Common use of Letters of Credit; Other Obligations Clause in Contracts

Letters of Credit; Other Obligations. (a) At or prior to the Closing, NBCU shall (a) arrange for substitute letters of credit, NBCU guarantees and other obligations to replace (i) any letters of credit, guarantees, surety bonds, performance bonds and other contractual obligations entered into by or on behalf of GE or any of its Subsidiaries (other than solely by the NBCU Entities) in connection with the NBCU Businesses (together, the “GE LCs”) outstanding as of the date of this Agreement that are not Excluded NBCU Liabilities and (ii) any GE LCs entered into in the ordinary course of business and consistent with past practice on or after the date of this Agreement and prior to the Closing or (b) assume all obligations under each GE LC, obtaining from the creditor or other counterparty a full release (in a form reasonably satisfactory to GE) of all parties liable, directly or indirectly, for reimbursement to the creditor or fulfillment of other obligations to a counterparty in connection with amounts drawn under the GE LCs. NBCU further agrees that to the extent the beneficiary or counterparty under any GE LC does not accept any such substitute letter of credit, NBCU guarantee or other obligation proffered by NBCU, NBCU shall indemnify, defend and hold harmless GE against, and reimburse GE for, any and all amounts paid, including costs or expenses in connection with such GE LCs, including GE’s expenses in maintaining such GE LCs, whether or not any such GE LC is drawn upon or required to be performed, and shall in any event promptly reimburse GE to the extent any GE LC is called upon and GE or its Subsidiaries make any payment or are obligated to reimburse the party issuing the GE LC. At the request of GE, NBCU shall provide GE with letters of credit in an amount equal to GE’s and its Subsidiaries’ entire potential liability pursuant to the immediately preceding sentence.

Letters of Credit; Other Obligations. (a) At or prior to the Closing, NBCU the Buyer shall use its commercially reasonable efforts to (a) arrange for substitute letters of credit, NBCU Buyer guarantees and other obligations to replace (i) any the letters of credit, guarantees, surety bonds, performance bonds guarantees and other equivalent contractual obligations entered into by or on behalf of GE the Sellers or any of its Subsidiaries (other than solely by the NBCU Entities) their Affiliates in connection with the NBCU Businesses Business (together, the “GE Sellers’ LCs”) outstanding as of the date of this Agreement that are not Excluded NBCU Liabilities as listed on Section 5.07 of the Disclosure Schedule and (ii) any GE Sellers’ LCs entered into in the ordinary course of business and consistent with past practice on or after the date of this Agreement and prior to the Closing and in any event not to exceed $500,000 in the aggregate without the prior written consent of the Buyer or (b) assume all obligations under each GE LCSellers’ LCs, obtaining from the creditor or other counterparty a full release (in a form and substance reasonably satisfactory to GEthe Sellers) of all parties liable, directly or indirectly, for reimbursement to the creditor or fulfillment of other obligations to a counterparty in connection with amounts drawn under the GE Sellers’ LCs. NBCU The Buyer further agrees that to the extent the beneficiary or counterparty under any GE Sellers’ LC does not accept any such substitute letter of credit, NBCU Buyer guarantee or other obligation proffered by NBCUthe Buyer, NBCU the Buyer shall indemnify, defend and hold harmless GE the Sellers against, and reimburse GE the Sellers for, any and all amounts paid, including costs or expenses in connection with such GE Sellers’ LCs, including GE’s the Sellers’ expenses in maintaining such GE Sellers’ LCs, whether or not any such GE Sellers’ LC is drawn upon or required to be performed, and shall in any event promptly reimburse GE the Sellers to the extent any GE Sellers’ LC is called upon and GE the Sellers or its Subsidiaries their Affiliates make any payment or are obligated to reimburse the party issuing the GE Sellers’ LC. At the request of GE, NBCU shall provide GE with letters of credit in an amount equal to GE’s and its Subsidiaries’ entire potential liability pursuant to the immediately preceding sentence.

