Common use of Guarantees; Commitments Clause in Contracts

Guarantees; Commitments. (a) After the Closing, Purchaser agrees to indemnify, defend and hold harmless Seller and any of its Affiliates against any Losses that Seller or any of its Affiliates suffers, incurs or is liable for by reason of or arising out of or in consequence of: (i) Seller or any of its Affiliates issuing, making payment under, being required to pay or reimburse the issuer of, or being a party to, any guarantee, indemnity, surety bond, letter of credit, bank guarantee, keepwell agreement or other obligation relating exclusively to the Business, including those listed in Section 7.13(a) of the Company Disclosure Schedule and the Substitute Guarantees, but only to the extent attributable to acts, omissions or obligations of the Company, Purchaser or Purchaser’s Affiliates first arising following the Closing (collectively, the “Indemnified Guarantee Obligations”); (ii) any claim or demand for payment made on Seller or any of its Affiliates with respect to any of the Indemnified Guarantee Obligations; or (iii) any action, claim or proceeding by any Person who is or claims to be entitled to the benefit of or claims to be entitled to payment, reimbursement or indemnity with respect to any Indemnified Guarantee Obligations. (b) Purchaser shall use commercially reasonable efforts to cause Purchaser to be substituted in all respects for Seller and its Affiliates, and for Seller and its Affiliates to be released, effective as soon as reasonably practicable (but in any event within ninety days following the Closing Date), in respect of all obligations of Seller and any of its Affiliates under each of the guarantees, indemnities, surety bonds, letters of credit, bank guarantee, keepwell agreements, commitments, understandings, agreements and other obligations of such Persons related to the Business, and listed in Section 7.13(b) of the Company Disclosure Schedule (collectively, the “Substituted Guarantees”). Purchaser further agrees that, to the extent the beneficiary or counterparty under any Substituted Guarantee does not accept any such substitute guarantee, indemnity, surety bond, letter of credit, bank guarantee, keepwell agreement, commitment, understanding, agreement or other obligation proffered by Purchaser or to the extent Seller and its Affiliates are not fully and irrevocably released and discharged, Purchaser shall indemnify, defend and hold harmless Seller and its Affiliates against, and reimburse Seller and its Affiliates for, any reasonable and customary amounts actually paid, including costs or expenses in connection with such Substituted Guarantee, including Seller’s and its Affiliates’ expenses in maintaining such Substituted Guarantee, whether or not any such Substituted Guarantee is drawn upon or required to be performed, and shall in any event promptly reimburse Seller or its Affiliates to the extent any Substituted Guarantee is called upon and Seller or its Affiliates make any payment or are obligated to reimburse the party issuing the Substituted Guarantee.

Guarantees; Commitments. (a) After From and after the Closing, Purchaser agrees to indemnifyshall and shall cause the members of the Alkali Group to, defend jointly and severally, indemnify and hold harmless each member of the Seller Group and any of its Affiliates their respective managers, officers, directors, employees, representatives, agents, successors and assigns (collectively, “Seller Guarantors”) against any and all Losses that any Seller or any of its Affiliates Guarantor suffers, incurs or is liable for by reason of or arising out of or in consequence of: (i) of any Seller or any of its Affiliates issuingGuarantor being an issuer with respect to, making payment under, being required to pay or reimburse the issuer of, or being a party to, any guarantee, indemnity, surety bond, letter of credit, bank guarantee, keepwell agreement, consumer financing arrangements, or other similar commitment, understanding, agreement or other obligation relating exclusively to arising from the BusinessAssumed Liabilities, including those the Business or any member of the Alkali Group and listed in on Section 7.13(a5.8(a) of the Company Seller Disclosure Schedule (which list may be supplemented by Seller after the date hereof and the Substitute Guarantees, but only at least two (2) Business Days prior to the extent attributable Closing Date to actsinclude any such guarantee, omissions indemnity, surety bond, letter of credit, bank guarantee, keepwell agreement, consumer financing arrangements, or obligations other similar commitment, understanding, agreement or obligation primarily relating to the Assumed Liabilities, the Business or any member of the Company, Purchaser Alkali Group after the date hereof in the ordinary course of business or Purchaser’s Affiliates first arising following in furtherance of the Closing consummation of the transactions contemplated hereby) (collectively, the “Indemnified Guarantee ObligationsGuarantees”); (ii) any claim or demand for payment made on any Seller or any of its Affiliates Guarantor with respect to any of the Indemnified Guarantee ObligationsGuarantees; or (iii) any actionAction, claim or proceeding by any Person who is or claims to be entitled to the benefit of or claims to be entitled to payment, reimbursement or indemnity with respect to any Indemnified Guarantee ObligationsGuarantees. (b) Prior to the Closing, Purchaser shall use commercially reasonable best efforts (including renegotiating the material terms of the Indemnified Guarantees) to cause Purchaser itself or the members of the Alkali Group to be substituted in all respects for each applicable member of the Seller and its AffiliatesGroup, and for each such member of the Seller and its Affiliates Group to be released, effective as of the Closing or (if such substitution and release cannot be effected as of the Closing) as soon as reasonably practicable (but in any event within ninety days following possible after the Closing Date)Closing, in respect of all obligations of each such member of the Seller and any of its Affiliates Group under each of the guaranteesIndemnified Guarantees. For any Indemnified Guarantees for which Purchaser or the members of the Alkali Group, indemnitiesas applicable, surety bondsis not substituted in all respects for each applicable member of the Seller Group (or for which each such member of the Seller Group is not released) effective as of the Closing, letters Purchaser shall continue to use reasonable best efforts and shall cause the members of credit, bank guarantee, keepwell agreements, commitments, understandings, agreements the Alkali Group to use reasonable best efforts to effect such substitution and other obligations of such Persons related to release as promptly as practicable after the BusinessClosing, and listed Seller shall continue to reasonably cooperate in Section 7.13(b) of the Company Disclosure Schedule (collectively, the “Substituted Guarantees”)Purchaser’s efforts. Purchaser further agrees that, to the extent the beneficiary or counterparty under any Substituted Indemnified Guarantee does not accept any such substitute guarantee, indemnity, surety bond, letter of credit, bank guarantee, keepwell agreement, commitment, understanding, agreement or other obligation arrangement proffered by Purchaser or an Affiliate of Purchaser or to the extent each member of the Seller and its Affiliates are Group is not fully and irrevocably released and discharged, Purchaser shall indemnify, defend and hold harmless reimburse each member of the Seller and its Affiliates against, and reimburse Seller and its Affiliates Group for, any reasonable and customary all amounts actually paid, including costs or expenses in connection with such Substituted Indemnified Guarantee, including Seller’s and its Affiliates’ expenses in maintaining such Substituted Indemnified Guarantee, whether or not any such Substituted Indemnified Guarantee is drawn upon or required to be performed, and shall in any event promptly reimburse each member of the Seller or its Affiliates Group to the extent any Substituted Indemnified Guarantee is called upon and any member of the Seller or its Affiliates make Group makes any payment or are is obligated to reimburse the party Party issuing the Substituted such Indemnified Guarantee. (c) Without limiting the generality of Section 5.8(b), at or prior to the Closing, Purchaser shall either (i) (A) assume and agree to be bound by, fulfill, perform and discharge all of Seller’s reimbursement obligations and other liabilities, duties and covenants under any letter of credit reimbursement agreement or other arrangement with any issuing bank party thereto, which reimbursement agreement or arrangement was entered into by Seller and such issuing bank in connection with the issuance of a letter of credit in favor of the State of Wyoming Department of Environmental Quality, Land Quality Division (the “Wyoming DEQ”), as beneficiary, in order to cause the Wyoming DEQ to accept such letter of credit as substitute credit support in exchange for the Wyoming DEQ’s release of certain guaranties by Seller of FMC Wyoming Corporation’s self-bonding obligations in favor of the Wyoming DEQ, including with respect to Permit No. 335-TFN 6 6/067, Permit No. 454-TFN 6 1/068 and Permit No. 554-TFN 6 2/068 (the “Self-Bonding Obligation Guaranties”), and (B) cause such issuing bank to release and forever discharge Seller as well as its stockholders, directors, officers, employees, agents and representatives from all Liabilities whatsoever arising out of, or in any way connected to performance under, such reimbursement agreement or arrangement, or (ii) in the event that the Self-Bonding Obligation Guaranties have not been previously released as contemplated by clause (i) of this Section 5.8(c), Purchaser shall use reasonable best efforts to cause the Wyoming DEQ, as beneficiary of the Self-Bonding Obligation Guaranties, to accept, effective as of the Closing, a substitute guarantee or such other form of assurance or collateral as may be reasonably requested by the Wyoming DEQ and to deliver to Seller at Closing releases of the Self-Bonding Obligation Guaranties in form and substance reasonably satisfactory to Seller. Seller shall reasonably cooperate with Purchaser in connection with the release of such Self-Bonding Obligation Guaranties. (d) To the extent, if any, that any member of the Seller Group directly or indirectly retains, remains liable for, or has any credit exposure with respect to, any material obligation of any member of the Alkali Group, Purchaser shall, (i) upon Seller’s request, promptly and as soon as available furnish to Seller such annual, quarterly and monthly financial statements of Purchaser and members of the Alkali Group, including consolidated balance sheets, statements of income, cash flows and stockholders’ equity, for the applicable period, all in reasonable detail, and any other financial information or assurances as Seller may from time to time reasonably request, (ii) permit Seller to participate in any discussions or negotiations regarding any material term of any contract or agreement related to any Indemnified Guarantee for so long as any member of the Seller Group retains or remains directly or indirectly liable for, or has any credit exposure with respect to, such Indemnified Guarantee and (iii) during the period beginning ninety (90) days after the Closing Date and ending on the date on which Seller no longer directly or indirectly retains, remains liable for or has any credit exposure with respect to any Indemnified Guarantee, pay Seller, on a monthly basis (promptly following the end of each month), the Interest Rate on the aggregate outstanding amount of the Indemnified Guarantees that Seller directly or indirectly retains, remains liable for or has any credit exposure with respect to.

Guarantees; Commitments. (a) After Purchaser shall use its commercially reasonable efforts to promptly substitute itself or have one of its Affiliates to be substituted for Sellers and any of their Affiliates, and for Sellers and any of their Affiliates to be released, effective as of the Closing, in respect of all obligations of Sellers and any of their Affiliates under the London Lease and any guarantees, indemnities and letters of credit entered into by Sellers or their Affiliates in the Ordinary Course after the date of this Agreement and to the extent such guarantees, indemnities and letters of credit secure any obligation of the Trayport Companies (collectively, the “Downstream Guarantees”). (b) Sellers shall use their commercially reasonable efforts to promptly substitute themselves or have one of their Affiliates be substituted for the Trayport Companies, and for the Trayport Companies to be released, effective as of the Closing, in respect of all obligations of Trayport Companies under any guarantees, indemnities and letters of credit entered into by a Trayport Company and securing any obligation of a Seller or one of its Affiliates (other than the Trayport Companies) (collectively, the “Upstream Guarantees”). (c) If, as of the Closing, Purchaser agrees or one of its Affiliates shall not have substituted itself for Sellers and any of their Affiliates under, and caused Sellers and their Affiliates to indemnifybe released from, defend any Downstream Guarantee, (i) Purchaser shall continue to use commercially reasonable efforts to cause itself or one of its Affiliates to be substituted for Sellers and any of their Affiliates, and for Sellers and any of their Affiliates to be released, in respect of all obligations of Sellers and any of their respective Affiliates under any Downstream Guarantee and (ii) Purchaser shall indemnify and hold harmless Seller Sellers and any of its their Affiliates against any Losses Damages that Seller Sellers or any of its their Affiliates sufferssuffer, incurs incur or is are liable for by reason of or arising out of or in consequence of: of such Downstream Guarantee. (d) If, as of the Closing, Sellers or one of their respective Affiliates shall not have substituted themselves for the Trayport Companies under, and caused Sellers and their Affiliates to be released from, any Upstream Guarantee, (i) Seller or any of its Affiliates issuing, making payment under, being required Sellers shall continue to pay or reimburse the issuer of, or being a party to, any guarantee, indemnity, surety bond, letter of credit, bank guarantee, keepwell agreement or other obligation relating exclusively to the Business, including those listed in Section 7.13(a) of the Company Disclosure Schedule and the Substitute Guarantees, but only to the extent attributable to acts, omissions or obligations of the Company, Purchaser or Purchaser’s Affiliates first arising following the Closing (collectively, the “Indemnified Guarantee Obligations”); (ii) any claim or demand for payment made on Seller or any of its Affiliates with respect to any of the Indemnified Guarantee Obligations; or (iii) any action, claim or proceeding by any Person who is or claims to be entitled to the benefit of or claims to be entitled to payment, reimbursement or indemnity with respect to any Indemnified Guarantee Obligations. (b) Purchaser shall use commercially reasonable efforts to cause Purchaser themselves or one of their respective Affiliates to be substituted in all respects for Seller and its Affiliatesthe Trayport Companies, and for Seller and its Affiliates the Trayport Companies to be released, effective as soon as reasonably practicable (but in any event within ninety days following the Closing Date), in respect of all obligations of Seller and any of its Affiliates under each of the guarantees, indemnities, surety bonds, letters of credit, bank guarantee, keepwell agreements, commitments, understandings, agreements and other obligations of such Persons related to the Business, and listed in Section 7.13(b) of the Company Disclosure Schedule (collectively, the “Substituted Guarantees”). Purchaser further agrees that, to the extent the beneficiary or counterparty Trayport Companies under any Substituted Upstream Guarantee does not accept any such substitute guarantee, indemnity, surety bond, letter of credit, bank guarantee, keepwell agreement, commitment, understanding, agreement or other obligation proffered by Purchaser or to the extent Seller and its Affiliates are not fully and irrevocably released and discharged, Purchaser (ii) Sellers shall indemnify, defend indemnify and hold harmless Seller and its Affiliates againstthe Trayport Companies against any Damages that the Trayport Companies suffer, and reimburse Seller and its Affiliates for, any reasonable and customary amounts actually paid, including costs or expenses in connection with such Substituted Guarantee, including Seller’s and its Affiliates’ expenses in maintaining such Substituted Guarantee, whether or not any such Substituted Guarantee is drawn upon or required to be performed, and shall in any event promptly reimburse Seller or its Affiliates to the extent any Substituted Guarantee is called upon and Seller or its Affiliates make any payment incur or are obligated to reimburse the party issuing the Substituted liable for by reason of or arising out of or in consequence of such Upstream Guarantee.

Guarantees; Commitments. (a) After Purchaser shall use its best efforts to cause itself or the Transferred Entities to be substituted in all respects for Sellers, Seller Parent and any of their respective Affiliates (other than the Transferred Entities), effective as of the Closing, Purchaser agrees to indemnifyin respect of all obligations of Sellers, defend and hold harmless Seller Parent and any of their respective Affiliates (other than the Transferred Entities) under each of the guarantees, indemnities, letters of credit, letters of comfort, commitments, understandings, agreements and other obligations related exclusively to the business of the Transferred Entities as listed in Section 5.8(a) of the Seller Disclosure Schedule (collectively, the “Guarantees”). (b) If Purchaser is unable to effect such a substitution with respect to any of the Guarantees effective as of Closing (each a “Non-Substituted Guarantee”): (i) Purchaser must continue to use its best efforts to effect such a substitution of each Non-Substituted Guarantee as soon as practicable after Closing; (ii) Purchaser hereby indemnifies Sellers, Seller Parent and any of their respective Affiliates (other than the Transferred Entities) against any Losses that Sellers, Seller or Parent and any of its their respective Affiliates (other than the Transferred Entities) suffers, incurs or is liable for by reason of or arising out of or in consequence of: (iA) Sellers, Seller or Parent and any of its their respective Affiliates (other than the Transferred Entities) issuing, making payment under, being required to pay or reimburse the issuer of, or being a party to, any guarantee, indemnity, surety bond, letter of credit, bank guarantee, keepwell agreement or other obligation relating exclusively to the Business, including those listed in Section 7.13(a) of the Company Disclosure Schedule and the Substitute Guarantees, but only to the extent attributable to acts, omissions or obligations of the Company, Purchaser or Purchaser’s Affiliates first arising following the Closing (collectively, the “Indemnified Guarantee Obligations”)Non-Substituted Guarantee; (iiB) any claim or demand for payment made on Seller Sellers or any of its their Affiliates with respect to any of (other than the Indemnified Guarantee ObligationsTransferred Entities) under a Non-Substituted Guarantee; or (iiiC) any action, claim or proceeding anything done by any Person person who is or claims to be entitled to the benefit of a Non-Substituted Guarantee; and (iii) Purchaser may, at its option, obtain letters of credit, on terms and from financial institutions satisfactory to Sellers or claims to be entitled to paymentSeller Parent, reimbursement or indemnity as applicable, with respect to any Indemnified the obligations covered by each of the Non-Substituted Guarantee Obligationsand, as and from the date of the delivery of such a letter of credit to Sellers or Seller Parent, as applicable, in relation to a Non-Substituted Guarantee, the indemnity in Section 5.9(b)(ii) will cease to apply in relation to that Non-Substituted Guarantee. (bc) Purchaser Prior to the Closing, Sellers shall use commercially reasonable efforts to cause Purchaser to be substituted in obtain third party releases of any and all respects for Seller and its Affiliates, and for Seller and its Affiliates to be released, effective as soon as reasonably practicable (but in any event within ninety days following the Closing Date), in respect of all obligations of Seller and any of its Affiliates under each of the guarantees, indemnities, surety bonds, letters of credit, bank guarantee, keepwell agreementsletters of comfort, commitments, understandingsand similar understandings granted by any of the Transferred Entities for Losses, agreements and debts or other obligations of such Persons related to the Business, and listed in Section 7.13(b) of the Company Disclosure Schedule (collectively, the “Substituted Guarantees”). Purchaser further agrees that, to the extent the beneficiary Sellers or counterparty under any Substituted Guarantee does not accept any such substitute guarantee, indemnity, surety bond, letter of credit, bank guarantee, keepwell agreement, commitment, understanding, agreement or other obligation proffered by Purchaser or to the extent Seller and its Affiliates are not fully and irrevocably released and discharged, Purchaser shall indemnify, defend and hold harmless Seller and its Affiliates against, and reimburse Seller and its Affiliates for, any reasonable and customary amounts actually paid, including costs or expenses in connection with such Substituted Guarantee, including Seller’s and its their Affiliates’ expenses in maintaining such Substituted Guarantee, whether or not any such Substituted Guarantee is drawn upon or required to be performed, and shall in any event promptly reimburse Seller or its Affiliates to the extent any Substituted Guarantee is called upon and Seller or its Affiliates make any payment or are obligated to reimburse the party issuing the Substituted Guarantee.

