Common use of Support Obligations Clause in Contracts

Support Obligations. (a) With respect to the XXXX Guaranty, during the Interim Period, Seller and Buyer shall, and Buyer shall cause Buyer’s Affiliates to, use their respective Commercially Reasonable Efforts to work together to procure the full and unconditional release, effective as of the Closing Date, of XXXX’x obligations under the XXXX Guaranty. For purposes of this subsection, Commercially Reasonable Efforts shall require (i) jointly approaching Xxxxxx Xxxxxx to discuss and negotiate alternative arrangements for satisfying Kinder Xxxxxx’x credit support requirements, and (ii) in support of any such alternative credit support arrangements, Buyer offering to replace the XXXX Guaranty with a substitute guarantee from Buyer or Buyer Parent Guarantor on terms acceptable to Xxxxxx Xxxxxx (provided that the maximum principal amount guaranteed may not be increased) and, if the foregoing is not accepted by Xxxxxx Xxxxxx, Buyer or Buyer Parent Guarantor offering to deliver to Xxxxxx Xxxxxx a letter of credit from a creditworthy United States bank acceptable to Xxxxxx Xxxxxx for the account of Buyer or Buyer Parent Guarantor as applicant in an amount (x) sufficient to cover the entire amount that may be payable under the XXXX Guaranty or (y) such lesser amount deemed sufficient by Xxxxxx Xxxxxx, and, if such offer is accepted by Xxxxxx Xxxxxx, providing such letter of credit to Xxxxxx Xxxxxx in connection with the Closing. (b) If Buyer and Seller are not successful in obtaining the complete and unconditional release of XXXX from its obligations under the XXXX Guaranty prior to Closing as contemplated in Section 6.5(a), then Seller or its Affiliates, as applicable, shall cause XXXX to keep in place the XXXX Guaranty, and Buyer shall deliver to Seller at the Closing, and shall keep in place, an irrevocable, standby letter of credit in form and substance reasonably satisfactory to Seller and in an amount equal to the maximum amount of exposure under the XXXX Guaranty and issued by Citibank N.A. pursuant to Buyer Parent Guarantor’s debtor-in-possession credit agreement authorized by the DIP Order or another irrevocable, standby letter of credit on substantially similar terms from a creditworthy financial institution reasonably acceptable to Seller (the “Continuing Support Letter of Credit”); provided, however, that as a condition to the continuing maintenance of the XXXX Guaranty: (i) From and after the Closing, Buyer hereby agrees to indemnify and hold harmless Seller and its Affiliates from and against any and all Losses that may be suffered, incurred or sustained by any of them or to which any of them become subject, resulting from, arising out of or relating to the XXXX Guaranty being in effect on or after the Closing Date (including as a result of any draw or demand for or making of any payment by XXXX under the XXXX Guaranty) with respect to the full extent of the XXXX Guaranty. In furtherance, and not limitation, of the forgoing, if the XXXX Guaranty is drawn upon in accordance with its terms after the Closing Date, upon receipt of written notice thereof from Seller, Buyer shall pay Seller or its designee the amount so drawn upon in accordance with its terms within five (5) Business Days after the date of such written notice. If Buyer fails to pay Seller or its designee within such five (5) Business Day period, Seller may draw upon or otherwise enforce the terms of the Continuing Support Letter of Credit in accordance with the terms thereof; (ii) from and after the Closing, Buyer and Seller shall continue to use Commercially Reasonable Efforts to obtain the full and unconditional release of XXXX from its obligations under the XXXX Guaranty as contemplated by Section 6.5(a); and (iii) Buyer shall not, and shall cause the Acquired Companies not to, effect any amendments or modifications or any other changes to the Contracts or obligations to which any of the obligations under the XXXX Guaranty relates to the extent such amendment or modification would increase the liability of XXXX under the XXXX Guaranty or extend the stated maturity of any obligation to which the XXXX Guaranty relates, without Seller’s prior written consent (which consent may be withheld in its sole and absolute discretion). (c) If a Continuing Support Letter of Credit is provided pursuant to Section 6.5(b), at the expiration or termination of the XXXX Guaranty (such that it is no longer subject to restoration or reinstatement), Seller shall deliver or cause to be delivered to Buyer the Continuing Support Letter of Credit for cancellation.