Letters of Credit; Other Obligations. (a) At or prior to the Closing, NBCU the Acquiror shall (a) arrange for substitute letters of credit, NBCU guarantees by the Acquiror and other obligations to replace (i) any the letters of credit, guarantees, surety bonds, performance bonds guarantees and other contractual obligations entered into by or on behalf of GE the Sellers or any of its Subsidiaries their Affiliates (other than solely by the NBCU EntitiesBusiness Subsidiaries) in connection with and to the NBCU Businesses extent related to the Business (together, the “GE Sellers’ LCs”) outstanding as of the date of this Agreement that which are not Excluded NBCU Liabilities set forth in Section 5.07 of the Disclosure Schedule (including the dollar amounts of each of the Sellers’ LCs) and (ii) any GE Sellers’ LCs entered into in the ordinary course of business and consistent with past practice on or after the date of this Agreement and prior to the Closing or (b) assume all obligations under each GE LCof the Sellers’ LCs, obtaining using commercially reasonable efforts to obtain from the creditor or other counterparty a full release (in a form reasonably satisfactory to GE) of all parties liable, directly or indirectly, for reimbursement to the creditor or fulfillment of other obligations to a counterparty in connection with amounts drawn under the GE Sellers’ LCs. NBCU The Acquiror further agrees that to the extent the beneficiary or counterparty under any GE Sellers’ LC does not refuses to accept any such substitute letter of credit, NBCU Acquiror guarantee or other obligation proffered by NBCUthe Acquiror, NBCU the Acquiror shall indemnify, defend and hold harmless GE the Sellers against, and reimburse GE the Sellers for, any and all amounts paid, including costs or expenses in connection with such GE Sellers’ LCs, including GE’s the Sellers’ reasonable expenses in maintaining such GE Sellers’ LCs (but not to exceed the costs and expenses the Acquiror would have incurred to obtain substitute letters of credit for Sellers’ LCs), whether or not any such GE Sellers’ LC is drawn upon or required to be performed, and shall in any event promptly reimburse GE the Sellers to the extent any GE Sellers’ LC is called upon and GE the Sellers or its Subsidiaries their Affiliates make any payment or are obligated to reimburse the party issuing the GE Sellers’ LC. At the request of GE, NBCU shall provide GE with letters of credit in an amount equal to GE’s and its Subsidiaries’ entire potential liability pursuant to the immediately preceding sentence.

Letters of Credit; Other Obligations. (a) At or prior to the applicable Closing, NBCU Acquiror shall (ai) arrange for substitute letters of credit, NBCU guarantees and other similar obligations to replace (iA) any the letters of credit, guarantees, surety bonds, performance bonds guarantees and other contractual obligations entered into by or by, on behalf of GE or at the instruction of GE, the Transferors or any of its Subsidiaries their respective Affiliates (other than solely by the NBCU EntitiesAcquired Subsidiaries) in connection with the NBCU Businesses Business (together, the “GE Transferors’ LCs”) outstanding as of the date of this Agreement that (all such material letters of credit, guarantees and similar obligations are not Excluded NBCU Liabilities listed in Section 7.11 of the GE Disclosure Letter) and (iiB) any GE Transferors’ LCs entered into in the ordinary course of business and consistent with past practice on or after the date of this Agreement and prior to the applicable Closing or (bii) assume all obligations under each GE LCof the Transferors’ LCs, obtaining from the creditor or other counterparty a full release (in a form reasonably satisfactory to GE) of all parties liable, directly or indirectly, for reimbursement to the creditor or fulfillment of other obligations to a counterparty in connection with amounts drawn under the GE Transferors’ LCs. NBCU Acquiror further agrees that to the extent the beneficiary or counterparty under any GE Transferors’ LC does not refuses to accept any such substitute letter of credit, NBCU Acquiror guarantee or other obligation proffered by NBCUAcquiror, NBCU Acquiror shall indemnify, defend and hold harmless GE the Transferors against, and reimburse GE the Transferors for, any and all amounts paid, including costs or expenses in connection with such GE Transferors’ LCs, including GE’s the Transferors’ expenses in maintaining such GE Transferors’ LCs, whether or not any such GE Transferors’ LC is drawn upon or required to be performed, and shall in any event promptly reimburse GE the Transferors to the extent any GE Transferors’ LC is called upon and GE the Transferors or its Subsidiaries their Affiliates make any payment or are obligated to reimburse the party issuing the Transferors’ LC (provided that Acquiror shall have no obligation to indemnify or reimburse the Transferors for any material letters of credit, guarantees or other similar obligations that are not included in Section 7.11 of the GE LCDisclosure Letter). GE shall use its reasonable best efforts to assist and cooperate with Acquiror in its efforts to arrange for substitute letters of credit, guarantees and other similar obligations, including recalling any outstanding letters of credit, guarantees and other similar obligations to the extent required to effect the foregoing substitution. At the request of GE, NBCU Acquiror shall provide GE the Transferors with letters of credit in an amount equal to GE’s the Transferors’ and its Subsidiariestheir Affiliates’ entire potential liability pursuant to the immediately preceding sentence; provided that if GE delivers such Letter of Credit, such Letter of Credit shall be in lieu of Acquiror’s obligation to indemnify GE as set forth in the immediately preceding sentence.

