Common use of Guarantees; Letters of Credit Clause in Contracts

Guarantees; Letters of Credit. (a) Without limiting Section 6.13(b) in any respect, Purchaser shall use its reasonable best efforts to cause itself, one of its Affiliates or the Conveyed Subsidiaries to be substituted in all respects for the Sellers and any of their respective Affiliates and for the Sellers and their respective Affiliates to be released, effective as of the Closing, in respect of all Liabilities and obligations of the Sellers and any of their respective Affiliates under or related to each of the Seller Parent Guarantees and Seller Parent LCs (other than to the extent related to the Retained Business, Excluded Assets or Retained Liabilities), and Purchaser Parent and the Sellers shall reasonably cooperate in Purchaser’s efforts. Subject to the parenthetical in the preceding sentence, for any Seller Parent Guarantee or Seller Parent LC for which Purchaser or any Conveyed Subsidiary, as applicable, is not substituted in all respects for the Sellers and their respective Affiliates (or for which the Sellers and their respective Affiliates (other than the Conveyed Subsidiaries) are not released), effective as of the Closing, Purchaser shall continue to use its reasonable best efforts, and shall cause the Conveyed Subsidiaries to use their reasonable best efforts, to effect such substitution and release after the Closing, and Purchaser Parent and the Sellers shall continue to reasonably cooperate in Purchaser’s efforts; provided that none of the Sellers, Purchaser Parent or any of their respective Affiliates (other than Purchaser and its Subsidiaries) shall have any obligation to make payments or incur any costs or expenses, grant any concession or incur any other Liability in connection with such cooperation pursuant to this Section 6.13 except to the extent Purchaser agrees to promptly reimburse Sellers, Purchaser Parent and their Affiliates (other than Purchaser and its Subsidiaries), as applicable, or agrees to fully indemnify the Sellers, Purchaser Parent and their Affiliates (other than Purchaser and its Subsidiaries), as applicable, for any such Liabilities to Seller Parent’s or Purchaser Parent’s reasonable satisfaction, as applicable. Without limiting the foregoing, neither Purchaser nor any of its Affiliates shall extend, renew, increase its obligations under or transfer to a third party any Contract containing or underlying a Seller Parent Guarantee or Seller Parent LC or any Contract to which any Seller Parent Guarantee or Seller Parent LC relates or pursuant to which any Seller Parent Guarantee or Seller Parent LC was issued or required to be issued unless, prior to or concurrently with such extension, renewal, increase or transfer, Purchaser or a Subsidiary of Purchaser is substituted in all respects for the Sellers and each of their respective Affiliates, and the Sellers and their respective Affiliates are released, in respect of all Liabilities and obligations of the Sellers and each of their respective Affiliates under or in respect of such Seller Parent Guarantee or Seller Parent LC. In no event shall Seller Parent or any of its Affiliates be obligated to pay any money to any Person to effect the substitutions described in this Section 6.13(a). The Parties agree that neither Seller Parent nor any of the Retained Subsidiaries will have any obligation to renew any Seller Parent LCs after the expiration of any such letter of credit. Neither the Seller Parent Guarantees nor the Seller Parent LCs shall be deemed Purchased Assets hereunder.

Guarantees; Letters of Credit. (a) Without limiting Section 6.13(b) in any respect, Purchaser shall use its commercially reasonable best efforts to cause itself, itself or one or more of its Affiliates or the Conveyed Subsidiaries to be substituted in all respects for the Sellers and Seller or any of their respective Affiliates and for the Sellers and their respective Affiliates to be releasedits Subsidiaries that is not an Acquired Company, effective as of the ClosingClosing Date, in respect of all Liabilities and obligations of the Sellers Seller and any of their respective Affiliates such Subsidiary that is not an Acquired Company under or related to each of the guarantees, surety bonds, letters of credit, letters of comfort, bid bonds, performance bonds and other financial assurance arrangements or commitments obtained or entered into by Seller Parent Guarantees and Seller Parent LCs (other than to the extent related to the Retained Business, Excluded Assets or Retained Liabilities), and Purchaser Parent and the Sellers shall reasonably cooperate in Purchaser’s efforts. Subject to the parenthetical in the preceding sentence, for any Seller Parent Guarantee or Seller Parent LC for which Purchaser or any Conveyed Subsidiary, as applicable, is not substituted in all respects for the Sellers and their respective Affiliates (or for which the Sellers and their respective Affiliates (other than the Conveyed Subsidiaries) are not released), effective as of the Closing, Purchaser shall continue to use its reasonable best efforts, and shall cause the Conveyed Subsidiaries to use their reasonable best efforts, to effect such substitution and release after the Closing, and Purchaser Parent and the Sellers shall continue to reasonably cooperate in Purchaser’s efforts; provided that none of the Sellers, Purchaser Parent or any of their respective Affiliates (other than Purchaser and its Subsidiaries) shall have any obligation to make payments or incur any costs or expenses, grant any concession or incur any other Liability in connection with such cooperation pursuant to this Section 6.13 except to the extent