Support Obligations. (a) With respect to In connection with the XXXX Guaranty, during consummation of the Interim Periodtransactions contemplated by the Destin Purchase Agreement, Seller and Buyer shall, and Buyer shall cause Buyer’s Affiliates to, use their respective Commercially Reasonable Efforts has delivered to work together to procure the full and unconditional release, effective as of the Closing Date, of XXXX’x obligations under the XXXX Guaranty. For purposes of this subsection, Commercially Reasonable Efforts shall require (i) jointly approaching Xxxxxx Xxxxxx to discuss and negotiate alternative arrangements for satisfying Kinder Xxxxxx’x credit support requirements, and (ii) in support of any such alternative credit support arrangements, Buyer offering to replace the XXXX Guaranty with a substitute guarantee from Buyer or Buyer Parent Guarantor on terms acceptable to Xxxxxx Xxxxxx (provided that the maximum principal amount guaranteed may not be increased) and, if the foregoing is not accepted by Xxxxxx Xxxxxx, Buyer or Buyer Parent Guarantor offering to deliver to Xxxxxx Xxxxxx a ADPC an irrevocable standby letter of credit from a creditworthy (together with any renewals or replacements thereof, the “Credit Support LC”) issued by Citibank, N.A. in favor of ADPC, relating to the $2,500,000 Guarantee between BP Corporation North America, Inc. and Minerals Management Service of the United States bank acceptable (the “Guarantee”) pursuant to Xxxxxx Xxxxxx for that certain letter agreement by and between ADPC and Seller, dated as of March 30, 2016 (the account “Credit Support Agreement”), copies of Buyer or Buyer Parent Guarantor as applicant in an amount (x) sufficient which have previously been provided to cover the entire amount that may be payable under the XXXX Guaranty or (y) such lesser amount deemed sufficient by Xxxxxx Xxxxxx, and, if such offer is accepted by Xxxxxx Xxxxxx, providing such letter of credit to Xxxxxx Xxxxxx in connection with the ClosingBuyer. (b) If Buyer and Seller are not successful in obtaining the complete and unconditional release of XXXX from its obligations under the XXXX Guaranty prior to Closing as contemplated in Section 6.5(a), then Seller or its Affiliates, as applicable, shall cause XXXX to keep in place the XXXX Guaranty, and Buyer shall deliver to Seller at the Closingindemnify, and shall keep in place, an irrevocable, standby letter of credit in form and substance reasonably satisfactory to Seller and in an amount equal to the maximum amount of exposure under the XXXX Guaranty and issued by Citibank N.A. pursuant to Buyer Parent Guarantor’s debtor-in-possession credit agreement authorized by the DIP Order or another irrevocable, standby letter of credit on substantially similar terms from a creditworthy financial institution reasonably acceptable to Seller (the “Continuing Support Letter of Credit”); provided, however, that as a condition to the continuing maintenance of the XXXX Guaranty: (i) From and after the Closing, Buyer hereby agrees to indemnify defend and hold harmless each member of Seller and its Affiliates Group from and against any and all Losses that may be suffered(including draws against, incurred or sustained by costs and liabilities in maintaining, and any of them or to which any of them become subjectcosts in cancelling such Credit Support LC) relating to, resulting from, or arising out of or relating to the XXXX Guaranty being in effect on or after the Closing Date such Credit Support LC and incurred by Seller. (including as a result of any draw or demand for or making of any payment by XXXX under the XXXX Guarantyc) with respect to the full extent of the XXXX Guaranty. In furtherance, and not limitation, of the forgoing, if the XXXX Guaranty is drawn upon in accordance with its terms after the Closing Date, upon receipt of written notice thereof from Seller, Buyer shall pay Seller or its designee the amount so drawn upon in accordance with its terms within Within five (5) Business Days after the earlier of (i) date that Seller shall have assigned and delegated, and Buyer shall have accepted and assumed, all of such written notice. If Buyer fails Seller’s obligations under the Destin Purchase Agreement and the Credit Support Agreement pursuant to pay Seller or its designee within such five (5) Business Day period, Seller may draw upon or otherwise enforce the terms of the Continuing Support Letter of Credit and in accordance with the terms thereof; Section 9.17 and (ii) the date that Seller shall have received consent from and after ADPC to Buyer’s replacement of the ClosingCredit Support LC (the “LC Replacement Period”), Buyer shall deliver to Seller a letter of credit, in