Common use of Release of Guaranties Clause in Contracts

Release of Guaranties. (a) Buyer shall use reasonable best efforts to cause Seller and its Affiliates (and Seller and its Affiliates shall use reasonable best efforts to cooperate fully with Buyer, including by providing any information, officer certificates, opinions, other customary release documentation or similar documentation reasonably necessary to put in place the arrangements pursuant to this Section 9.9(a)) to be fully and irrevocably released, as of the Closing Date or as promptly as practicable after the Closing Date, in respect of all obligations under any guaranties, letters of credit, letters of comfort, bid bonds or performance or surety bonds or cash or other collateral obtained or given by Seller or any of its Affiliates relating to the Acquired Companies or the Business (each a “Seller Guarantee” or collectively, the “Seller Guarantees”); provided, that any costs associated with obtaining such releases or consents of such counterparties thereto or otherwise replacing such Seller Guarantees shall be borne solely by Seller and its applicable Affiliate. If Buyer is unable to effect such a substitution and release with respect to any Seller Guarantee as of the Closing Date, Buyer shall indemnify Seller against any and all Losses and reasonable expenses arising from such Seller Guarantee. Without limiting the foregoing, after the Closing Date, Buyer will not, and will not permit any of its Affiliates, successors or assigns to, renew, extend, amend or supplement any Contract or otherwise extend the term of or increase any obligation that is covered by or the subject of a Seller Guarantee. Any cash or other collateral posted by Seller or its Affiliates (including the Acquired Companies) in respect of any Seller Guarantee shall be delivered to Seller promptly following such release. (b) Seller shall use reasonable best efforts to cause the Acquired Companies and Buyer (and Buyer and its Affiliates (including the Acquired Companies following the Closing) shall use reasonable best efforts to cooperate fully with Seller, including by providing any information, officer certificates, opinions, other customary release documentation or similar documentation reasonably necessary to put in place the arrangements pursuant to this Section 9.9(b)) to be fully and irrevocably released, as of the Closing Date or as promptly as practicable after the Closing Date, in respect of all obligations under any guaranties, letters of credit, letters of comfort, bid bonds or performance or surety bonds or cash or other collateral, obtained or given by the Acquired Companies or covering any Transferred Assets, that relate to the Seller Group, the Retained Business or any other businesses of the Seller Group (each a “Business Guarantee” or collectively, the “Business Guarantees”); provided, that any costs associated with obtaining such releases or consents of such counterparties thereto or otherwise replacing such Business Guarantees shall be borne solely by Seller or its applicable Affiliate. If Seller is unable to effect such a substitution and release with respect to any Business Guarantee as of the Closing Date, Seller shall indemnify Buyer against any and all Losses and reasonable expenses arising from such Business Guarantee. Without limiting the foregoing, after the Closing Date, Seller will not, and will not permit any of its Affiliates, successors or assigns to, renew, extend, amend or supplement any Contract or otherwise extend the term of or increase any obligation that is covered by or the subject of a Business Guarantee. Any cash or other collateral posted by Buyer or its Affiliates (including the Acquired Companies following the Closing) in respect of any Business Guarantee shall be delivered to Buyer promptly following such release.

Release of Guaranties. (a) Buyer Notwithstanding anything to the contrary contained in this Agreement, each Lender Party that is a party hereto hereby agrees that: (i) upon termination of the Aggregate Commitments and payment in full of all Obligations (other than (A) contingent indemnification obligations as to which no claim has been asserted and (B) obligations and liabilities under Lender Cash Management Agreements and Lender Hedge Agreements either (x) as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall use reasonable best efforts have been made or (y) notice has not been received by the Administrative Agent from the applicable Cash Management Bank or Hedge Bank, as the case may be, that amounts are due and payable under such Lender Cash Management Agreement or Lender Hedge Agreement, as the case may be) and the expiration or termination of all Letters of Credit (other than Extended Letters of Credit and any other Letter of Credit the Outstanding Amount of which has been Cash Collateralized or back-stopped by a letter of credit or other credit support in form and substance reasonably satisfactory to cause Seller the Administrative Agent and the applicable L/C Issuer), each Guarantor shall be released from its Affiliates obligations under the applicable Guaranty; and (and Seller and ii) any Guarantor shall be released from its Affiliates shall use reasonable best efforts to cooperate fully with Buyer, including by providing any information, officer certificates, opinions, other customary release documentation or similar documentation reasonably necessary to put in place obligations under the arrangements pursuant to this Section 9.9(a)) applicable Guaranty if such Person ceases to be fully and irrevocably released, a Borrower as of the Closing Date or as promptly as practicable after the Closing Date, in respect of all obligations under any guaranties, letters of credit, letters of comfort, bid bonds or performance or surety bonds or cash or other collateral obtained or given by Seller or any of its Affiliates relating to the Acquired Companies or the Business (each a “Seller Guarantee” or collectively, the “Seller Guarantees”); provided, that any costs associated with obtaining such releases or consents of such counterparties thereto or otherwise replacing such Seller Guarantees shall be borne solely by Seller and its applicable Affiliate. If Buyer is unable to effect such a substitution and release with respect to any Seller Guarantee as of the Closing Date, Buyer shall indemnify Seller against any and all Losses and reasonable expenses arising from such Seller Guarantee. Without limiting the foregoing, after the Closing Date, Buyer will not, and will not permit any of its Affiliates, successors or assigns to, renew, extend, amend or supplement any Contract or otherwise extend the term of or increase any obligation that is covered by or the subject result of a Seller Guarantee. Any cash transaction or other collateral posted by Seller or its Affiliates (including the Acquired Companies) in respect of any Seller Guarantee shall be delivered to Seller promptly following such releasedesignation permitted hereunder. (b) Seller shall use reasonable best efforts In connection with the foregoing, and subject to cause the Acquired Companies and Buyer (and Buyer and its Affiliates Section 9.11 (including the Acquired Companies following right of the ClosingAdministrative Agent to obtain confirmation thereof from the Required Lenders), the Administrative Agent shall, at the Company’s sole expense and at the Company’s request, (x) shall use reasonable best efforts promptly execute and file in the appropriate location and deliver to cooperate fully with Sellerthe Company such termination and full or partial release statements or confirmations thereof, including by providing any informationas applicable, officer certificates, opinions, and (y) do such other customary release documentation or similar documentation things as are reasonably necessary to put in place release the arrangements pursuant to this Section 9.9(b)) Guarantees to be fully and irrevocably released, as of released pursuant hereto promptly upon the Closing Date or as promptly as practicable after the Closing Date, in respect of all obligations under any guaranties, letters of credit, letters of comfort, bid bonds or performance or surety bonds or cash or other collateral, obtained or given by the Acquired Companies or covering any Transferred Assets, that relate to the Seller Group, the Retained Business or any other businesses of the Seller Group (each a “Business Guarantee” or collectively, the “Business Guarantees”); provided, that any costs associated with obtaining such releases or consents of such counterparties thereto or otherwise replacing such Business Guarantees shall be borne solely by Seller or its applicable Affiliate. If Seller is unable to effect such a substitution and release with respect to any Business Guarantee as of the Closing Date, Seller shall indemnify Buyer against any and all Losses and reasonable expenses arising from such Business Guarantee. Without limiting the foregoing, after the Closing Date, Seller will not, and will not permit any of its Affiliates, successors or assigns to, renew, extend, amend or supplement any Contract or otherwise extend the term of or increase any obligation that is covered by or the subject of a Business Guarantee. Any cash or other collateral posted by Buyer or its Affiliates (including the Acquired Companies following the Closing) in respect effectiveness of any Business Guarantee shall be delivered to Buyer promptly following such release.

