Common use of Indebtedness; Release of Guaranties Clause in Contracts

Indebtedness; Release of Guaranties. Prior to the Closing, Buyer shall (a) obtain letters of credit in replacement of the letters of credit of Seller or any Affiliate of Seller set forth in Schedule 6.7 of the Seller Disclosure Schedule (the “Identified Guaranties”), which shall be effective as of the Effective Time and shall be in such form and from such financial institutions satisfactory to the holder of such Identified Guaranty, and (b) cause Seller or such Affiliate to be fully released, as of the Cut-Off Date, in respect of all obligations under such Identified Guaranties. With respect to any other obligations of Seller under any guaranties, letters of credit, letters of comfort, bid bonds or performance or surety bonds or cash or other collateral obtained or given by Seller relating to the Business which Seller notifies Buyer in writing (the “Other Guaranties”), Buyer shall use commercially reasonable efforts to cause Seller to be fully released, in each case, effective as promptly as practicable after the Cut-Off Date, in respect of all obligations of Seller and any of its Affiliates under any such Other Guaranties. With respect to any obligations of any Company or any Subsidiary under any guaranties, letters of credit, letters of comfort, bid bonds or performance or surety bonds or cash or other collateral obtained or given by any Company or any Subsidiary relating to any business of Seller and its Affiliates other than the Business (the “Other Company Guaranties”), Seller shall use commercially reasonable efforts to cause each Company and each Subsidiary to be fully released, in each case, effective as promptly as practicable after the Cut-Off Date, in respect of all obligations of any Company and any of their Affiliates under any such Other Company Guaranties. If, at or prior to the Closing, after using commercially reasonable efforts to do so, Buyer or Seller, as the case may be, is unable to effect such a substitution and release with respect to (i) any Other Guaranty, (ii) any Identified Guaranty or any Other Company Guaranty, Buyer shall indemnify Seller against any and all Loss or Expense arising from such Other Guaranty or such Identified Guaranty and Seller shall indemnify Buyer and its Affiliates, including the Companies and the Transferring Subsidiaries, against any and all Loss and Expense arising from such Other Company Guaranty. Without limiting the foregoing, after the Closing, Buyer will not, and will not permit any of is Affiliates to, renew, extend, amend or supplement any loan, contract, lease or other obligation that is covered by an Other Guaranty or an Identified Guaranty without providing Seller with evidence reasonably satisfactory to Seller that Seller’s Other Guaranty or Identified Guaranty has been released and Seller will not, and will not permit any of its Affiliates to, renew, extend, amend or supplement any loan, contract, lease or other obligation that is covered by an Other Company Guaranty without providing Buyer with evidence reasonably satisfactory to Buyer that such renewal, extension, amendment or supplement has been released. Any cash or other collateral posted by Seller or one of its Affiliates in respect of any Other Guaranty or any Identified Guaranty shall be delivered to Seller.

Indebtedness; Release of Guaranties. Prior to the Closing, Buyer shall use commercially reasonable efforts to (a) obtain letters of credit in replacement of the letters of credit of Seller or any Affiliate of Seller set forth in Schedule 6.7 of the Seller Disclosure Schedule (the “Identified Guaranties”), which shall be effective as of the Effective Time and shall be in such form and from such financial institutions satisfactory to the holder of such Identified Guaranty, and (b) cause Seller or such Affiliate to be fully released, as of the Cut-Off Date, in respect of all obligations under such Identified Guaranties. With respect to any other obligations of Seller under any guaranties, letters of credit, letters of comfort, bid bonds or performance or surety bonds or cash or other collateral obtained or given by Seller relating to the Business which Seller notifies Buyer in writing (the “Other Guaranties”), Buyer shall use commercially reasonable efforts to cause Seller to be fully released, in each case, effective as promptly as practicable after the Cut-Off Date, in respect of all obligations of Seller and any of its Affiliates under any such Other Guaranties. With respect to any obligations of any Company or any Subsidiary under any guaranties, letters of credit, letters of comfort, bid bonds or performance or surety bonds or cash or other collateral obtained or given by any Company or any Subsidiary relating to any business of Seller and its Affiliates other than the Business (the “Other Company Guaranties”), Seller shall use commercially reasonable efforts to cause each Company and each Subsidiary to be fully released, in each case, effective as promptly as practicable after the Cut-Off Date, in respect of all obligations of any Company and any of their Affiliates under any such Other Company Guaranties. If, at or prior to the Closing, after using commercially reasonable efforts to do so, Buyer or Seller, as the case may be, is unable to effect such a substitution and release with respect to (i) any Other Guaranty, Guaranty or (ii) any Identified Guaranty or any Other Company Guaranty, Buyer shall indemnify Seller against any and all Loss or Expense arising from such Other Guaranty or such Identified Guaranty and Guaranty. Seller shall indemnify Buyer and its Affiliates, including the Companies and the Transferring Subsidiaries, make a claim for indemnification against any and all such Loss and or Expense arising from in accordance with Section 10.3. Such Loss or Expense shall include the cost of maintaining the Identified Guaranties and, on the ninety-first (91st) day following the Closing Date, shall include two hundred percent (200%) of such Other Company Guarantycost. Without limiting the foregoing, after the Closing, Buyer will not, and will not permit any of is its Affiliates to, renew, extend, amend or supplement any loan, contract, lease or other obligation that is covered by an Other Guaranty or an Identified Guaranty without providing Seller with evidence reasonably satisfactory to Seller that Seller’s Other Guaranty or Identified Guaranty has been released and Seller will not, and will not permit any of its Affiliates to, renew, extend, amend or supplement any loan, contract, lease or other obligation that is covered by an Other Company Guaranty without providing Buyer with evidence reasonably satisfactory to Buyer that such renewal, extension, amendment or supplement has been released. Any cash or other collateral posted by Seller or one of its Affiliates in respect of any Other Guaranty or any Identified Guaranty shall be delivered to Seller.

