Common use of Release from Credit Support Instruments Clause in Contracts

Release from Credit Support Instruments. At or prior to the Contribution Closing, Acquirer shall use reasonable best efforts to, and shall cause its Affiliates to use reasonable best efforts to, secure the unconditional release, as of the Contribution Closing Date, of any NRGY Entity from the credit support instruments set forth in Schedule 5.19 of the Contributor Disclosure Schedule (the “Credit Support Instruments”), including effecting such release by providing guarantees or other credit support, and Acquirer shall use reasonable best efforts to, and shall cause its Affiliates to use reasonable best efforts to, be substituted in all respects for each NRGY Entity that is party to the Credit Support Instrument, so that the 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 administrative fees), (b) to change the terms of any Contract to which such credit support applies in any manner that is adverse to Acquirer or any of its Affiliates or (c) to any restriction in the operations of their respective businesses. All costs and expenses incurred in connection with the release or substitution of the Credit Support Instruments shall be borne by Acquirer. To the extent Acquirer is unable to obtain release for any Credit Support Instrument prior to the Contribution Closing, Acquirer shall indemnify the NRGY Entities for any and all Losses arising from or relating to the Credit Support Instruments, other than Losses arising from Retained Propane Business Liabilities and the Other Retained Liabilities. In the event that any Credit Support 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 shall use reasonable best efforts toParties shall, and shall cause its their respective Affiliates to use reasonable best efforts to, take or cause to be taken all actions necessary to secure the unconditional release, as of the Contribution Closing Date, release of any NRGY Devon Entity from the credit support instruments set forth in Schedule 5.19 5.15 of the Contributor Disclosure Schedule Letter (the “Credit Support Instruments”), including effecting such release by providing guarantees or other credit support, and the Acquirer shall use reasonable best efforts toParties shall, and shall cause its their respective Affiliates to use reasonable best efforts to, be substituted in all respects for each NRGY Devon Entity that is party to the Credit Support Instrument, so that the Suburban Crosstex 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 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 (other than ordinary processing or administrative feesthe “Additional Credit Support”), (b) to change the Contributor Parties shall notify the Acquirer Parties in writing of the existence and terms of any Contract to which such credit support applies 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 any a manner that is adverse to Acquirer or any of its Affiliates or (c) to any restriction in consistent with the operations of their respective businessesforegoing. 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 Acquirerthe Acquirer Parties. To the extent Acquirer is unable to obtain release for any Credit Support Instrument prior to From and after the Contribution Closing, the Acquirer Parties shall indemnify the NRGY Devon Entities for any and all Losses arising from or relating to the Credit Support Instruments, other than Losses arising from Retained Propane Business Liabilities Instruments and the Other Retained Liabilities. In the event that any Additional Credit Support 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 LiabilitiesSupport.

Release from Credit Support Instruments. At or prior to the Contribution Closing, Acquirer shall use reasonable best efforts to(a) Parent shall, and shall cause its Affiliates (collectively, the “Parent Group”) to use reasonable best efforts to, to secure the unconditional release, as release of the Contribution Closing Date, of any NRGY each Retained Dow Entity from the credit support instruments set forth Dow Credit Support Instruments identified in Schedule 5.19 Section 7.07 of the Contributor TDCC Disclosure Schedule (Letter at or prior to the “Credit Support Instruments”)Closing Date, including effecting such release by providing guarantees or other credit support, support and Acquirer shall use reasonable best efforts to, and shall cause its Affiliates causing a member of the Parent Group to use reasonable best efforts to, be substituted in all respects for each NRGY Retained Dow Entity that is party to the such Dow Credit Support InstrumentInstruments, so that the Suburban Entities applicable member of the Parent Group shall be solely responsible for the obligations of such Dow Credit Support Instrument, only with respect to the Acquired Assets and the Propane Business, from and after the Contribution Closing DateInstruments; 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 or substitution must be effected pursuant to documentation reasonably satisfactory in form and substance to TDCC. From and after the Effective Time, 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 than ordinary processing obligation for which a Retained Dow Entity is or administrative fees)could reasonably be expected to be liable under any Dow Credit Support Instrument. To the extent that a 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, (bx) if requested by TDCC, perform such obligations on behalf of Dow; and (y) otherwise take such action as requested by TDCC so as to change put TDCC or the terms of any Contract to which such credit support applies in any manner that is adverse to Acquirer or any of its Affiliates or (c) to any restriction applicable Retained Dow Entity in the operations same position as if Parent, or such member of their respective businessesthe 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 the such Dow Credit Support Instruments shall be borne by Acquirer. To the extent Acquirer is unable to obtain release for any Credit Support Instrument prior to the Contribution Closing, Acquirer shall indemnify the NRGY Entities for any and all Losses arising from or relating to the Credit Support Instruments, other than Losses arising from Retained Propane Business Liabilities and the Other Retained Liabilities. In the event that any Credit Support 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 LiabilitiesParent.