Release of Guaranties. Purchaser shall obtain a release executed by the Lender (aas to one or both of the "Guaranties" (defined below), the "RELEASE OF GUARANTIES") Buyer shall use reasonable best efforts of each of Seller's obligations to cause Seller and its Affiliates each Lender under (and Seller and its Affiliates shall use reasonable best efforts to cooperate fully with Buyer, including by providing any information, officer certificates, opinions, other customary release documentation or similar documentation reasonably necessary to put in place i) the arrangements pursuant to this Section 9.9(a)Guaranty (Earthquake Deductible) to be fully and irrevocably released, dated as of April 30, 1998 executed by Xxxxxxx Properties, Bunker Hill and MAC-WFT, Inc. in favor of Xxxxx Fargo Bank ("EARTHQUAKE DEDUCTIBLE GUARANTY"), and (ii) the Closing Date or Guaranty dated as promptly of April 30, 1998 executed by Xxxxxxx Properties in favor of Xxxxx Fargo Bank ("XXXXXXX PROPERTIES GUARANTY") (the Earthquake Guaranty and Xxxxxxx Properties Guaranty collectively referred to herein as practicable after the Closing Date, "GUARANTIES") in respect of all obligations under any guaranties, letters of credit, letters of comfort, bid bonds or performance or surety bonds or cash or other collateral obtained or given by Seller or any of its Affiliates relating form acceptable to the Acquired Companies or the Business (each a “Seller Guarantee” or collectively, the “Seller Guarantees”); provided, that any costs associated with obtaining such releases or consents of such counterparties thereto or otherwise replacing such Seller Guarantees shall be borne solely by Seller and its applicable AffiliateSeller. If Buyer the Release of Guaranties is unable to effect such a substitution and release with respect to any Seller Guarantee as of the Closing Date, Buyer shall indemnify Seller against any and all Losses and reasonable expenses arising from such Seller Guarantee. Without limiting the foregoing, after the Closing Date, Buyer will not, and will not permit any of its Affiliates, successors delivered on or assigns to, renew, extend, amend or supplement any Contract or otherwise extend the term of or increase any obligation that is covered by or the subject of a Seller Guarantee. Any cash or other collateral posted by Seller or its Affiliates (including the Acquired Companies) in respect of any Seller Guarantee shall be delivered to Seller promptly following such release. (b) Seller shall use reasonable best efforts to cause the Acquired Companies and Buyer (and Buyer and its Affiliates (including the Acquired Companies following the Closing) shall use reasonable best efforts to cooperate fully with Seller, including by providing any information, officer certificates, opinions, other customary release documentation or similar documentation reasonably necessary to put in place the arrangements pursuant to this Section 9.9(b)) to be fully and irrevocably released, as of the Closing Date or as promptly as practicable after the Closing Date, in respect of all obligations under any guaranties, letters of credit, letters of comfort, bid bonds or performance or surety bonds or cash or other collateral, obtained or given by the Acquired Companies or covering any Transferred Assets, that relate to the Seller Group, the Retained Business or any other businesses of the Seller Group (each a “Business Guarantee” or collectively, the “Business Guarantees”); provided, that any costs associated with obtaining such releases or consents of such counterparties thereto or otherwise replacing such Business Guarantees shall be borne solely by Seller or its applicable Affiliate. If Seller is unable to effect such a substitution and release with respect to any Business Guarantee as of before the Closing Date, Seller shall indemnify Buyer against any have the right to terminate this Agreement by giving written notice of termination to Purchaser on the Closing Date in which case Purchaser shall receive a refund of the Deposit and all Losses and reasonable expenses arising from interest earned thereon. Seller will, to the extent reasonably practicable, assist Purchaser in seeking to obtain the Release of Guaranties so long as Seller is not required to make any payments to the Lender or incur any material costs or additional liability in connection with obtaining such Business GuaranteeRelease of Guaranties. Without limiting Seller agrees that if the foregoing, after outstanding financing as to which the Guaranties were made is fully defeased on or before the Closing Date, and Indemnitor shall indemnify Seller will notfor all loss, claims and liabilities under the Guaranties pursuant to an indemnification agreement in form and substance satisfactory to Seller (which shall include a provision prohibiting Indemnitor from transferring any of the membership interests of Property LLC, and will not permit any from Property LLC from transferring the Property, for a period of its Affiliates, successors or assigns to, renew, extend, amend or supplement any Contract or otherwise extend the term of or increase any obligation that is covered by or the subject of a Business Guarantee. Any cash or other collateral posted by Buyer or its Affiliates twelve (including the Acquired Companies 12) months following the Closing) in respect then the Release of any Business Guarantee Guaranties shall be delivered deemed to Buyer promptly following such releasebe obtained in satisfaction of this Section 5.01.01.

Release of Guaranties. Prior to the Closing Date, Seller and Buyer shall cooperate and shall use their respective reasonable best efforts to, effective as of the Closing Date, terminate or cause to be terminated, in each case without obligation or liability on the part of Seller or any of its Affiliates (other than the Sold Companies) (collectively, the "Seller Guarantors"), or cause Buyer or one of its Affiliates to be substituted for such Seller Guarantor, in respect of all liabilities and obligations of the Seller Guarantors under guarantees of or relating primarily to obligations or liabilities (including under any Contract or letter of credit or relating to any Leased Real Property) of the Business and the Sold Companies, including those listed on Schedule 5.13 (the "Guaranties"). In the event the foregoing actions are not completed by the Closing Date, then Buyer shall indemnify and hold harmless the Seller Guarantors from and against all Losses incurred by any such Person as a result of such failure and from and against any continuing obligations and liabilities under any such Guaranties, except for Losses arising from any acts or omissions of a Seller Guarantor. Moreover, Seller and Buyer shall continue to cooperate and use their respective reasonable best efforts to terminate as provided above, or cause Buyer or one of its Affiliates to be substituted in all respects for the Seller Guarantors in respect of, all obligations of the Seller Guarantors under any such Guaranties, and Buyer shall (a) indemnify and hold harmless the Seller Guarantors for any amounts which become payable under such Guaranties after Closing and (b) not and shall not permit the Business, the Sold Companies or their Affiliates to (i) renew or extend the term of or (ii) increase its obligations under, or transfer to another third party, any loan, lease, Contract or other obligation for which any Seller Guarantor is liable under such Guaranty unless the Buyer, the Sold Companies or their respective Affiliates are substituted in all respects for the Seller Guarantors, and the Seller Guarantors are released in respect of all obligations of the Seller Guarantors, under such Guaranties. To the extent that any Seller Guarantor has performance obligations under any such Guaranty, Buyer shall use reasonable best efforts to (x) perform, or cause Seller and its Affiliates to perform, such obligations on behalf of such Seller Guarantor or (and y) otherwise take such action as reasonably requested by Seller and its Affiliates shall use reasonable best efforts to cooperate fully with Buyer, including by providing any information, officer certificates, opinions, other customary release documentation or similar documentation reasonably necessary so as to put in place the arrangements pursuant to this Section 9.9(a)) to be fully and irrevocably released, as of the Closing Date or as promptly as practicable after the Closing Date, in respect of all obligations under any guaranties, letters of credit, letters of comfort, bid bonds or performance or surety bonds or cash or other collateral obtained or given by Seller or any of its Affiliates relating to the Acquired Companies or the Business (each a “Seller Guarantee” or collectively, the “Seller Guarantees”); provided, that any costs associated with obtaining such releases or consents of such counterparties thereto or otherwise replacing such Seller Guarantees shall be borne solely by Seller and its applicable Affiliate. If Guarantor in the same position as if Buyer is unable to effect such a substitution and release with respect to any Seller Guarantee as of the Closing Date, Buyer shall indemnify Seller against any and all Losses and reasonable expenses arising from such Seller Guarantee. Without limiting the foregoing, after the Closing Date, Buyer will not, and will not permit any or one of its Affiliates, successors and not such Seller Guarantor, had performed or assigns towere performing such obligations, renewin each case after Closing. To fulfill the obligations of Buyer under this Section 5.13, extend, amend or supplement Buyer shall not be obligated to pay any Contract or otherwise extend the term of or increase any obligation that is covered by or the subject of a Seller Guarantee. Any cash or other collateral posted by Seller or its Affiliates (including the Acquired Companies) in respect of any Seller Guarantee shall be delivered to Seller promptly following such release. (b) Seller shall use reasonable best efforts to cause the Acquired Companies and Buyer (and Buyer and its Affiliates (including the Acquired Companies following the Closing) shall use reasonable best efforts to cooperate fully with Seller, including by providing any information, officer certificates, opinions, other customary release documentation consent fee or similar documentation reasonably necessary to put in place the arrangements pursuant to this Section 9.9(b)) to be fully and irrevocably released, as of the Closing Date or as promptly as practicable after the Closing Date, in respect of all obligations under any guaranties, letters of credit, letters of comfort, bid bonds or performance or surety bonds or cash or other collateral, obtained or given by the Acquired Companies or covering any Transferred Assets, that relate to the Seller Group, the Retained Business or any other businesses of the Seller Group (each a “Business Guarantee” or collectively, the “Business Guarantees”); provided, that any costs associated with obtaining such releases or consents of such counterparties thereto or otherwise replacing such Business Guarantees shall be borne solely by Seller or its applicable Affiliate. If Seller is unable to effect such a substitution and release with respect to any Business Guarantee as of the Closing Date, Seller shall indemnify Buyer against any and all Losses and reasonable expenses arising from such Business Guarantee. Without limiting the foregoing, after the Closing Date, Seller will not, and will not permit any of its Affiliates, successors or assigns to, renew, extend, amend or supplement any Contract or otherwise extend the term of or increase any obligation that is covered by or the subject of a Business Guarantee. Any cash or other collateral posted by Buyer or its Affiliates (including the Acquired Companies following the Closing) in respect of any Business Guarantee shall be delivered to Buyer promptly following such releasepayment.