Guarantees; Commitments. (a) After the Closing, Purchaser agrees to and the Transferred Companies, jointly and severally, shall forever indemnify, defend and hold harmless Seller Parent and any of its Affiliates against any Losses that Seller Parent or any of its Affiliates suffers, incurs or is liable for by reason of or arising out of or in consequence of: (i) Seller Parent or any of its Affiliates issuing, making payment under, being required to pay or reimburse the issuer of, or being a party to, any guarantee, indemnity, surety bond, letter of credit, bank guarantee, keepwell agreement letter of comfort or other obligation to the extent relating exclusively to the Business, including those listed in Section 7.13(a5.9(a) of the Company Parent Disclosure Schedule and the Substitute Guarantees, but only to the extent attributable to acts, omissions or obligations of the Company, Purchaser or Purchaser’s Affiliates first arising following the Closing Substituted Guarantees (collectively, the “Indemnified Guarantee ObligationsGuarantees”); (ii) any claim or demand for payment made on Seller Parent or any of its Affiliates with respect to any of the Indemnified Guarantee ObligationsGuarantees; or (iii) any actionAction, claim or proceeding by any Person who is or claims to be entitled to the benefit of or claims to be entitled to payment, reimbursement or indemnity with respect to any Indemnified Guarantee ObligationsGuarantees. (b) Purchaser shall use commercially its reasonable best efforts to cause Purchaser itself or the Transferred Companies or their respective Subsidiaries to be substituted in all respects for Seller Parent and any of its Affiliates, and for Seller Parent and its Affiliates to be released, effective as soon as reasonably practicable (but in any event within ninety days following of the Closing Date)Closing, in respect of all obligations of Seller Parent and any of its Affiliates under each of the guarantees, indemnities, letters of credit, surety bonds, letters of credit, bank guarantee, keepwell agreementscomfort, commitments, understandings, agreements and other obligations of such Persons related to the Business, and Business listed in Section 7.13(b5.9(b) of the Company Parent Disclosure Schedule (collectively, the “Substituted Guarantees”). In furtherance and not in limitation of the preceding, at Parent’s request Purchaser further agrees thatwill and will cause the Transferred Companies to, assign or cause to be assigned, any lease underlying a Substituted Guarantee to an Affiliate of Purchaser meeting the applicable net worth and other requirements in such lease to give effect to the extent provisions of the beneficiary or counterparty under preceding sentence. For any Substituted Guarantee does not accept any such substitute guarantee, indemnity, surety bond, letter items listed in Section 5.9(b) of credit, bank guarantee, keepwell agreement, commitment, understanding, agreement or other obligation proffered by the Parent Disclosure Schedule for which Purchaser or to the extent Seller any Transferred Company or Subsidiary thereof, as applicable, is not substituted in all respects for Parent and its Affiliates (and for which Parent and its Affiliates are not fully and irrevocably released and dischargedreleased) effective as of Closing, Purchaser shall indemnifycontinue to use its reasonable best efforts and shall cause the Transferred Companies and their Subsidiaries to use their reasonable best efforts to effect such substitution and release after the Closing. (c) After the Closing, defend and hold harmless Seller and with respect to any lease of Leased Real Property that is guaranteed by Parent or its Affiliates againstpursuant to an Indemnified Guarantee (a “Guaranteed Lease”), Purchaser and reimburse Seller the Transferred Companies shall not (and its Affiliates for, they shall ensure that the tenants under the respective Guaranteed Leases shall not) take any reasonable and customary amounts actually paid, including costs action that increases or expenses in connection with such Substituted Guarantee, including Sellerhas the effect of increasing Parent’s and or its Affiliates’ expenses in maintaining obligations under such Substituted Guarantee, whether or not any such Substituted Guarantee is drawn upon or required to be performed, and shall in any event promptly reimburse Seller Guaranteed Lease beyond the obligations of Parent or its Affiliates to Affiliate, as the extent any Substituted Guarantee is called upon and Seller or its Affiliates make any payment or are obligated to reimburse case may be, as in existence on the party issuing the Substituted GuaranteeClosing Date.

Guarantees; Commitments. (a) After the Closing, Seller, the Selling Subs and their Affiliates (other than the Transferred Entities) shall continue to provide each guarantee, indemnity, letter of credit, letter of comfort and other obligations listed in Section 5.10(a) of the Seller Disclosure Schedule (collectively, the "Guarantees"). Purchaser agrees to indemnifyand the Transferred Entities, defend jointly and severally, shall forever indemnify and hold harmless Seller Seller, the Selling Subs and any of its their Affiliates (other than the Transferred Entities) against any Losses that Seller Seller, any Selling Sub or any of its their Affiliates (other than the Transferred Entities) suffers, incurs or is liable for by reason of or arising out of or in consequence of: (i) Seller Seller, any Selling Sub or any of its their Affiliates (other than the Transferred Entities) issuing, making payment under, being required to pay or reimburse the issuer of, or being a party to, any guarantee, indemnity, surety bond, letter of credit, bank guarantee, keepwell agreement or other obligation relating exclusively to the Business, including those listed in Section 7.13(a) of the Company Disclosure Schedule and the Substitute Guarantees, but only to the extent attributable to acts, omissions or obligations of the Company, Purchaser or Purchaser’s Affiliates first arising following the Closing (collectively, the “Indemnified Guarantee Obligations”)Guarantee; (ii) any claim or demand for payment made on Seller Seller, any Selling Sub or any of its their Affiliates with respect to (other than the Transferred Entities) under any of the Indemnified Guarantee ObligationsGuarantees; or (iii) any action, claim or proceeding by any Person person who is or claims to be entitled to the benefit of any Guarantees, in the case of clauses (i)-(iii), to the extent the events giving rise to the claim under the Guarantee occurred after the Closing. In consideration of the provision of the Guarantees, Seller, any Selling Sub or claims any of their Affiliates (other than the Transferred Entities) shall pay to Purchaser all premiums paid on the Guarantees that have not been accreted into income, consistent with past practice, as of the Closing Date in accordance with the table included in Section 5.10(a) of the Seller Disclosure Schedule. If Seller pays any amounts it is required to pay under any Guarantee pursuant to this Section and is not repaid by Purchaser within 20 Business Days of notice thereof pursuant to the indemnification contained in this Section, Purchaser shall be entitled to payment, reimbursement take any actions necessary to protect its interests and to minimize any future payments pursuant to this Section. Seller shall promptly provide to Purchaser all reports which Seller or indemnity its Affiliates are provided to investors and guarantors with respect to any Indemnified Guarantee ObligationsGuarantees in respect of Investment Entities or Project Partnership. (b) Seller, the Selling Subs, and any of their Affiliates agree to take all such actions (such as communications with customers) as are reasonably requested by Purchaser to reaffirm the Guarantees to their beneficiaries; provided, that this is not intended to in any way expand the nature or scope of any guarantee provided by Seller or Affiliates beyond that set forth in this Section 5.10. (c) Purchaser shall use its commercially reasonable best efforts to cause Purchaser itself or the Transferred Entities to be substituted in all respects for Seller Seller, any Selling Sub and its Affiliates, and for Seller and its any of their Affiliates to be released(other than the Transferred Entities), effective as soon as reasonably practicable (but in any event within ninety days following of the Closing Date)Closing, in respect of all obligations of Seller Seller, any Selling Sub and any of its their Affiliates (other than the Transferred Entities) under each of the guarantees, indemnities, surety bonds, letters of credit, bank guarantee, keepwell agreementsletters of comfort, commitments, understandings, agreements and other obligations of such Persons related to the Business, and listed in Section 7.13(b5.10(c) of the Company Seller Disclosure Schedule (collectively, the “"Substituted Guarantees”"). . (d) If Purchaser further agrees thatis unable to effect such a substitution with respect to any of the Substituted Guarantees effective as of Closing (each a "Non-Substituted Guarantee"): (i) Purchaser must continue to use its commercially reasonable best efforts to effect such a substitution of each Non-Substituted Guarantee as soon as practicable after Closing; (ii) Purchaser hereby indemnifies Seller, any Selling Sub and any of their Affiliates (other than the Transferred Entities) against any Losses that Seller, any Selling Sub or any of their Affiliates (other than the Transferred Entities) suffers, incurs or is liable for by reason of or arising out of or in consequence of: (A) Seller, any Selling Sub or any of their Affiliates (other than the Transferred Entities) issuing, making payment under, or being a party to, any Non-Substituted Guarantee; or (B) any claim for payment made on Seller, any Selling Sub or any of their Affiliates (other than the Transferred Entities) under a Non-Substituted Guarantee, in the case of clauses (A) and (B), to the extent the beneficiary or counterparty events giving rise to the claim under any the Non-Substituted Guarantee does not accept any such substitute guaranteeoccurred after Closing; and (iii) Purchaser may, indemnity, surety bond, letter at its option obtain letters of credit, bank guaranteeon terms and from financial institutions reasonably satisfactory to Seller, keepwell agreement, commitment, understanding, agreement or other obligation proffered by Purchaser or with respect to the extent obligations covered by each of the Non-Substituted Guarantee and, as and from the date of the delivery of such a letter of credit to the Seller and its Affiliates are not fully and irrevocably released and discharged, Purchaser shall indemnify, defend and hold harmless Seller and its Affiliates against, and reimburse Seller and its Affiliates for, any reasonable and customary amounts actually paid, including costs or expenses in connection with such relation to a Non-Substituted Guarantee, including Seller’s and its Affiliates’ expenses the indemnity in maintaining such Substituted Guarantee, whether or not any such Substituted Guarantee is drawn upon or required clause 5.10(d)(ii) will cease to be performed, and shall apply in any event promptly reimburse Seller or its Affiliates relation to the extent any Substituted Guarantee is called upon and Seller or its Affiliates make any payment or are obligated to reimburse the party issuing the that Non-Substituted Guarantee.

Guarantees; Commitments. (a) After From and after the ClosingClosing until the expiration of the applicable statute of limitations, Purchaser agrees to Buyer and the Transferred Group, jointly and severally, shall indemnify, defend and hold harmless Seller Parent and any of its Affiliates against any Losses Liabilities that Seller Parent or any of its Affiliates sufferssuffer, incurs incur or is are liable for that accrue or arise after the Closing by reason of or arising out of or in consequence of: of (i) Seller Parent or any of its Affiliates issuing, making payment under, being required to pay or reimburse the issuer of, or being a party to, any guarantee, indemnity, surety bond, letter of credit, bank guarantee, keepwell agreement letter of comfort or other similar obligation relating exclusively to the Business, including those listed in Section 7.13(a) Business or the Transferred Group that was obtained or given by Seller Parent or any of the Company Disclosure Schedule and the Substitute Guarantees, but only its Affiliates prior to the extent attributable to actsdate hereof or, omissions or obligations with the prior written consent of Buyer, after the Company, Purchaser or Purchaser’s Affiliates first arising following the Closing date hereof (collectively, the “Indemnified Guarantee ObligationsSeller Guarantees”); , (ii) any claim or demand for payment made on Seller Parent or any of its Affiliates with respect to any of the Indemnified Guarantee Obligations; Seller Guarantees that result from post-Closing facts or circumstances or (iii) any action, claim or proceeding Proceeding by any Person who is or claims to be entitled to the benefit of or claims to be entitled to payment, reimbursement or indemnity with respect to any Indemnified Guarantee ObligationsSeller Guarantees as a result of post-Closing facts or circumstances, and shall reimburse Seller Parent for any out-of-pocket expenses incurred in connection with any of the foregoing. (b) Purchaser Without limiting Section 9.5(a) in any respect, Buyer shall use its commercially reasonable efforts to cause Purchaser itself or one of its Controlled Affiliates to be substituted in all respects for Seller Parent and any of its Affiliates, and for Seller Parent and its Affiliates to be released, effective as soon as reasonably practicable (but in any event within ninety days following of the Closing Date)Closing, in respect of of, or otherwise terminate (and cause Seller Parent and its Affiliates to be released in respect of), all obligations of Seller Parent and any of its Affiliates under each of the guarantees, indemnities, surety bonds, letters of credit, bank guarantee, keepwell agreements, commitments, understandings, agreements and other obligations of such Persons related to the Business, and listed in Section 7.13(b) Seller Guarantees. For any of the Company Disclosure Schedule Seller Guarantees for which Buyer or an Affiliate thereof is not substituted in all respects for Seller Parent and its Affiliates (collectively, the “Substituted Guarantees”). Purchaser further agrees that, to the extent the beneficiary or counterparty under any Substituted Guarantee does not accept any such substitute guarantee, indemnity, surety bond, letter of credit, bank guarantee, keepwell agreement, commitment, understanding, agreement or other obligation proffered by Purchaser or to the extent for which Seller Parent and its Affiliates are not fully released) effective as of the Closing and irrevocably released and discharged, Purchaser shall indemnify, defend and hold harmless that cannot otherwise be terminated effective as of the Closing (with Seller Parent and its Affiliates againstto be released in respect thereof), Buyer shall continue to use its commercially reasonable efforts to effect such substitution or termination and release after the Closing. Without limiting the foregoing, neither Buyer nor any of its Affiliates shall extend or renew any Contract containing or underlying a Seller Guarantee unless, prior to or concurrently with such extension or renewal, Buyer or an Affiliate thereof is substituted in all respects for Seller Parent and any of its Affiliates, and reimburse Seller Parent and its Affiliates for-92- are released, in respect of all obligations of Seller Parent and any reasonable and customary amounts actually paid, including costs or expenses in connection with such Substituted Guarantee, including Seller’s and its Affiliates’ expenses in maintaining such Substituted Guarantee, whether or not any such Substituted Guarantee is drawn upon or required to be performed, and shall in any event promptly reimburse Seller or of its Affiliates to the extent any Substituted Guarantee is called upon and under such Seller or its Affiliates make any payment or are obligated to reimburse the party issuing the Substituted Guarantee.

Guarantees; Commitments. (a) After From and after the Closing, Purchaser agrees to indemnifyshall and shall cause the members of the Education Group to, defend jointly and severally, indemnify and hold harmless Seller each member of the Parent Group and any of its Affiliates their respective managers, officers, directors, employees, representatives, agents, successors and assigns (collectively, “Parent Indemnitees”) against any Losses that Seller or any of its Affiliates Parent Indemnitee suffers, incurs or is liable for by reason of or arising out of or in consequence of: (i) Seller or any of its Affiliates Parent Indemnitee issuing, making payment under, being required to pay or reimburse the issuer of, or being a party to, any guarantee, indemnity, surety bond, letter of credit, bank guarantee, keepwell agreement, consumer financing arrangements, or other similar commitment, understanding, agreement or other obligation relating exclusively to the Business, including those Business listed in on Section 7.13(a5.8(a) of the Company Seller Disclosure Schedule and the Substitute Guarantees, but only to the extent attributable to acts, omissions or obligations of the Company, Purchaser or Purchaser’s Affiliates first arising following the Closing (collectively, the “Indemnified Guarantee ObligationsGuarantees”); (ii) any claim or demand for payment made on Seller or any of its Affiliates Parent Indemnitee with respect to any of the Indemnified Guarantee ObligationsGuarantees; or (iii) any actionAction, claim or proceeding by any Person who is or claims to be entitled to the benefit of or claims to be entitled to payment, reimbursement or indemnity with respect to any Indemnified Guarantee ObligationsGuarantees. (b) Prior to the Closing, Purchaser shall use commercially reasonable efforts to cause Purchaser itself or the members of the Education Group to be substituted in all respects for Seller and its Affiliateseach member of the Parent Group, and for Seller and its Affiliates each member of the Parent Group to be released, effective 55 as of the Closing or (if such substitution and release cannot be effected as of the Closing) as soon as reasonably practicable possible after the Closing (but and, in any event within ninety event, no later than 30 days following the Closing Dateafter Closing), in respect of all obligations of Seller and any each member of its Affiliates the Parent Group under each of the guaranteesIndemnified Guarantees. At Parent’s request, indemnitiesPurchaser will, surety bondsand will cause the members of the Education Group to, letters assign or cause to be assigned, any lease underlying an Indemnified Guarantee to an Affiliate of credit, bank guarantee, keepwell agreements, commitments, understandings, agreements Purchaser meeting the applicable net worth and other obligations of requirements in such Persons related lease to give effect to the Businessprovisions of the preceding sentence. For any Indemnified Guarantees for which Purchaser or the members of the Education Group, as applicable, is not substituted in all respects for each member of the Parent Group (or for which each member of the Parent Group is not released) effective as of the Closing, Purchaser shall continue to use commercially reasonable efforts and shall cause the members of the Education Group to use commercially reasonable efforts to effect such substitution and release as soon as reasonably practicable after the Closing, and listed Parent and Sellers shall continue to reasonably cooperate in Section 7.13(b) of the Company Disclosure Schedule (collectively, the “Substituted Guarantees”)Purchaser’s efforts. Purchaser further agrees that, to the extent the beneficiary or counterparty under any Substituted Indemnified Guarantee does not accept any such substitute guarantee, indemnity, surety bond, letter of credit, bank guarantee, keepwell agreement, commitment, understanding, agreement or other obligation arrangement proffered by Purchaser or an Affiliate of Purchaser or to the extent Seller and its Affiliates are each member of the Parent Group is not fully and irrevocably released and discharged, Purchaser shall indemnify, defend hereby agrees to: (i) indemnify each member of the Parent Group for any and hold harmless Seller and its Affiliates against, and reimburse Seller and its Affiliates for, any reasonable and customary all amounts actually paid, including all reasonable and documented out-of-pocket costs or expenses in connection with such Substituted Guarantee, including Seller’s and its Affiliates’ expenses incurred in maintaining such Substituted Guarantee, whether or not any such Substituted Indemnified Guarantee is drawn upon or required to be performedfor each member of the Parent Group, and shall in any event (ii) promptly reimburse Seller or its Affiliates each member of the Parent Group to the extent any Substituted Indemnified Guarantee is called upon and Seller or its Affiliates make such member of the Parent Group makes any payment or are is obligated to reimburse the party Party issuing such Indemnified Guarantee. For the Substituted Guaranteeavoidance of doubt, Purchaser shall not replace any letters of credit or any other collateral which relates to any collateral provided by Sellers under any Seller insurance policy(ies) or self-insured programs.