Indebtedness; Release of Guaranties. Prior Except as provided in SECTION 7.14, at or prior to the Closing, Seller shall or shall cause the Purchased Entities to eliminate (by repayment or otherwise), and Seller shall be liable for, all Debt of the Business and the Purchased Entities owed to Third Parties or Seller or any of its Affiliates (other than the Purchased Entities) that is outstanding immediately prior to the Closing. At or prior to the Closing, Buyer shall use its reasonable best efforts to (a) obtain letters of credit in replacement of the letters of credit of Seller or any Affiliate of Seller set forth in Schedule 6.7 of the Seller Disclosure Schedule SCHEDULE 7.7 (the “Identified Guaranties”"IDENTIFIED GUARANTIES"), which shall be effective as of the Effective Time and shall be in such form and from such financial institutions satisfactory to the holder of such Identified Guaranty, ; and (b) cause Seller or such Affiliate to be fully released, as of the Cut-Off Closing Date, in respect of all obligations under such Identified Guaranties. With respect to any other obligations of Seller or any of its Affiliates under any guaranties, letters of credit, letters of comfort, bid bonds or performance or surety bonds or cash or other collateral obtained or given by Seller or any of its Affiliates (other than the Purchased Entities) relating to the Business which (i) that is given by Seller or any of its Affiliates after the date hereof in accordance with SECTION 7.4(B) or those that prior to the Closing Date Seller notifies Buyer in writing were inadvertently omitted from SCHEDULE 7.7 (but only to the extent such inadvertently omitted items are not, individually or in the aggregate, material in amount) (the “Other Guaranties”"OTHER GUARANTIES"), Buyer shall use commercially reasonable best efforts to cause Seller and its Affiliates (other than the Purchased Entities) to be fully released, in each case, effective as promptly as practicable after the Cut-Off Datepracticable, in respect of all obligations of Seller and any of its Affiliates (other than the Purchased Entities) and under any such Other Guaranties. With respect to any obligations of any Company or any Subsidiary under any guaranties, letters of credit, letters of comfort, bid bonds or performance or surety bonds or cash or other collateral obtained or given by any Company or any Subsidiary relating to any business of Seller and its Affiliates other than the Business (the “Other Company Guaranties”), Seller shall use commercially reasonable efforts to cause each Company and each Subsidiary to be fully released, in each case, effective as promptly as practicable after the Cut-Off Date, in respect of all obligations of any Company and any of their Affiliates under any such Other Company Guaranties. If, at or prior to the Closing, after using commercially reasonable efforts to do so, Buyer or Seller, as the case may be, is unable to effect such a substitution and release with respect to (i) any Other Guaranty, Guaranty after using reasonable best efforts to do so or; (ii) any Identified Guaranty or any Other Company Guaranty, Buyer shall indemnify Seller and its Affiliates (other than the Purchased Entities) against any and all Loss or Expense expenses arising from such Other Guaranty or such Identified Guaranty and Seller shall indemnify Buyer and its Affiliates, including the Companies and the Transferring Subsidiaries, against any and all Loss and Expense arising from such Other Company Guaranty. Without limiting the foregoing, after the Closing, Buyer will not, and will not permit any of is its Affiliates (including the Purchased Entities) to, renew, extend, amend or supplement any loan, contract, lease or other obligation that is covered by an Other Guaranty or an Identified Guaranty without providing Seller with evidence reasonably satisfactory to Seller that Seller’s 's or any of its Affiliate's Other Guaranty or Identified Guaranty has been released and Seller will not, and will not permit any of its Affiliates to, renew, extend, amend or supplement any loan, contract, lease or other obligation that is covered by an Other Company Guaranty without providing Buyer with evidence reasonably satisfactory to Buyer that such renewal, extension, amendment or supplement has been released. Any cash or other collateral posted by Seller or one of its Affiliates (other than the Purchased Entities) in respect of any Other Guaranty or any Identified Guaranty shall be promptly delivered to SellerSeller or such Affiliate.