Release of Guaranties. (a) Buyer shall use all commercially reasonable best efforts to cause Seller Parent and its Affiliates (and Seller and its Affiliates shall use reasonable best efforts to cooperate fully with Buyer, including by providing any information, officer certificates, opinions, other customary release documentation or similar documentation reasonably necessary to put in place the arrangements pursuant to this Section 9.9(a)Selling Parties) to be fully and irrevocably released, as of the Closing Date or as promptly as practicable after the Closing Date, in respect of all obligations (i) under any guaranties, letters of credit, letters of comfort, bid bonds or performance or surety bonds or cash or other collateral obtained or given by Seller Parent or its Affiliates (including the Selling Parties) relating to the Business Subsidiaries, the Business or any Purchased Asset and (ii) in respect of any Assumed Liabilities (including as a result of Seller Parent or any of its Affiliates relating to the Acquired Companies remaining directly or the Business indirectly liable for, or otherwise having credit exposure with respect to, any Assumed Liabilities) (each a “Seller Guarantee” or collectively, the “Seller GuaranteesParent Guaranties”); provided, provided that the foregoing shall not require Buyer or any costs associated with obtaining of its Affiliates to make any payment to such releases or consents of such counterparties thereto or otherwise replacing such Seller Guarantees shall be borne solely by Seller and its applicable Affiliateguarantor. If Buyer is unable to effect such a substitution and release with respect to any Seller Guarantee as of the Closing DateParent Guarantee, Buyer shall indemnify Seller Parent and each Selling Party against any and all Losses and reasonable expenses Loss or Expense arising from such Seller Parent Guarantee; provided that the foregoing obligation of Buyer to indemnify Seller Parent and the Selling Parties shall expressly exclude any Losses and Expenses for which Seller Parent is required to indemnify the Buyer Indemnified Parties pursuant to Section 11.1(a). Without limiting the foregoing, after the Closing Date, Buyer will not, and will not permit any of its Affiliates, successors or assigns to, (A) renew, extend, amend or supplement any Contract or otherwise extend the term of or increase any obligation that is covered by or the subject of a Seller GuaranteeParent Guarantee (provided that the restrictions in this sentence shall not prohibit (1) renewals that occur automatically under any Contract and (2) ordinary course amendments or modifications to parts of any Contract which are permitted under the existing terms thereof (e.g., updating statements of work, amending pricing or product delivery schedules, adding more products/services, etc.)), (B) transfer to a Third Party any such Contract or other obligation or (C) obtain a release from all obligations under such Contract or other obligation contemplated by clause (A) or (B), without providing Seller Parent with evidence reasonably satisfactory to it that the Seller Parent Guarantee has been irrevocably and fully irrevocably released. Any cash or other collateral posted by Seller Parent or its Affiliates (including the Acquired CompaniesSelling Parties) in respect of any Seller Parent Guarantee shall be delivered to Seller Parent promptly following such releaserelease to the extent not included in the Final Cash Amount. For so long as any of Seller Parent or any of its Affiliates has not been fully irrevocably released from, remains directly or indirectly liable for, or has any credit exposure with respect to, any of the Seller Parent Guaranties, Buyer shall promptly upon written request of Seller Parent, (x) provide Seller Parent with any update on the status of any outstanding Seller Parent Guaranty and (y) inform Seller Parent of any claims by or disputes with any Third Party in connection with, or that would reasonably be expected to give rise to any liability or obligation of Seller Parent or any of its Affiliates under, any Seller Parent Guarantee and the reasons for such claim or dispute (including by promptly providing Seller Parent with copies of any correspondence or other written materials received by Buyer or any of its Affiliates relating to any such claim or dispute). Within 60 days after the end of each calendar quarter, Buyer shall deliver to Seller Parent a list of all claims and disputes arising during such calendar quarter under any Contract that is guaranteed by, the subject of, or under which Seller Parent or any of its Affiliates may have any liability or credit exposure as a result of, any Seller Parent Guarantee. (b) Following Closing and for so long as actual or potential obligations remain outstanding under the Seller shall use reasonable best efforts to cause the Acquired Companies and Buyer (and Buyer and its Affiliates (including the Acquired Companies following the Closing) shall use reasonable best efforts to cooperate fully with Seller, including by providing any information, officer certificates, opinions, other customary release documentation or similar documentation reasonably necessary to put in place the arrangements pursuant to this Section 9.9(b)) to be fully and irrevocably released, as of the Closing Date or as promptly as practicable after the Closing DateParent Guaranties, in respect of all obligations under any guaranties, letters of credit, letters of comfort, bid bonds or performance or surety bonds or cash or other collateral, obtained or given by the Acquired Companies or covering any Transferred Assets, event that relate to the Seller Group, the Retained Business or any other businesses of the Seller Group initial credit rating (each a “Business Guarantee” or collectively, the “Business GuaranteesCredit Rating”); provided, that any costs associated with obtaining such releases or consents of such counterparties thereto or otherwise replacing such Business Guarantees shall be borne solely by Seller or its applicable Affiliate. If Seller is unable to effect such a substitution and release with respect to any Business Guarantee as of the Closing Date, Seller shall indemnify Buyer against any and all Losses and reasonable expenses arising from such Business Guarantee. Without limiting the foregoing, after the Closing Date, Seller will not, and will not permit any of its Affiliates, successors or assigns to, renew, extend, amend or supplement any Contract or otherwise extend the term of or increase any obligation that is covered by or the subject of a Business Guarantee. Any cash or other collateral posted by Buyer or its Affiliates (including the Acquired Companies following the Closing) in respect of any Business Guarantee of the Facilities or the Senior Notes (as defined in the Debt Commitment Letters) of any nationally recognized credit rating agency is lowered one notch or more (a “Credit Downgrade”), then, from the date of such Credit Downgrade through the date the Credit Rating is restored to its pre-existing level, Buyer shall promptly upon written request of Seller Parent (i) deliver to Seller Parent copies of the all of the most recent financial information required to be delivered to Buyer promptly following the Lenders under the Definitive Debt Financing Agreements (as the same may be amended, supplemented or replaced after Closing, the “Lender Required Information”), and (ii) thereafter deliver, in accordance with the deadlines specified in the Definitive Debt Financing Agreements after the end of each calendar quarter, the Lender Required Information for such releaseperiod.