Guarantees; Commitments. (a) After Following the Closing until the earlier of (i) the date that is 24 months after the Closing Date and (ii) the date on which, pursuant to the applicable Contract, Credit Support is no longer required to be delivered (the “Specified Period”), Seller shall (x) maintain in effect without amendment all of its financial obligations in existence as of the Closing under all Credit Support with respect to the Transferred Company and its Subsidiaries (including, for the avoidance of doubt and without limitation, any cash loaned to Marketing Company by Seller or its Affiliates (other than the Transferred Company and its Subsidiaries) to post as collateral) (such financial obligations in existence as of the Closing, Purchaser agrees the “Specified Financial Obligations”) for the durations contemplated thereby (but in no event beyond the Specified Period) and (y) provide any additional Credit Support that may be contractually required pursuant to any of the Contracts of the Transferred Company or any of its Subsidiaries as of Closing, in the case of each of clauses (x) and (y) in accordance with the terms thereof as in effect as of the Closing and only with respect to the underlying obligations existing as of the Closing (collectively, the “Post-Closing Credit Support”). For the avoidance of doubt, (i) the Post-Closing Credit Support shall not be taken into account for purposes of determining the Applicable Amount or the Closing Statement and (ii) nothing in this Section 5.9(a) shall require Seller to extend the term of any Post-Closing Credit Support beyond the date on which such Post-Closing Credit Support would otherwise expire in accordance with the terms thereof. (b) At and after the Closing, IPH, the Transferred Company and its and their respective Subsidiaries, jointly and severally, shall forever indemnify, defend and hold harmless Seller and any of its Affiliates against any Losses (including out-of-pocket costs or expenses in connection with such Post-Closing Credit Support) that Seller or any of its Affiliates suffers, incurs or is liable for by reason of or arising out of or in consequence of: (i) Seller or any of its Affiliates issuing, making payment under, being required to pay or reimburse the issuer of, or being a party to, any guarantee, indemnity, surety bond, letter of credit, bank guarantee, keepwell agreement or other obligation relating exclusively to the Business, including those listed in Section 7.13(a) of the Company Disclosure Schedule and the Substitute Guarantees, but only to the extent attributable to acts, omissions or obligations of the Company, Purchaser or Purchaser’s Affiliates first arising following the Post-Closing (collectively, the “Indemnified Guarantee Obligations”)Credit Support; (ii) any claim or demand for payment made on Seller or any of its Affiliates with respect to any of the Indemnified Guarantee ObligationsPost-Closing Credit Support; or (iii) any actionAction, claim or proceeding by any Person who is or claims to be entitled to the benefit of or claims to be entitled to payment, reimbursement or indemnity with respect to any Indemnified Guarantee ObligationsPost-Closing Credit Support, in each case other than a Loss (including out-of-pocket costs or expenses in connection with such Post-Closing Credit Support) by reason of or arising out of or in consequence of (x) an action or inaction by Seller or any of its Affiliates prior to Closing that, prior to the Closing, triggered and then results in a right (whether or not exercised prior to Closing) by a counterparty to any Credit Support to demand Seller or any of its Affiliates issue, make payment under, be required to pay or reimburse such counterparty for any amounts owed under such Credit Support, (y) the breach by Seller of this Section 5.9 or (z) any event of default or other termination event occurring following the Closing with respect to any member of the Seller Group that results in a right by a counterparty to any Credit Support to demand Seller or any of its Affiliates issue, make payment under, be required to pay or reimburse such counterparty for any amounts owed under such Credit Support. Except as contemplated by Section 5.9(a), at the Closing and continuing thereafter, none of IPH or its Affiliates shall enter into any transactions, trades, confirmations or other agreements or arrangements pursuant to which any payment, reimbursement or other obligation would be required under any Post-Closing Credit Support or otherwise be an obligation of Seller or its Affiliates. (bc) Purchaser Further, and without limiting the indemnification obligations of IPH, the Transferred Company and its and their respective Subsidiaries pursuant to Section 5.9(b), in exchange for (i) Seller agreeing to provide value to the Transferred Company or one of its Subsidiaries, as applicable, through the Post-Closing Credit Support provided for under Section 5.9(a), and (ii) the promises of, and other good and valuable consideration provided by, Seller, in each case as set forth herein and in connection herewith, IPH shall cause each of New AERG and Genco to provide a guaranty, in each case, substantially in the form of Exhibit F (the “New AERG Guaranty” and the “Genco Guaranty”, respectively) and guarantying (A) the repayment of any amounts owed by IPH, the Transferred Company or any of their respective Subsidiaries pursuant to Section 5.9(b) and (B) any indemnification obligations of IPH pursuant to Section 7.2(a)(y) or 10.2(a)(iv) ((A) and (B) collectively “Indemnification Payments”); it being understood that the Genco Guaranty will only guarantee such Indemnification Payments to the extent not prohibited by the Indenture as in effect as of the date hereof. The Genco Guaranty shall be secured by a first-priority perfected security interest (subject to Permitted Liens) in the assets listed in Section 5.9(c)(i) of the Seller Disclosure Schedule only to the extent: (1) permitted by applicable Law and existing contractual obligations of the Transferred Company, its Subsidiaries or their respective assets and (2) the granting of such security interest in Genco’s assets would not require the grant of any security interest in such assets by Genco to any person (other than Seller) pursuant to any existing contractual obligation of Genco. The AERG Guaranty shall be secured by a first-priority perfected security interest (subject to Permitted Liens and only to the extent permitted by applicable Law and existing contractual obligations of the Transferred Company, its Subsidiaries or their respective assets) in the assets listed in Section 5.9(c)(ii) of the Seller Disclosure Schedule (such first-priority perfected security interests securing the Genco Guaranty and the AERG Guaranty, collectively, the “Security Interests”). Such Security Interests shall remain in place until the later of (x) the end of the Specified Period and (y) the date on which Seller or its Affiliates have been released from all Post-Closing Credit Support (such date, the “Release Date”); provided, however, that (I) in the event a written notice(s) of a claim(s) related to an Indemnification Payment has been given in accordance with Section 10.4(a) of this Agreement prior to the expiration of the Specified Period and such claim(s) has not been finally resolved prior to the Release Date, the Release Date automatically shall, solely with respect to the Indemnification Payment stated in such notice(s), be extended until such claim(s) is finally resolved or such Security Interest has been replaced by other credit support in a form reasonably acceptable to Seller, or (II) if the Transferred Company and/or any of its Subsidiaries file a petition for relief in a voluntary case, or a court enters an order for relief in an involuntary case, under the Bankruptcy Code on or prior to the Release Date (after taking into account any extension thereof pursuant to subclause I), the Release Date shall automatically extend until the earlier of (A) the entry of an Order granting relief under Section 362(d) of the Bankruptcy Code permitting Seller to foreclose on the assets subject to the Security Interests in respect of any amount owed to Seller or any of its Subsidiaries under any then-remaining Post-Closing Credit Support and (B) the release or discharge of the Security Interests pursuant to a final, non-appealable order of a court of competent jurisdiction closing the related bankruptcy case. Recourse to the Security Interests and claims against the Transferred Company or one of its Subsidiaries, as applicable, shall be limited to an amount equal to any Indemnification Payments for which Seller has not been repaid (including repayment pursuant to Section 5.9(b)) less any actual amounts previously offset under the Seller Offset Right. Seller agrees not to enforce any remedy in respect of the Security Interests until 10 Business Days have elapsed after a request by Seller, which has not been met, that any Indemnification Payments actually made be reimbursed to Seller. Subject to the foregoing limitations, in the event that Seller has a valid claim against IPH, the Transferred Company or one of its Subsidiaries, as applicable, in respect of a an Indemnification Payment, IPH shall make, or cause to be made, such payment promptly (and in any event no later than 10 Business Days following a request by Seller for payment); provided that, in the event IPH fails to make such payment within such 10-day period, Seller may, in its sole discretion and in addition to, and in no way in limitation of, its other rights and remedies herein, under applicable Law or contract, offset any payment obligation of Ameren Illinois Company, an Illinois corporation and wholly owned Subsidiary of Seller (“AIC”), to the Transferred Company against any amount owed to Seller under this Section 5.9 until such time as Seller or AIC has offset an aggregate amount of $35,000,000 (the “Seller Offset Right”) (and IPH hereby agrees, promptly following Closing, at the request of Seller, to cause the Transferred Company and Marketing Company to enter into a cross-affiliate set-off agreement with Seller and AIC giving effect to such arrangement in a form reasonably acceptable to each of Seller and IPH). Notwithstanding anything in this Agreement to the contrary, Seller may not offset any payment obligation of AIC to the extent that such payment obligation is for the benefit of Genco or any Subsidiary of Genco (regardless of the identity of the payee of such payment obligation). Notwithstanding anything in this Agreement to the contrary, Seller may not offset any payment obligation of AIC to the extent that such payment obligation is for the benefit of Genco or any Subsidiary of Genco (regardless of the identity of the payee of such payment obligation). (d) IPH shall at its sole expense use its commercially reasonable best efforts (and shall reasonably cooperate with Seller’s efforts) to cause Purchaser IPH or the Transferred Company or its or their respective Subsidiaries to be substituted in all respects for Seller and its Affiliates, and for Seller and its Affiliates to be released, effective as soon as reasonably practicable (but in any event within ninety days following possible after the Specified Period with respect to the Post-Closing Date)Credit Support, in respect of all obligations of Seller and any of its Affiliates under each the Post-Closing Credit Support. In furtherance and not in limitation of the guaranteespreceding sentence, indemnities(i) at Seller’s request IPH will use its commercially reasonable best efforts to, surety bondsand will cause its Affiliates (including the Transferred Company or its Subsidiaries) to use their commercially reasonable best efforts to, assign or cause to be assigned, effective as of the end of the Specified Period, any agreement underlying any Post-Closing Credit Support to IPH or a Subsidiary of IPH to give effect to the provisions of the preceding sentence and (ii) at Seller’s request, IPH will offer (and provide, if accepted) a sufficient amount of letters of credit, bank guarantee, keepwell agreements, commitments, understandings, agreements and other obligations of such Persons related credit from financial institutions reasonably acceptable to Seller to the Business, and listed in Section 7.13(b) counterparties or other related parties with respect to the Post-Closing Credit Support (not released prior to the end of the Specified Period to enable Seller and its Affiliates to terminate such Post-Closing Credit Support without liability or otherwise be released or replaced in connection therewith. For any Post-Closing Credit Support for which IPH or the Transferred Company Disclosure Schedule or its or their respective Subsidiaries, as applicable, is not substituted in all respects for Seller and its Affiliates (collectively, the “Substituted Guarantees”). Purchaser further agrees that, to the extent the beneficiary or counterparty under any Substituted Guarantee does not accept any such substitute guarantee, indemnity, surety bond, letter of credit, bank guarantee, keepwell agreement, commitment, understanding, agreement or other obligation proffered by Purchaser or to the extent and for which Seller and its Affiliates are not fully released) effective as of the end of the Specified Period, IPH shall continue to use its commercially reasonable best efforts and irrevocably released and discharged, Purchaser shall indemnify, defend and hold harmless Seller cause the Transferred Company and its Affiliates againstSubsidiaries to use their commercially reasonable best efforts to effect such substitution and release as soon as possible after the end of the Specified Period. (e) Subject to Section 5.9(a), from the date of this Agreement through Closing, Seller shall have the right to eliminate, terminate or set off (i) any of the Specified Financial Obligations and/or Credit Support (and/or the underlying physical and/or financial commodity products that are covered by such Credit Support at commercially reasonable market values) for calendar year 2016 or beyond; provided that IPH receives the positive fair market value of the positions held by the Transferred Company or any of its Subsidiaries as measured by a non-Affiliate counterparty pursuant to the terms of the underlying Contract (as such terms are in effect as of the date of this Agreement) in aggregate for such termination or set off and reimburse Seller and its Affiliates forneither IPH, the Transferred Company nor any reasonable and customary amounts actually paid, including costs or expenses Subsidiary of the Transferred Company has an obligation to pay a positive net amount to counterparties to such Credit Support in connection with such Substituted Guaranteetermination or set off; (ii) any Credit Support related to Contracts for physical and/or financial commodity products that does not have any Specified Financial Obligations outstanding thereunder and (iii) any other Credit Support as long as such elimination, including Seller’s and its Affiliates’ expenses termination or set off does not cause, result in, or permit, with the giving of notice, the passage of time, or both during the Specified Period, the termination, amendment or other effect on any Specified Financial Obligations, provided however that Seller may not for the Specified Period eliminate Credit Support related to Contracts whose pricing is cost-based on Plant related costs or any capacity Contracts in maintaining existence at Closing. Notwithstanding the foregoing, until the end of the Specified Period, Seller shall not eliminate or terminate or set off any of the Specified Financial Obligations under any Credit Support for calendar year 2014 or calendar year 2015 (or the underlying physical and/or financial commodity products that are covered by such Substituted GuaranteeCredit Support); provided, whether however, that Seller may eliminate, terminate or not set off any such Substituted Guarantee is drawn upon or required to be performed, and shall in any event promptly reimburse Seller or its Affiliates Credit Support but solely to the extent such termination, elimination or set off does not terminate, amend or otherwise have any Substituted Guarantee is called effect whatsoever on the Specified Financial Obligations. (f) During the Specified Period, promptly upon the request of IPH, the Transferred Company or any of its and their respective Subsidiaries, Seller shall provide such requesting Person the financial information relating to Seller or its Affiliates make any payment or are obligated Affiliate of Seller required by the terms of the Contracts subject to reimburse the party issuing the Substituted GuaranteePost-Closing Credit Support.