Indebtedness; Release of Guaranties. Prior to the Closing, Buyer shall use commercially reasonable efforts (a) to obtain letters of credit in replacement of the letters of credit of Seller or any Affiliate of Seller set forth in Schedule 6.7 of the Seller Disclosure Schedule 7.7 (the “Identified Guaranties”), which shall be effective as of the Effective Time and shall be in such form and from such financial institutions satisfactory to the holder of such Identified Guaranty, as of the Cut-Off Date or as promptly as practicable after the Cut-Off Date, and (b) to cause Seller or such Affiliate to be fully released, as of the Cut-Off Date or as promptly as practicable after the Cut-Off Date, in respect of all obligations under such Identified Guaranties. With respect to any other obligations of Seller under any guaranties, letters of credit, letters of comfort, bid bonds or performance or surety bonds or cash or other collateral obtained or given by Seller relating to the Business any Assumed Liability of which Seller notifies Buyer in writing (the “Other Guaranties”), Buyer shall use commercially reasonable efforts to cause Seller to be fully released, in each case, effective as promptly as practicable after the Cut-Off DateSeller provides such notice, in respect of all obligations of Seller and any of its Affiliates under any such Other Guaranties. With respect to any obligations of any Company or any Subsidiary under any guaranties, letters of credit, letters of comfort, bid bonds or performance or surety bonds or cash or other collateral obtained or given by any Company or any Subsidiary relating to any business of Seller and its Affiliates other than the Business (the “Other Company Guaranties”), Seller shall use commercially reasonable efforts to cause each Company and each Subsidiary to be fully released, in each case, effective as promptly as practicable after the Cut-Off Date, in respect of all obligations of any Company and any of their Affiliates under any such Other Company Guaranties. If, at or prior to the Closing, after using commercially reasonable efforts to do so, Buyer or Seller, as the case may be, is unable to effect such a substitution and release with respect to (i) any Other Guaranty, Guaranty or (ii) any Identified Guaranty or any Other Company Guaranty, Buyer shall indemnify Seller against any and all Loss or Expense arising from such Other Guaranty or such Identified Guaranty and Guaranty. Seller shall indemnify Buyer and its Affiliates, including the Companies and the Transferring Subsidiaries, make a claim for indemnification against any and all such Loss and or Expense arising from such Other Company Guarantyin accordance with Section 11.3. Without limiting the foregoing, after the ClosingEffective Time, Buyer will not, and will not permit any of is its Affiliates to, renew, extend, amend or supplement any loan, contract, lease or other obligation that is covered by an Other Guaranty or an Identified Guaranty without providing Seller with evidence reasonably satisfactory to Seller that Seller’s Other Guaranty or Identified Guaranty has been released and Seller will not, and will not permit any of its Affiliates to, renew, extend, amend or supplement any loan, contract, lease or other obligation that is covered by an Other Company Guaranty without providing Buyer with evidence reasonably satisfactory to Buyer that such renewal, extension, amendment or supplement has been released. Any cash or other collateral posted by Seller or one of its Affiliates in respect of any Other Guaranty or any Identified Guaranty shall be delivered to Seller.