Release of Guaranties. Sellers and Buyer shall (i) prior to the Closing and, in the event that the actions provided for in this clause (i) are not completed at or prior to the Closing, at and after the Closing, reasonably cooperate and shall use their respective reasonable best efforts to, effective as of the Closing and, in the event that the actions provided for in this clause (i) are not completed at or prior to the Closing, effective promptly following the Closing, terminate or cause to be terminated, or cause Buyer or one of its Affiliates to be substituted in all respects for Sellers and their respective Affiliates or former Affiliates (other than the Group Companies) (collectively, the “Seller Guarantors”) in respect of all obligations of the Seller Guarantors under, any guarantee of or relating to obligations or liabilities (including under any contract, letter of credit or Leased Real Property) of the Business and/or the Group Companies listed on Section 6.9(a) of the Seller Schedules (collectively, the “Pre-Closing Guaranties”), and Table of Contents (ii) at and after the Closing, reasonably cooperate and shall use their respective reasonable best efforts to, effective promptly following the Closing, terminate or cause to be terminated, or cause Buyer or one of its Affiliates to be substituted in all respects for the Seller Guarantors in respect of all obligations of the Seller Guarantors under, any guarantee of or relating to obligations or liabilities (including under any contract, letter of credit or Leased Real Property) of the Business and/or the Group Companies listed on Section 6.9(b) of the Seller Schedules (collectively “Post-Closing Guaranties” and, together with the Pre-Closing Guaranties, collectively, the “Guaranties”). Buyer shall, from and after the Closing, indemnify and hold harmless, on a joint and several basis, the Seller Guarantors from and against all Losses incurred by any such Person from and against any continuing obligations and liabilities under any such Guaranties. Buyer shall (a) keep the Sellers reasonably apprised of the status of any communication or correspondence (written or otherwise) with any third parties related to the Guaranties or Buyer’s obligations under this Section 6.9 and upon request of the Sellers provide any information or documentation related to the Guaranties or Buyer’s efforts pursuant to this Section 6.9 that is reasonably requested (including any draft or final documents in order to implement this Section 6.9), (b) reasonably consult with Sellers and its Representatives in connection with its obligations under this Section 6.9, and (c) provide Sellers and its Representatives with the opportunity to review and comment on any documents or agreements with third parties with respect to the implementation of this Section 6.9 and consider in good faith any comments provided by or on behalf of Sellers with respect thereto. To the extent that any Seller Guarantor has performance obligations under any such Guaranty, Buyer shall use reasonable best efforts to (x) perform, or cause its Affiliates to perform, such obligations on behalf of such Seller Guarantor or (y) otherwise take such action as reasonably requested by Sellers so as to put such Seller Guarantor in the same position as if Buyer or one of its Affiliates, and not such Seller Guarantor, had performed or were performing such obligations. Notwithstanding anything to the contrary contained in this Agreement or any Ancillary Document, in no event shall Sellers or any of their respective Affiliates (including, prior to the Closing, any Holding Company) or Buyer or any of its Affiliates (and Seller and its Affiliates shall use reasonable best efforts to cooperate fully with Buyerincluding, including by providing any information, officer certificates, opinions, other customary release documentation or similar documentation reasonably necessary to put in place the arrangements pursuant to this Section 9.9(a)) to be fully and irrevocably released, as of the Closing Date or as promptly as practicable after the Closing DateClosing, any Group Company or Holding Company) be required to pay any amounts or offer or grant any accommodations to any third party in respect connection with the termination or substitution of all any Seller Guarantor’s obligations under any guarantiesof the Guaranties (and, letters for the avoidance of creditdoubt, letters in no event shall Buyer’s or any Seller’s “reasonable best efforts” be deemed to require or be construed as a requirement of comfort, bid bonds or performance or surety bonds or cash or other collateral obtained or given by any Seller or any of its Affiliates relating (including, prior to the Acquired Companies Closing, any Group Company or the Business Holding Company) or Buyer or any of its Affiliates (each a “Seller Guarantee” or collectively, the “Seller Guarantees”); provided, that any costs associated with obtaining such releases or consents of such counterparties thereto or otherwise replacing such Seller Guarantees shall be borne solely by Seller and its applicable Affiliate. If Buyer is unable to effect such a substitution and release with respect to any Seller Guarantee as of the Closing Date, Buyer shall indemnify Seller against any and all Losses and reasonable expenses arising from such Seller Guarantee. Without limiting the foregoingincluding, after the Closing DateClosing, any Group Company or Holding Company) to make, or cause to be made, any such payment or be required to make any such concession); provided that the Buyer will not, and any Seller shall agree to the modification of any of the Guaranties that solely results in Dory Parent (and will not permit unreasonably withhold, condition or delay agreement to the modification of any of its Affiliates, successors the Guaranties that solely results in a direct or assigns to, renew, extend, amend or supplement any Contract or otherwise extend indirect wholly-owned Affiliate of Dory Parent) being substituted in all respects for the term of or increase any obligation that is covered by or the subject of a Seller Guarantee. Any cash or other collateral posted by Seller or its Affiliates (including the Acquired Companies) in respect of any Seller Guarantee shall be delivered to Seller promptly following such release. (b) Seller shall use reasonable best efforts to cause the Acquired Companies and Buyer (and Buyer and its Affiliates (including the Acquired Companies following the Closing) shall use reasonable best efforts to cooperate fully with Seller, including by providing any information, officer certificates, opinions, other customary release documentation or similar documentation reasonably necessary to put in place the arrangements pursuant to this Section 9.9(b)) to be fully and irrevocably released, as of the Closing Date or as promptly as practicable after the Closing Date, Guarantors in respect of all obligations under any guaranties, letters of credit, letters of comfort, bid bonds or performance or surety bonds or cash or other collateral, obtained or given by the Acquired Companies or covering any Transferred Assets, that relate to the Seller Group, the Retained Business or any other businesses of the Seller Group (each a “Business Guarantee” or collectively, the “Business Guarantees”); provided, that any costs associated with obtaining such releases or consents of such counterparties thereto or otherwise replacing Seller Guarantors under such Business Guarantees shall be borne solely by Seller or its applicable Affiliate. If Seller is unable to effect such a substitution and release with respect to any Business Guarantee as of the Closing Date, Seller shall indemnify Buyer against any and all Losses and reasonable expenses arising from such Business Guarantee. Without limiting the foregoing, after the Closing Date, Seller will not, and will not permit any of its Affiliates, successors or assigns to, renew, extend, amend or supplement any Contract or otherwise extend the term of or increase any obligation that is covered by or the subject of a Business Guarantee. Any cash or other collateral posted by Buyer or its Affiliates (including the Acquired Companies following the Closing) in respect of any Business Guarantee shall be delivered to Buyer promptly following such releaseGuaranties.