Purchaser agrees to promptly reimburse Sellers, Purchaser Parent and their Affiliates (other than Purchaser and its Subsidiaries), as applicable, or agrees to fully indemnify the Sellers, Purchaser Parent and their Affiliates (other than Purchaser and its Subsidiaries), as applicable, for any such Liabilities to Seller Parent’s or Purchaser Parent’s reasonable satisfaction, as applicable. Without limiting the foregoing, neither Purchaser nor any of its Affiliates shall extend, renew, increase its obligations under or transfer to a third party any Contract containing or underlying a Seller Parent Guarantee or Seller Parent LC or any Contract to which any Seller Parent Guarantee or Seller Parent LC relates or pursuant to which any Seller Parent Guarantee or Seller Parent LC was issued or required to be issued unless, prior to or concurrently with such extension, renewal, increase or transfer, Purchaser or a Subsidiary of Purchaser is substituted in all respects for the Sellers and each of their respective Affiliates, and the Sellers and their respective Affiliates are released, in respect of all Liabilities and obligations of the Sellers and each of their respective Affiliates under or in respect of such Seller Parent Guarantee or Seller Parent LC. In no event shall Seller Parent or any of its Affiliates Subsidiaries that is not an Acquired Company for the benefit of the Business (and Seller and its Subsidiaries shall be obligated released from any such obligations), including those guarantees, surety bonds, letters of credit, letters of comfort, bid bonds and performance bonds are set forth in Schedule 7.6 (the “Guarantees”). To the extent such substitution contemplated by the first sentence of this Section 7.6 has been effected, Seller and its Subsidiaries that are not Acquired Companies shall from and after the Closing cease to pay have any money obligation whatsoever arising from or in connection with the Guarantees. To the extent such substitution contemplated by the first sentence of this Section 7.6 has not been effected, Purchaser shall (i) use commercially reasonable efforts to affect such substitution as soon as practicable following the Closing, but in any event within 6 months thereof, and (ii) indemnify Seller and its Subsidiaries that are not Acquired Companies with respect to any Person such Guarantees in accordance with Article XI; provided, however, that notwithstanding anything in the foregoing, with respect to effect the substitutions described in this Section 6.13(a). The Parties agree that neither Seller Parent nor any of the Retained Guarantees set forth in Schedule 7.6, Seller and its Subsidiaries will may at any time following the six month anniversary of the Closing terminate one or more of such Guarantees and thereafter cease to have any obligation to renew any Seller Parent LCs after the expiration of whatsoever arising from or in connection with any such letter of credit. Neither the Seller Parent Guarantees nor the Seller Parent LCs shall be deemed Purchased Assets hereunderterminated Guarantee.

Guarantees; Letters of Credit. (a) Without limiting Section 6.13(b) in Between the date of this Agreement and the Closing, the Sellers shall promptly deliver to Buyer a copy of any respectDuPont Guarantees arising after the date of this Agreement or otherwise not included on Schedule 3.22(a). Prior to the Closing Date, Purchaser DuPont and Buyer shall cooperate and shall use its their respective reasonable best commercial efforts to terminate, or cause itself, Buyer or (if it is able to do so and in its sole discretion) one of its Affiliates or the Conveyed Subsidiaries to be substituted in all respects for the Sellers DuPont and any Retained Subsidiary in respect of, all obligations of DuPont or any of the Retained Subsidiaries under the DuPont Guarantees on the Closing Date. With respect to any DuPont Guarantees that remain outstanding after the Closing Date, (i) DuPont and Buyer shall continue to cooperate and use their respective Affiliates reasonable commercial efforts to terminate, or cause Buyer or (if it is able to do so and for the Sellers and their respective in its sole discretion) one of its Affiliates to be released, effective as of the Closing, in respect of all Liabilities and obligations of the Sellers and any of their respective Affiliates under or related to each of the Seller Parent Guarantees and Seller Parent LCs (other than to the extent related to the Retained Business, Excluded Assets or Retained Liabilities), and Purchaser Parent and the Sellers shall reasonably cooperate in Purchaser’s efforts. Subject to the parenthetical in the preceding sentence, for any Seller Parent Guarantee or Seller Parent LC for which Purchaser or any Conveyed Subsidiary, as applicable, is not substituted in all respects for DuPont and any Retained Subsidiary in respect of, all obligations of DuPont or any of the Retained Subsidiaries under the DuPont Guarantees, (ii) Buyer shall indemnify and hold harmless the DuPont Indemnified Parties for any Losses arising from such DuPont Guarantees and (iii) Buyer shall not permit any DTI Company or any of its Subsidiaries or Affiliates to, and shall not propose or cause any Joint Venture to (a) renew or extend the term of or (b) increase its obligations under, or transfer to another third party, any loan, Lease, Contract or other obligation for which DuPont or any of the Retained Subsidiaries is or would reasonably be expected to be liable under such DuPont Guarantee; PROVIDED, HOWEVER, that notwithstanding clause (a) above, Buyer shall be permitted to renew or extend the term of any obligation for which DuPont or any of the Retained Subsidiaries is or would