Common use of Release from Credit Support Instruments Clause in Contracts

Release from Credit Support Instruments. At or prior to the Contribution Closing, the Acquirer Parties shall, and shall cause their respective Affiliates to, take or cause to be taken all actions necessary to secure the unconditional release of any Devon Entity from the credit support instruments set forth in Schedule 5.15 of the Contributor Disclosure Letter (the “Credit Support Instruments”), including effecting such release by providing guarantees or other credit support, and the Acquirer Parties shall, and shall cause their respective Affiliates to, be substituted in all respects for each Devon Entity that is party to the Credit Support Instrument, so that the Crosstex Entities shall be solely responsible for the obligations of such Credit Support Instrument; provided, however, that any such release or substitution must be effected pursuant to documentation reasonably satisfactory in form and substance to the Contributor Parties. In the event the Contributor Parties identify, after the Contribution Closing, guarantees or other credit support instruments relating to the Business to which an Devon Entity is a party (the “Additional Credit Support”), the Contributor Parties shall notify the Acquirer Parties in writing of the existence and terms of such Additional Credit Support, and the Acquirer Parties, upon receipt of such notice, shall promptly cause the release and substitution of such Additional Credit Support in a manner consistent with the foregoing. All costs and expenses incurred in connection with the release or substitution of the Credit Support Instruments and the Additional Credit Support, as the case may be, shall be borne by the Acquirer Parties. From and after the Contribution Closing, the Acquirer Parties shall indemnify the Devon Entities for any and all Losses arising from or relating to the Credit Support Instruments and the Additional Credit Support.

Release from Credit Support Instruments. At or prior to the Contribution Closing, the Acquirer Parties shallshall use reasonable best efforts to, and shall cause their respective its Affiliates to use reasonable best efforts to, take or cause to be taken all actions necessary to secure the unconditional release release, as of the Contribution Closing Date, of any Devon NRGY Entity from the credit support instruments set forth in Schedule 5.15 5.19 of the Contributor Disclosure Letter Schedule (the “Credit Support Instruments”), including effecting such release by providing guarantees or other credit support, and the Acquirer Parties shallshall use reasonable best efforts to, and shall cause their respective its Affiliates to use reasonable best efforts to, be substituted in all respects for each Devon NRGY Entity that is party to the Credit Support Instrument, so that the Crosstex Suburban Entities shall be solely responsible for the obligations of such Credit Support Instrument, only with respect to the Acquired Assets and the Propane Business, from and after the Contribution Closing Date; provided, however, that in no event shall reasonable best efforts require Acquirer or its Affiliates to agree (a) to make any payment to obtain such release (other than ordinary processing or substitution must be effected pursuant administrative fees), (b) to documentation reasonably satisfactory in form and substance change the terms of any Contract to the Contributor Parties. In the event the Contributor Parties identify, after the Contribution Closing, guarantees or other which such credit support instruments relating applies in any manner that is adverse to Acquirer or any of its Affiliates or (c) to any restriction in the Business to which an Devon Entity is a party (the “Additional Credit Support”), the Contributor Parties shall notify the Acquirer Parties in writing operations of the existence and terms of such Additional Credit Support, and the Acquirer Parties, upon receipt of such notice, shall promptly cause the release and substitution of such Additional Credit Support in a manner consistent with the foregoingtheir respective businesses. All costs and expenses incurred in connection with the release or substitution of the Credit Support Instruments and the Additional Credit Support, as the case may be, shall be borne by Acquirer. To the extent Acquirer Parties. From and after is unable to obtain release for any Credit Support Instrument prior to the Contribution Closing, the Acquirer Parties shall indemnify the Devon NRGY Entities for any and all Losses arising from or relating to the Credit Support Instruments Instruments, other than Losses arising from Retained Propane Business Liabilities and the Additional Other Retained Liabilities. In the event that any Credit SupportSupport Instrument has not been terminated and the applicable NRGY Entity has not been released as of the Contribution Closing Date, such NRGY Entity shall be permitted to terminate such Credit Support Instrument as promptly as possible under the terms of such Credit Support Instrument; provided, however, that the termination of such Credit Support Instrument does not result in termination or a material change to the Contract to which such credit support applies, except in connection with the end of any primary or renewal term of any such Contract or Credit Support Instrument. Nothing in this Section 5.19 shall be deemed to release any NRGY Entity from the obligations of any Credit Support Instrument relating to the Retained Propane Business Liabilities or the Other Retained Liabilities.