Release of Guaranties. Prior to the Closing Date, Parent, Seller and Buyer shall cooperate and shall use their respective reasonable best efforts to, effective as of the Closing Date, terminate or cause to be terminated, in each case without Liability on the part of Seller or any of its Affiliates (aother than the Sold Companies) (collectively, the “Seller Guarantors”), or cause Buyer or one of its Affiliates to be substituted for such Seller Guarantors in respect of all Liabilities of the Seller Guarantors under guarantees of or relating primarily to Liabilities (including under any Contract or letter of credit or relating to any Leased Real Property) of the Business and the Sold Companies to the extent listed on Schedule 5.13 (the “Guaranties”). In the event the foregoing actions are not completed by the Closing Date, then Buyer shall indemnify and hold harmless the Seller Guarantors from and against all Losses incurred by any such Person as a result of such failure and from and against any continuing Liabilities under any such Guaranties, except for losses arising from any acts or omissions of a Seller Guarantor. Seller and Buyer shall continue to cooperate and use their respective reasonable best efforts to terminate as provided above, or cause Buyer or one of its Affiliates to be substituted in all respects for the Seller Guarantors in respect of, all obligations of the Seller Guarantors under any such Guaranties, and Buyer shall (i) indemnify and hold harmless the Seller Guarantors for any Losses arising after the Closing from such Guaranties and (ii) not and shall not permit the Business, the Sold Companies, the Company or their Affiliates to (A) renew or extend the term of or (B) increase its obligations under, or transfer to another third party, any loan, lease, Contract or other obligation for which any Seller Guarantor is liable under such Guaranty unless Buyer, the Sold Companies or their respective Affiliates are substituted in all respects for the Seller Guarantors, and the Seller Guarantors are released in respect of all obligations of the Seller Guarantors, under such Guaranties. To the extent that any Seller Guarantor has performance obligations under any such Guaranty, Buyer shall use reasonable best efforts to (x) perform, or cause Seller and its Affiliates to perform, such obligations on behalf of such Seller Guarantor or (y) otherwise take such action as reasonably requested by Seller so as to put such Seller Guarantor in the same position as if Buyer or one of its Affiliates, and not such Seller and its Affiliates Guarantor, had performed or were performing such obligations. Buyer shall use reasonable best efforts not be obligated to cooperate fully with Buyer, including by providing pay any information, officer certificates, opinions, other customary release documentation consent fee or similar documentation reasonably necessary payment to put in place fulfill the arrangements pursuant to obligations of Buyer under this Section 9.9(a)) 5.13. On or prior to be fully and irrevocably released, as of the Closing Date or as promptly as practicable after the Closing Date, in respect of all obligations under any guarantiesParent and Seller shall, letters of credit, letters of comfort, bid bonds or performance or surety bonds or cash or other collateral obtained or given by Seller or any of its Affiliates relating to the Acquired Companies or the Business (each a “Seller Guarantee” or collectively, the “Seller Guarantees”); provided, that any costs associated with obtaining such releases or consents of such counterparties thereto or otherwise replacing such Seller Guarantees shall be borne solely by Seller and its applicable Affiliate. If Buyer is unable to effect such a substitution and release with respect to any Seller Guarantee effective as of the Closing Date, terminate or cause to be terminated, in each case without Liability on the part of Buyer shall indemnify Seller against any and all Losses and reasonable expenses arising from such Seller Guarantee. Without limiting the foregoing, after the Closing Date, Buyer will not, and will not permit or any of its Affiliates, successors or assigns to, renew, extend, amend or supplement any Contract or otherwise extend the term of or increase any obligation that is covered by or the subject of a Seller Guarantee. Any cash or other collateral posted by Seller or its Affiliates (including the Acquired Sold Companies) in respect of any Seller Guarantee shall be delivered to Seller promptly following such release. (b) Seller shall use reasonable best efforts to cause ), the Acquired Companies and Buyer (and Buyer and its Affiliates (including the Acquired Companies following the Closing) shall use reasonable best efforts to cooperate fully with Seller, including by providing any information, officer certificates, opinions, other customary release documentation or similar documentation reasonably necessary to put in place the arrangements pursuant to this Section 9.9(b)) to be fully and irrevocably released, as Indebtedness of the Closing Date or as promptly as practicable after the Closing Date, in respect of all obligations under any guaranties, letters of credit, letters of comfort, bid bonds or performance or surety bonds or cash or other collateral, obtained or given by the Acquired Sold Companies or covering any Transferred Assets, that relate to the Seller Group, the Retained Business or any other businesses set forth on Section 3.15(a) of the Seller Group (each a “Business Guarantee” or collectively, the “Business Guarantees”); provided, that any costs associated with obtaining such releases or consents of such counterparties thereto or otherwise replacing such Business Guarantees shall be borne solely by Seller or its applicable Affiliate. If Seller is unable to effect such a substitution and release with respect to any Business Guarantee as of the Closing Date, Seller shall indemnify Buyer against any and all Losses and reasonable expenses arising from such Business Guarantee. Without limiting the foregoing, after the Closing Date, Seller will not, and will not permit any of its Affiliates, successors or assigns to, renew, extend, amend or supplement any Contract or otherwise extend the term of or increase any obligation that is covered by or the subject of a Business Guarantee. Any cash or other collateral posted by Buyer or its Affiliates (including the Acquired Companies following the Closing) in respect of any Business Guarantee shall be delivered to Buyer promptly following such releaseDisclosure Schedule.

Release of Guaranties. A Guaranty as to any Subsidiary Guarantor (and, in the case of the occurrence of the events described in Section 13.10(f), Parent Guarantor) shall automatically terminate and be of no further force or effect and such Subsidiary Guarantor shall be automatically released from all obligations under this Agreement and all the Loan Documents upon: (a) Buyer shall use reasonable best efforts to cause Seller and its Affiliates the sale, disposition, exchange or other transfer (and Seller and its Affiliates shall use reasonable best efforts to cooperate fully with Buyerincluding through merger, including by providing consolidation amalgamation or otherwise) of the Capital Stock of the applicable Subsidiary Guarantor following which the applicable Subsidiary Guarantor is no longer a Wholly Owned Restricted Subsidiary if such sale, disposition, exchange or other transfer is made in a manner not in violation of this Agreement; provided that if any information, officer certificates, opinions, other customary release documentation or similar documentation reasonably necessary to put in place the arrangements pursuant to this Section 9.9(a)) Subsidiary Guarantor ceases to be fully a Wholly Owned Subsidiary, such Subsidiary shall not be released from its Guaranty solely as a result of ceasing to be a Wholly Owned Subsidiary unless either (x) it is no longer a direct or indirect Subsidiary of Borrower or (y) such disposition is a good faith disposition to a bona fide unaffiliated third party (as determined by Borrower in good faith) for fair market value and irrevocably released, for a bona fide business purpose (as determined by Borrower in good faith) (it being understood that this proviso shall not limit the release of the Closing Date or any Subsidiary Guarantor that otherwise qualifies as promptly as practicable after the Closing Date, in respect of all obligations under any guaranties, letters of credit, letters of comfort, bid bonds or performance or surety bonds or cash or an Excluded Subsidiary for reasons other collateral obtained or given by Seller or any of its Affiliates relating to the Acquired Companies or the Business (each than not being a “Seller Guarantee” or collectively, the “Seller Guarantees”Wholly Owned Subsidiary); provided, further, that any costs associated with obtaining such releases or consents the fair market value of such counterparties thereto Subsidiary Guarantor at the time it is released from its Guaranty in accordance with clause (x) or otherwise replacing such Seller Guarantees (y) above as a result of a sale, disposition, exchange or other transfer of a portion (but not all) of its Capital Stock shall be borne solely treated as an Investment by Seller Borrower at the time of such release (and its applicable Affiliate. If Buyer such release shall only be permitted if such deemed Investment is unable to effect such a substitution and release with respect to any Seller Guarantee as of the Closing Date, Buyer shall indemnify Seller against any and all Losses and reasonable expenses arising from such Seller Guarantee. Without limiting the foregoing, after the Closing Date, Buyer will not, and will not permit any of its Affiliates, successors or assigns to, renew, extend, amend or supplement any Contract or otherwise extend the term of or increase any obligation that is covered by or the subject of a Seller Guarantee. Any cash or other collateral posted by Seller or its Affiliates (including the Acquired Companies) in respect of any Seller Guarantee shall be delivered to Seller promptly following such release.permitted); or (b) Seller shall use reasonable best efforts the designation of such Subsidiary Guarantor as an Unrestricted Subsidiary in accordance with Section 6.17; or (c) such Subsidiary Guarantor becomes an Excluded Subsidiary in a transaction not in violation of this Agreement (as evidenced by a notice in writing from an Officer of Borrower); or (d) such Subsidiary Guarantor ceasing to cause be a Subsidiary as a result of any foreclosure of any pledge or security interest securing the Acquired Companies Obligations or other exercise of remedies in respect thereof subject to, in each case, the application of the proceeds of such foreclosure or exercise of remedies in accordance with the Loan Documents; or (e) the liquidation of such Subsidiary Guarantor in a transaction not in violation of this Agreement; (f) repayment of all of the Loans and Buyer termination of all of the Commitments hereunder; or (and Buyer and its Affiliates (including g) in the Acquired Companies following the Closing) shall use reasonable best efforts to cooperate fully with Seller, including by providing case of any information, officer certificates, opinions, other customary release documentation or similar documentation reasonably necessary to put in place the arrangements Guaranty provided pursuant to this the proviso to Section 9.9(b6.12(a)) , Xxxxxxxx’s provision of notice to Agent that it desires to release such Guaranty (so long as such Guaranty is not required to be fully and irrevocably released, as of provided at the Closing Date or as promptly as practicable after the Closing Date, in respect of all obligations under any guaranties, letters of credit, letters of comfort, bid bonds or performance or surety bonds or cash or other collateral, obtained or given by the Acquired Companies or covering any Transferred Assets, that relate to the Seller Group, the Retained Business or any other businesses of the Seller Group (each a “Business Guarantee” or collectively, the “Business Guarantees”); provided, that any costs associated with obtaining such releases or consents time of such counterparties thereto or otherwise replacing such Business Guarantees shall be borne solely by Seller or its applicable Affiliate. If Seller is unable to effect such a substitution and release with respect to any Business Guarantee as of the Closing Date, Seller shall indemnify Buyer against any and all Losses and reasonable expenses arising from such Business Guarantee. Without limiting the foregoing, after the Closing Date, Seller will not, and will not permit any of its Affiliates, successors or assigns to, renew, extend, amend or supplement any Contract or otherwise extend the term of or increase any obligation that is covered by or the subject of a Business Guarantee. Any cash or other collateral posted by Buyer or its Affiliates (including the Acquired Companies following the Closing) in respect of any Business Guarantee shall be delivered to Buyer promptly following such release).