reasonably be expected to be liable under a DuPont Guarantee in the ordinary course of business consistent with past practice, so long as such renewal or extension shall in no 144 event be beyond the date that is eighteen (18) months after the Closing. To the extent that DuPont or the Retained Subsidiaries have performance obligations under any DuPont Guarantee, Buyer will use reasonable commercial efforts to (x) perform such obligations on behalf of DuPont and the Retained Subsidiaries or (y) otherwise take such action as reasonably requested by DuPont so as to put DuPont and the Retained Subsidiaries in the same position as if Buyer, and not DuPont or a Retained Subsidiary, had performed or were performing such obligations, including concurrently purchasing from DuPont and the Retained Subsidiaries such products that DuPont and the Retained Subsidiaries are required to purchase pursuant to the relevant DuPont Guarantee in lieu of performance by Buyer. (b) Between the date of this Agreement and the Closing, the Sellers shall promptly deliver to Buyer a copy of any letters of credit in respect of which DuPont or any of its Subsidiaries has a reimbursement obligation with respect to an Assumed Liability arising after the date of this Agreement or otherwise not included on Schedule 3.22(b). Prior to the Closing Date, DuPont and their respective Buyer shall cooperate and Buyer shall use reasonable commercial efforts to replace such letters of credit with respect to an Assumed Liability issued by, or provided on behalf of, DuPont or the Retained Subsidiaries as promptly as practicable with letters of credit provided on behalf of the Buyer or (if it is able to do so and in its sole discretion) one of its Affiliates (or for which the Sellers and their respective Affiliates (other than the Conveyed Subsidiaries) are not released), effective as of the ClosingClosing Date. With respect to any such letters of credit that remain outstanding after the Closing Date, Purchaser (i) DuPont and Buyer shall continue to cooperate and use their respective reasonable commercial efforts to replace all letters of credit with respect to an Assumed Liability issued by DuPont or the Retained Subsidiaries on behalf of the DTI Business as promptly as practicable with letters of credit provided on behalf of the Buyer or (if it is able to do so and in its reasonable best effortssole discretion) one of its Affiliates, (ii) Buyer shall indemnify and hold harmless the DuPont Indemnified Parties for any Losses arising from such letters of credit, including any fees in connection with the issuance and maintenance thereof and (iii) not permit any DTI Company or any of its Subsidiaries or Affiliates to, and shall not propose or cause any Joint Venture to (A) renew or extend the Conveyed Subsidiaries to use their reasonable best efforts, to effect such substitution and release after the Closing, and Purchaser Parent and the Sellers shall continue to reasonably cooperate in Purchaser’s efforts; provided that none term of the Sellers, Purchaser Parent or any of their respective Affiliates (other than Purchaser and its SubsidiariesB) shall have any obligation to make payments enter into or incur any costs or expenses, grant any concession or incur any other Liability in connection with such cooperation pursuant to this Section 6.13 except to the extent Purchaser agrees to promptly reimburse Sellers, Purchaser Parent and their Affiliates (other than Purchaser and its Subsidiaries), as applicable, or agrees to fully indemnify the Sellers, Purchaser Parent and their Affiliates (other than Purchaser and its Subsidiaries), as applicable, for any such Liabilities to Seller Parent’s or Purchaser Parent’s reasonable satisfaction, as applicable. Without limiting the foregoing, neither Purchaser nor any of its Affiliates shall extend, renew, increase its obligations under under, or transfer to a third party party, any loan, lease, Contract containing or underlying a Seller Parent Guarantee or Seller Parent LC or any Contract to other obligation in connection with which any Seller Parent Guarantee such letters of credit remain outstanding; PROVIDED, HOWEVER, that notwithstanding clause (A) above, Buyer shall be permitted to renew or Seller Parent LC relates or pursuant to extend the term of any obligation for which any Seller Parent Guarantee or Seller Parent LC was issued or required to be issued unless, prior to or concurrently with such extension, renewal, increase or transfer, Purchaser or a Subsidiary of Purchaser is substituted in all respects for the Sellers and each of their respective Affiliates, and the Sellers and their respective Affiliates are released, in respect of all Liabilities and obligations of the Sellers and each of their respective Affiliates under or in respect of such Seller Parent Guarantee or Seller Parent LC. In no event shall Seller Parent DuPont or any of its Affiliates the Retained Subsidiaries is or would reasonably be obligated expected to pay any money to any Person to effect be liable under a letter of credit in the substitutions described ordinary course of business consistent with past practice, so long as such renewal or extension shall in this Section 6.13(a)no event be beyond the date that is eighteen (18) months after the Closing. The Parties parties hereto agree that neither Seller Parent DuPont nor any of the Retained Subsidiaries will have any obligation to renew any Seller Parent LCs letters of credit issued on behalf of any DTI Company, any Joint Venture or the DTI Business after the expiration of any such letter of credit. Neither the Seller Parent Guarantees nor the Seller Parent LCs shall be deemed Purchased Assets hereunder.