Guarantees; Commitments. (a) After the Closing, Purchaser agrees to indemnify, defend and hold harmless Seller and any of its Affiliates against any Losses that Seller or any of its Affiliates suffers, incurs or is liable for by reason of or arising out of or in consequence of: (i) Seller or any of its Affiliates issuing, making payment under, being required to pay or reimburse the issuer of, or being a party to, any guarantee, indemnity, surety bond, letter of credit, bank guarantee, keepwell agreement or other obligation relating exclusively to the Business, including those listed in Section 7.13(a) of the Company Disclosure Schedule and the Substitute Guarantees, but only to the extent attributable to acts, omissions or obligations of the Company, Purchaser or Purchaser’s Affiliates first arising following the Closing (collectively, the “Indemnified Guarantee Obligations”); (ii) any claim or demand for payment made on Seller or any of its Affiliates with respect to any of the Indemnified Guarantee Obligations; or (iii) any action, claim or proceeding by any Person who is or claims to be entitled to the benefit of or claims to be entitled to payment, reimbursement or indemnity with respect to any Indemnified Guarantee Obligations. (b) Purchaser shall use commercially reasonable best efforts to cause Purchaser itself or the Acquired Subsidiaries to be substituted in all respects for Seller Lumen and any of its Affiliates, and for Seller Lumen and its Affiliates to be released, effective as soon as reasonably practicable (but in any event within ninety days following of the Closing Date)Closing, in respect of all obligations of Seller Lumen and any of its Affiliates under each of the guarantees, indemnities, surety bonds, letters of credit, bank guaranteeletters of comfort, keepwell agreements, commitments, understandings, agreements and other similar obligations of such Persons related to the Business, and Business that are listed in Section 7.13(b) 5.11 of the Company Seller Disclosure Schedule Letter (collectively, the “Substituted Guarantees”) and Sellers shall reasonably cooperate with Purchaser to obtain any necessary release effective as of the Closing in form and substance reasonably satisfactory to Purchaser and Sellers with respect to all such Substituted Guarantees. If Purchaser has not obtained such substitution or release of Lumen and its Affiliates from any such Substituted Guarantees as of the Closing Date (each such Substituted Guarantees, until such time as such Substituted Guarantees is so released, a “Seller Continuing Guarantee”), then (a) Purchaser shall continue to use its reasonable best efforts to obtain promptly the substitution or release of Lumen and its Affiliates from each Seller Continuing Guarantee until the earlier of (i) the date that such release is obtained and (ii) the date that is one year following the date hereof and (b) any demand or draw upon, or withdrawal from, any Seller Continuing Guarantee or any cash or other collateral required to be posted in connection with or in the place of any Seller Continuing Guarantee and the carrying costs of any cash collateral, the fronting fee costs, and any other out-of-pocket costs and expenses resulting from a Seller Continuing Guarantee during such period shall be deemed an Assumed Liability, and Purchaser shall directly pay all such costs and expenses as required under the Seller Continuing Guarantee within five (5) Business Days of receipt from Sellers of notice of such obligation. Without limiting the foregoing, neither Purchaser further agrees that, to the extent the beneficiary nor any of its Affiliates shall extend or counterparty under renew any Contract containing or underlying a Substituted Guarantee does not accept unless, prior to or concurrently with such extension or renewal, one or more of the Acquired Subsidiaries are substituted in all respects for Lumen and any such substitute guaranteeof its Affiliates, indemnity, surety bond, letter of credit, bank guarantee, keepwell agreement, commitment, understanding, agreement or other obligation proffered by Purchaser or to the extent Seller and Lumen and its Affiliates are not fully released, in respect of all obligations of Lumen and irrevocably released and discharged, Purchaser shall indemnify, defend and hold harmless Seller and any of its Affiliates against, and reimburse Seller and its Affiliates for, any reasonable and customary amounts actually paid, including costs or expenses in connection with under such Substituted Guarantee, including Seller’s and its Affiliates’ expenses in maintaining such Substituted Guarantee, whether or not any such Substituted Guarantee is drawn upon or required to be performed, and shall in any event promptly reimburse Seller or its Affiliates to the extent any Substituted Guarantee is called upon and Seller or its Affiliates make any payment or are obligated to reimburse the party issuing the Substituted Guarantee.

Guarantees; Commitments. (a) After the Closing, Purchaser agrees and Seller shall use their respective reasonable best efforts to indemnify, defend and hold harmless cause a Purchaser Entity to be substituted in all respects for Seller and any of its Affiliates against any Losses that Affiliates, and for Seller or any of and its Affiliates suffersto be released, incurs effective as of the Closing, in respect of, or is liable for by reason otherwise terminate (and cause Seller and its Affiliates to be released in respect of), all obligations of or Seller and its Affiliates arising out of or in consequence of: (i) connection with Seller or any of its Affiliates issuing, making payment under, being required to pay or reimburse the issuer of, or being a party to, any guarantee, indemnity, contribution, surety bond, letter of credit, bank guaranteeletter of comfort, keepwell agreement commitment or other similar obligation relating exclusively to the BusinessBusiness or any Transferred Entities, including those listed in Section 7.13(a) each case whether arising from Contract, Permit, operation of the Company Disclosure Schedule and the Substitute Guarantees, but only to the extent attributable to acts, omissions Law or obligations of the Company, Purchaser or Purchaser’s Affiliates first arising following the Closing otherwise (collectively, the “Indemnified Guarantee ObligationsGuarantees”); ) listed on Section 4.9(a)(xvii) of the Seller Disclosure Letter. For the avoidance of doubt, and not in limitation of the foregoing, upon and after the Closing, Seller and its Affiliates may terminate any or all Guarantees. (iib) For any claim Guarantees for which Purchaser or demand any Transferred Entity is not substituted in all respects for payment made on Seller and its Affiliates (or for which Seller or any of its Affiliates with respect to any is not released) effective as of the Indemnified Guarantee Obligations; or Closing and that cannot otherwise be terminated effective as of the Closing (iii) any action, claim or proceeding by any Person who is or claims with Seller and its Affiliates to be entitled released in respect thereof), Purchaser and Seller shall continue to use their respective reasonable best efforts and shall cause their respective Affiliates to use their reasonable best efforts to effect such substitution or termination and release as soon as practicable after the benefit of or claims to be entitled to paymentClosing. Without limiting the foregoing, reimbursement or indemnity with respect to any Indemnified Guarantee Obligations. (b) Purchaser shall use commercially reasonable efforts not, and shall cause the Purchaser Entities not to, extend or renew any Contract or Permit containing or underlying a Guarantee unless, prior to cause or concurrently with such extension or renewal, Purchaser to be or the Transferred Entities are substituted in all respects for Seller and its Affiliates, and for Seller and its Affiliates to be are released, effective as soon as reasonably practicable (but in any event within ninety days following the Closing Date), in respect of all obligations of Seller and under such Guarantee. Notwithstanding the foregoing, nothing in this Section 6.10(b) shall require Purchaser or any of its Affiliates under each of the guarantees, indemnities, surety bonds, letters of credit, bank guarantee, keepwell agreements, commitments, understandings, agreements and other obligations of such Persons related to the Business, and listed in Section 7.13(b) of the Company Disclosure Schedule (collectively, the “Substituted Guarantees”). Purchaser further agrees that, to the extent the beneficiary or counterparty under any Substituted Guarantee does not accept any such substitute guarantee, indemnity, surety bond, letter of credit, bank guarantee, keepwell agreement, commitment, understanding, agreement or other obligation proffered by Purchaser or to the extent Seller and its Affiliates are not fully and irrevocably released and discharged, Purchaser shall indemnify, defend and hold harmless Seller and its Affiliates against, and reimburse Seller and its Affiliates for, any reasonable and customary amounts actually paid, including costs or expenses in connection with such Substituted Guarantee, including Seller’s and its Affiliates’ expenses in maintaining such Substituted Guarantee, whether or not any such Substituted Guarantee is drawn upon or required to be performed, and shall in any event promptly reimburse Seller or its Affiliates to the extent any Substituted Guarantee is called upon and Seller or its Affiliates make any payment or other concession to any Person, or commence or participate in any Action, in each case, in connection with this Section 6.10(b), in each case, other than payment obligations that are obligated to reimburse the party issuing the Substituted Guaranteeborne by Seller.

Guarantees; Commitments. (a) After the Closing, Purchaser agrees to Buyer and the Companies, jointly and severally, will forever indemnify, defend and hold harmless Seller and any of its Affiliates against any Losses Liabilities, damages, costs or expenses that Seller or any of its Affiliates suffers, incurs or is liable for by reason of or arising out of or in consequence of: (i) Seller or any of its Affiliates issuing, making payment under, being required to pay or reimburse the issuer of, or being a party to, any guarantee, lease, indemnity, surety bond, letter of credit, bank guarantee, keepwell agreement letter of comfort or other obligation relating exclusively to the Businessextent given in favor of the Company Group, including those listed in Section 7.13(a) of the Company Disclosure Schedule and the Substitute Guarantees, but only to the extent attributable to acts, omissions or obligations of the Company, Purchaser or Purchaser’s Affiliates first arising following the Closing on Exhibit 6.13 (collectively, the “Indemnified Guarantee ObligationsGuarantees”); (ii) any claim or demand for payment made on Seller or any of its Affiliates with respect to any of the Indemnified Guarantee ObligationsGuarantees; or (iii) any action, claim or proceeding Action by any Person who is or claims to be entitled to the benefit of or claims to be entitled to payment, reimbursement or indemnity with respect to any Indemnified Guarantee ObligationsGuarantees. (b) Purchaser shall Buyer will use commercially all reasonable best efforts to cause Purchaser itself or Parent or one of its Subsidiaries to be substituted in all respects for Seller and any of its Affiliates, and for Seller and its Affiliates to be released, effective as soon as reasonably practicable (but in any event within ninety days following of the Closing Date)Closing, in respect of all obligations of Seller and any of its Affiliates under each of the guarantees, leases, indemnities, letters of credit, surety bonds, letters of credit, bank guarantee, keepwell agreementscomfort, commitments, understandings, agreements Contracts and other obligations of such Persons related to the Business, and listed extent given in Section 7.13(b) favor of the Company Disclosure Schedule Group listed on Exhibit 6.13. For any items listed on Exhibit 6.13 for which Buyer, Parent or one of its Subsidiaries is not substituted in all respects for Seller and its Affiliates (collectively, the “Substituted Guarantees”). Purchaser further agrees that, to the extent the beneficiary or counterparty under any Substituted Guarantee does not accept any such substitute guarantee, indemnity, surety bond, letter of credit, bank guarantee, keepwell agreement, commitment, understanding, agreement or other obligation proffered by Purchaser or to the extent and for which Seller and its Affiliates are not fully released) effective as of the Closing, Buyer will continue to use all reasonable best efforts and irrevocably released will cause the Company Group to use all reasonable best efforts to effect such substitution and discharged, Purchaser shall indemnify, defend and hold harmless Seller and its Affiliates against, and reimburse Seller and its Affiliates for, any reasonable and customary amounts actually paid, including costs or expenses in connection with such Substituted Guarantee, including Seller’s and its Affiliates’ expenses in maintaining such Substituted Guarantee, whether or not any such Substituted Guarantee is drawn upon or required to be performed, and shall in any event promptly reimburse Seller or its Affiliates to release after the extent any Substituted Guarantee is called upon and Seller or its Affiliates make any payment or are obligated to reimburse the party issuing the Substituted GuaranteeClosing.

Guarantees; Commitments. (a) After the Closing, Purchaser agrees to indemnifyand the Transferred Entities, defend jointly and severally, shall forever indemnify and hold harmless Seller and any of its Affiliates (other than any Transferred Entity) against any Losses that Seller or any of its Affiliates (other than any Transferred Entity) suffers, incurs or is liable for by reason of or arising out of or in consequence of: (i) Seller or any of its Affiliates (other than any Transferred Entity) issuing, making payment under, being required to pay or reimburse the issuer of, or being a party to, any guarantee, indemnity, surety bond, letter of credit, bank guarantee, keepwell agreement or letter of comfort and other obligation obligations relating exclusively to the BusinessBusiness (other than the Non-Indemnified Guarantees), including those listed in Section 7.13(a5.10(a) of the Company Seller Disclosure Schedule and the Substitute Guarantees, but only to the extent attributable to acts, omissions or obligations of the Company, Purchaser or Purchaser’s Affiliates first arising following the Closing (collectively, the “Indemnified Guarantee ObligationsGuarantees”); (ii) any claim or demand for payment made on Seller or any of its Affiliates with respect to (other than any Transferred Entity) under any of the Indemnified Guarantee ObligationsGuarantees; or (iii) any action, claim or proceeding by any Person person who is or claims to be entitled to the benefit of or claims to be entitled to payment, reimbursement or indemnity with respect to any Indemnified Guarantee ObligationsGuarantees. (b) Purchaser shall use commercially its reasonable best efforts to cause Purchaser itself or the Transferred Entities to be substituted in all respects for Seller and its Affiliates, and for Seller and any of its Affiliates to be released(other than the Transferred Entities), effective as soon as reasonably practicable (but in any event within ninety days following of the Closing Date)Closing, in respect of all obligations of Seller and any of its Affiliates (other than the Transferred Entities) under each of the guarantees, indemnities, surety bonds, letters of credit, bank guarantee, keepwell agreementsletters of comfort, commitments, understandings, agreements and other obligations of such Persons related to the Business, and listed in Section 7.13(b5.10(b) of the Company Seller Disclosure Schedule (collectively, the “Substituted Non-Indemnified Guarantees”). . (c) If Purchaser further agrees thatis unable to effect such a substitution with respect to any of the Non-Indemnified Guarantees effective as of Closing (each a “Non-Substituted Guarantee”): (i) Purchaser must continue to use its reasonable best efforts to effect such a substitution of each Non-Substituted Guarantee as soon as practicable after Closing; (ii) Purchaser hereby indemnifies Seller and any of its Affiliates (other than the Transferred Entities) against any Losses that Seller or any of its Affiliates (other than the Transferred Entities) suffers, incurs or is liable for by reason of or arising out of or in consequence of: (A) Seller or any of its Affiliates (other than the Transferred Entities) issuing, making payment under, or being a party to, any Non-Substituted Guarantee; (B) any claim for payment made on Seller or any of its Affiliates (other than the Transferred Entities) under a Non-Substituted Guarantee; or (C) anything done by any person who is or claims to be entitled to the extent the beneficiary or counterparty under any benefit of a Non-Substituted Guarantee does not accept any such substitute guaranteeGuarantee; and (iii) Purchaser may, indemnity, surety bond, letter at its option obtain letters of credit, bank guaranteeon terms and from financial institutions satisfactory to Seller, keepwell agreement, commitment, understanding, agreement or other obligation proffered by Purchaser or with respect to the extent obligations covered by each of the Non-Substituted Guarantee and, as and from the date of the delivery of such a letter of credit to Seller and its Affiliates are not fully and irrevocably released and discharged, Purchaser shall indemnify, defend and hold harmless Seller and its Affiliates against, and reimburse Seller and its Affiliates for, any reasonable and customary amounts actually paid, including costs or expenses in connection with such relation to a Non-Substituted Guarantee, including Seller’s and its Affiliates’ expenses the indemnity in maintaining such Substituted Guarantee, whether or not any such Substituted Guarantee is drawn upon or required clause 5.10(c)(ii) will cease to be performed, and shall apply in any event promptly reimburse Seller or its Affiliates relation to the extent any Substituted Guarantee is called upon and Seller or its Affiliates make any payment or are obligated to reimburse the party issuing the that Non-Substituted Guarantee.

Guarantees; Commitments. (a) After From and after the ClosingClosing and until the earlier of (x) the applicable Guarantee is terminated and (y) Purchaser or on of its Affiliates is substituted for Parent or the applicable Affiliate of Parent under the applicable Guarantee in accordance with Section 6.9(b), Purchaser agrees to indemnifyand the Transferred Entities, defend jointly and severally, shall indemnify and hold harmless Seller Parent and any of its Affiliates against any Losses Liabilities that Seller Parent or any of its Affiliates sufferssuffer, incurs incur or is are liable for by reason of or arising out of or in consequence of: of (i) Seller Parent or any of its Affiliates issuing, making payment under, being required to pay or reimburse the issuer of, or being a party to, any of each guarantee, indemnity, surety bond, letter of credit, bank guaranteeletter of comfort, keepwell agreement or other obligation commitment or relating exclusively to the Business, including those Business or the Transferred Entities that is listed in on Section 7.13(a6.9(a) of the Company Parent Disclosure Schedule and the Substitute Guarantees, but only to the extent attributable to acts, omissions or obligations of the Company, Purchaser or Purchaser’s Affiliates first arising following the Closing (collectively, the “Indemnified Guarantee ObligationsGuarantees”); , (ii) any claim or demand for payment made by the guaranteed party in respect of the Guarantees on Seller Parent or any of its Affiliates with respect to any of the Indemnified Guarantee Obligations; Guarantees or (iii) any action, claim or proceeding Action by any Person who is or claims to be entitled to the benefit of or claims to be entitled to payment, reimbursement or indemnity with respect to any Indemnified Guarantee Obligations. (b) Guarantees, and shall reimburse Parent for any reasonable and documented out-of-pocket fees or expenses incurred in connection with any of the foregoing. After the Closing, at the request of Parent, Purchaser shall use commercially reasonable best efforts to cause Purchaser to be substituted in all respects for Seller and its Affiliates, and for Seller provide Parent and its Affiliates to be released, effective as soon as reasonably practicable (but in any event within ninety days following the Closing Date), in respect of all obligations of Seller and any of its Affiliates under each of the guarantees, indemnities, surety bonds, letters of credit, bank guarantee, keepwell agreements, commitments, understandings, agreements and other obligations of such Persons related to the Business, and listed in Section 7.13(b) of the Company Disclosure Schedule (collectively, the “Substituted Guarantees”). Purchaser further agrees that, to the extent the beneficiary or counterparty under any Substituted Guarantee does not accept any such substitute guarantee, indemnity, surety bond, with a letter of credit, bank guarantee, keepwell agreement, commitment, understanding, agreement credit or other obligation proffered bond in an amount directed by Purchaser or Parent equal to the extent Seller and its Affiliates are not fully and irrevocably released and discharged, Purchaser shall indemnify, defend and hold harmless Seller and its Affiliates against, and reimburse Seller and its Affiliates for, any reasonable and customary amounts actually paid, including costs or expenses in connection with such Substituted Guarantee, including SellerParent’s and its Affiliates’ expenses aggregate potential Liability in maintaining such Substituted Guarantee, whether respect of the Guarantees for which Parent and its Affiliates may be indemnified or reimbursed pursuant to this Section 6.9(a); provided that Purchaser shall not any such Substituted Guarantee is drawn upon or be required to be performed, and shall in any event promptly reimburse Seller provide such letter of credit or its Affiliates bond to the extent prohibited by any Substituted Guarantee is called upon and Seller credit agreement Purchaser or any of its Affiliates make any payment (including the Transferred Entities) are subject to or are obligated to reimburse the party issuing the Substituted Guaranteebound by.