Release of Guaranties. (a) Buyer shall use reasonable best efforts to cause Seller So long as no Default or Event of Default would result from such release, if all of the equity interests in a Guarantor owned by the Company and its Affiliates Subsidiaries is sold or otherwise disposed of to any Person (other than the Company or a Subsidiary) in a transaction or transactions permitted by this Agreement, such Guarantor shall be automatically released from its Subsidiary Guaranty and Seller all obligations of such Guarantor under its Subsidiary Guaranty and its Affiliates the other Credit Documents shall use reasonable best efforts to cooperate fully with Buyer, including by providing any information, officer certificates, opinions, other customary release documentation or similar documentation reasonably necessary to put in place the arrangements pursuant to this Section 9.9(a)) to be fully and irrevocably automatically released, as of the Closing Date or as promptly as practicable satisfied and discharged in full and, from and after the Closing Datesuch release, in respect of all obligations under any guaranties, letters of credit, letters of comfort, bid bonds or performance or surety bonds or cash or other collateral obtained or given by Seller or any of its Affiliates relating to the Acquired Companies or the Business (each such Guarantor shall no longer constitute a “Seller GuaranteeGuarantor” or collectively, the a “Seller Guarantees”); provided, that any costs associated with obtaining such releases or consents of such counterparties thereto or otherwise replacing such Seller Guarantees shall be borne solely by Seller and its applicable Affiliate. If Buyer is unable to effect such a substitution and release with respect to any Seller Guarantee as of the Closing Date, Buyer shall indemnify Seller against any and all Losses and reasonable expenses arising from such Seller Guarantee. Without limiting the foregoing, after the Closing Date, Buyer will not, and will not permit any of its Affiliates, successors or assigns to, renew, extend, amend or supplement any Contract or otherwise extend the term of or increase any obligation that is covered by or the subject of a Seller Guarantee. Any cash or other collateral posted by Seller or its Affiliates (including the Acquired Companies) in respect of any Seller Guarantee shall be delivered to Seller promptly following such releaseCredit Party” hereunder. (b) Seller So long as the Company will be in compliance with Section 6.11 immediately after giving effect to such release and no Default or Event of Default would result from such release, automatically upon the receipt by the Administrative Agent of notice from the Company that any Guarantor shall use reasonable best efforts be released from its Subsidiary Guaranty, such Guarantor shall be automatically released from its Subsidiary Guaranty and all obligations of such Guarantor under its Subsidiary Guaranty and the other Credit Documents shall be automatically released, satisfied and discharged in full and, from and after such release, such Guarantor shall no longer constitute a “Guarantor” or a “Credit Party” hereunder. (c) If, at any time, there are no Designated Borrowers, then automatically upon the receipt by the Administrative Agent of notice from the Company that the Co-Borrower Cross-Guaranty is terminated, the Co-Borrower Cross-Guaranty shall automatically terminate and all obligations of the Borrowers thereunder shall be automatically released, satisfied and discharged in full (it being understood that upon any subsequent designation of any Designated Borrower, the Borrowers shall be required to cause become a party to the Acquired Companies and Buyer Co-Borrower Cross-Guaranty pursuant to Section 2.17). (d) The Administrative Agent shall (and Buyer and its Affiliates (including each Lender hereby irrevocably authorizes the Acquired Companies following Administrative Agent to) execute such documents as may be necessary or reasonably requested by the Closing) shall use reasonable best efforts Company to cooperate fully with Seller, including by providing evidence any information, officer certificates, opinions, other customary release documentation or similar documentation reasonably necessary to put in place the arrangements pursuant to this Section 9.9(b)) to be fully and irrevocably released, as of the Closing Date or as promptly as practicable after the Closing Date, in respect of all obligations under any guaranties, letters of credit, letters of comfort, bid bonds or performance or surety bonds or cash or other collateral, obtained or given by the Acquired Companies or covering any Transferred Assets, that relate to the Seller Group, the Retained Business or any other businesses of the Seller Group (each a “Business Guarantee” or collectively, the “Business Guarantees”); provided, that any costs associated with obtaining such releases or consents of such counterparties thereto or otherwise replacing such Business Guarantees shall be borne solely by Seller or its applicable Affiliate. If Seller is unable to effect such a substitution and release with respect to any Business Guarantee as of the Closing Date, Seller shall indemnify Buyer against any and all Losses and reasonable expenses arising from such Business Guarantee. Without limiting the foregoing, after the Closing Date, Seller will not, and will not permit any of its Affiliates, successors or assigns to, renew, extend, amend or supplement any Contract or otherwise extend the term of or increase any obligation that is covered by or the subject of a Business Guarantee. Any cash or other collateral posted by Buyer or its Affiliates (including the Acquired Companies following the Closing) in respect of any Business Guarantee shall be delivered to Buyer promptly following such release9.8.

Release of Guaranties. (a) Buyer Notwithstanding anything to the contrary contained in this Agreement, each Lender Party that is a party hereto hereby agrees that: (i) upon termination of the Aggregate Commitments and payment in full of all Obligations (other than (A) contingent indemnification obligations as to which no claim has been asserted and (B) obligations and liabilities under Lender Cash Management Agreements and Lender Hedge Agreements either (x) as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall use reasonable best efforts have been made or (y) notice has not been received by the Administrative Agent from the applicable Cash Management Bank or Hedge Bank, as the case may be, that amounts are due and payable under such Lender Cash Management Agreement or Lender Hedge Agreement, as the case may be) and the expiration or termination of all Letters of Credit (other than Extended Letters of Credit and any other Letter of Credit the Outstanding Amount of which has been Cash Collateralized or back-stopped by a letter of credit or other credit support in form and substance reasonably satisfactory to cause Seller the Administrative Agent and the applicable L/C Issuer), each Guarantor shall be released from its Affiliates obligations under the applicable Guaranty; and (and Seller and ii) any Guarantor shall be released from its Affiliates shall use reasonable best efforts to cooperate fully with Buyer, including by providing any information, officer certificates, opinions, other customary release documentation or similar documentation reasonably necessary to put in place obligations under the arrangements pursuant to this Section 9.9(a)) applicable Guaranty if such Person ceases to be fully and irrevocably released, a Borrower as of the Closing Date or as promptly as practicable after the Closing Date, in respect of all obligations under any guaranties, letters of credit, letters of comfort, bid bonds or performance or surety bonds or cash or other collateral obtained or given by Seller or any of its Affiliates relating to the Acquired Companies or the Business (each a “Seller Guarantee” or collectively, the “Seller Guarantees”); provided, that any costs associated with obtaining such releases or consents of such counterparties thereto or otherwise replacing such Seller Guarantees shall be borne solely by Seller and its applicable Affiliate. If Buyer is unable to effect such a substitution and release with respect to any Seller Guarantee as of the Closing Date, Buyer shall indemnify Seller against any and all Losses and reasonable expenses arising from such Seller Guarantee. Without limiting the foregoing, after the Closing Date, Buyer will not, and will not permit any of its Affiliates, successors or assigns to, renew, extend, amend or supplement any Contract or otherwise extend the term of or increase any obligation that is covered by or the subject result of a Seller Guarantee. Any cash transaction or other collateral posted by Seller or its Affiliates (including the Acquired Companies) in respect of any Seller Guarantee shall be delivered to Seller promptly following such releasedesignation permitted hereunder. (b) Seller Upon the effectiveness of this Agreement as provided in Section 4.01, each Guaranty (as defined in the Existing Credit Agreement) shall use reasonable best efforts terminate. (c) In connection with the foregoing, and subject to cause the Acquired Companies and Buyer (and Buyer and its Affiliates Section 9.11 (including the Acquired Companies following right of the ClosingAdministrative Agent to obtain confirmation thereof from the Required Lenders), the Administrative Agent shall, at the Company’s sole expense and at the Company’s request, (x) shall use reasonable best efforts promptly execute and file in the appropriate location and deliver to cooperate fully with Sellerthe Company such termination and full or partial release statements or confirmations thereof, including by providing any informationas applicable, officer certificates, opinions, and (y) do such other customary release documentation or similar documentation things as are reasonably necessary to put in place release the arrangements pursuant to this Section 9.9(b)) Guarantees to be fully and irrevocably released, as of released pursuant hereto promptly upon the Closing Date or as promptly as practicable after the Closing Date, in respect of all obligations under any guaranties, letters of credit, letters of comfort, bid bonds or performance or surety bonds or cash or other collateral, obtained or given by the Acquired Companies or covering any Transferred Assets, that relate to the Seller Group, the Retained Business or any other businesses of the Seller Group (each a “Business Guarantee” or collectively, the “Business Guarantees”); provided, that any costs associated with obtaining such releases or consents of such counterparties thereto or otherwise replacing such Business Guarantees shall be borne solely by Seller or its applicable Affiliate. If Seller is unable to effect such a substitution and release with respect to any Business Guarantee as of the Closing Date, Seller shall indemnify Buyer against any and all Losses and reasonable expenses arising from such Business Guarantee. Without limiting the foregoing, after the Closing Date, Seller will not, and will not permit any of its Affiliates, successors or assigns to, renew, extend, amend or supplement any Contract or otherwise extend the term of or increase any obligation that is covered by or the subject of a Business Guarantee. Any cash or other collateral posted by Buyer or its Affiliates (including the Acquired Companies following the Closing) in respect effectiveness of any Business Guarantee shall be delivered to Buyer promptly following such release.