Release from Credit Support Instruments. (a) At or prior to the Contribution Closing, Acquirer the Purchaser and Parent shall use reasonable best efforts to, (and the Seller shall cause its Affiliates to cooperate and use reasonable best efforts to, to assist Parent and the Purchaser) to (i) secure the unconditional release, as of the Contribution Closing Date, of any NRGY Entity 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 5.19 Section 5.10(a) of the Contributor Disclosure 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, and Acquirer shall use reasonable best efforts to, and shall cause its Affiliates to use reasonable best efforts to, be substituted in all respects for each NRGY Entity that is party to the Credit Support Instrument, ) so that Parent and the Suburban Entities Purchaser (or an Affiliate of the Purchaser) or a surety or letter of credit issuer for the benefit of Parent and the Purchaser shall be solely responsible for the obligations of such Credit Support Instrument, only with Instruments in respect to of the Acquired Assets Company and the Propane Business, from and after the Contribution Closing DateSubsidiaries; provided, however, that in no event shall reasonable best efforts require Acquirer the Purchaser or its Affiliates to (A) agree (a) to make any payment to obtain such release (other than ordinary processing or 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 Acquirer the Purchaser or any of its Affiliates or (cincluding the Company and the Subsidiaries), (B) agree to any material restriction in the operations of their respective businesses. All costs businesses (including the Business) except for covenants and expenses 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 the terms of the replacement parent guarantees, replacement surety bonds or replacement letters of credit obtained on behalf of Parent and its Affiliates or other credit support required in connection with surety bonds or letters of credit of Parent and its Affiliates, including the Company and the Subsidiaries at and after the Closing), other than immaterial and de minimis payments or expenditures and ordinary processing and administrative fees and 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 shall be borne by Acquirer. To and the extent Acquirer is unable removal of the Company and Subsidiaries as parties to obtain release for any the Retained Credit Support Instrument Instruments in accordance with clause (i) above prior to the Contribution ClosingClosing and the Closing occurs, Acquirer (x) Parent and the Purchaser shall jointly and severally indemnify and hold harmless the NRGY Entities for 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 the Credit Support Instruments, other than Losses arising from Retained Propane Business Liabilities and the Other Retained Liabilities. In the event that any Credit Support 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 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 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 Liabilitiesreasonably practicable.