Release from Credit Support Instruments. At or prior to the Contribution Closing, the Acquirer Parties (a) Parent shall, and shall cause their respective its Affiliates to(collectively, take or cause the “Parent Group”) to be taken all actions necessary use reasonable best efforts to secure the unconditional release of any Devon each Retained Dow Entity from the credit support instruments set forth Dow Credit Support Instruments identified in Schedule 5.15 Section 7.07 of the Contributor TDCC Disclosure Letter (at or prior to the “Credit Support Instruments”)Closing Date, including effecting such release by providing guarantees or other credit support, support and causing a member of the Acquirer Parties shall, and shall cause their respective Affiliates to, Parent Group to be substituted in all respects for each Devon Retained Dow Entity that is party to the such Dow Credit Support InstrumentInstruments, so that the Crosstex Entities applicable member of the Parent Group shall be solely responsible for the obligations of such Dow Credit Support InstrumentInstruments; provided, however, that any such release or substitution must be effected pursuant to documentation reasonably satisfactory in form and substance to the Contributor PartiesTDCC. In the event the Contributor Parties identify, From and after the Contribution ClosingEffective Time, guarantees Parent shall not permit any member of the Parent Group to (i) renew or extend the term of; or (ii) increase its obligations under, or transfer to a third party, any loan, contract or other credit support instruments relating to the Business to obligation for which an Devon a Retained Dow Entity is or could reasonably be expected to be liable under any Dow Credit Support Instrument. To the extent that a party Retained Dow Entity has performance obligations under any Dow Credit Support Instrument from and after the Effective Time, Parent shall, and shall cause a member of the Parent Group to, (x) if requested by TDCC, perform such obligations on behalf of Dow; and (y) otherwise take such action as requested by TDCC so as to put TDCC or the applicable Retained Dow Entity in the same position as if Parent, or such member of the Parent Group, and not such Retained Dow Entity, had performed or was performing such obligations. All costs and expenses incurred in connection with the release or substitution of such Dow Credit Support Instruments shall be borne by Parent. (b) Parent shall, and shall cause each Parent Entity to, use reasonable best efforts to secure the unconditional release of TDCC from each of its and its Subsidiaries’ obligations arising under, or in connection with, the JV Guarantees (the “Additional Credit SupportJV Guarantee Release”), the Contributor Parties shall notify the Acquirer Parties . Any such release must be effected pursuant to documentation reasonably satisfactory in writing of the existence form and terms of such Additional Credit Support, and the Acquirer Parties, upon receipt of such notice, shall promptly cause the release and substitution of such Additional Credit Support in a manner consistent with the foregoingsubstance to TDCC. All costs and expenses incurred in connection with the release or substitution of the Credit Support Instruments and the Additional Credit Support, as the case may be, JV Guarantees shall be borne by the Acquirer PartiesParent. From and after the Contribution Closing, the Acquirer Parties Parent shall indemnify the Devon Entities TDCC and its Representatives for any and all Losses to the extent arising from from, or relating to to, the Credit Support Instruments and the Additional Credit SupportJV Guarantees.