Guarantees; Letters of Credit. (a) Without limiting Section 6.13(b) in any respecta. Prior to the Closing Date, Seller Parent and Purchaser shall cooperate and shall use its their respective commercially reasonable best efforts to terminate, or cause itself, Purchaser or one of its Affiliates or the Conveyed Subsidiaries to be substituted in all respects for Seller Parent or the Sellers and applicable Retained Subsidiary in respect of, all obligations of Seller Parent or any of the Retained Subsidiaries under Seller Parent Guarantees on the Closing Date. b. With respect to any Seller Parent Guarantees that remain outstanding after the Closing Date, (i) Seller Parent and Purchaser shall continue to cooperate and use their respective commercially reasonable efforts to terminate, or cause Purchaser or one of its Affiliates to be substituted in all respects for Seller Parent or any Retained Subsidiary in respect of, all obligations under Seller Parent Guarantees, (ii) Purchaser shall defend, indemnify and for hold harmless the Sellers and their respective Affiliates, and their respective directors, officers, agents, employees, successors and assigns from and against any Losses arising from, or relating to, such Seller Parent Guarantees, and (iii) Purchaser shall not permit any Conveyed Subsidiary or any of its Subsidiaries or Affiliates to be released(a) renew or extend the term of or (b) increase its obligations under, effective as of the Closingor transfer to another third party, in respect of all Liabilities and obligations of the Sellers and any of their respective Affiliates under loan, Contract or related to each of the other obligation for which Seller Parent Guarantees and or any Retained Subsidiary is or would reasonably be expected to be liable under such Seller Parent LCs (other than to Guarantee. To the extent related to that Seller Parent or the Retained BusinessSubsidiaries have performance obligations under any Seller Parent Guarantee, Excluded Assets or Retained Liabilities), and Purchaser will use commercially reasonable efforts to (x) perform such obligations on behalf of Seller Parent and the Sellers shall Retained Subsidiaries or (y) otherwise take such action as reasonably cooperate requested by Seller Parent so as to put Seller Parent and the Retained Subsidiaries in the same position as if Purchaser’s efforts. Subject , and not Seller Parent or a Retained Subsidiary, had performed or were performing such obligations. c. Prior to the parenthetical in the preceding sentenceClosing Date, for any Seller Parent Guarantee or and Purchaser shall cooperate and Purchaser shall use commercially reasonable efforts to replace all letters of credit issued by Seller Parent LC for which Purchaser or the Retained Subsidiaries on behalf of or in favor of any Conveyed Subsidiary, any of their Subsidiaries or the Business (the “Seller Parent LCs”) as applicablepromptly as practicable with letters of credit from Purchaser or (if it is able to do so) one of its Affiliates as of the Closing Date. With respect to any Seller Parent LCs that remain outstanding after the Closing Date, is not substituted in all respects for Purchaser shall (i) defend, indemnify and hold harmless the Sellers and their respective Affiliates (or for which the Sellers Affiliates, and their respective Affiliates directors, officers, agents, employees, successors and assigns for any Losses arising from, or relating to, such letters of credit, including any fees in connection with the issuance and maintenance thereof and (other than ii) without the Conveyed Subsidiaries) are not released), effective as prior written consent of the ClosingSeller Parent, Purchaser and its Subsidiaries shall continue to use its reasonable best effortsnot, and shall cause the not permit any Conveyed Subsidiaries to use their reasonable best efforts, to effect such substitution and release after the Closing, and Purchaser Parent and the Sellers shall continue to reasonably cooperate in Purchaser’s efforts; provided that none of the Sellers, Purchaser Parent Subsidiary or any of their respective Subsidiaries or Affiliates (other than Purchaser and its Subsidiaries) shall have any obligation to make payments to, enter into, renew or incur any costs or expenses, grant any concession or incur any other Liability in connection with such cooperation pursuant to this Section 6.13 except to extend the extent Purchaser agrees to promptly reimburse Sellers, Purchaser Parent and their Affiliates (other than Purchaser and its Subsidiaries), as applicable, or agrees to fully indemnify the Sellers, Purchaser Parent and their Affiliates (other than Purchaser and its Subsidiaries), as applicable, for any such Liabilities to Seller Parent’s or Purchaser Parent’s reasonable satisfaction, as applicable. Without limiting the foregoing, neither Purchaser nor any of its Affiliates shall extend, renewterm of, increase its obligations under under, or transfer to a third party party, any loan, lease, Contract containing or underlying a Seller Parent Guarantee or Seller Parent LC or any Contract to other obligation in connection with which any Seller Parent Guarantee or Seller Parent LC relates or pursuant to which any Seller Parent Guarantee or Seller Parent LC was issued or required to be issued unless, prior to or concurrently with such extension, renewal, increase or transfer, Purchaser or a Subsidiary of Purchaser is substituted in all respects for the Sellers and each of their respective Affiliates, and the Sellers and their respective Affiliates are released, in respect of all Liabilities and obligations of the Sellers and each of their respective Affiliates under or in respect of such Seller Parent Guarantee or Seller Parent LC. In no event shall Seller Parent or any Retained Subsidiary has issued any letters of its Affiliates be obligated to pay any money to any Person to effect the substitutions described in this Section 6.13(a)credit which remain outstanding. The Parties agree that neither Seller Parent nor any of the Retained Subsidiaries will have any obligation to renew any Seller Parent LCs letters of credit issued on behalf of any Conveyed Subsidiary (or any Subsidiary thereof) or the Business after the expiration of any such letter of credit. Neither the Seller Parent Guarantees nor the Seller Parent LCs shall be deemed Purchased Assets hereunder.