Release of Guaranties. Notwithstanding anything to the contrary contained in this Agreement, and without limitation of Section 10.20, each Lender Party that is a party hereto hereby agrees that: (a) Buyer upon termination of the Aggregate Commitments and payment in full of all Obligations (other than (A) contingent indemnification obligations as to which no claim has been asserted and (B) obligations and liabilities under Lender Cash Management Agreements and Lender Hedge Agreements either (x) as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall use reasonable best efforts to cause Seller and its Affiliates have been made or (and Seller and its Affiliates shall use reasonable best efforts to cooperate fully with Buyer, including y) notice has not been received by providing any information, officer certificates, opinions, other customary release documentation the Administrative Agent from the applicable Cash Management Bank or similar documentation reasonably necessary to put in place the arrangements pursuant to this Section 9.9(a)) to be fully and irrevocably releasedHedge Bank, as of the Closing Date case may be, that amounts are due and payable under such Lender Cash Management Agreement or Lender Hedge Agreement, as promptly as practicable after the Closing Date, in respect case may be) and the expiration or termination of all Letters of Credit (other than Extended Letters of Credit and any other Letter of Credit the Outstanding Amount of which has been Cash Collateralized or back-stopped by a letter of credit or other credit support in form and substance reasonably satisfactory to the Administrative Agent and the applicable L/C Issuer), each Guarantor shall be released from its obligations under any guaranties, letters of credit, letters of comfort, bid bonds or performance or surety bonds or cash or other collateral obtained or given by Seller or any of its Affiliates relating to the Acquired Companies or the Business (each a “Seller Guarantee” or collectively, the “Seller Guarantees”)applicable Guaranty; provided, that any costs associated with obtaining such releases or consents of such counterparties thereto or otherwise replacing such Seller Guarantees shall be borne solely by Seller and its applicable Affiliate. If Buyer is unable to effect such a substitution and release with respect to any Seller Guarantee as of the Closing Date, Buyer shall indemnify Seller against any and all Losses and reasonable expenses arising from such Seller Guarantee. Without limiting the foregoing, after the Closing Date, Buyer will not, and will not permit any of its Affiliates, successors or assigns to, renew, extend, amend or supplement any Contract or otherwise extend the term of or increase any obligation that is covered by or the subject of a Seller Guarantee. Any cash or other collateral posted by Seller or its Affiliates (including the Acquired Companies) in respect of any Seller Guarantee shall be delivered to Seller promptly following such release.and (b) Seller any Guarantor shall use reasonable best efforts be released from its obligations under the applicable Guaranty if such Person ceases to cause be a Restricted Subsidiary as a result of a transaction or designation permitted hereunder. In connection with the Acquired Companies foregoing, and Buyer (and Buyer and its Affiliates subject to Section 9.11 (including the Acquired Companies following right of the ClosingAdministrative Agent to obtain confirmation thereof from the Required Lenders), the Administrative Agent shall, at the Company’s sole expense and at the Company’s request, (x) shall use reasonable best efforts promptly execute and file in the appropriate location and deliver to cooperate fully with Sellerthe Company such termination and full or partial release statements or confirmations thereof, including by providing any informationas applicable, officer certificates, opinions, and (y) do such other customary release documentation or similar documentation things as are reasonably necessary to put in place release the arrangements pursuant to this Section 9.9(b)) Guarantees to be fully and irrevocably released, as of released pursuant hereto promptly upon the Closing Date or as promptly as practicable after the Closing Date, in respect of all obligations under any guaranties, letters of credit, letters of comfort, bid bonds or performance or surety bonds or cash or other collateral, obtained or given by the Acquired Companies or covering any Transferred Assets, that relate to the Seller Group, the Retained Business or any other businesses of the Seller Group (each a “Business Guarantee” or collectively, the “Business Guarantees”); provided, that any costs associated with obtaining such releases or consents of such counterparties thereto or otherwise replacing such Business Guarantees shall be borne solely by Seller or its applicable Affiliate. If Seller is unable to effect such a substitution and release with respect to any Business Guarantee as of the Closing Date, Seller shall indemnify Buyer against any and all Losses and reasonable expenses arising from such Business Guarantee. Without limiting the foregoing, after the Closing Date, Seller will not, and will not permit any of its Affiliates, successors or assigns to, renew, extend, amend or supplement any Contract or otherwise extend the term of or increase any obligation that is covered by or the subject of a Business Guarantee. Any cash or other collateral posted by Buyer or its Affiliates (including the Acquired Companies following the Closing) in respect effectiveness of any Business Guarantee shall be delivered to Buyer promptly following such release.