Guarantees; Commitments. (a) After From and after the Closing, Purchaser agrees to indemnifyshall and shall cause the members of the Alkali Group to, defend jointly and severally, indemnify and hold harmless each member of the Seller Group and any of its Affiliates their respective managers, officers, directors, employees, representatives, agents, successors and assigns (collectively, “Seller Guarantors”) against any and all Losses that any Seller or any of its Affiliates Guarantor suffers, incurs or is liable for by reason of or arising out of or in consequence of: (i) of any Seller or any of its Affiliates issuingGuarantor being an issuer with respect to, making payment under, being required to pay or reimburse the issuer of, or being a party to, any guarantee, indemnity, surety bond, letter of credit, bank guarantee, keepwell agreement, consumer financing arrangements, or other similar commitment, understanding, agreement or other obligation relating exclusively to arising from any member of the Business, including those Alkali Group and listed in on Section 7.13(a6.7(a) of the Company Disclosure Schedule (which list may be supplemented by Seller after the date hereof and the Substitute Guarantees, but only at least two (2) Business Days prior to the extent attributable Closing Date to actsinclude any such guarantee, omissions indemnity, surety bond, letter of credit, bank guarantee, keepwell agreement, consumer financing arrangements, or obligations other similar commitment, understanding, agreement or obligation primarily relating any member of the Company, Purchaser or Purchaser’s Affiliates first arising following Alkali Group after the Closing date hereof in the ordinary course of business) (collectively, the “Indemnified Guarantee ObligationsGuarantees”); (ii) any claim or demand for payment made on any Seller or any of its Affiliates Guarantor with respect to any of the Indemnified Guarantee ObligationsGuarantees; or (iii) any actionAction, claim or proceeding by any Person who is or claims to be entitled to the benefit of or claims to be entitled to payment, reimbursement or indemnity with respect to any Indemnified Guarantee ObligationsGuarantees. (b) Prior to the Closing, Purchaser shall use commercially reasonable efforts (including renegotiating the material terms of the Indemnified Guarantees) to cause Purchaser itself or the members of the Alkali Group to be substituted in all respects for each applicable member of the Seller and its AffiliatesGroup, and for each such member of the Seller and its Affiliates Group to be released, effective as of the Closing or (if such substitution and release cannot be effected as of the Closing) as soon as reasonably practicable (but in any event within ninety days following possible after the Closing Date)Closing, in respect of all obligations of each such member of the Seller and any of its Affiliates Group under each of the guaranteesIndemnified Guarantees. For any Indemnified Guarantees for which Purchaser or the members of the Alkali Group, indemnitiesas applicable, surety bondsis not substituted in all respects for each applicable member of the Seller Group (or for which each such member of the Seller Group is not released) effective as of the Closing, letters Purchaser shall continue to use commercially reasonable efforts and shall cause the members of credit, bank guarantee, keepwell agreements, commitments, understandings, agreements the Alkali Group to use commercially reasonable efforts to effect such substitution and other obligations of such Persons related to release as promptly as practicable after the BusinessClosing, and listed Seller shall continue to reasonably cooperate in Section 7.13(b) of the Company Disclosure Schedule (collectively, the “Substituted Guarantees”)Purchaser’s efforts. Purchaser further agrees that, to the extent the beneficiary or counterparty under any Substituted Indemnified Guarantee does not accept any such substitute guarantee, indemnity, surety bond, letter of credit, bank guarantee, keepwell agreement, commitment, understanding, agreement or other obligation arrangement proffered by Purchaser or an Affiliate of Purchaser or to the extent each member of the Seller and its Affiliates are Group is not fully and irrevocably released and discharged, Purchaser shall indemnify, defend and hold harmless reimburse each member of the Seller and its Affiliates against, and reimburse Seller and its Affiliates Group for, any reasonable and customary all amounts actually paid, including costs or expenses in connection with such Substituted Indemnified Guarantee, including Seller’s and its Affiliates’ expenses in maintaining such Substituted Indemnified Guarantee, whether or not any such Substituted Indemnified Guarantee is drawn upon or required to be performed, and shall in any event promptly reimburse each member of the Seller or its Affiliates Group to the extent any Substituted Indemnified Guarantee is called upon and any member of the Seller or its Affiliates make Group makes any payment or are is obligated to reimburse the party Party issuing the Substituted such Indemnified Guarantee. (c) The Alkali Group is subject to certain rules and regulations put forth by the State of Wyoming Department of Environmental Quality, Land Quality Division (the “Wyoming DEQ”), including the requirement that mining operations in Wyoming be covered by a reclamation bond if the operator of such mine is unable to fulfill the reclamation requirements (the “Reclamation Requirements”). Pursuant to the Reclamation Requirements, the Alkali Group has provided surety bonds issued by Federal Insurance Company (the “Surety Bond Issuer”), Bond No. 8245-05-17 for the principal bond amount of $26,880,000.00, Bond No. 8245-05-18 for the principal bond amount of $51,814,000.00, and Bond No. 8245-05-19 for the principal bond amount of $878,400.00, in each case, in favor of the Wyoming DEQ, as beneficiary (collectively, the “Surety Bonds”), in connection with which each of Seller and Tronox Alkali Wyoming Corporation has executed a General Agreement of Indemnity in favor of the Surety Bond Issuer and Westchester Fire Insurance Company (the "Indemnity Agreement"). Purchaser acknowledges that, effective as of the Closing, the Indemnity Agreement shall be terminated, and, without limiting the generality of Section 6.7(b), Purchaser shall use commercially reasonable efforts to (i) cause the Wyoming DEQ to accept, effective as of the Closing, such form of assurance or collateral (whether it be by self-bonding, entering in an agreement substantially similar to the Indemnity Agreement vis a vis the Surety Bonds or otherwise) as may be reasonably requested by the Wyoming DEQ in order to comply with the Reclamation Requirements, (ii) deliver to Seller at Closing releases of its current obligations (including guaranties of self-bonding obligations and any of its obligations under the Surety Bonds or the Indemnity Agreement) under the Reclamation Requirements in form and substance reasonably satisfactory to Seller. Seller shall reasonably cooperate with Purchaser in connection with any such release under the Reclamation Requirements. (d) To the extent, if any, that any member of the Seller Group directly or indirectly retains, remains liable for, or has any credit exposure with respect to, any material obligation of any member of the Alkali Group, Purchaser shall, (i) upon Seller’s request, promptly and as soon as available furnish to Seller such annual, quarterly and monthly financial statements of Purchaser and members of the Alkali Group, including consolidated balance sheets, statements of income, cash flows and stockholders’ equity, for the applicable period, all in reasonable detail, and any other financial information or assurances as Seller may from time to time reasonably request, (ii) permit Seller to participate in any discussions or negotiations regarding any material term of any contract or agreement related to any Indemnified Guarantee for so long as any member of the Seller Group retains or remains directly or indirectly liable for, or has any credit exposure with respect to, such Indemnified Guarantee and (iii) during the period beginning ninety (90) days after the Closing Date and ending on the date on which Seller no longer directly or indirectly retains, remains liable for or has any credit exposure with respect to any Indemnified Guarantee, pay Seller, on a monthly basis (promptly following the end of each month), the Interest Rate on the aggregate outstanding amount of the Indemnified Guarantees that Seller directly or indirectly retains, remains liable for or has any credit exposure with respect to.

Guarantees; Commitments. (a) After the Closing, Purchaser agrees to the Company will forever indemnify, defend and hold harmless Seller Sellers and any of its their Affiliates against any Losses Liabilities, damages, costs or expenses that Seller Sellers or any of its their Affiliates suffers, incurs or is liable for following the Closing by reason of or arising out of or in consequence of: (i) Seller Sellers or any of its their Affiliates issuing, making payment under, being required to pay or reimburse the issuer of, or being a party to, any guarantee, lease, indemnity, surety bond, letter of credit, bank guarantee, keepwell agreement letter of comfort or other obligation relating exclusively to the Business, including those listed extent given in Section 7.13(a) favor of the Company Disclosure Schedule Group and (x) listed on Exhibit 6.12(a) or (y) entered into after the Substitute Guarantees, but only to the extent attributable to acts, omissions or obligations of the Company, Purchaser or Purchaser’s Affiliates first arising following the Closing date hereof in accordance with Section 6.1 (collectively, the “Indemnified Guarantee ObligationsGuarantees”); (ii) any claim or demand for payment made on a Seller or any of its Affiliates with respect to any of the Indemnified Guarantee ObligationsGuarantees; or (iii) any action, claim or proceeding Action by any Person who is or claims to be entitled to the benefit of or claims to be entitled to payment, reimbursement or indemnity with respect to any Indemnified Guarantee ObligationsGuarantees. (b) Purchaser shall Prior to the Closing, Buyer will use commercially all reasonable best efforts to cause Purchaser the Company Group Members to be substituted in all respects for Seller Sellers and its any of their Affiliates, and for Seller Sellers and its their Affiliates to be released, effective as soon as reasonably practicable (but in any event within ninety days following of the Closing Date)Closing, in respect of all obligations of Seller Sellers and any of its their Affiliates under each of the guarantees, indemnities, surety bonds, letters of credit, bank guarantee, keepwell agreements, commitments, understandings, agreements and other obligations of such Persons related to the BusinessIndemnified Guarantees, and listed in Section 7.13(b) of Sellers and their Affiliates shall reasonably cooperate with Buyer and the Company Disclosure Schedule with respect thereto. For any Indemnified Guarantee for which a Company Group Member is not substituted in all respects for Sellers and their Affiliates (collectively, the “Substituted Guarantees”). Purchaser further agrees that, to the extent the beneficiary or counterparty under any Substituted Guarantee does not accept any such substitute guarantee, indemnity, surety bond, letter of credit, bank guarantee, keepwell agreement, commitment, understanding, agreement or other obligation proffered by Purchaser or to the extent Seller and its for which Sellers and their Affiliates are not fully released) effective as of the Closing, the Company will continue to use all reasonable best efforts and irrevocably released will cause the Company Group Members to use all reasonable best efforts to effect such substitution and discharged, Purchaser shall indemnify, defend and hold harmless Seller and its Affiliates againstrelease after the Closing, and reimburse Seller Sellers and its their Affiliates for, any reasonable and customary amounts actually paid, including costs or expenses in connection shall continue to reasonably cooperate with such Substituted Guarantee, including Seller’s and its Affiliates’ expenses in maintaining such Substituted Guarantee, whether or not any such Substituted Guarantee is drawn upon or required to be performed, and shall in any event promptly reimburse Seller or its Affiliates to the extent any Substituted Guarantee is called upon and Seller or its Affiliates make any payment or are obligated to reimburse the party issuing the Substituted GuaranteeCompany with respect thereto.

Guarantees; Commitments. (a) After From and after the Closing, Purchaser agrees to indemnifyand the Transferred Entities, defend jointly and severally, shall forever indemnify and hold harmless Seller and any of its their respective Affiliates against any Losses Liabilities that Seller or any of its Affiliates sufferssuffer, incurs incur or is are liable for by reason of or arising out of or in consequence of: of (i) Seller or any of its Affiliates issuing, making payment under, being required to pay or reimburse the issuer of, or being a party to, any guarantee, indemnity, surety bond, letter of credit, bank guarantee, keepwell agreement letter of comfort or other similar obligation relating exclusively to the Business, including those listed in Section 7.13(a) of the Company Disclosure Schedule and the Substitute Guarantees, but only to the extent attributable to acts, omissions or obligations of the Company, Purchaser or Purchaser’s Affiliates first arising following the Closing Substituted Guarantees (collectively, the “Indemnified Guarantee ObligationsGuarantees”); , (ii) any claim or demand for payment made on Seller or any of its Affiliates with respect to any of the Indemnified Guarantee Obligations; Guarantees or (iii) any action, claim or proceeding Action by any Person who is or claims to be entitled to the benefit of or claims to be entitled to payment, reimbursement or indemnity with respect to any Indemnified Guarantee ObligationsGuarantees, and shall reimburse Seller for any out-of-pocket expenses incurred in connection with any of the foregoing. (b) Without limiting Section 5.9(a) in any respect, Purchaser shall use its commercially reasonable efforts to cause Purchaser itself, one of its Affiliates or the Transferred Entities to be substituted in all respects for Seller and any of its Affiliates, and for Seller and its Affiliates to be released, effective as soon as reasonably practicable (but in any event within ninety days following of the Closing Date)Closing, in respect of of, or otherwise terminate (and cause Seller and its Affiliates to be released in respect of), all obligations of Seller and any of its Affiliates under each of the guarantees, indemnities, surety bonds, letters of credit, bank guarantee, keepwell agreementsletters of comfort, commitments, understandings, agreements and other obligations of such Persons related to the Business, and listed in Section 7.13(b) of the Company Disclosure Schedule Business (collectively, the “Substituted Guarantees”). In furtherance and not in limitation of the foregoing, at Seller’s request, Purchaser further agrees thatshall and shall cause the Transferred Entities to, assign or cause to be assigned, any Contract or lease underlying a Substituted Guarantee to a Subsidiary of Purchaser meeting the applicable net worth and other requirements in such Contract or lease to give effect to the extent provisions of the beneficiary or counterparty under preceding sentence. For any Substituted Guarantee does not accept any such substitute guaranteeof the guarantees, indemnityindemnities, surety bond, letter letters of credit, bank guaranteeletters of comfort, keepwell agreementcommitments, commitmentunderstandings, understanding, agreement or agreements and other obligation proffered by obligations of Seller and any of their respective Affiliates related to the Business for which Purchaser or to the extent any Transferred Entity, as applicable, is not substituted in all respects for Seller and its Affiliates (or for which Seller and its Affiliates are not fully released) effective as of the Closing and irrevocably released and discharged, Purchaser shall indemnify, defend and hold harmless that cannot otherwise be terminated effective as of the Closing (with Seller and its Affiliates againstto be released in respect thereof), Purchaser shall continue to use its commercially reasonable efforts and shall cause the Transferred Entities to use their commercially reasonable efforts to effect such substitution or termination and release after the Closing. Without limiting the foregoing, neither Purchaser nor any of its Affiliates shall extend or renew any Contract containing or underlying a Substituted Guarantee unless, prior to or concurrently with such extension or renewal, Purchaser or the Transferred Entities are substituted in all respects for Seller and any of its Affiliates, and reimburse Seller and its Affiliates forare released, in respect of all obligations of Seller and any reasonable and customary amounts actually paid, including costs or expenses in connection with of its Affiliates under such Substituted Guarantee. (c) Seller shall provide Purchaser (i) within 45 days after the date of this Agreement, including Seller’s with a list of all surety bonds, letters of credit and letters of comfort and (ii) within 75 days after the date of this Agreement, with a list of all guarantees, indemnities, commitments, understandings, agreements and other obligations, in the case of each of clauses (i) and (ii), relating to the Business and pursuant to which Seller or any of its Affiliates’ expenses in maintaining such Substituted Guarantee, whether or not Affiliates has any such Substituted Guarantee is drawn upon or required obligations and that are to be performed, and shall in any event promptly reimburse Seller or its Affiliates to the extent any Substituted Guarantee is called upon and Seller or its Affiliates make any payment or are obligated to reimburse the party issuing the Substituted Guaranteecovered by this Section 5.9.