Guarantees; Letters of Credit. (a) Without limiting Section 6.13(b) in any respectPrior to the Closing, Purchaser shall use its reasonable best efforts to cause itself, itself or one or more of its Affiliates or the Conveyed Subsidiaries to be substituted in all respects for the Sellers and Seller or any of their respective Affiliates and for the Sellers and their respective Affiliates to be releasedits Subsidiaries that is not an Acquired Company, effective as of the ClosingClosing Date, in respect of all Liabilities and obligations of the Sellers Seller and any of their respective Affiliates such Subsidiary that is not an Acquired Company under or related to each of the guarantees, letters of credit, letters of comfort, bid bonds and performance bonds obtained by Seller Parent Guarantees or any of its Subsidiaries that is not an Acquired Company for the benefit of the Business (and Seller Parent LCs and its Subsidiaries shall be released from any such obligations), including those guarantees, letters of credit, letters of comfort, bid bonds and performance bonds are set forth on Section 7.6 of the Seller Disclosure Schedule (other than the "GUARANTEES"), so that as a result of such substitution, Seller and its Subsidiaries that are not Acquired Companies shall, to the extent related such substitution is available, from and after the Closing cease to have any obligation whatsoever arising from or in connection with the Guarantees; provided, however, that such efforts shall not require Purchaser to make any payment to the Retained Businessbeneficiary of such guarantees, Excluded Assets letters of credit, letters of comfort, bid bonds or Retained Liabilities)performance bonds to obtain such substitution, and Purchaser Parent and the Sellers shall reasonably cooperate in Purchaser’s efforts. Subject to the parenthetical in the preceding sentence, for any Seller Parent Guarantee or Seller Parent LC for which Purchaser or any Conveyed Subsidiary, as applicable, is not substituted in all respects for the Sellers and their respective Affiliates (or for which the Sellers and their respective Affiliates (other than the Conveyed Subsidiariesnominal transfer fees or costs. (b) are not released), If Purchaser is unable to effect such a substitution with respect to any Guarantee effective as of the Closing, Closing (each a "NON-SUBSTITUTED GUARANTEE"): (i) Purchaser shall continue to use its reasonable best efforts, and shall cause the Conveyed Subsidiaries to use their reasonable best efforts, efforts to effect such a substitution of each Non-Substituted Guarantee as soon as commercially practicable after Closing; provided, however, that such efforts shall not require Purchaser to make any payment to the beneficiary of such guarantees, letters of credit, letters of comfort, bid bonds or performance bonds to obtain such substitution, other than nominal transfer fees or costs and release expenses of third parties; (ii) after the Closing, Purchaser will indemnify Seller and Purchaser Parent and the Sellers shall continue to reasonably cooperate in Purchaser’s efforts; provided that none of the Sellers, Purchaser Parent or any of their respective Affiliates its Subsidiaries (other than Purchaser and its Subsidiariesan Acquired Company) shall have against any obligation to make payments or incur any costs or expenses, grant any concession or incur any other Liability in connection with such cooperation pursuant to this Section 6.13 except to the extent Purchaser agrees to promptly reimburse Sellers, Purchaser Parent and their Affiliates (other than Purchaser and its Subsidiaries), as applicable, or agrees to fully indemnify the Sellers, Purchaser Parent and their Affiliates (other than Purchaser and its Subsidiaries), as applicable, for any such Liabilities to Losses that Seller Parent’s or Purchaser Parent’s reasonable satisfaction, as applicable. Without limiting the foregoing, neither Purchaser nor any of its Affiliates shall extend, renew, increase its obligations under or transfer to a third party any Contract containing or underlying a Seller Parent Guarantee or Seller Parent LC or any Contract to which any Seller Parent Guarantee or Seller Parent LC relates or pursuant to which any Seller Parent Guarantee or Seller Parent LC was issued or required to be issued unless, prior to or concurrently with such extension, renewal, increase or transfer, Purchaser or a Subsidiary of Purchaser is substituted in all respects for the Sellers and each of their respective Affiliates, and the Sellers and their respective Affiliates are released, in respect of all Liabilities and obligations of the Sellers and each of their respective Affiliates under or in respect of such Seller Parent Guarantee or Seller Parent LC. In no event shall Seller Parent or any of its Affiliates be obligated Subsidiaries (other than an Acquired Company) suffers, incurs or is liable for by reason of or arising out of or in consequence of: (A) Seller or any of its Subsidiaries (other than an Acquired Company) making payment under any Non-Substituted Guarantee; or (B) any claim for payment made on Seller or any of its Subsidiaries (other than an Acquired Company) under a Non-Substituted Guarantee; and (iii) Purchaser may, at its option, obtain letters of credit, on terms and from financial institutions reasonably satisfactory to pay any money Seller, with respect to any Person the 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 effect Seller in relation to a Non-Substituted Guarantee, the substitutions described indemnity in clause (ii) of this Section 6.13(a). The Parties agree 7.6(b) shall cease to apply in relation to that neither Seller Parent nor any of the Retained Subsidiaries will have any obligation to renew any Seller Parent LCs after the expiration of any such letter of credit. Neither the Seller Parent Guarantees nor the Seller Parent LCs shall be deemed Purchased Assets hereunderNon-Substituted Guarantee.