Release of Guaranties. (a) Buyer shall use reasonable best efforts to cause Seller So long as no Default or Event of Default would result from such release, if all of the equity interests in a Guarantor owned by the Company and its Affiliates Subsidiaries is sold or otherwise disposed of to any Person (other than the Company or a Subsidiary) in a transaction or transactions permitted by this Agreement, such Guarantor shall be automatically released from its Subsidiary Guaranty and Seller all obligations of such Guarantor under its Subsidiary Guaranty and its Affiliates the other Credit Documents shall use reasonable best efforts to cooperate fully with Buyer, including by providing any information, officer certificates, opinions, other customary release documentation or similar documentation reasonably necessary to put in place the arrangements pursuant to this Section 9.9(a)) to be fully and irrevocably automatically released, as of the Closing Date or as promptly as practicable satisfied and discharged in full and, from and after the Closing Datesuch release, in respect of all obligations under any guaranties, letters of credit, letters of comfort, bid bonds or performance or surety bonds or cash or other collateral obtained or given by Seller or any of its Affiliates relating to the Acquired Companies or the Business (each such Guarantor shall no longer constitute a “Seller GuaranteeGuarantor” or collectively, the a “Seller Guarantees”); provided, that any costs associated with obtaining such releases or consents of such counterparties thereto or otherwise replacing such Seller Guarantees shall be borne solely by Seller and its applicable Affiliate. If Buyer is unable to effect such a substitution and release with respect to any Seller Guarantee as of the Closing Date, Buyer shall indemnify Seller against any and all Losses and reasonable expenses arising from such Seller Guarantee. Without limiting the foregoing, after the Closing Date, Buyer will not, and will not permit any of its Affiliates, successors or assigns to, renew, extend, amend or supplement any Contract or otherwise extend the term of or increase any obligation that is covered by or the subject of a Seller Guarantee. Any cash or other collateral posted by Seller or its Affiliates (including the Acquired Companies) in respect of any Seller Guarantee shall be delivered to Seller promptly following such releaseCredit Party” hereunder. (b) Seller So long as the Company will be in compliance with Section 6.11 immediately after giving effect to such release and no Default or Event of Default would result from such release, automatically upon the receipt by the Administrative Agent of notice from the Company that any Guarantor shall use reasonable best efforts be released from its Subsidiary Guaranty, such Guarantor shall be automatically released from its Subsidiary Guaranty and all obligations of such Guarantor under its Subsidiary Guaranty and the other Credit Documents shall be automatically released, satisfied and discharged in full and, from and after such release, such Guarantor shall no longer constitute a “Guarantor” or a “Credit Party” hereunder. (c) If, at any time, there are no Designated Borrowers, then automatically upon the receipt by the Administrative Agent of notice from the Company that the Co-Borrower Cross-Guaranty is terminated, the Co-Borrower Cross-Guaranty shall automatically terminate and all obligations of the Borrowers thereunder shall be automatically released, satisfied and discharged in full (it being understood that upon any subsequent designation of any Designated Borrower, the Borrowers shall be required to cause become a party to the Acquired Companies and Buyer Co-Borrower Cross-Guaranty pursuant to Section 2.17). (d) The Administrative Agent shall (and Buyer each Lender, Swingline Lender and its Affiliates (including Issuing Bank hereby irrevocably authorizes the Acquired Companies following Administrative Agent to) execute such documents as may be necessary or reasonably requested by the Closing) shall use reasonable best efforts Company to cooperate fully with Seller, including by providing evidence any information, officer certificates, opinions, other customary release documentation or similar documentation reasonably necessary to put in place the arrangements pursuant to this Section 9.9(b)) to be fully and irrevocably released, as of the Closing Date or as promptly as practicable after the Closing Date, in respect of all obligations under any guaranties, letters of credit, letters of comfort, bid bonds or performance or surety bonds or cash or other collateral, obtained or given by the Acquired Companies or covering any Transferred Assets, that relate to the Seller Group, the Retained Business or any other businesses of the Seller Group (each a “Business Guarantee” or collectively, the “Business Guarantees”); provided, that any costs associated with obtaining such releases or consents of such counterparties thereto or otherwise replacing such Business Guarantees shall be borne solely by Seller or its applicable Affiliate. If Seller is unable to effect such a substitution and release with respect to any Business Guarantee as of the Closing Date, Seller shall indemnify Buyer against any and all Losses and reasonable expenses arising from such Business Guarantee. Without limiting the foregoing, after the Closing Date, Seller will not, and will not permit any of its Affiliates, successors or assigns to, renew, extend, amend or supplement any Contract or otherwise extend the term of or increase any obligation that is covered by or the subject of a Business Guarantee. Any cash or other collateral posted by Buyer or its Affiliates (including the Acquired Companies following the Closing) in respect of any Business Guarantee shall be delivered to Buyer promptly following such release9.8.

Release of Guaranties. Prior to the Closing Date, Seller and Buyer shall cooperate and shall use their respective reasonable best efforts to, effective as of the Closing Date, terminate or cause to be terminated, in each case without obligation or liability on the part of Seller or any of its Affiliates (other than the Sold Companies) (collectively, the “Seller Guarantors”), or cause Buyer or one of its Affiliates to be substituted for such Seller Guarantor, in respect of all liabilities and obligations of the Seller Guarantors under guarantees of or relating primarily to obligations or liabilities (including under any Contract or letter of credit or relating to any Leased Real Property) of the Business and the Sold Companies, including those listed on Schedule 5.13 (the “Guaranties”). In the event the foregoing actions are not completed by the Closing Date, then Buyer shall indemnify and hold harmless the Seller Guarantors from and against all Losses incurred by any such Person as a result of such failure and from and against any continuing obligations and liabilities under any such Guaranties, except for Losses arising from any acts or omissions of a Seller Guarantor. Moreover, Seller and Buyer shall continue to cooperate and use their respective reasonable best efforts to terminate as provided above, or cause Buyer or one of its Affiliates to be substituted in all respects for the Seller Guarantors in respect of, all obligations of the Seller Guarantors under any such Guaranties, and Buyer shall (a) indemnify and hold harmless the Seller Guarantors for any amounts which become payable under such Guaranties after Closing and (b) not and shall not permit the Business, the Sold Companies or their Affiliates to (i) renew or extend the term of or (ii) increase its obligations under, or transfer to another third party, any loan, lease, Contract or other obligation for which any Seller Guarantor is liable under such Guaranty unless the Buyer, the Sold Companies or their respective Affiliates are substituted in all respects for the Seller Guarantors, and the Seller Guarantors are released in respect of all obligations of the Seller Guarantors, under such Guaranties. To the extent that any Seller Guarantor has performance obligations under any such Guaranty, Buyer shall use reasonable best efforts to (x) perform, or cause Seller and its Affiliates to perform, such obligations on behalf of such Seller Guarantor or (and y) otherwise take such action as reasonably requested by Seller and its Affiliates shall use reasonable best efforts to cooperate fully with Buyer, including by providing any information, officer certificates, opinions, other customary release documentation or similar documentation reasonably necessary so as to put in place the arrangements pursuant to this Section 9.9(a)) to be fully and irrevocably released, as of the Closing Date or as promptly as practicable after the Closing Date, in respect of all obligations under any guaranties, letters of credit, letters of comfort, bid bonds or performance or surety bonds or cash or other collateral obtained or given by Seller or any of its Affiliates relating to the Acquired Companies or the Business (each a “Seller Guarantee” or collectively, the “Seller Guarantees”); provided, that any costs associated with obtaining such releases or consents of such counterparties thereto or otherwise replacing such Seller Guarantees shall be borne solely by Seller and its applicable Affiliate. If Guarantor in the same position as if Buyer is unable to effect such a substitution and release with respect to any Seller Guarantee as of the Closing Date, Buyer shall indemnify Seller against any and all Losses and reasonable expenses arising from such Seller Guarantee. Without limiting the foregoing, after the Closing Date, Buyer will not, and will not permit any or one of its Affiliates, successors and not such Seller Guarantor, had performed or assigns towere performing such obligations, renewin each case after Closing. To fulfill the obligations of Buyer under this Section 5.13, extend, amend or supplement Buyer shall not be obligated to pay any Contract or otherwise extend the term of or increase any obligation that is covered by or the subject of a Seller Guarantee. Any cash or other collateral posted by Seller or its Affiliates (including the Acquired Companies) in respect of any Seller Guarantee shall be delivered to Seller promptly following such release. (b) Seller shall use reasonable best efforts to cause the Acquired Companies and Buyer (and Buyer and its Affiliates (including the Acquired Companies following the Closing) shall use reasonable best efforts to cooperate fully with Seller, including by providing any information, officer certificates, opinions, other customary release documentation consent fee or similar documentation reasonably necessary to put in place the arrangements pursuant to this Section 9.9(b)) to be fully and irrevocably released, as of the Closing Date or as promptly as practicable after the Closing Date, in respect of all obligations under any guaranties, letters of credit, letters of comfort, bid bonds or performance or surety bonds or cash or other collateral, obtained or given by the Acquired Companies or covering any Transferred Assets, that relate to the Seller Group, the Retained Business or any other businesses of the Seller Group (each a “Business Guarantee” or collectively, the “Business Guarantees”); provided, that any costs associated with obtaining such releases or consents of such counterparties thereto or otherwise replacing such Business Guarantees shall be borne solely by Seller or its applicable Affiliate. If Seller is unable to effect such a substitution and release with respect to any Business Guarantee as of the Closing Date, Seller shall indemnify Buyer against any and all Losses and reasonable expenses arising from such Business Guarantee. Without limiting the foregoing, after the Closing Date, Seller will not, and will not permit any of its Affiliates, successors or assigns to, renew, extend, amend or supplement any Contract or otherwise extend the term of or increase any obligation that is covered by or the subject of a Business Guarantee. Any cash or other collateral posted by Buyer or its Affiliates (including the Acquired Companies following the Closing) in respect of any Business Guarantee shall be delivered to Buyer promptly following such releasepayment.