Release from Credit Support Instruments. At or prior to the Contribution Closing, the Acquirer Parties shallshall use reasonable best efforts to, and shall cause their respective its Affiliates to use reasonable best efforts to, take or cause to be taken all actions necessary to secure the unconditional release release, as of the Contribution Closing Date, of any Devon ETP Entity from the credit support instruments set forth in Schedule 5.15 5.21 of the Contributor Disclosure Letter Schedule (the “Credit Support Instruments”), including effecting such release by providing guarantees or other credit support, and the Acquirer Parties shallshall use reasonable best efforts to, and shall cause their respective its Affiliates to use reasonable best efforts to, be substituted in all respects for each Devon ETP Entity that is party to the Credit Support Instrument, so that the Crosstex AmeriGas Entities shall be solely responsible for the obligations of such Credit Support Instrument; provided, however, that in no event shall reasonable best efforts require Acquirer or its Affiliates to agree (a) to make any payment to obtain such release (other than ordinary processing or substitution must be effected pursuant administrative fees), (b) to documentation reasonably satisfactory in form and substance change the terms of any Contract to the Contributor Parties. In the event the Contributor Parties identify, after the Contribution Closing, guarantees or other which such credit support instruments relating applies in any manner that is adverse to Acquirer or any of its Affiliates or (c) to any restriction in the Business to which an Devon Entity is a party (the “Additional Credit Support”), the Contributor Parties shall notify the Acquirer Parties in writing operations of the existence and terms of such Additional Credit Support, and the Acquirer Parties, upon receipt of such notice, shall promptly cause the release and substitution of such Additional Credit Support in a manner consistent with the foregoingtheir respective businesses. All costs and expenses incurred in connection with the release or substitution of the Credit Support Instruments and the Additional Credit Support, as the case may be, shall be borne by the Acquirer. To the extent Acquirer Parties. From and after is unable to obtain release for any Credit Support Instrument prior to the Contribution Closing, the Acquirer Parties shall indemnify the Devon ETP Entities for any and all Losses arising from or relating to the Credit Support Instruments Instruments. In the event that any Credit Support Instrument has not been terminated and the Additional applicable ETP Entity has not been released as of the Contribution Closing Date, such ETP Entity shall be permitted to terminate such Credit SupportSupport Instrument as promptly as possible under the terms of such Credit Support Instrument; provided, however, that the termination of such Credit Support Instrument does not result in termination or a material change to the Contract to which such credit support applies, except in connection with the end of any primary or renewal term of any such Contract or Credit Support Instrument.

Release from Credit Support Instruments. (a) At or prior to the Contribution Closing, the Acquirer Parties shall, Purchaser and Parent shall cause their respective Affiliates to, take or cause use reasonable efforts (and the Seller shall cooperate and use reasonable efforts to be taken all actions necessary assist Parent and the Purchaser) to (i) secure the unconditional release release, as of any Devon Entity the Closing Date, of the Seller and its Affiliates (including, if applicable, the Company and Subsidiaries) from the credit support instruments relating to the Company and the Subsidiaries set forth in Schedule 5.15 Section 5.10(a) of the Contributor Disclosure Letter Schedule and any Additional Credit Support Instruments (collectively, the “Credit Support Instruments”)) and the removal of the Company and Subsidiaries as parties to the Retained Credit Instruments, including effecting such release and removal by providing entering into the alternative arrangements described in the following clause (ii), and (ii) enter into alternative arrangements (including guarantees or other credit support, ) so that Parent and the Acquirer Parties shall, Purchaser (or an Affiliate of the Purchaser) or a surety or letter of credit issuer for the benefit of Parent and shall cause their respective Affiliates to, be substituted in all respects for each Devon Entity that is party to the Credit Support Instrument, so that the Crosstex Entities Purchaser shall be solely responsible for the obligations of such Credit Support InstrumentInstruments in respect of the Company and the Subsidiaries; provided, however, that in no event shall reasonable efforts require the Purchaser or its Affiliates to (A) agree to change the terms of any Material Contract to which such release credit support applies in any manner that is materially adverse to the Purchaser or substitution must be effected any of its Affiliates (including the Company and the Subsidiaries), (B) agree to any material restriction in the operations of their respective businesses (including the Business) except for covenants and restrictions that are customary in connection with such Credit Support Instruments or such other credit support documentation contemplated by this Section 5.10 or (C) make any payments or expenditures (other than any payments in respect of and pursuant to documentation reasonably satisfactory in form the terms of the replacement parent guarantees, replacement surety bonds