Guarantees; Letters of Credit. (a) Without limiting Section 6.13(b5.16(b) in any respect, Purchaser Buyer shall use its reasonable best efforts Commercially Reasonable Efforts to cause itself, one of its Affiliates itself or the Conveyed Subsidiaries Company Group members to be substituted in all respects for the Sellers Seller and any of their respective its Affiliates and for the Sellers Seller and their respective its Affiliates to be released, effective as of the Closing, in respect of all Liabilities liabilities and obligations of the Sellers Seller and any of their respective its Affiliates under or related to each of the Seller Parent Guarantees (including by posting letters of credit or cash collateralizing such liabilities and Seller Parent LCs (other than to the extent related to the Retained Business, Excluded Assets or Retained Liabilitiesobligations), and Purchaser Parent and the Sellers Seller shall reasonably cooperate in Purchaserwith Buyer’s efforts. Subject to the parenthetical in the preceding sentence, for For any Seller Parent Guarantee or Seller Parent LC for which Purchaser Buyer or any Conveyed SubsidiaryCompany Group member, as applicable, is not substituted in all respects for the Sellers Seller and their respective its Affiliates (or for which the Sellers Seller and their respective Affiliates (other than the Conveyed Subsidiaries) its Affiliate are not released), effective as of the Closing, Purchaser Buyer shall continue to use its reasonable best effortsCommercially Reasonable Efforts, and shall cause the Conveyed Subsidiaries Company Group members to use their reasonable best effortsCommercially Reasonable Efforts, to effect such substitution and release after the Closing, and Purchaser Parent and the Sellers Seller shall continue to reasonably cooperate in PurchaserBuyer’s efforts; provided that none of the Sellers, Purchaser Parent or any of their respective Affiliates (other than Purchaser Seller and its Subsidiaries) Affiliates shall not have any obligation to make payments or incur any costs or expenses, grant any concession or incur any other Liability in connection with such cooperation pursuant to this Section 6.13 5.16(a) except to the extent Purchaser Buyer agrees to promptly reimburse Sellers, Purchaser Parent and their Affiliates (other than Purchaser Seller and its Subsidiaries), as applicable, Affiliates or agrees to fully indemnify the Sellers, Purchaser Parent and their Affiliates (other than Purchaser Seller and its Subsidiaries), as applicable, Affiliates for any such Liabilities liabilities to Seller ParentSeller’s or Purchaser Parent’s reasonable satisfaction, as applicable. Without limiting the foregoing, neither Purchaser nor any of its Affiliates shall extend, renew, increase its obligations under or transfer to a third party any Contract containing or underlying a Seller Parent Guarantee or Seller Parent LC or any Contract to which any Seller Parent Guarantee or Seller Parent LC relates or pursuant to which any Seller Parent Guarantee or Seller Parent LC was issued or required to be issued unless, prior to or concurrently with such extension, renewal, increase or transfer, Purchaser or a Subsidiary of Purchaser is substituted in all respects for the Sellers and each of their respective Affiliates, and the Sellers and their respective Affiliates are released, in respect of all Liabilities and obligations of the Sellers and each of their respective Affiliates under or in respect of such Seller Parent Guarantee or Seller Parent LC. In no event shall Seller Parent or any of its Affiliates be obligated to pay any money to any Person to effect the substitutions described in this Section 6.13(a). The Parties agree that neither Seller Parent nor any of its Affiliates after the Retained Subsidiaries Closing will have any obligation to renew any Seller Parent LCs Guarantee after the expiration of any such letter of credit. Neither the Seller Parent Guarantees nor the Seller Parent LCs shall be deemed Purchased Assets hereunderthereof.