Letters of Credit; Other Obligations. The Acquiror agrees to use its reasonable best efforts (a) At or prior to the Closing, NBCU shall (a) arrange for substitute letters of credit, NBCU Acquiror guarantees and other obligations to replace (i) any the letters of credit, guarantees, surety bonds, performance bonds guarantees and other contractual obligations entered into by or on behalf of the GE Parties or any of its Subsidiaries their Affiliates (other than solely by RMS or the NBCU EntitiesCompany or its Subsidiaries) in connection with the NBCU Businesses (together, the “GE Parties’ LCs”) outstanding as of the date of this Agreement that in connection with RMS or the Company or its Subsidiaries, all of which are not Excluded NBCU Liabilities set forth in Section 5.07 of the Disclosure Schedule, and (ii) any GE Parties’ LCs entered into in the ordinary course of business and consistent with past practice on or after the date of this Agreement and prior to the Closing or (b) to assume all obligations under each GE Parties’ LC, obtaining from the creditor or other counterparty a full release (in a form reasonably satisfactory to GE) of all parties liable, directly or indirectly, for reimbursement to the creditor or fulfillment of other obligations to a counterparty in connection with amounts drawn under the a GE LCsParties’ LC. NBCU The Acquiror further agrees that to the extent the beneficiary or counterparty under any GE Parties’ LC does not refuses to accept any such substitute letter of credit, NBCU the Acquiror guarantee or other obligation proffered by NBCUthe Acquiror, NBCU the Acquiror shall indemnify, defend and hold harmless the GE against, Parties against and reimburse the GE for, Parties for any and all amounts paid, including costs or expenses in connection with such GE Parties’ LCs, including GE’s the GE Parties’ expenses in maintaining such GE LCs, Parties’ LCs whether or not any such GE Parties’ LC is drawn upon or required to be performed, and shall in any event promptly reimburse the GE Parties to the extent any GE Parties’ LC is called upon and the GE Parties or its Subsidiaries their Affiliates make any payment or are obligated to reimburse the party issuing the GE Parties’ LC. At the request of GEthe GE Parties, NBCU the Acquiror shall provide the GE Parties with letters of credit in an amount equal to GE’s the GE Parties’ and its Subsidiariestheir Affiliates’ entire potential liability pursuant to the immediately preceding sentence.

Letters of Credit; Other Obligations. Section 5.07 of the Disclosure Schedule sets forth the Sellers’LCs (aas hereinafter defined) as of the date of this Agreement. At or prior to the Closing, NBCU the Acquiror shall (a) arrange for substitute letters of credit, NBCU the Acquiror guarantees and other obligations to replace (i) any the letters of credit, guarantees, surety bonds, performance bonds guarantees and other contractual obligations entered into by or on behalf of GE the Sellers or any of its Subsidiaries their Affiliates (other than the Business Subsidiaries) solely by the NBCU Entities) and exclusively in connection with the NBCU Businesses Business (together, the “GE Sellers’ LCs”) outstanding as of the date of this Agreement that are not Excluded NBCU Liabilities and (ii) any GE Sellers’ LCs entered into in the ordinary course of business and consistent with past practice on or after the date of this Agreement and prior to the Closing or (b) assume all obligations under each GE LCof the Sellers’ LCs, obtaining from the creditor or other counterparty a full release (in a form reasonably satisfactory to GE) of all parties liable, directly or indirectly, for reimbursement to the creditor or fulfillment of other obligations to a counterparty in connection with amounts drawn under the GE Sellers’ LCs. NBCU The Acquiror further agrees that to the extent the beneficiary or counterparty under any GE LC does not Sellers’LC refuses to accept any such substitute letter of credit, NBCU guarantee or other obligation proffered by NBCUthe Acquiror, NBCU the Acquiror shall indemnify, defend and hold harmless GE the Sellers against, and reimburse GE the Sellers for, any and all amounts paid, including costs or expenses in connection with such GE Sellers’ LCs, including GE’s expenses the Sellers’expenses in maintaining such GE Sellers’ LCs, whether or not any such GE Sellers’ LC is drawn upon or required to be performed, and shall in any event promptly reimburse GE the Sellers to the extent any GE Sellers’ LC is called upon and GE the Sellers or its Subsidiaries their Affiliates make any payment or are obligated to reimburse the party issuing the GE Sellers’ LC. At the request of GE, NBCU shall provide GE with letters of credit in an amount equal to GE’s and its Subsidiaries’ entire potential liability pursuant to the immediately preceding sentence.