Guarantees; Commitments. (a) After From and after the Closing, Purchaser agrees to indemnifyshall and shall cause the members of the Education Group to, defend jointly and severally, indemnify and hold harmless Seller each member of the Parent Group and any of its Affiliates their respective managers, officers, directors, employees, representatives, agents, successors and assigns (collectively, “Parent Indemnitees”) against any Losses that Seller or any of its Affiliates Parent Indemnitee suffers, incurs or is liable for by reason of or arising out of or in consequence of: (i) Seller or any of its Affiliates Parent Indemnitee issuing, making payment under, being required to pay or reimburse the issuer of, or being a party to, any guarantee, indemnity, surety bond, letter of credit, bank guarantee, keepwell agreement, consumer financing arrangements, or other similar commitment, understanding, agreement or other obligation relating exclusively to the Business, including those Business listed in on Section 7.13(a5.8(a) of the Company Seller Disclosure Schedule and the Substitute Guarantees, but only to the extent attributable to acts, omissions or obligations of the Company, Purchaser or Purchaser’s Affiliates first arising following the Closing (collectively, the “Indemnified Guarantee ObligationsGuarantees”); (ii) any claim or demand for payment made on Seller or any of its Affiliates Parent Indemnitee with respect to any of the Indemnified Guarantee ObligationsGuarantees; or (iii) any actionAction, claim or proceeding by any Person who is or claims to be entitled to the benefit of or claims to be entitled to payment, reimbursement or indemnity with respect to any Indemnified Guarantee ObligationsGuarantees. (b) Prior to the Closing, Purchaser shall use commercially reasonable efforts to cause Purchaser itself or the members of the Education Group to be substituted in all respects for Seller and its Affiliateseach member of the Parent Group, and for Seller and its Affiliates each member of the Parent Group to be released, effective as of the Closing or (if such substitution and release cannot be effected as of the Closing) as soon as reasonably practicable possible after the Closing (but and, in any event within ninety event, no later than 30 days following the Closing Dateafter Closing), in respect of all obligations of Seller and any each member of its Affiliates the Parent Group under each of the guaranteesIndemnified Guarantees. At Parent’s request, indemnitiesPurchaser will, surety bondsand will cause the members of the Education Group to, letters assign or cause to be assigned, any lease underlying an Indemnified Guarantee to an Affiliate of credit, bank guarantee, keepwell agreements, commitments, understandings, agreements Purchaser meeting the applicable net worth and other obligations of requirements in such Persons related lease to give effect to the Businessprovisions of the preceding sentence. For any Indemnified Guarantees for which Purchaser or the members of the Education Group, as applicable, is not substituted in all respects for each member of the Parent Group (or for which each member of the Parent Group is not released) effective as of the Closing, Purchaser shall continue to use commercially reasonable efforts and shall cause the members of the Education Group to use commercially reasonable efforts to effect such substitution and release as soon as reasonably practicable after the Closing, and listed Parent and Sellers shall continue to reasonably cooperate in Section 7.13(b) of the Company Disclosure Schedule (collectively, the “Substituted Guarantees”)Purchaser’s efforts. Purchaser further agrees that, to the extent the beneficiary or counterparty under any Substituted Indemnified Guarantee does not accept any such substitute guarantee, indemnity, surety bond, letter of credit, bank guarantee, keepwell agreement, commitment, understanding, agreement or other obligation arrangement proffered by Purchaser or an Affiliate of Purchaser or to the extent Seller and its Affiliates are each member of the Parent Group is not fully and irrevocably released and discharged, Purchaser shall indemnify, defend hereby agrees to: (i) indemnify each member of the Parent Group for any and hold harmless Seller and its Affiliates against, and reimburse Seller and its Affiliates for, any reasonable and customary all amounts actually paid, including all reasonable and documented out-of-pocket costs or expenses in connection with such Substituted Guarantee, including Seller’s and its Affiliates’ expenses incurred in maintaining such Substituted Guarantee, whether or not any such Substituted Indemnified Guarantee is drawn upon or required to be performedfor each member of the Parent Group, and shall in any event (ii) promptly reimburse Seller or its Affiliates each member of the Parent Group to the extent any Substituted Indemnified Guarantee is called upon and Seller or its Affiliates make such member of the Parent Group makes any payment or are is obligated to reimburse the party Party issuing such Indemnified Guarantee. For the Substituted Guaranteeavoidance of doubt, Purchaser shall not replace any letters of credit or any other collateral which relates to any collateral provided by Sellers under any Seller insurance policy(ies) or self-insured programs.

Guarantees; Commitments. (a) After From and after the Closing, Purchaser agrees to indemnifyand the Transferred Group, defend jointly and severally, shall indemnify and hold harmless each Seller and any each of its Affiliates their respective Affiliates, directors, officers, employees, representatives, attorneys, accountants, advisors, agents and equity holders against any post-Closing Losses that Seller Sellers and their respective Affiliates, directors, officers, employees, representatives, attorneys, accountants, advisors, agents and equity holders suffer, incur or any of its Affiliates suffers, incurs or is are liable for by reason of or arising out of or in consequence of: (i) Seller or any of its Affiliates Sellers and their respective Affiliates, directors, officers, employees, representatives, attorneys, accountants, advisors, agents and equity holders issuing, making payment under, being required to pay or reimburse the issuer of, or being a party to, any guarantee, indemnity, surety bond, letter of credit, bank guarantee, keepwell agreement, consumer financing arrangements, or other similar commitment, understanding, agreement or other obligation relating exclusively to the Business, including those Business listed in Section 7.13(a5.7(a) of the Company Seller Disclosure Schedule and the Substitute Guarantees, but only to the extent attributable to acts, omissions or obligations of the Company, Purchaser or Purchaser’s Affiliates first arising following the Closing Substituted Guarantees (collectively, the “Indemnified Guarantee Obligations”Guarantees“); (ii) any claim or demand for payment made on Seller Sellers or any of its their respective Affiliates with respect to any of the Indemnified Guarantee ObligationsGuarantees; or (iii) any actionAction, claim or proceeding by any Person who is or claims to be entitled to the benefit of or claims to be entitled to payment, reimbursement or indemnity with respect to any Indemnified Guarantee ObligationsGuarantees. (b) Prior to the Closing, Purchaser shall use commercially its reasonable best efforts to cause Purchaser itself to be substituted in all respects for Seller and its Affiliates, and for each Seller and its Affiliates (other than the members of the Transferred Group), and for each Seller and its Affiliates (other than the members of the Transferred Group) to be released, in each case effective as of the Closing or (if such substitution and release cannot be effected as of the Closing) as soon as reasonably practicable (but in any event within ninety days following possible after the Closing Date)Closing, in respect of all obligations of each Seller and any of its Affiliates (other than the members of the Transferred Group) under each of the guarantees, indemnities, surety bonds, letters of credit, bank guarantee, keepwell agreements, consumer financing arrangements and other similar commitments, understandings, agreements and other obligations of such Persons related to the Business, and Business listed in on Section 7.13(b5.7(b) of the Company Seller Disclosure Schedule (collectively, the “Substituted Guarantees”“). In furtherance and not in limitation of the preceding sentence, at Sellers’ request, Purchaser further agrees thatwill, and will cause the Transferred Group to, assign or cause to be assigned, any lease underlying a Substituted Guarantee to an Affiliate of Purchaser meeting the applicable net worth and other requirements in such lease to give effect to the extent provisions of the beneficiary or counterparty under preceding sentence. For any Substituted Guarantee does not accept any such substitute guarantee, indemnity, surety bond, letter of credit, bank guarantee, keepwell agreement, commitment, understanding, agreement or other obligation proffered by Guarantees for which Purchaser or to the extent Transferred Group, as applicable, is not substituted in all respects for each Seller and its Affiliates (or for which each Seller and its Affiliates are not fully and irrevocably released and dischargedreleased) effective as of the Closing, Purchaser shall indemnify, defend continue to use reasonable best efforts and hold harmless shall cause the Transferred Group to use reasonable best efforts to effect such substitution and release after the Closing. For each letter of credit issued pursuant to the Credit Agreement for which Purchaser is not substituted in all respects for each Seller and its Affiliates against, and reimburse (or for which each Seller and its Affiliates forare not released) effective as of the Closing, any reasonable and customary amounts actually paid, including costs Purchaser shall either (x) cash collateralize such letter of credit in accordance with the provisions of the Credit Agreement or expenses in connection with such Substituted Guarantee, including Seller’s and its Affiliates’ expenses in maintaining such Substituted Guarantee, whether or not any such Substituted Guarantee is drawn upon or required to be performed, and shall in any event promptly reimburse Seller or its Affiliates (y) provide a backstop letter of credit satisfactory to the extent any Substituted Guarantee is called upon and Seller or its Affiliates make any payment or are obligated to reimburse Issuing Bank (as defined in the party issuing the Substituted GuaranteeCredit Agreement) of such letter of credit.

Guarantees; Commitments. (a) After Following the Closing until the earlier of (i) the date that is 24 months after the Closing Date and (ii) the date on which, pursuant to the applicable Contract, Credit Support is no longer required to be delivered (the “Specified Period”), Seller shall (x) maintain in effect without amendment all of its financial obligations in existence as of the Closing under all Credit Support with respect to the Transferred Company and its Subsidiaries (including, for the avoidance of doubt and without limitation, any cash loaned to Marketing Company by Seller or its Affiliates (other than the Transferred Company and its Subsidiaries) to post as collateral) (such financial obligations in existence as of the Closing, Purchaser agrees the “Specified Financial Obligations” ) for the durations contemplated thereby (but in no event beyond the Specified Period) and (y) provide any additional Credit Support that may be contractually required pursuant to any of the Contracts of the Transferred Company or any of its Subsidiaries as of Closing, in the case of each of clauses (x) and (y) in accordance with the terms thereof as in effect as of the Closing and only with respect to the underlying obligations existing as of the Closing (collectively, the “Post-Closing Credit Support” ). For the avoidance of doubt, (i) the Post-Closing Credit Support shall not be taken into account for purposes of determining the Applicable Amount or the Closing Statement and (ii) nothing in this Section 5.9(a) shall require Seller to extend the term of any Post-Closing Credit Support beyond the date on which such Post-Closing Credit Support would otherwise expire in accordance with the terms thereof. (b) At and after the Closing, IPH, the Transferred Company and its and their respective Subsidiaries, jointly and severally, shall forever indemnify, defend and hold harmless Seller and any of its Affiliates against any Losses (including out-of-pocket costs or expenses in connection with such Post-Closing Credit Support) that Seller or any of its Affiliates suffers, incurs or is liable for by reason of or arising out of or in consequence of: (i) Seller or any of its Affiliates issuing, making payment under, being required to pay or reimburse the issuer of, or being a party to, any guarantee, indemnity, surety bond, letter of credit, bank guarantee, keepwell agreement or other obligation relating exclusively to the Business, including those listed in Section 7.13(a) of the Company Disclosure Schedule and the Substitute Guarantees, but only to the extent attributable to acts, omissions or obligations of the Company, Purchaser or Purchaser’s Affiliates first arising following the Post-Closing (collectively, the “Indemnified Guarantee Obligations”)Credit Support; (ii) any claim or demand for payment made on Seller or any of its Affiliates with respect to any of the Indemnified Guarantee ObligationsPost-Closing Credit Support; or (iii) any actionAction, claim or proceeding by any Person who is or claims to be entitled to the benefit of or claims to be entitled to payment, reimbursement or indemnity with respect to any Indemnified Guarantee ObligationsPost-Closing Credit Support, in each case other than a Loss (including out-of-pocket costs or expenses in connection with such Post-Closing Credit Support) by reason of or arising out of or in consequence of (x) an action or inaction by Seller or any of its Affiliates prior to Closing that, prior to the Closing, triggered and then results in a right (whether or not exercised prior to Closing) by a counterparty to any Credit Support to demand Seller or any of its Affiliates issue, make payment under, be required to pay or reimburse such counterparty for any amounts owed under such Credit Support, (y) the breach by Seller of this Section 5.9 or (z) any event of default or other termination event occurring following the Closing with respect to any member of the Seller Group that results in a right by a counterparty to any Credit Support to demand Seller or any of its Affiliates issue, make payment under, be required to pay or reimburse such counterparty for any amounts owed under such Credit Support. Except as contemplated by Section 5.9(a), at the Closing and continuing thereafter, none of IPH or its Affiliates shall enter into any transactions, trades, confirmations or other agreements or arrangements pursuant to which any payment, reimbursement or other obligation would be required under any Post-Closing Credit Support or otherwise be an obligation of Seller or its Affiliates. (bc) Purchaser Further, and without limiting the indemnification obligations of IPH, the Transferred Company and its and their respective Subsidiaries pursuant to Section 5.9(b), in exchange for (i) Seller agreeing to provide value to the Transferred Company or one of its Subsidiaries, as applicable, through the Post-Closing Credit Support provided for under Section 5.9 (a), and (ii) the promises of, and other good and valuable consideration provided by, Seller, in each case as set forth herein and in connection herewith, IPH shall cause each of New AERG and Genco to provide a guaranty, in each case, substantially in the form of Exhibit F (the “New AERG Guaranty” and the “Genco Guaranty”, respectively ) and guarantying (A) the repayment of any amounts owed by IPH, the Transferred Company or any of their respective Subsidiaries pursuant to Section 5.9(b) and (B) any indemnification obligations of IPH pursuant to Section 7.2(a)(y) or 10.2(a)(iv) ((A) and (B) collectively “Indemnification Payments”); it being understood that the Genco Guaranty will only guarantee such Indemnification Payments to the extent not prohibited by the Indenture as in effect as of the date hereof. The Genco Guaranty shall be secured by a first-priority perfected security interest (subject to Permitted Liens) in the assets listed in Section 5.9(c)(i) of the Seller Disclosure Schedule only to the extent: (1) permitted by applicable Law and existing contractual obligations of the Transferred Company, its Subsidiaries or their respective assets and (2) the granting of such security interest in Genco’s assets would not require the grant of any security interest in such assets by Genco to any person (other than Seller) pursuant to any existing contractual obligation of Genco. The AERG Guaranty shall be secured by a first-priority perfected security interest (subject to Permitted Liens and only to the extent permitted by applicable Law and existing contractual obligations of the Transferred Company, its Subsidiaries or their respective assets) in the assets listed in Section 5.9(c)(ii) of the Seller Disclosure Schedule (such first-priority perfected security interests securing the Genco Guaranty and the AERG Guaranty, collectively, the “Security Interests”). Such Security Interests shall remain in place until the later of (x) the end of the Specified Period and (y) the date on which Seller or its Affiliates have been released from all Post-Closing Credit Support (such date, the “Release Date”); provided, however, that (I) in the event a written notice(s) of a claim(s) related to an Indemnification Payment has been given in accordance with Section 10.4(a) of this Agreement prior to the expiration of the Specified Period and such claim(s) has not been finally resolved prior to the Release Date, the Release Date automatically shall, solely with respect to the Indemnification Payment stated in such notice(s), be extended until such claim(s) is finally resolved or such Security Interest has been replaced by other credit support in a form reasonably acceptable to Seller, or (II) if the Transferred Company and/or any of its Subsidiaries file a petition for relief in a voluntary case, or a court enters an order for relief in an involuntary case, under the Bankruptcy Code on or prior to the Release Date (after taking into account any extension thereof pursuant to subclause I), the Release Date shall automatically extend until the earlier of (A) the entry of an Order granting relief under Section 362(d) of the Bankruptcy Code permitting Seller to foreclose on the assets subject to the Security Interests in respect of any amount owed to Seller or any of its Subsidiaries under any then-remaining Post-Closing Credit Support and (B) the release or discharge of the Security Interests pursuant to a final, non-appealable order of a court of competent jurisdiction closing the related bankruptcy case. Recourse to the Security Interests and claims against the Transferred Company or one of its Subsidiaries, as applicable, shall be limited to an amount equal to any Indemnification Payments for which Seller has not been repaid (including repayment pursuant to Section 5.9(b)) less any actual amounts previously offset under the Seller Offset Right. Seller agrees not to enforce any remedy in respect of the Security Interests until 10 Business Days have elapsed after a request by Seller, which has not been met, that any Indemnification Payments actually made be reimbursed to Seller. Subject to the foregoing limitations, in the event that Seller has a valid claim against IPH, the Transferred Company or one of its Subsidiaries, as applicable, in respect of a an Indemnification Payment, IPH shall make, or cause to be made, such payment promptly (and in any event no later than 10 Business Days following a request by Seller for payment); provided that, in the event IPH fails to make such payment within such 10-day period, Seller may, in its sole discretion and in addition to, and in no way in limitation of, its other rights and remedies herein, under applicable Law or contract, offset any payment obligation of Ameren Illinois Company, an Illinois corporation and wholly owned Subsidiary of Seller (“AIC” ), to the Transferred Company against any amount owed to Seller under this Section 5.9 until such time as Seller or AIC has offset an aggregate amount of $35,000,000 (the “Seller Offset Right”) (and IPH hereby agrees, promptly following Closing, at the request of Seller, to cause the Transferred Company and Marketing Company to enter into a cross-affiliate set-off agreement with Seller and AIC giving effect to such arrangement in a form reasonably acceptable to each of Seller and IPH). Notwithstanding anything in this Agreement to the contrary, Seller may not offset any payment obligation of AIC to the extent that such payment obligation is for the benefit of Genco or any Subsidiary of Genco (regardless of the identity of the payee of such payment obligation). Notwithstanding anything in this Agreement to the contrary, Seller may not offset any payment obligation of AIC to the extent that such payment obligation is for the benefit of Genco or any Subsidiary of Genco (regardless of the identity of the payee of such payment obligation). (d) IPH shall at its sole expense use its commercially reasonable best efforts (and shall reasonably cooperate with Seller’s efforts) to cause Purchaser IPH or the Transferred Company or its or their respective Subsidiaries to be substituted in all respects for Seller and its Affiliates, and for Seller and its Affiliates to be released, effective as soon as reasonably practicable (but in any event within ninety days following possible after the Specified Period with respect to the Post-Closing Date)Credit Support, in respect of all obligations of Seller and any of its Affiliates under each the Post-Closing Credit Support. In furtherance and not in limitation of the guaranteespreceding sentence, indemnities(i) at Seller’s request IPH will use its commercially reasonable best efforts to, surety bondsand will cause its Affiliates (including the Transferred Company or its Subsidiaries) to use their commercially reasonable best efforts to, assign or cause to be assigned, effective as of the end of the Specified Period, any agreement underlying any Post-Closing Credit Support to IPH or a Subsidiary of IPH to give effect to the provisions of the preceding sentence and (ii) at Seller’s request, IPH will offer (and provide, if accepted) a sufficient amount of letters of credit, bank guarantee, keepwell agreements, commitments, understandings, agreements and other obligations of such Persons related credit from financial institutions reasonably acceptable to Seller to the Business, and listed in Section 7.13(b) counterparties or other related parties with respect to the Post-Closing Credit Support (not released prior to the end of the Specified Period to enable Seller and its Affiliates to terminate such Post-Closing Credit Support without liability or otherwise be released or replaced in connection therewith. For any Post-Closing Credit Support for which IPH or the Transferred Company Disclosure Schedule or its or their respective Subsidiaries, as applicable, is not substituted in all respects for Seller and its Affiliates (collectively, the “Substituted Guarantees”). Purchaser further agrees that, to the extent the beneficiary or counterparty under any Substituted Guarantee does not accept any such substitute guarantee, indemnity, surety bond, letter of credit, bank guarantee, keepwell agreement, commitment, understanding, agreement or other obligation proffered by Purchaser or to the extent and for which Seller and its Affiliates are not fully released) effective as of the end of the Specified Period, IPH shall continue to use its commercially reasonable best efforts and irrevocably released and discharged, Purchaser shall indemnify, defend and hold harmless Seller cause the Transferred Company and its Affiliates againstSubsidiaries to use their commercially reasonable best efforts to effect such substitution and release as soon as possible after the end of the Specified Period. (e) Subject to Section 5.9(a), from the date of this Agreement through Closing, Seller shall have the right to eliminate, terminate or set off (i) any of the Specified Financial Obligations and/or Credit Support (and/or the underlying physical and/or financial commodity products that are covered by such Credit Support at commercially reasonable market values) for calendar year 2016 or beyond; provided that IPH receives the positive fair market value of the positions held by the Transferred Company or any of its Subsidiaries as measured by a non-Affiliate counterparty pursuant to the terms of the underlying Contract (as such terms are in effect as of the date of this Agreement) in aggregate for such termination or set off and reimburse Seller and its Affiliates forneither IPH, the Transferred Company nor any reasonable and customary amounts actually paid, including costs or expenses Subsidiary of the Transferred Company has an obligation to pay a positive net amount to counterparties to such Credit Support in connection with such Substituted Guaranteetermination or set off; (ii) any Credit Support related to Contracts for physical and/or financial commodity products that does not have any Specified Financial Obligations outstanding thereunder and (iii) any other Credit Support as long as such elimination, including Seller’s and its Affiliates’ expenses termination or set off does not cause, result in, or permit, with the giving of notice, the passage of time, or both during the Specified Period, the termination, amendment or other effect on any Specified Financial Obligations, provided however that Seller may not for the Specified Period eliminate Credit Support related to Contracts whose pricing is cost-based on Plant related costs or any capacity Contracts in maintaining existence at Closing. Notwithstanding the foregoing, until the end of the Specified Period, Seller shall not eliminate or terminate or set off any of the Specified Financial Obligations under any Credit Support for calendar year 2014 or calendar year 2015 (or the underlying physical and/or financial commodity products that are covered by such Substituted GuaranteeCredit Support); provided, whether however, that Seller may eliminate, terminate or not set off any such Substituted Guarantee is drawn upon or required to be performed, and shall in any event promptly reimburse Seller or its Affiliates Credit Support but solely to the extent such termination, elimination or set off does not terminate, amend or otherwise have any Substituted Guarantee is called effect whatsoever on the Specified Financial Obligations. (f) During the Specified Period, promptly upon the request of IPH, the Transferred Company or any of its and their respective Subsidiaries, Seller shall provide such requesting Person the financial information relating to Seller or its Affiliates make any payment or are obligated Affiliate of Seller required by the terms of the Contracts subject to reimburse the party issuing the Substituted GuaranteePost-Closing Credit Support.