Release from Credit Support Instruments. At or prior to the Contribution Closing, Acquirer shall use reasonable best efforts to, and shall cause its Affiliates to use reasonable best efforts to, secure the unconditional release, as of the Contribution Closing Date, of any NRGY ETP Entity from the credit support instruments set forth in Schedule 5.19 5.21 of the Contributor Disclosure Schedule (the “Credit Support Instruments”), including effecting such release by providing guarantees or other credit support, and Acquirer shall use reasonable best efforts to, and shall cause its Affiliates to use reasonable best efforts to, be substituted in all respects for each NRGY ETP Entity that is party to the Credit Support Instrument, so that the Suburban AmeriGas 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 administrative fees), (b) to change the terms of any Contract to which such credit support applies in any manner that is adverse to Acquirer or any of its Affiliates or (c) to any restriction in the operations of their respective businesses. All costs and expenses incurred in connection with the release or substitution of the Credit Support Instruments shall be borne by the Acquirer. To the extent Acquirer is unable to obtain release for any Credit Support Instrument prior to the Contribution Closing, Acquirer shall indemnify the NRGY ETP Entities for any and all Losses arising from or relating to the Credit Support Instruments, other than Losses arising from Retained Propane Business Liabilities and the Other Retained Liabilities. In the event that any Credit Support Instrument has not been terminated and the applicable NRGY ETP Entity has not been released as of the Contribution Closing Date, such NRGY ETP 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, Acquirer shall use reasonable best efforts to(a) Parent shall, and shall cause its Affiliates to Subsidiaries to, use reasonable best efforts to, to secure the unconditional release, as release of the Contribution Closing Date, of any NRGY Entity Company and its Subsidiaries (other than SpinCo and the Transferred Subsidiaries) from the credit support instruments set forth in Schedule 5.19 of the Contributor Disclosure Schedule (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 Acquirer shall use reasonable best efforts to, and shall cause causing Parent or one of its Affiliates to use reasonable best efforts to, be substituted in all respects for each NRGY 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 Suburban Entities Parent or its applicable Affiliate shall be solely responsible for the obligations of such Company Credit Support Instrument, only with respect to the Acquired Assets and the Propane Business, from and after the Contribution Closing DateInstruments; provided, however, that any such release or substitution must be effected pursuant to documentation reasonably satisfactory in no event form and substance to the Company. From and after the Effective Time, Parent shall reasonable best efforts require Acquirer or not, and shall not permit any of its Affiliates to agree (a) to make any payment to obtain such release (other than ordinary processing or administrative fees)to, (bi) renew or extend the term of; or (ii) increase its obligations under, or transfer to change a third party, any loan, contract or other obligation for which the terms of any Contract to which such credit support applies in any manner that is adverse to Acquirer Company or any of its Subsidiaries is or could reasonably be expected to be liable under any Company Credit Support Instrument. To the 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 Company, perform such obligations on behalf of the Company; and (y) otherwise take such action as requested by the Company so as to put the Company or (c) to any restriction its applicable Subsidiary in the operations same position as if Parent, or such Affiliate of their respective businessesParent, and not the Company or its applicable Affiliate, had performed or was performing such obligations. All costs and expenses incurred by any party in connection with the release or substitution of the such Company Credit Support Instruments shall be borne by AcquirerParent. To From and after the extent Acquirer is unable to obtain release for any Credit Support Instrument prior to the Contribution Closing, Acquirer Parent shall indemnify the NRGY 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, other than Losses arising Instruments from Retained Propane Business Liabilities and after the Other Retained Liabilities. In the event that any Credit Support 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 LiabilitiesClosing.