or replacement letters of credit obtained on behalf of Parent and substance to the Contributor Parties. In the event the Contributor Parties identify, after the Contribution Closing, guarantees its Affiliates or other credit support instruments relating to required in connection with surety bonds or letters of credit of Parent and its Affiliates, including the Business to which an Devon Entity is a party (Company and the “Additional Credit Support”Subsidiaries at and after the Closing), the Contributor Parties shall notify the Acquirer Parties in writing of the existence other than immaterial and terms of such Additional Credit Support, de minimis payments or expenditures and the Acquirer Parties, upon receipt of such notice, shall promptly cause the release ordinary processing and substitution of such Additional Credit Support in a manner consistent with the foregoing. All costs administrative fees and expenses legal and other professional fees incurred in connection with the alternative arrangements contemplated by clause (ii) above. All such payments or expenditures incurred in connection with any alternative arrangements entered into by Parent and the Purchaser in accordance with Section 5.10(a)(ii) shall be borne by Parent and the Purchaser. To the extent the parties have been unable to obtain the unconditional release or substitution of the Seller and its Affiliates from the Credit Support Instruments and the Additional removal of the Company and Subsidiaries as parties to the Retained Credit SupportInstruments in accordance with clause (i) above prior to the Closing and the Closing occurs, (x) Parent and the Purchaser shall jointly and severally indemnify and hold harmless the Seller and its Affiliates from and against any and all Losses relating to the Company or any Subsidiary in respect of obligations arising from or relating to such Credit Support Instruments and (y) the Purchaser and Parent shall continue to use reasonable efforts (and the Seller shall cooperate and continue to use reasonable efforts to assist Parent and the Purchaser) to secure such release of the Seller and its Affiliates from such Credit Support Instruments and the removal of the Company and Subsidiaries as parties to the Retained Credit Instruments as contemplated by this Section 5.10 as promptly as reasonably practicable. (b) At or prior to the Closing, the Seller shall use reasonable efforts (and Parent and the Purchaser shall cooperate and use reasonable efforts to assist the Seller) to secure the unconditional release, as of the case may beClosing Date, of the Company and the Subsidiaries from, and the removal, as of the Closing Date, of the Company and the Subsidiaries as parties to, each of (i) the Seller Credit Facility and any security, pledge or other agreement entered into by the Company or any Subsidiary in connection therewith and (ii) the Seller Surety Bond Facility and other Surety Credit Documents (as defined in the Seller Surety Bond Facility) other than the Credit Support Instruments (collectively, the “Retained Credit Instruments”); provided, however, that in no event shall reasonable efforts require the Seller to make any payments or expenditures, other than immaterial and de minimis payments or expenditures and ordinary processing and administrative fees and legal and other professional fees. Any such payments or expenditures incurred by the Seller in connection with securing the release of the Company and the Subsidiaries from the Retained Credit Instruments shall be borne by the Acquirer PartiesSeller. From To the extent the parties have been unable to obtain such release for any Retained Credit Instrument prior to the Closing and after the Contribution ClosingClosing occurs, (i) the Seller shall indemnify and hold harmless Parent, the Acquirer Parties shall indemnify the Devon Entities for Purchaser and their Affiliates from and against any and all Losses relating to the Seller and its Affiliates (other than the Company and the Subsidiaries) in respect of obligations arising from or relating to such Retained Credit Instruments of the Seller or any of its Affiliates (other than the Company and the Subsidiaries) and (ii) the Seller shall continue to use reasonable efforts (and Parent and the Purchaser shall cooperate and continue to use reasonable efforts to assist the Seller) to secure the unconditional release of the Company and the Subsidiaries from such Retained Credit Instruments as promptly as reasonably practicable. (c) In the event that, after the date of this Agreement and prior to the earlier of the time of the Closing and the termination of this Agreement pursuant to Article X, the Seller or its Affiliates shall, to the extent permitted in accordance with Section 5.01(b)(xvii) and in the ordinary course of business and consistent with past practice, enter into any Additional Credit Support Instruments that constitute parent guarantees on behalf of or for the benefit of the Company and the Subsidiaries, the Seller and its Affiliates shall use reasonable efforts to, to the extent possible, enter into such definitive agreements or other documentation with respect thereto as shall permit, as of the Closing Date and without any additional payments or expenditures by the parties hereto, (i) Parent or the Purchaser (or an Affiliate of the Purchaser) to assume or otherwise become solely responsible for the obligations of such Additional Credit SupportSupport Instrument in respect of credit support for the Company and the Subsidiaries and (ii) Seller and its Affiliates (other than the Company and the Subsidiaries) to be unconditionally released therefrom.