Guarantees; Commitments. (a) After From and after the ClosingClosing until the expiration of the applicable statute of limitations, Purchaser agrees to Buyer and the Transferred Group, jointly and severally, shall indemnify, defend and hold harmless Seller Parent and any of its Affiliates against any Losses Liabilities that Seller Parent or any of its Affiliates sufferssuffer, incurs incur or is are liable for that accrue or arise after the Closing by reason of or arising out of or in consequence of: of (i) Seller Parent or any of its Affiliates issuing, making payment under, being required to pay or reimburse the issuer of, or being a party to, any guarantee, indemnity, surety bond, letter of credit, bank guarantee, keepwell agreement letter of comfort or other similar obligation relating exclusively to the Business, including those listed in Section 7.13(a) Business or the Transferred Group that was obtained or given by Seller Parent or any of the Company Disclosure Schedule and the Substitute Guarantees, but only its Affiliates prior to the extent attributable to actsdate hereof or, omissions or obligations with the prior written consent of Buyer, after the Company, Purchaser or Purchaser’s Affiliates first arising following the Closing date hereof (collectively, the “Indemnified Guarantee ObligationsSeller Guarantees”); , (ii) any claim or demand for payment made on Seller Parent or any of its Affiliates with respect to any of the Indemnified Guarantee Obligations; Seller Guarantees that result from post-Closing facts or circumstances or (iii) any action, claim or proceeding Proceeding by any Person who is or claims to be entitled to the benefit of or claims to be entitled to payment, reimbursement or indemnity with respect to any Indemnified Guarantee ObligationsSeller Guarantees as a result of post-Closing facts or circumstances, and shall reimburse Seller Parent for any out-of-pocket expenses incurred in connection with any of the foregoing. (b) Purchaser Without limiting Section 9.5(a) in any respect, Buyer shall use its commercially reasonable efforts to cause Purchaser itself or one of its Controlled Affiliates to be substituted in all respects for Seller Parent and any of its Affiliates, and for Seller Parent and its Affiliates to be released, effective as soon as reasonably practicable (but in any event within ninety days following of the Closing Date)Closing, in respect of of, or otherwise terminate (and cause Seller Parent and its Affiliates to be released in respect of), all obligations of Seller Parent and any of its Affiliates under each of the guarantees, indemnities, surety bonds, letters of credit, bank guarantee, keepwell agreements, commitments, understandings, agreements and other obligations of such Persons related to the Business, and listed in Section 7.13(b) Seller Guarantees. For any of the Company Disclosure Schedule Seller Guarantees for which Buyer or an Affiliate thereof is not substituted in all respects for Seller Parent and its Affiliates (collectively, the “Substituted Guarantees”). Purchaser further agrees that, to the extent the beneficiary or counterparty under any Substituted Guarantee does not accept any such substitute guarantee, indemnity, surety bond, letter of credit, bank guarantee, keepwell agreement, commitment, understanding, agreement or other obligation proffered by Purchaser or to the extent for which Seller Parent and its Affiliates are not fully released) effective as of the Closing and irrevocably released and discharged, Purchaser shall indemnify, defend and hold harmless that cannot otherwise be terminated effective as of the Closing (with Seller Parent and its Affiliates againstto be released in respect thereof), Buyer shall continue to use its commercially reasonable efforts to effect such substitution or termination and release after the Closing. Without limiting the foregoing, neither Buyer nor any of its Affiliates shall extend or renew any Contract containing or underlying a Seller Guarantee unless, prior to or concurrently with such extension or renewal, Buyer or an Affiliate thereof is substituted in all respects for Seller Parent and any of its Affiliates, and reimburse Seller Parent and its Affiliates forare released, in respect of all obligations of Seller Parent and any reasonable and customary amounts actually paid, including costs or expenses in connection with such Substituted Guarantee, including Seller’s and its Affiliates’ expenses in maintaining such Substituted Guarantee, whether or not any such Substituted Guarantee is drawn upon or required to be performed, and shall in any event promptly reimburse Seller or of its Affiliates to the extent any Substituted Guarantee is called upon and under such Seller or its Affiliates make any payment or are obligated to reimburse the party issuing the Substituted Guarantee.

Guarantees; Commitments. (a) After From and after the Closing, Purchaser agrees to indemnifyshall and shall cause the members of the Alkali Group to, defend jointly and severally, indemnify and hold harmless each member of the Seller Group and any of its Affiliates their respective managers, officers, directors, employees, representatives, agents, successors and assigns (collectively, “Seller Guarantors”) against any and all Losses that any Seller or any of its Affiliates Guarantor suffers, incurs or is liable for by reason of or arising out of or in consequence of: (i) of any Seller or any of its Affiliates issuingGuarantor being an issuer with respect to, making payment under, being required to pay or reimburse the issuer of, or being a party to, any guarantee, indemnity, surety bond, letter of credit, bank guarantee, keepwell agreement, consumer financing arrangements, or other similar commitment, understanding, agreement or other obligation relating exclusively to arising from any member of the Business, including those Alkali Group and listed in on Section 7.13(a6.7(a) of the Company Disclosure Schedule (which list may be supplemented by Seller after the date hereof and the Substitute Guarantees, but only at least two (2) Business Days prior to the extent attributable Closing Date to actsinclude any such guarantee, omissions indemnity, surety bond, letter of credit, bank guarantee, keepwell agreement, consumer financing arrangements, or obligations other similar commitment, understanding, agreement or obligation primarily relating any member of the Company, Purchaser or Purchaser’s Affiliates first arising following Alkali Group after the Closing date hereof in the ordinary course of business) (collectively, the “Indemnified Guarantee ObligationsGuarantees”); (ii) any claim or demand for payment made on any Seller or any of its Affiliates Guarantor with respect to any of the Indemnified Guarantee ObligationsGuarantees; or (iii) any actionAction, claim or proceeding by any Person who is or claims to be entitled to the benefit of or claims to be entitled to payment, reimbursement or indemnity with respect to any Indemnified Guarantee ObligationsGuarantees. (b) Prior to the Closing, Purchaser shall use commercially reasonable efforts (including renegotiating the material terms of the Indemnified Guarantees) to cause Purchaser itself or the members of the Alkali Group to be substituted in all respects for each applicable member of the Seller and its AffiliatesGroup, and for each such member of the Seller and its Affiliates Group to be released, effective as of the Closing or (if such substitution and release cannot be effected as of the Closing) as soon as reasonably practicable (but in any event within ninety days following possible after the Closing Date)Closing, in respect of all obligations of each such member of the Seller and any of its Affiliates Group under each of the guaranteesIndemnified Guarantees. For any Indemnified Guarantees for which Purchaser or the members of the Alkali Group, indemnitiesas applicable, surety bondsis not substituted in all respects for each applicable member of the Seller Group (or for which each such member of the Seller Group is not released) effective as of the Closing, letters Purchaser shall continue to use commercially reasonable efforts and shall cause the members of credit, bank guarantee, keepwell agreements, commitments, understandings, agreements the Alkali Group to use commercially reasonable efforts to effect such substitution and other obligations of such Persons related to release as promptly as practicable after the BusinessClosing, and listed Seller shall continue to reasonably cooperate in Section 7.13(b) of the Company Disclosure Schedule (collectively, the “Substituted Guarantees”)Purchaser’s efforts. Purchaser further agrees that, to the extent the beneficiary or counterparty under any Substituted Indemnified Guarantee does not accept any such substitute guarantee, indemnity, surety bond, letter of credit, bank guarantee, keepwell agreement, commitment, understanding, agreement or other obligation arrangement proffered by Purchaser or an Affiliate of Purchaser or to the extent each member of the Seller and its Affiliates are Group is not fully and irrevocably released and discharged, Purchaser shall indemnify, defend and hold harmless reimburse each member of the Seller and its Affiliates against, and reimburse Seller and its Affiliates Group for, any reasonable and customary all amounts actually paid, including costs or expenses in connection with such Substituted Indemnified Guarantee, including Seller’s and its Affiliates’ expenses in maintaining such Substituted Indemnified Guarantee, whether or not any such Substituted Indemnified Guarantee is drawn upon or required to be performed, and shall in any event promptly reimburse each member of the Seller or its Affiliates Group to the extent any Substituted Indemnified Guarantee is called upon and any member of the Seller or its Affiliates make Group makes any payment or are is obligated to reimburse the party Party issuing the Substituted such Indemnified Guarantee. (c) The Alkali Group is subject to certain rules and regulations put forth by the State of Wyoming Department of Environmental Quality, Land Quality Division (the “Wyoming DEQ”), including the requirement that mining operations in Wyoming be covered by a reclamation bond if the operator of such mine is unable to fulfill the reclamation requirements (the “Reclamation Requirements”). Pursuant to the Reclamation Requirements, the Alkali Group has provided surety bonds issued by Federal Insurance Company (the “Surety Bond Issuer”), Bond No. 8245-05-17 for the principal bond amount of $26,880,000.00, Bond No. 8245-05-18 for the principal bond amount of $51,814,000.00, and Bond No. 8245-05-19 for the principal bond amount of $878,400.00, in each case, in favor of the Wyoming DEQ, as beneficiary (collectively, the “Surety Bonds”), in connection with which each of Seller and Tronox Alkali Wyoming Corporation has executed a General Agreement of Indemnity in favor of the Surety Bond Issuer and Westchester Fire Insurance Company (the “Indemnity Agreement”). Purchaser acknowledges that, effective as of the Closing, the Indemnity Agreement shall be terminated, and, without limiting the generality of Section 6.7(b), Purchaser shall use commercially reasonable efforts to (i) cause the Wyoming DEQ to accept, effective as of the Closing, such form of assurance or collateral (whether it be by self-bonding, entering in an agreement substantially similar to the Indemnity Agreement vis a vis the Surety Bonds or otherwise) as may be reasonably requested by the Wyoming DEQ in order to comply with the Reclamation Requirements, (ii) deliver to Seller at Closing releases of its current obligations (including guaranties of self-bonding obligations and any of its obligations under the Surety Bonds or the Indemnity Agreement) under the Reclamation Requirements in form and substance reasonably satisfactory to Seller. Seller shall reasonably cooperate with Purchaser in connection with any such release under the Reclamation Requirements. (d) To the extent, if any, that any member of the Seller Group directly or indirectly retains, remains liable for, or has any credit exposure with respect to, any material obligation of any member of the Alkali Group, Purchaser shall, (i) upon Seller’s request, promptly and as soon as available furnish to Seller such annual, quarterly and monthly financial statements of Purchaser and members of the Alkali Group, including consolidated balance sheets, statements of income, cash flows and stockholders’ equity, for the applicable period, all in reasonable detail, and any other financial information or assurances as Seller may from time to time reasonably request, (ii) permit Seller to participate in any discussions or negotiations regarding any material term of any contract or agreement related to any Indemnified Guarantee for so long as any member of the Seller Group retains or remains directly or indirectly liable for, or has any credit exposure with respect to, such Indemnified Guarantee and (iii) during the period beginning ninety (90) days after the Closing Date and ending on the date on which Seller no longer directly or indirectly retains, remains liable for or has any credit exposure with respect to any Indemnified Guarantee, pay Seller, on a monthly basis (promptly following the end of each month), the Interest Rate on the aggregate outstanding amount of the Indemnified Guarantees that Seller directly or indirectly retains, remains liable for or has any credit exposure with respect to.

Guarantees; Commitments. (a) After From and after the Closing, Purchaser agrees to indemnifyand the Transferred Companies, defend jointly and severally, shall forever indemnify and hold harmless Seller the Sellers and any of its their respective Affiliates against any Losses that Seller the Sellers or any of its their respective Affiliates sufferssuffer, incurs incur or is are liable for by reason of or arising out of or in consequence of: of (i) Seller the Sellers or any of its their respective Affiliates issuing, making payment under, being required to pay or reimburse the issuer of, or being a party to, any guaranteeSubstituted Guarantee, indemnity, surety bond, letter of credit, bank guarantee, keepwell agreement or other obligation relating exclusively to the Business, including those listed in Section 7.13(a) of the Company Disclosure Schedule and the Substitute Guarantees, but only to the extent attributable to acts, omissions or obligations of the Company, Purchaser or Purchaser’s Affiliates first arising following the Closing (collectively, the “Indemnified Guarantee Obligations”); (ii) any claim or demand for payment made on Seller the Sellers or any of its their respective Affiliates with respect to any of the Indemnified Guarantee Obligations; Substituted Guarantees or (iii) any action, claim or proceeding Action by any Person who is or claims to be entitled to the benefit of or claims to be entitled to payment, reimbursement or indemnity with respect to any Indemnified Guarantee ObligationsSubstituted Guarantees, and shall reimburse the Sellers for any expenses incurred in connection with any of the foregoing. (b) Without limiting Section 5.10(a) in any respect, Purchaser shall use commercially its reasonable efforts best efforts, at its sole expense, to cause Purchaser itself, its Affiliates or the Transferred Companies to be substituted in all respects for Seller the Sellers and its any of their respective Affiliates, and for Seller the Sellers and its their respective Affiliates to be released, effective as soon as reasonably practicable (but in any event within ninety days following of the Closing Date)Closing, in respect of of, or otherwise terminate (and cause the Sellers and their respective Affiliates to be released in respect of), all obligations of Seller the Sellers and any of its their respective Affiliates under each of the guarantees, indemnities, surety bonds, letters of credit, bank guarantee, keepwell agreementsletters of comfort, commitments, understandings, agreements and other obligations of such Persons to the extent related to the Business, and listed in Business that are set forth on Section 7.13(b5.10(b) of the Company Seller Disclosure Schedule (collectively, the “Substituted Guarantees”). Purchaser further agrees thatFor any of the Substituted Guarantees for which Purchaser, to its Affiliate or any Transferred Company, as applicable, is not substituted in all respects for the extent Sellers and their respective Affiliates (or for which the beneficiary or counterparty under any Substituted Guarantee does not accept any such substitute guarantee, indemnity, surety bond, letter of credit, bank guarantee, keepwell agreement, commitment, understanding, agreement or other obligation proffered by Purchaser or to the extent Seller Sellers and its their respective Affiliates are not fully released) effective as of the Closing and irrevocably that cannot otherwise be terminated effective as of the Closing (with the Sellers and their respective Affiliates to be released and dischargedin respect thereof), Purchaser shall indemnifycontinue to use its reasonable best efforts and shall cause the Transferred Companies to use their reasonable best efforts to effect such substitution or termination and release after the Closing. Without limiting the foregoing, defend and hold harmless Seller and neither Purchaser nor any of its Affiliates againstshall extend or renew any Contract containing or underlying a Substituted Guarantee unless, prior to or concurrently with such extension or renewal, Purchaser or the Transferred Companies are substituted in all respects for the Sellers and any of their respective Affiliates, and reimburse Seller the Sellers and its their respective Affiliates forare released, in respect of all obligations of the Sellers and any reasonable and customary amounts actually paid, including costs or expenses in connection with of their respective Affiliates under such Substituted Guarantee, including Seller’s and its Affiliates’ expenses in maintaining such Substituted Guarantee, whether or not any such Substituted Guarantee is drawn upon or required to be performed, and shall in any event promptly reimburse Seller or its Affiliates to the extent any Substituted Guarantee is called upon and Seller or its Affiliates make any payment or are obligated to reimburse the party issuing the Substituted Guarantee.