Release from Credit Support Instruments. (a) At or prior to the Contribution Closing, Acquirer the Purchaser and Dycom shall use reasonable best efforts to, and shall cause its Affiliates to use reasonable best efforts to, secure the unconditional release, as of the Contribution Closing Date, of any NRGY Entity the Sellers and their respective Affiliates from the credit support instruments set forth in Schedule 5.19 Section 5.15(a) of the Contributor Disclosure Schedule (the “Credit Support Instruments”), including effecting such release by providing guarantees or other credit support, and Acquirer the Purchaser and Dycom shall use reasonable best efforts to, and shall cause its Affiliates to use reasonable best efforts to, be substituted in all respects for each NRGY Entity Seller and each Affiliate of any Seller that is party to the Credit Support Instrument, so that Dycom and the Suburban 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, 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 the Purchaser or its Affiliates to agree (a) to make any payment (other than in respect of replacement surety bonds obtained on behalf of Dycom and its Affiliates or other credit support 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 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 Acquirer the Purchaser or any of its Affiliates (including the Acquired Companies) or (c) to any material restriction in the operations of their respective businesses. All costs businesses (including the Business) except for covenants and expenses incurred restrictions that are customary in connection with the release or substitution of the such Credit Support Instruments shall be borne or such other credit support documentation contemplated by Acquirerthis Section 5.15. To the extent Acquirer the Purchaser is unable to obtain such release for any Credit Support Instrument prior to the Contribution Closing, Acquirer (i) Dycom and the Purchaser shall jointly and severally indemnify and hold harmless the NRGY Entities Sellers and their respective Affiliates for any and all Losses arising from or relating to the Credit Support InstrumentsInstruments (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 Purchaser and Dycom shall continue to use reasonable efforts to secure the unconditional release of the Sellers and their respective Affiliates from the Credit Support Instruments as promptly as reasonably practicable. To the Sellers’ Knowledge, other than Losses arising from Retained Propane Business Liabilities and the Other Retained Liabilities. In the event 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 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 perform with respect to such Credit Support Instrument as promptly as possible under the terms of or that would require Quanta or an Affiliate to indemnify such person with respect to any such Credit Support Instrument; provided, however, that other than joint and several obligations for expenses and obligations in the termination ordinary course of business pursuant to such Credit Support Instrument does not 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 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 Instruments contemplated by 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 Liabilities5.15(a).

Release from Credit Support Instruments. At or prior to the Contribution Closing, Acquirer shall use reasonable best efforts tothe Purchaser shall, and shall cause its Affiliates to use reasonable best efforts (collectively, the “Purchaser Group”) to, take or cause to be taken all actions necessary to secure the unconditional release, as release of the Contribution Closing Date, of any NRGY each Dow Entity from the credit support instruments set forth in Schedule 5.19 of the Contributor Disclosure Schedule 5.09 (the “Credit Support Instruments”), including effecting such release by providing guarantees or other credit support, and Acquirer shall use reasonable best efforts tothe Purchaser shall, and shall cause its Affiliates to use reasonable best efforts to, be substituted in all respects for each NRGY Dow Entity that is party to the Credit Support Instrument, so that the Suburban Entities applicable member of the Purchaser Group 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 or substitution must be effected pursuant to documentation reasonably satisfactory in form and substance to the Seller. In the event the Seller identifies, after the Closing, guarantees or other credit support instruments relating to the Business to which a Dow Entity is a party (other than ordinary processing or administrative feesthe “Additional Credit Support”), (b) to change the Seller shall notify the Purchaser and the Xxxxxx Holdcos in writing of the existence and terms of any Contract to which such credit support applies Additional Credit Support, and the Purchaser and the Xxxxxx Holdcos, upon receipt of such notice, shall promptly cause the release and substitution of such Additional Credit Support in any a manner that is adverse to Acquirer or any of its Affiliates or (c) to any restriction in consistent with the operations of their respective businessesforegoing. 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 Acquirerthe Purchaser and the Xxxxxx Holdcos. To From and after the extent Acquirer is unable to obtain release for any Credit Support Instrument prior to the Contribution Closing, Acquirer the Purchaser and the Xxxxxx Holdcos shall indemnify the NRGY Entities Dow for any and all Losses arising from or relating to the Credit Support Instruments, other than Losses arising from Retained Propane Business Liabilities Instruments and the Other Retained LiabilitiesAdditional Credit Support. In the event that any Credit Support 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.EXECUTION COPY