Release from Credit Support Instruments. At or prior to the Contribution Closing, the Acquirer Parties (a)Parent shall, and shall cause their respective Affiliates its Subsidiaries to, take or cause to be taken all actions necessary use reasonable best efforts to secure the unconditional release of any Devon Entity the Company and its Subsidiaries (other than SpinCo and the Transferred Subsidiaries) from the credit support instruments set forth in Schedule 5.15 of the Contributor Disclosure Letter (the “Company Credit Support Instruments”), including those identified on Section 7.12 of the SpinCo Disclosure Schedule, at or prior to the Closing Date, including effecting such release by providing guarantees or other credit support, support and the Acquirer Parties shall, and shall cause their respective causing Parent or one of its Affiliates to, to be substituted in all respects for each Devon Entity of the Company or any of its Subsidiaries (other than SpinCo and the Transferred Subsidiaries) that is party to the such Company Credit Support InstrumentInstruments, so that the Crosstex Entities Parent or its applicable Affiliate shall be solely responsible for the obligations of such Company Credit Support InstrumentInstruments; provided, however, that any such release or substitution must be effected pursuant to documentation reasonably satisfactory in form and substance to the Contributor PartiesCompany. In the event the Contributor Parties identify, From and after the Contribution ClosingEffective Time, guarantees Parent shall not, and shall not permit any of its Affiliates to, (i) renew or extend the term of; or (ii) increase its obligations under, or transfer to a third party, any loan, contract or other credit support instruments relating obligation for which the Company or any of its Subsidiaries is or could reasonably be expected to be liable under any Company Credit Support Instrument. To the Business to which an Devon Entity is a party extent that the Company or any of its Subsidiaries has performance obligations under any Company Credit Support Instrument from and after the Effective Time, Parent shall, and shall cause its Affiliates to, (x) if requested by the “Additional Credit Support”)Company, the Contributor Parties shall notify the Acquirer Parties in writing perform such obligations on behalf of the existence Company; and terms (y) otherwise take such action as requested by the Company so as to put the Company or its applicable Subsidiary in the same position as if Parent, or such Affiliate of such Additional Credit SupportParent, and not the Acquirer PartiesCompany or its applicable Affiliate, upon receipt of had performed or was performing such notice, shall promptly cause the release and substitution of such Additional Credit Support in a manner consistent with the foregoingobligations. All costs and expenses incurred by any party in connection with the release or substitution of the such Company Credit Support Instruments and the Additional Credit Support, as the case may be, shall be borne by the Acquirer PartiesParent. From and after the Contribution Closing, the Acquirer Parties Parent shall indemnify the Devon Entities for Company and its Subsidiaries fully in respect of any and all Losses liabilities, claims, losses, damages, costs, expenses, interest, awards, judgments and penalties (including reasonable attorneys’ and consultants’ fees and expenses) incurred by such Person to the extent arising from or relating to the any Company Credit Support Instruments from and after the Additional Credit SupportClosing.