Guarantees; Letters of Credit. (a) Without limiting Section 6.13(b) in any respectPrior to the Closing Date, Seller Parent and Purchaser shall cooperate and shall use its their respective commercially reasonable best efforts to terminate, or cause itself, Purchaser or one of its Affiliates or the Conveyed Subsidiaries to be substituted in all respects for Seller Parent or the Sellers and applicable Retained Subsidiary in respect of, all obligations of Seller Parent or any of the Retained Subsidiaries under Seller Parent Guarantees on the Closing Date. (b) With respect to any Seller Parent Guarantees that remain outstanding after the Closing Date, (i) Seller Parent and Purchaser shall continue to cooperate and use their respective commercially reasonable efforts to terminate, or cause Purchaser or one of its Affiliates to be substituted in all respects for Seller Parent or any Retained Subsidiary in respect of, all obligations under Seller Parent Guarantees, (ii) Purchaser shall defend, indemnify and for hold harmless the Sellers and their respective Affiliates, and their respective directors, officers, agents, employees, successors and assigns from and against any Losses arising from, or relating to, such Seller Parent Guarantees, and (iii) Purchaser shall not permit any Conveyed Subsidiary or any of its Subsidiaries or Affiliates to be released(a) renew or extend the term of or (b) increase its obligations under, effective as of the Closingor transfer to another third party, in respect of all Liabilities and obligations of the Sellers and any of their respective Affiliates under loan, Contract or related to each of the other obligation for which Seller Parent Guarantees and or any Retained Subsidiary is or would reasonably be expected to be liable under such Seller Parent LCs (other than to Guarantee. To the extent related to that Seller Parent or the Retained BusinessSubsidiaries have performance obligations under any Seller Parent Guarantee, Excluded Assets or Retained Liabilities), and Purchaser will use commercially reasonable efforts to (x) perform such obligations on behalf of Seller Parent and the Sellers shall Retained Subsidiaries or (y) otherwise take such action as reasonably cooperate requested by Seller Parent so as to put Seller Parent and the Retained Subsidiaries in the same position as if Purchaser’s efforts. Subject , and not Seller Parent or a Retained Subsidiary, had performed or were performing such obligations. (c) Prior to the parenthetical in the preceding sentenceClosing Date, for any Seller Parent Guarantee or and Purchaser shall cooperate and Purchaser shall use commercially reasonable efforts to replace all letters of credit issued by Seller Parent LC for which Purchaser or the Retained Subsidiaries on behalf of or in favor of any Conveyed Subsidiary, any of their Subsidiaries or the Business (the “Seller Parent LCs”) as applicablepromptly as practicable with letters of credit from Purchaser or (if it is able to do so) one of its Affiliates as of the Closing Date. With respect to any Seller Parent LCs that remain outstanding after the Closing Date, is not substituted in all respects for Purchaser shall (i) defend, indemnify and hold harmless the Sellers and their respective Affiliates (or for which the Sellers Affiliates, and their respective Affiliates directors, officers, agents, employees, successors and assigns for any Losses arising from, or relating to, such letters of credit, including any fees in connection with the issuance and maintenance thereof and (other than ii) without the Conveyed Subsidiaries) are not released), effective as prior written consent of the ClosingSeller Parent, Purchaser and its Subsidiaries shall continue to use its reasonable best effortsnot, and shall cause the not permit any Conveyed Subsidiaries to use their reasonable best efforts, to effect such substitution and release after the Closing, and Purchaser Parent and the Sellers shall continue to reasonably cooperate in Purchaser’s efforts; provided that none of the Sellers, Purchaser Parent Subsidiary or any of their respective Subsidiaries or Affiliates (other than Purchaser and its Subsidiaries) shall have any obligation to make payments to, enter into, renew or incur any costs or expenses, grant any concession or incur any other Liability in connection with such cooperation pursuant to this Section 6.13 except to extend the extent Purchaser agrees to promptly reimburse Sellers, Purchaser Parent and their Affiliates (other than Purchaser and its Subsidiaries), as applicable, or agrees to fully indemnify the Sellers, Purchaser Parent and their Affiliates (other than Purchaser and its Subsidiaries), as applicable, for any such Liabilities to Seller Parent’s or Purchaser Parent’s reasonable satisfaction, as applicable. Without limiting the foregoing, neither Purchaser nor any of its Affiliates shall extend, renewterm of, increase its obligations under under, or transfer to a third party party, any loan, lease, Contract containing or underlying a Seller Parent Guarantee or Seller Parent LC or any Contract to other obligation in connection with which any Seller Parent Guarantee or Seller Parent LC relates or pursuant to which any Seller Parent Guarantee or Seller Parent LC was issued or required to be issued unless, prior to or concurrently with such extension, renewal, increase or transfer, Purchaser or a Subsidiary of Purchaser is substituted in all respects for the Sellers and each of their respective Affiliates, and the Sellers and their respective Affiliates are released, in respect of all Liabilities and obligations of the Sellers and each of their respective Affiliates under or in respect of such Seller Parent Guarantee or Seller Parent LC. In no event shall Seller Parent or any Retained Subsidiary has issued any letters of its Affiliates be obligated to pay any money to any Person to effect the substitutions described in this Section 6.13(a)credit which remain outstanding. The Parties agree that neither Seller Parent nor any of the Retained Subsidiaries will have any obligation to renew any Seller Parent LCs letters of credit issued on behalf of any Conveyed Subsidiary (or any Subsidiary thereof) or the Business after the expiration of any such letter of credit. Neither the Seller Parent Guarantees nor the Seller Parent LCs shall be deemed Purchased Assets hereunder.