Indebtedness; Release of Guaranties. Prior to the Closing, Buyer shall use commercially reasonable efforts (a) to obtain letters of credit in replacement of the letters of credit of Seller or any Affiliate of Seller set forth in Schedule 6.7 of the Seller Disclosure Schedule 7.7 (the “"Identified Guaranties”"), which shall be effective as of the Effective Time and shall be in such form and from such financial institutions satisfactory to the holder of such Identified Guaranty, as of the Cut-Off Date or as promptly as practicable after the Cut-Off Date, and (b) to cause Seller or such Affiliate to be fully released, as of the Cut-Off Date or as promptly as practicable after the Cut-Off Date, in respect of all obligations under such Identified Guaranties. With respect to any other obligations of Seller under any guaranties, letters of credit, letters of comfort, bid bonds or performance or surety bonds or cash or other collateral obtained or given by Seller relating to the Business any Assumed Liability of which Seller notifies Buyer in writing (the “"Other Guaranties”"), Buyer shall use commercially reasonable efforts to cause Seller to be fully released, in each case, effective as promptly as practicable after the Cut-Off DateSeller provides such notice, in respect of all obligations of Seller and any of its Affiliates under any such Other Guaranties. With respect to any obligations of any Company or any Subsidiary under any guaranties, letters of credit, letters of comfort, bid bonds or performance or surety bonds or cash or other collateral obtained or given by any Company or any Subsidiary relating to any business of Seller and its Affiliates other than the Business (the “Other Company Guaranties”), Seller shall use commercially reasonable efforts to cause each Company and each Subsidiary to be fully released, in each case, effective as promptly as practicable after the Cut-Off Date, in respect of all obligations of any Company and any of their Affiliates under any such Other Company Guaranties. If, at or prior to the Closing, after using commercially reasonable efforts to do so, Buyer or Seller, as the case may be, is unable to effect such a substitution and release with respect to (i) any Other Guaranty, Guaranty or (ii) any Identified Guaranty or any Other Company Guaranty, Buyer shall indemnify Seller against any and all Loss or Expense arising from such Other Guaranty or such Identified Guaranty and Guaranty. Seller shall indemnify Buyer and its Affiliates, including the Companies and the Transferring Subsidiaries, make a claim for indemnification against any and all such Loss and or Expense arising from such Other Company Guarantyin accordance with Section 11.3. Without limiting the foregoing, after the ClosingEffective Time, Buyer will not, and will not permit any of is its Affiliates to, renew, extend, amend or supplement any loan, contract, lease or other obligation that is covered by an Other Guaranty or an Identified Guaranty without providing Seller with evidence reasonably satisfactory to Seller that Seller’s 's Other Guaranty or Identified Guaranty has been released and Seller will not, and will not permit any of its Affiliates to, renew, extend, amend or supplement any loan, contract, lease or other obligation that is covered by an Other Company Guaranty without providing Buyer with evidence reasonably satisfactory to Buyer that such renewal, extension, amendment or supplement has been released. Any cash or other collateral posted by Seller or one of its Affiliates in respect of any Other Guaranty or any Identified Guaranty shall be delivered to Seller.

Indebtedness; Release of Guaranties. Prior to the Closing, Buyer shall use commercially reasonable efforts to (a) obtain letters of credit in replacement of the letters of credit of Seller or any Affiliate of Seller set forth in Schedule 6.7 of the Seller Disclosure Schedule (the “"Identified Guaranties”"), which shall be effective as of the Effective Time and shall be in such form and from such financial institutions satisfactory to the holder of such Identified Guaranty, and (b) cause Seller or such Affiliate to be fully released, as of the Cut-Off Date, in respect of all obligations under such Identified Guaranties. With respect to any other obligations of Seller under any guaranties, letters of credit, letters of comfort, bid bonds or performance or surety bonds or cash or other collateral obtained or given by Seller relating to the Business which Seller notifies Buyer in writing (the “"Other Guaranties”"), Buyer shall use commercially reasonable efforts to cause Seller to be fully released, in each case, effective as promptly as practicable after the Cut-Off Date, in respect of all obligations of Seller and any of its Affiliates under any such Other Guaranties. With respect to any obligations of any Company or any Subsidiary under any guaranties, letters of credit, letters of comfort, bid bonds or performance or surety bonds or cash or other collateral obtained or given by any Company or any Subsidiary relating to any business of Seller and its Affiliates other than the Business (the “Other Company Guaranties”), Seller shall use commercially reasonable efforts to cause each Company and each Subsidiary to be fully released, in each case, effective as promptly as practicable after the Cut-Off Date, in respect of all obligations of any Company and any of their Affiliates under any such Other Company Guaranties. If, at or prior to the Closing, after using commercially reasonable efforts to do so, Buyer or Seller, as the case may be, is unable to effect such a substitution and release with respect to (i) any Other Guaranty, Guaranty or (ii) any Identified Guaranty or any Other Company Guaranty, Buyer shall indemnify Seller against any and all Loss or Expense arising from such Other Guaranty or such Identified Guaranty and Guaranty. Seller shall indemnify Buyer and its Affiliates, including the Companies and the Transferring Subsidiaries, make a claim for indemnification against any and all such Loss and or Expense arising from in accordance with Section 10.3. Such Loss or Expense shall include the cost of maintaining the Identified Guaranties and, on the ninety-first (91st) day following the Closing Date, shall include two hundred percent (200%) of such Other Company Guarantycost. Without limiting the foregoing, after the Closing, Buyer will not, and will not permit any of is its Affiliates to, renew, extend, amend or supplement any loan, contract, lease or other obligation that is covered by an Other Guaranty or an Identified Guaranty without providing Seller with evidence reasonably satisfactory to Seller that Seller’s 's Other Guaranty or Identified Guaranty has been released and Seller will not, and will not permit any of its Affiliates to, renew, extend, amend or supplement any loan, contract, lease or other obligation that is covered by an Other Company Guaranty without providing Buyer with evidence reasonably satisfactory to Buyer that such renewal, extension, amendment or supplement has been released. Any cash or other collateral posted by Seller or one of its Affiliates in respect of any Other Guaranty or any Identified Guaranty shall be delivered to Seller.