Release from Credit Support Instruments. (a) At or prior to the Contribution Closing, the Acquirer Parties shall, Purchaser and Dycom shall cause their respective Affiliates to, take or cause to be taken all actions necessary use reasonable efforts to secure the unconditional release release, as of any Devon Entity the Closing Date, of the Sellers and their respective Affiliates from the credit support instruments set forth in Schedule 5.15 Section 5.15(a) of the Contributor Disclosure Letter Schedule (the “Credit Support Instruments”), including effecting such release by providing guarantees or other credit support, and the Acquirer Parties shall, Purchaser and Dycom shall cause their respective Affiliates to, use reasonable efforts to be substituted in all respects for each Devon Entity Seller and each Affiliate of any Seller that is party to the Credit Support Instrument, so that Dycom and the Crosstex Entities Purchaser (or an Affiliate of the Purchaser) or a surety for the benefit of Dycom and the Purchaser shall be solely responsible for the obligations of such Credit Support Instrument; provided, however, that in no event shall reasonable efforts require the Purchaser or its Affiliates to agree (a) to make any such release or substitution must be effected pursuant to documentation reasonably satisfactory payment (other than in form respect of replacement surety bonds obtained on behalf of Dycom and substance to the Contributor Parties. In the event the Contributor Parties identify, after the Contribution Closing, guarantees its Affiliates or other credit support instruments relating to the Business to which an Devon Entity is a party (the “Additional Credit Support”), the Contributor Parties shall notify the Acquirer Parties in writing of the existence and terms of such Additional Credit Support, and the Acquirer Parties, upon receipt of such notice, shall promptly cause the release and substitution of such Additional Credit Support in a manner consistent with the foregoing. All costs and expenses incurred required in connection with surety bonds of Dycom and its Affiliates, including the Acquired Companies and Subsidiaries at and after the Closing) to obtain such release (other than ordinary processing or substitution administrative fees), (b) to change the terms of any Material Contract to which such credit support applies in any manner that is materially adverse to the Purchaser or any of its Affiliates (including the Acquired Companies) or (c) to any material restriction in the operations of their respective businesses (including the Business) except for covenants and restrictions that are customary in connection with such Credit Support Instruments or such other credit support documentation contemplated by this Section 5.15. To the extent the Purchaser is unable to obtain such release for any Credit Support Instrument prior to the Closing, (i) Dycom and the Additional Credit Support, as Purchaser shall jointly and severally indemnify and hold harmless the case may be, shall be borne by the Acquirer Parties. From Sellers and after the Contribution Closing, the Acquirer Parties shall indemnify the Devon Entities their respective Affiliates for any and all Losses arising from or relating to the Credit Support Instruments (it being understood that such obligation shall not impair any rights of the Purchaser Indemnified Parties to indemnification under Article IX in respect of any such Losses) and (ii) the Additional Purchaser and Dycom shall continue to use reasonable efforts to secure the unconditional release of the Sellers and their respective Affiliates from the Credit SupportSupport Instruments as promptly as reasonably practicable. To the Sellers’ Knowledge, there is no fact or circumstance that would reasonably be expected to give rise to an obligation by any Person who will provide a Credit Support Instrument to perform with respect to such Credit Support Instrument or that would require Quanta or an Affiliate to indemnify such person with respect to any such Credit Support Instrument, other than joint and several obligations for expenses and obligations in the ordinary course of business pursuant to such Credit Support Instruments. Following the Closing, Quanta shall pay to Dycom any premium refund, rebate, credit or similar payment received by Quanta or its Affiliates as a direct result of obtaining the releases of the surety bonds included in the Credit Support Instruments contemplated by this Section 5.15(a). (b) At or prior to the Closing, the Sellers shall use reasonable efforts to secure the unconditional release, as of the Closing Date, of the Acquired Companies and Subsidiaries from the credit support instruments set forth in Section 5.15(b) of the Disclosure Schedule (the “Other Credit Support Instruments”), so that the Sellers (or one or more Affiliates of the Sellers other than the Acquired Companies and Subsidiaries) shall be solely responsible for the obligations of such Other Credit Support Instrument. To the extent the Sellers are unable to obtain such release for any such Other Credit Support Instrument prior to the Closing, (i) the Sellers shall jointly and severally indemnify and hold harmless Dycom, the Purchaser, the Acquired Companies and their Affiliates for any and all Losses arising from or relating to such Other Credit Support Instrument (it being understood that such obligation shall not impair any rights of the Seller Indemnified Parties to indemnification under Article IX in respect of any such Losses) and (ii) the Sellers shall continue to use reasonable efforts to secure the unconditional release of the Acquired Companies and Subsidiaries from such Other Credit Support Instrument as promptly as reasonably practicable.