Guarantees; Letters of Credit. (a) Without limiting Section 6.13(b) in any respectPrior to the Closing, Purchaser shall use its reasonable best efforts to cause itself, itself or one or more of its Affiliates or the Conveyed Subsidiaries to be substituted in all respects for the Sellers and Seller or any of their respective Affiliates and for the Sellers and their respective Affiliates to be releasedits Subsidiaries that is not an Acquired Company, effective as of the ClosingClosing Date, in respect of all Liabilities and obligations of the Sellers Seller and any of their respective Affiliates such Subsidiary that is not an Acquired Company under or related to each of the guarantees, letters of credit, letters of comfort, bid bonds and performance bonds obtained by Seller Parent Guarantees or any of its Subsidiaries that is not an Acquired Company for the benefit of the Business (and Seller Parent LCs and its Subsidiaries shall be released from any such obligations), including those guarantees, letters of credit, letters of comfort, bid bonds and performance bonds are set forth on Section 7.6 of the Seller Disclosure Schedule (other than the "GUARANTEES"), so that as a result of such substitution, Seller and its Subsidiaries that are not Acquired Companies shall, to the extent related such substitution is available, from and after the Closing cease to have any obligation whatsoever arising from or in connection with the Guarantees; pro- vided, however, that such efforts shall not require Purchaser to make any payment to the Retained Businessbeneficiary of such guarantees, Excluded Assets letters of credit, letters of comfort, bid bonds or Retained Liabilities)performance bonds to obtain such substitution, and Purchaser Parent and the Sellers shall reasonably cooperate in Purchaser’s efforts. Subject to the parenthetical in the preceding sentence, for any Seller Parent Guarantee or Seller Parent LC for which Purchaser or any Conveyed Subsidiary, as applicable, is not substituted in all respects for the Sellers and their respective Affiliates (or for which the Sellers and their respective Affiliates (other than the Conveyed Subsidiariesnominal transfer fees or costs. (b) are not released), If Purchaser is unable to effect such a substitution with respect to any Guarantee effective as of the Closing, Closing (each a "NON-SUBSTITUTED GUARANTEE"): (i) Purchaser shall continue to use its reasonable best efforts, and shall cause the Conveyed Subsidiaries to use their reasonable best efforts, efforts to effect such a substitution of each Non-Substituted Guarantee as soon as commercially practicable after Closing; provided, however, that such efforts shall not require Purchaser to make any payment to the beneficiary of such guarantees, letters of credit, letters of comfort, bid bonds or performance bonds to obtain such substitution, other than nominal transfer fees or costs and release expenses of third parties; (ii) after the Closing, Purchaser will indemnify Seller and Purchaser Parent and the Sellers shall continue to reasonably cooperate in Purchaser’s efforts; provided that none of the Sellers, Purchaser Parent or any of their respective Affiliates its Subsidiaries (other than Purchaser and its Subsidiariesan Acquired Company) shall have against any obligation to make payments or incur any costs or expenses, grant any concession or incur any other Liability in connection with such cooperation pursuant to this Section 6.13 except to the extent Purchaser agrees to promptly reimburse Sellers, Purchaser Parent and their Affiliates (other than Purchaser and its Subsidiaries), as applicable, or agrees to fully indemnify the Sellers, Purchaser Parent and their Affiliates (other than Purchaser and its Subsidiaries), as applicable, for any such Liabilities to Losses that Seller Parent’s or Purchaser Parent’s reasonable satisfaction, as applicable. Without limiting the foregoing, neither Purchaser nor any of its Affiliates shall extend, renew, increase its obligations under or transfer to a third party any Contract containing or underlying a Seller Parent Guarantee or Seller Parent LC or any Contract to which any Seller Parent Guarantee or Seller Parent LC relates or pursuant to which any Seller Parent Guarantee or Seller Parent LC was issued or required to be issued unless, prior to or concurrently with such extension, renewal, increase or transfer, Purchaser or a Subsidiary of Purchaser is substituted in all respects for the Sellers and each of their respective Affiliates, and the Sellers and their respective Affiliates are released, in respect of all Liabilities and obligations of the Sellers and each of their respective Affiliates under or in respect of such Seller Parent Guarantee or Seller Parent LC. In no event shall Seller Parent or any of its Affiliates be obligated Subsidiaries (other than an Acquired Company) suffers, incurs or is liable for by reason of or arising out of or in consequence of: (A) Seller or any of its Subsidiaries (other than an Acquired Company) making payment under any Non-Substituted Guarantee; or (B) any claim for payment made on Seller or any of its Subsidiaries (other than an Acquired Company) under a Non-Substituted Guarantee; and (iii) Purchaser may, at its option, obtain letters of credit, on terms and from financial institutions reasonably satisfactory to pay any money Seller, with respect to any Person the 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 effect Seller in relation to a Non-Substituted Guarantee, the substitutions described indemnity in clause (ii) of this Section 6.13(a). The Parties agree 7.6(b) shall cease to apply in relation to that neither Seller Parent nor any of the Retained Subsidiaries will have any obligation to renew any Seller Parent LCs after the expiration of any such letter of credit. Neither the Seller Parent Guarantees nor the Seller Parent LCs shall be deemed Purchased Assets hereunderNon-Substituted Guarantee.