Release from Credit Support Instruments. At or prior to the Contribution Closing, Acquirer shall use reasonable best efforts tothe Purchaser shall, and shall cause its Affiliates to use reasonable best efforts (collectively, the “Purchaser Group”) to, take or cause to be taken all actions necessary to secure the unconditional release, as release of the Contribution Closing Date, of any NRGY each Dow Entity from the credit support instruments set forth in Schedule 5.19 of the Contributor Disclosure Schedule 5.09 (the “Credit Support Instruments”), including effecting such release by providing guarantees or other credit support, and Acquirer shall use reasonable best efforts tothe Purchaser shall, and shall cause its Affiliates to use reasonable best efforts to, be substituted in all respects for each NRGY Dow Entity that is party to the Credit Support Instrument, so that the Suburban Entities applicable member of the Purchaser Group 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 or substitution must be effected pursuant to documentation reasonably satisfactory in form and substance to the Seller. In the event the Seller identifies, after the Closing, guarantees or other credit support instruments relating to the Business to which a Dow Entity is a party (other than ordinary processing or administrative feesthe “Additional Credit Support”), (b) to change the Seller shall notify the Purchaser and the Xxxxxx Holdcos in writing of the existence and terms of any Contract to which such credit support applies Additional Credit Support, and the Purchaser and the Xxxxxx Holdcos, upon receipt of such notice, shall promptly cause the release and substitution of such Additional Credit Support in any a manner that is adverse to Acquirer or any of its Affiliates or (c) to any restriction in consistent with the operations of their respective businessesforegoing. 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 Acquirerthe Purchaser and the Xxxxxx Holdcos. To From and after the extent Acquirer is unable to obtain release for any Credit Support Instrument prior to the Contribution Closing, Acquirer the Purchaser and the Xxxxxx Holdcos shall indemnify the NRGY Entities Dow for any and all Losses arising from or relating to the Credit Support Instruments, other than Losses arising from Retained Propane Business Liabilities Instruments and the Other Retained Liabilities. In the event that any Additional Credit Support 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 LiabilitiesSupport.

Release from Credit Support Instruments. At or prior to the Contribution Closing, Acquirer shall use reasonable best efforts to(a)Parent shall, and shall cause its Affiliates to Subsidiaries to, use reasonable best efforts to, to secure the unconditional release, as release of the Contribution Closing Date, of any NRGY Entity Company and its Subsidiaries (other than SpinCo and the Transferred Subsidiaries) from the credit support instruments set forth in Schedule 5.19 of the Contributor Disclosure Schedule (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 Acquirer shall use reasonable best efforts to, and shall cause causing Parent or one of its Affiliates to use reasonable best efforts to, be substituted in all respects for each NRGY 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 Suburban Entities Parent or its applicable Affiliate shall be solely responsible for the obligations of such Company Credit Support Instrument, only with respect to the Acquired Assets and the Propane Business, from and after the Contribution Closing DateInstruments; provided, however, that any such release or substitution must be effected pursuant to documentation reasonably satisfactory in no event form and substance to the Company. From and after the Effective Time, Parent shall reasonable best efforts require Acquirer or not, and shall not permit any of its Affiliates to agree (a) to make any payment to obtain such release (other than ordinary processing or administrative fees)to, (bi) renew or extend the term of; or (ii) increase its obligations under, or transfer to change a third party, any loan, contract or other obligation for which the terms of any Contract to which such credit support applies in any manner that is adverse to Acquirer Company or any of its Subsidiaries is or could reasonably be expected to be liable under any Company Credit Support Instrument. To the 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 Company, perform such obligations on behalf of the Company; and (y) otherwise take such action as requested by the Company so as to put the Company or (c) to any restriction its applicable Subsidiary in the operations same position as if Parent, or such Affiliate of their respective businessesParent, and not the Company or its applicable Affiliate, had performed or was performing such obligations. All costs and expenses incurred by any party in connection with the release or substitution of the such Company Credit Support Instruments shall be borne by AcquirerParent. To From and after the extent Acquirer is unable to obtain release for any Credit Support Instrument prior to the Contribution Closing, Acquirer Parent shall indemnify the NRGY 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, other than Losses arising Instruments from Retained Propane Business Liabilities and after the Other Retained Liabilities. In the event that any Credit Support 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 LiabilitiesClosing.