Release from Credit Support Instruments. At or prior to the Contribution Closing, the Acquirer Parties (a) Parent shall, and shall cause their respective Affiliates its Subsidiaries to, take or cause to be taken all actions necessary use reasonable best efforts to secure the unconditional release of any Devon Entity the Company and its Subsidiaries (other than SpinCo and the Transferred Subsidiaries) from the credit support instruments set forth in Schedule 5.15 of the Contributor Disclosure Letter (the “Company Credit Support Instruments”), including those identified on Section 7.12 of the SpinCo Disclosure Schedule, at or prior to the Closing Date, including effecting such release by providing guarantees or other credit support, support and the Acquirer Parties shall, and shall cause their respective causing Parent or one of its Affiliates to, to be substituted in all respects for each Devon Entity of the Company or any of its Subsidiaries (other than SpinCo and the Transferred Subsidiaries) that is party to the such Company Credit Support InstrumentInstruments, so that the Crosstex Entities Parent or its applicable Affiliate shall be solely responsible for the obligations of such Company Credit Support InstrumentInstruments; provided, however, that any such release or substitution must be effected pursuant to documentation reasonably satisfactory in form and substance to the Contributor PartiesCompany. In the event the Contributor Parties identify, From and after the Contribution ClosingEffective Time, guarantees Parent shall not, and shall not permit any of its Affiliates to, (i) renew or extend the term of; or (ii) increase its obligations under, or transfer to a third party, any loan, contract or other credit support instruments relating obligation for which the Company or any of its Subsidiaries is or could reasonably be expected to be liable under any Company Credit Support Instrument. To the Business to which an Devon Entity is a party extent that the Company or any of its Subsidiaries has performance obligations under any Company Credit Support Instrument from and after the Effective Time, Parent shall, and shall cause its Affiliates to, (x) if requested by the “Additional Credit Support”)Company, the Contributor Parties shall notify the Acquirer Parties in writing perform such obligations on behalf of the existence Company; and terms (y) otherwise take such action as requested by the Company so as to put the Company or its applicable Subsidiary in the same position as if Parent, or such Affiliate of such Additional Credit SupportParent, and not the Acquirer PartiesCompany or its applicable Affiliate, upon receipt of had performed or was performing such notice, shall promptly cause the release and substitution of such Additional Credit Support in a manner consistent with the foregoingobligations. All costs and expenses incurred by any party in connection with the release or substitution of the such Company Credit Support Instruments and the Additional Credit Support, as the case may be, shall be borne by the Acquirer PartiesParent. From and after the Contribution Closing, the Acquirer Parties Parent shall indemnify the Devon Entities for Company and its Subsidiaries fully in respect of any and all Losses liabilities, claims, losses, damages, costs, expenses, interest, awards, judgments and penalties (including reasonable attorneys’ and consultants’ fees and expenses) incurred by such Person to the extent arising from or relating to the any Company Credit Support Instruments from and after the Additional Credit SupportClosing.