Guarantees; Commitments. (a) After From and after the Closing, Purchaser agrees to indemnifyand the Transferred Entities, defend jointly and severally, shall forever indemnify and hold harmless Seller the Sellers and any of its their respective Affiliates against any Losses Liabilities that Seller the Sellers or any of its their respective Affiliates sufferssuffer, incurs incur or is are liable for by reason of or arising out of or in consequence of: of (i) Seller the Sellers or any of its their respective Affiliates issuing, making payment under, being required to pay or reimburse the issuer of, or being a party to, any guarantee, indemnity, surety bond, letter of credit, bank guarantee, keepwell agreement letter of comfort or other similar obligation relating exclusively to the Business, including those extent relating to the Business listed in on Section 7.13(a5.11(a) of the Company Seller Disclosure Schedule (which list may be supplemented by Parent and the Substitute GuaranteesSellers after the date hereof and at least three (3) Business Days prior to the anticipated Closing Date to include any such guarantee, but only indemnity, surety bond, letter of credit, letter of comfort or other similar obligation to the extent attributable relating to acts, omissions or obligations the Business entered into in the ordinary course of the Company, Purchaser or Purchaser’s Affiliates first arising following the Closing business) (collectively, the “Indemnified Guarantee ObligationsGuarantees”); , (ii) any claim or demand for payment made on Seller the Sellers or any of its their respective Affiliates with respect to any of the Indemnified Guarantee Obligations; Guarantees or (iii) any action, claim or proceeding Action by any Person who is or claims to be entitled to the benefit of or claims to be entitled to payment, reimbursement or indemnity with respect to any Indemnified Guarantee ObligationsGuarantees. (b) Without limiting Section 5.11(a) in any respect, Purchaser shall use commercially its reasonable best efforts to cause Purchaser itself or the Transferred Entities to be substituted in all respects for Seller the Sellers and its Affiliates, any of their respective Affiliates and for Seller the Sellers and its their respective Affiliates to be released, effective as soon as reasonably practicable (but in any event within ninety days following of the Closing Date)Closing, in respect of all obligations of Seller the Sellers and any of its their respective Affiliates under each of the guarantees, indemnities, surety bonds, letters of credit, bank guarantee, keepwell agreementsletters of comfort, commitments, understandings, agreements and other obligations of such Persons related to the Business, and Business listed in Section 7.13(b5.11(b) of the Company Seller Disclosure Schedule (collectively, which list may be supplemented by Parent and the “Substituted Guarantees”). Purchaser further agrees that, Sellers after the date hereof and at least three (3) Business Days prior to the extent the beneficiary or counterparty under any Substituted Guarantee does not accept anticipated Closing Date to include any such substitute guarantee, indemnity, surety bond, letter of credit, bank guarantee, keepwell agreement, commitment, understanding, agreement letter of comfort or other similar obligation proffered by Purchaser or to the extent relating to the Business entered into in the ordinary course of business) (collectively, the “Substituted Guarantees”), and the Sellers shall reasonably cooperate in Purchaser’s efforts. In furtherance and not in limitation of the foregoing, at Parent’s or a Seller’s request, Purchaser shall, and shall after the Closing cause the Transferred Entities to use their respective reasonable best efforts to assign or cause to be assigned, any lease underlying a Substituted Guarantee to a Subsidiary of Purchaser meeting the applicable net worth and other requirements in such lease to give effect to the provisions of the preceding sentence. For any items listed in Section 5.11(b) of the Seller Disclosure Schedule for which Purchaser or any Transferred Entity, as applicable, is not substituted in all respects for the Sellers and its their respective Affiliates (or for which the Sellers and their respective Affiliates (other than the Transferred Entities) are not fully and irrevocably released and dischargedreleased), effective as of the Closing, Purchaser shall indemnify, defend and hold harmless Seller and continue to use its Affiliates againstreasonable best efforts, and reimburse Seller shall cause the Transferred Entities to use their reasonable best efforts, to effect such substitution and its Affiliates forrelease after the Closing, and Parent and the Sellers shall continue to reasonably cooperate in Purchaser’s efforts; provided, that, none of the Sellers or any reasonable and customary amounts actually paid, including of their respective Subsidiaries shall have any obligation to make payments or incur any costs or expenses expenses, grant any concession or incur any other Liability in connection with such Substituted Guarantee, including Seller’s cooperation pursuant to this Section 5.11 except to the extent Purchaser agrees to promptly reimburse Sellers or any of their respective Subsidiaries or agrees to fully indemnify Parent and its Affiliates for any such Liabilities to Parent’s satisfaction. Without limiting the foregoing, neither Purchaser nor any of its Subsidiaries shall extend or renew any Contract containing or underlying a Substituted Guarantee unless, prior to or concurrently with such extension or renewal, the Transferred Entities are substituted in all respects for the Sellers and any of their respective Affiliates’ expenses , and the Sellers and their respective Affiliates are released, in maintaining respect of all obligations of the Sellers and any of their respective Affiliates under such Substituted Guarantee. In no event shall Parent, whether Purchaser, the Transferred Entities or not any such Substituted Guarantee is drawn upon or required to of their respective Affiliates be performed, and shall in any event promptly reimburse Seller or its Affiliates to the extent any Substituted Guarantee is called upon and Seller or its Affiliates make any payment or are obligated to reimburse pay any money to any person to effect the party issuing the Substituted Guaranteesubstitutions described in this Section 5.11(b), other than de minimis amounts.

Guarantees; Commitments. (a) After From and after the Closing, Purchaser agrees to indemnifyBuyer shall and shall cause the Company and its Affiliates to, defend jointly and severally, indemnify and hold harmless Seller and its respective managers, officers, directors, employees, Representatives, agents, successors and assigns (collectively, “Seller Guarantors”) against (A) any of its Affiliates against any and all Losses that any Seller or any of its Affiliates Guarantor suffers, incurs or is liable for by reason of or arising out of or in consequence of: (i) of any Seller or any of its Affiliates issuingGuarantor being an issuer with respect to, making payment under, being required to pay or reimburse the issuer of, or being a party to, any guarantee, indemnity, surety bond, letter of credit, bank guarantee, keepwell 37 agreement, consumer financing arrangements, or other similar commitment, understanding, agreement or other obligation relating exclusively to arising from the Business, including those Company or its Affiliates and listed in on Section 7.13(a5.7(a) of the Company Disclosure Schedule and the Substitute Guarantees, but only to the extent attributable to acts, omissions or obligations of the Company, Purchaser or Purchaser’s Affiliates first arising following the Closing (collectively, the “Indemnified Guarantee ObligationsGuarantees”); (iiB) any claim or demand for payment made on any Seller or any of its Affiliates Guarantor with respect to any of the Indemnified Guarantee ObligationsGuarantees; or (iiiC) any actionAction, claim or proceeding by any Person who is or claims to be entitled to the benefit of or claims to be entitled to payment, reimbursement or indemnity with respect to any Indemnified Guarantee ObligationsGuarantees. (b) Purchaser For any Indemnified Guarantees for which Buyer or the Company and its Affiliates, as applicable, is not substituted in all respects for each Seller Guarantor (or for which such Seller Guarantor is not released) effective as of the Closing, Buyer shall use commercially reasonable efforts to and shall cause Purchaser to be substituted in all respects for Seller and its Affiliates, and for Seller the Company and its Affiliates to be released, effective use commercially reasonable efforts to effect such substitution and release as soon promptly as reasonably practicable (but in any event within ninety days following after the Closing Date), in respect of all obligations of Seller and any of its Affiliates under each of the guarantees, indemnities, surety bonds, letters of credit, bank guarantee, keepwell agreements, commitments, understandings, agreements and other obligations of such Persons related to the BusinessClosing, and listed Seller shall continue to reasonably cooperate in Section 7.13(b) of the Company Disclosure Schedule (collectively, the “Substituted Guarantees”)Buyer’s efforts. Purchaser Buyer further agrees that, to the extent the beneficiary or counterparty under any Substituted Indemnified Guarantee does not accept any such substitute guarantee, indemnity, surety bond, letter of credit, bank guarantee, keepwell agreement, commitment, understanding, agreement or other obligation arrangement proffered by Purchaser Buyer or an Affiliate of Buyer or to the extent each Seller and its Affiliates are Guarantor is not fully and irrevocably released and discharged, Purchaser Buyer shall indemnify, defend reimburse each Seller Guarantor for any and hold harmless Seller and its Affiliates against, and reimburse Seller and its Affiliates for, any reasonable and customary all amounts actually paid, including costs or expenses in connection with such Substituted Indemnified Guarantee, including Seller’s and its Affiliates’ expenses in maintaining such Substituted Indemnified Guarantee, whether or not any such Substituted Indemnified Guarantee is drawn upon or required to be performed, and shall in any event promptly reimburse each Seller or its Affiliates Guarantor to the extent any Substituted Indemnified Guarantee is called upon and any Seller or its Affiliates make Guarantor makes any payment or are is obligated to reimburse the party issuing the Substituted such Indemnified Guarantee. (c) To the extent, if any, that any Seller Guarantor directly or indirectly retains, remains liable for, or has any credit exposure with respect to, any material obligation of the Company and its Affiliates, Buyer shall, (A) upon Seller’s request, promptly and as soon as available furnish to Seller such annual, quarterly and monthly financial statements of Buyer and the Company and its Affiliates, including consolidated balance sheets, statements of income, cash flows and stockholders’ equity, for the applicable period, all in reasonable detail, and any other financial information or assurances as Seller may from time to time reasonably request and (B) permit Seller to participate in any discussions or negotiations regarding any material term of any contract or agreement related to any Indemnified Guarantee for so long as any Seller Guarantor retains or remains directly or indirectly liable for, or has any credit exposure with respect to, such Indemnified Guarantee to the extent such discussions or negotiations relate to the Seller Guarantor’s obligations under such Indemnified Guarantee.

Guarantees; Commitments. (a) After Purchaser shall use its reasonable best efforts (and Seller shall, and shall cause the Closingapplicable Transferred Entities to, cooperate with Purchaser), at Purchaser’s sole expense, to cause Purchaser agrees or a Transferred Entity (referred to indemnify, defend and hold harmless as a “Purchaser Party” for purposes of this Section 5.9) to be substituted under each Seller and any of its Affiliates against any Losses that Guarantee in all respects for Seller or any of its Affiliates sufferswhich is the account party, incurs obligor or is liable for by reason guarantor in respect of or arising out of or in consequence of: such Seller Guarantee (i) Seller or any of its Affiliates issuing, making payment under, being required referred to pay or reimburse the issuer of, or being a party to, any guarantee, indemnity, surety bond, letter of credit, bank guarantee, keepwell agreement or other obligation relating exclusively to the Business, including those listed in Section 7.13(a) of the Company Disclosure Schedule and the Substitute Guarantees, but only to the extent attributable to acts, omissions or obligations of the Company, Purchaser or Purchaser’s Affiliates first arising following the Closing (collectively, the as an “Indemnified Guarantee Obligations”Party” for purposes of this Section 5.9); (ii) any claim or demand for payment made on Seller or any of its Affiliates with respect to any of the Indemnified Guarantee Obligations; or (iii) any action, claim or proceeding by any Person who is or claims to be entitled to the benefit of or claims to be entitled to payment, reimbursement or indemnity with respect to any Indemnified Guarantee Obligations. (b) Purchaser shall use commercially reasonable efforts to cause Purchaser to be substituted in all respects for Seller and its Affiliates, and for Seller and its Affiliates the applicable Indemnified Party to be released, effective as soon as reasonably practicable of the applicable Closing, in respect of, or otherwise terminate, cancel or extinguish (but whether by return of the Seller Guarantee, confirmation by the beneficiary thereof of such termination, cancellation or extinguishment or otherwise) all obligations of the applicable Indemnified Party under each Seller Guarantee (including, in any event within ninety days following each case, by delivering at the Closing Dateapplicable to the Transferred Entity that benefits from such Seller Guarantee: (i) executed instruments of guaranty, letters of credit or other documents reasonably requested by the beneficiaries with respect to any Seller Guarantees pursuant to the Contract under which such Seller Guarantees are required, and (ii) any other documents reasonably requested by the beneficiary of the applicable Seller Guarantee pursuant to the Contract under which such Seller Guarantees are provided in connection with Purchaser’s obligations under this Section 5.9). (b) For any Seller Guarantees for which a Purchaser Party is not substituted in all respects for the applicable Indemnified Party (or for which the Indemnified Party is not released) effective as of the applicable Closing and that cannot otherwise be terminated, cancelled or extinguished effective as of such Closing (any such Seller Guarantee, a “Continuing Support Obligation”), despite, in each case, the use of the requisite level of efforts (including compliance by Purchaser with its obligations under Section 5.9(a)), for the applicable Continuing Support Period, (i) Seller shall, and shall cause the applicable Indemnified Party to, maintain any such Continuing Support Obligation for the Continuing Support Period applicable to such Continuing Support Obligation, (ii) Seller shall not, nor shall Seller permit any Indemnified Party to, (A) terminate such Continuing Support Obligation before the end of the Continuing Support Period applicable to such Continuing Support Obligation unless the Contract relating to such Continuing Support Obligation has expired by its terms or by consent of the applicable parties thereto or (B) increase the amount of any Continuing Support Obligation without the express written consent of Purchaser and (iii) Seller shall not, nor shall it permit any Indemnified Party to, knowingly encourage or cause any beneficiary of any Continuing Support Obligation to make demand under or draw under such Continuing Support Obligation; provided that, with respect to any Continuing Support Obligation that remains outstanding on the date that falls three (3) months after the applicable Closing, Purchaser shall, or shall cause the applicable Transferred Entities to, provide to Seller a letter of credit, in form and substance reasonably acceptable to Seller, from a bank or financial institution having an office or branch in the United States and a long-term, unsecured debt rating of at least Baa1 or better from Xxxxx’x and BBB+ from S&P and having a stated amount equal to the amount of the Continuing Support Obligation, which letter of credit shall provide for drawing thereon in the event that there is a draw or demand on the underlying Continuing Support Obligation (such letter of credit, a “Backstop Letter of Credit”), and Purchaser shall maintain such Backstop Letter of Credit in effect until the earlier of the date (i) the related Continuing Support Obligation has been replaced in accordance with Section 5.9 and (ii) the related Continuing Support Obligation expires in accordance with its terms or otherwise has been terminated, cancelled or extinguished (whether by return of the Seller Guarantee, confirmation by the beneficiary thereof of such termination, cancellation or extinguishment or otherwise). Purchaser and Seller shall continue to use their reasonable best efforts to effect such substitution and release or termination, cancellation or other extinguishment of Continuing Support Obligations as promptly as practicable after the applicable Closing (and in no event later than twelve (12) months following such Closing). Without limiting the foregoing, Purchaser shall not, and shall not permit any Transferred Entity to, extend or renew any Contract containing or underlying a Continuing Support Obligation unless, prior to or concurrently with such extension or renewal, a Purchaser Party is substituted in all respects for the Indemnified Party, and the Indemnified Party is released, in respect of all obligations of the Indemnified Party under such Continuing Support Obligation or such Continuing Credit Support has otherwise been terminated, cancelled or extinguished (whether by return of the Seller Guarantee, confirmation by the beneficiary thereof of such termination, cancellation or extinguishment or otherwise). (c) From and after the Closing, Purchaser shall indemnify and hold harmless each Indemnified Party that is an obligor on a Continuing Support Obligation against any Liabilities that such Indemnified Party or any of its Affiliates suffers or incurs in respect of payments, demands or draws under each of the guarantees, indemnities, surety bonds, letters of credit, bank guarantee, keepwell agreements, commitments, understandings, agreements and other obligations any or in respect of such Persons related to Continuing Support Obligation after the Business, and listed in Section 7.13(b) of the Company Disclosure Schedule (collectively, the “Substituted Guarantees”). Purchaser further agrees that, to the extent the beneficiary or counterparty under any Substituted Guarantee does not accept any such substitute guarantee, indemnity, surety bond, letter of credit, bank guarantee, keepwell agreement, commitment, understanding, agreement or other obligation proffered by Purchaser or to the extent Seller and its Affiliates are not fully and irrevocably released and discharged, Purchaser shall indemnify, defend and hold harmless Seller and its Affiliates against, and reimburse Seller and its Affiliates for, any reasonable and customary amounts actually paid, including costs or expenses in connection with such Substituted Guarantee, including Seller’s and its Affiliates’ expenses in maintaining such Substituted Guarantee, whether or not any such Substituted Guarantee is drawn upon or required to be performed, and shall in any event promptly reimburse Seller or its Affiliates to the extent any Substituted Guarantee is called upon and Seller or its Affiliates make any payment or are obligated to reimburse the party issuing the Substituted GuaranteeClosing.