Release from Credit Support Instruments. At or prior to the Contribution Closing, the Acquirer Parties Purchaser shall, and shall cause their respective its Affiliates (collectively, the “Purchaser Group”) to, take or cause to be taken all actions necessary to secure the unconditional release of any Devon each Dow Entity from the credit support instruments set forth in Schedule 5.15 of the Contributor Disclosure Letter 5.09 (the “Credit Support Instruments”), including effecting such release by providing guarantees or other credit support, and the Acquirer Parties Purchaser shall, and shall cause their respective its Affiliates to, be substituted in all respects for each Devon Dow Entity that is party to the Credit Support Instrument, so that the Crosstex Entities applicable member of the Purchaser Group shall be solely responsible for the obligations of such Credit Support Instrument; provided, however, that any such release or substitution must be effected pursuant to documentation reasonably satisfactory in form and substance to the Contributor PartiesSeller. In the event the Contributor Parties identifySeller identifies, after the Contribution Closing, guarantees or other credit support instruments relating to the Business to which an Devon a Dow Entity is a party (the “Additional Credit Support”), the Contributor Parties Seller shall notify the Acquirer Parties Purchaser and the Xxxxxx Holdcos in writing of the existence and terms of such Additional Credit Support, and the Acquirer PartiesPurchaser and the Xxxxxx Holdcos, upon receipt of such notice, shall promptly cause the release and substitution of such Additional Credit Support in a manner consistent with the foregoing. All costs and expenses incurred in connection with the release or substitution of the Credit Support Instruments and the Additional Credit Support, as the case may be, shall be borne by the Acquirer PartiesPurchaser and the Xxxxxx Holdcos. From and after the Contribution Closing, the Acquirer Parties Purchaser and the Xxxxxx Holdcos shall indemnify the Devon Entities Dow for any and all Losses arising from or relating to the Credit Support Instruments and the Additional Credit Support.. EXECUTION COPY

Release from Credit Support Instruments. At or prior to the Contribution Closing, the Acquirer Parties Purchaser shall, and shall cause their respective its Affiliates (collectively, the “Purchaser Group”) to, take or cause to be taken all actions necessary to secure the unconditional release of any Devon each Dow Entity from the credit support instruments set forth in Schedule 5.15 of the Contributor Disclosure Letter 5.09 (the “Credit Support Instruments”), including effecting such release by providing guarantees or other credit support, and the Acquirer Parties Purchaser shall, and shall cause their respective its Affiliates to, be substituted in all respects for each Devon Dow Entity that is party to the Credit Support Instrument, so that the Crosstex Entities applicable member of the Purchaser Group shall be solely responsible for the obligations of such Credit Support Instrument; provided, however, that any such release or substitution must be effected pursuant to documentation reasonably satisfactory in form and substance to the Contributor PartiesSeller. In the event the Contributor Parties identifySeller identifies, after the Contribution Closing, guarantees or other credit support instruments relating to the Business to which an Devon a Dow Entity is a party (the “Additional Credit Support”), the Contributor Parties Seller shall notify the Acquirer Parties Purchaser and the Xxxxxx Holdcos in writing of the existence and terms of such Additional Credit Support, and the Acquirer PartiesPurchaser and the Xxxxxx Holdcos, upon receipt of such notice, shall promptly cause the release and substitution of such Additional Credit Support in a manner consistent with the foregoing. All costs and expenses incurred in connection with the release or substitution of the Credit Support Instruments and the Additional Credit Support, as the case may be, shall be borne by the Acquirer PartiesPurchaser and the Xxxxxx Holdcos. From and after the Contribution Closing, the Acquirer Parties Purchaser and the Xxxxxx Holdcos shall indemnify the Devon Entities Dow for any and all Losses arising from or relating to the Credit Support Instruments and the Additional Credit Support.