form and Seller shall continue substance acceptable to use Commercially Reasonable Efforts to obtain Seller, in the full Stated Amount (as defined therein) of the Credit Support LC (the “Replacement LC,” and unconditional release of XXXX from its obligations under the XXXX Guaranty as contemplated by Section 6.5(a); and (iiidate that Buyer actually delivers such Replacement LC, the “Replacement LC Delivery Date”) Buyer shall not, and shall cause as of the Acquired Companies not to, effect any amendments or modifications or any other changes Replacement LC Delivery Date the release of the Seller Group from all obligations relating to the Contracts Credit Support LC and any Losses related thereto, unless Seller or obligations to which any Buyer has obtained the release of the obligations under the XXXX Guaranty relates to the extent such amendment or modification would increase the liability of XXXX under the XXXX Guaranty or extend the stated maturity of any obligation to which the XXXX Guaranty relates, without Seller’s prior written consent (which consent may be withheld in its sole and absolute discretion). (c) If a Continuing Support Letter of Credit is provided Guarantee pursuant to Section 6.5(b), at 7.2(d)(i) of the Destin Purchase Agreement prior to the expiration or termination of the XXXX Guaranty (such that it is no longer subject to restoration or reinstatement), Seller shall deliver or cause to be delivered to Buyer the Continuing Support Letter of Credit for cancellationLC Replacement Period.

Support Obligations. The Parent covenants and agrees with the Holders that, for so long as any Preferred Shares remain outstanding: (a) With respect it will provide the Issuer with sufficient cash to ensure that the XXXX Guaranty, during Issuer is able to pay to each Holder all amounts to which such Holder is entitled in accordance with the Interim Period, Seller Preferred Share Terms and Buyer shall, and Buyer shall cause Buyer’s Affiliates to, use their respective Commercially Reasonable Efforts it will take such action as is necessary to work together enable the Issuer to procure the full and unconditional release, effective as of the Closing Date, of XXXX’x comply with its obligations under the XXXX Guaranty. For purposes of this subsection, Commercially Reasonable Efforts shall require (i) jointly approaching Xxxxxx Xxxxxx to discuss and negotiate alternative arrangements for satisfying Kinder Xxxxxx’x credit support requirements, and (ii) in support of any such alternative credit support arrangements, Buyer offering to replace the XXXX Guaranty with a substitute guarantee from Buyer or Buyer Parent Guarantor on terms acceptable to Xxxxxx Xxxxxx (provided that the maximum principal amount guaranteed may not be increased) and, if the foregoing is not accepted by Xxxxxx Xxxxxx, Buyer or Buyer Parent Guarantor offering to deliver to Xxxxxx Xxxxxx a letter of credit from a creditworthy United States bank acceptable to Xxxxxx Xxxxxx for the account of Buyer or Buyer Parent Guarantor as applicant in an amount (x) sufficient to cover the entire amount that may be payable under the XXXX Guaranty or (y) such lesser amount deemed sufficient by Xxxxxx Xxxxxx, and, if such offer is accepted by Xxxxxx Xxxxxx, providing such letter of credit to Xxxxxx Xxxxxx in connection with the Closing.Preferred Share Terms; (b) If Buyer it will, upon direction by the Issuer, cause the issuance and Seller are not successful in obtaining the complete and unconditional release of XXXX from its obligations under the XXXX Guaranty prior to Closing as contemplated in Section 6.5(a), then Seller or its Affiliates, as applicable, shall cause XXXX to keep in place the XXXX Guaranty, and Buyer shall deliver to Seller at the Closing, and shall keep in place, an irrevocable, standby letter of credit in form and substance reasonably satisfactory to Seller and in an amount equal delivery to the maximum amount Holders of exposure under such number of Common Shares necessary to satisfy the XXXX Guaranty and issued by Citibank N.A. Issuer's obligations upon an exchange of Preferred Shares pursuant to Buyer Parent Guarantor’s debtor-in-possession credit agreement authorized by the DIP Order Preferred Share Terms; (c) it will not vote or another irrevocable, standby letter otherwise take any action to cause a Liquidation Event; (d) it will remain the direct or indirect beneficial owner of credit on substantially similar terms from a creditworthy financial institution reasonably acceptable to Seller (all the “Continuing Support Letter of Credit”); provided, however, that as a condition to the continuing maintenance outstanding shares or other equity securities of the XXXX Guaranty: Issuer, other than (i) From the Preferred Shares, (ii) such other securities that the Issuer is permitted to create without the approval of the Holders and after (iii) any other securities that the ClosingIssuer creates with the requisite approval of the Holders pursuant to the Preferred Share Terms; (e) for so long as at least 10% of the Preferred Shares remain outstanding, Buyer hereby agrees it will use commercially reasonable efforts to indemnify and hold harmless Seller and its Affiliates from and against maintain the listing of the Common Shares on the NASDAQ or another stock exchange registered with the SEC under 6(a) of the Exchange Act, other than in connection with a Change of Control; (f) it will not exercise any and all Losses that voting or consent rights which may be suffered, incurred or sustained exercisable by any the Holders of them or to which any of them become subject, resulting from, arising out of or relating to the XXXX Guaranty being in effect on or after the Closing Date (including as a result of any draw or demand for or making of any payment by XXXX under the XXXX Guaranty) with respect to the full extent of the XXXX Guaranty. In furtherance, and not limitation, of the forgoing, if the XXXX Guaranty is drawn upon in accordance with its terms after the Closing Date, upon receipt of written notice thereof from Seller, Buyer shall pay Seller or its designee the amount so drawn upon in accordance with its terms within five (5) Business Days after the date of such written notice. If Buyer fails to pay Seller or its designee within such five (5) Business Day period, Seller may draw upon or otherwise enforce the terms of the Continuing Support Letter of Credit Preferred Shares in accordance with the terms thereofPreferred Shares Terms or pursuant to applicable law with respect to any Preferred Shares held by the Parent, and will cause its Affiliates not to exercise any such voting or consent rights with respect to any Preferred Shares held by such Affiliates; (iig) from and after in the Closingevent that it holds any Preferred Shares, Buyer and Seller shall continue to use Commercially Reasonable Efforts to obtain the full and unconditional release of XXXX from its obligations under the XXXX Guaranty it will take such action as contemplated by Section 6.5(a)is necessary such that such Preferred Shares will no longer remain outstanding; and (iiih) Buyer shall not, and shall cause the Acquired Companies it will not to, effect declare any amendments or modifications or any other changes to the Contracts or obligations to which dividends on any of its issued and outstanding share capital at any time after the obligations under Dividend Change Date if the XXXX Guaranty relates to the extent such amendment or modification would increase the liability amount of XXXX under the XXXX Guaranty or extend the stated maturity of any obligation to which the XXXX Guaranty relates, without Seller’s prior written consent (which consent may be withheld in its sole and absolute discretion)Accumulated Cash Dividends is greater than zero. (c) If a Continuing Support Letter of Credit is provided pursuant to Section 6.5(b), at the expiration or termination of the XXXX Guaranty (such that it is no longer subject to restoration or reinstatement), Seller shall deliver or cause to be delivered to Buyer the Continuing Support Letter of Credit for cancellation.

Support Obligations. With respect to each Support Obligation, (a) With respect Buyer shall use its commercially reasonable efforts prior to the XXXX Guaranty, during Closing to (i) obtain credit support arrangements in substitution of the Interim Period, Seller and Buyer shall, and Buyer shall cause Buyer’s Affiliates to, use their respective Commercially Reasonable Efforts Support Obligations (but only to work together the extent such Support Obligation is required in order to procure the full release contemplated by the immediately succeeding clause (ii) and unconditional release, effective as only to the extent of the Closing Date, of XXXX’x obligations under the XXXX Guaranty. For purposes of this subsection, Commercially Reasonable Efforts shall require (isuch requirement) jointly approaching Xxxxxx Xxxxxx to discuss and negotiate alternative arrangements for satisfying Kinder Xxxxxx’x credit support requirements, and (ii) in support of any such alternative credit support arrangementsprocure that Seller Parent, Buyer offering to replace the XXXX Guaranty with a substitute guarantee from Buyer or Buyer Parent Guarantor on terms acceptable to Xxxxxx Xxxxxx (provided that the maximum principal amount guaranteed may not be increased) Sellers and their respective Affiliates and, if the foregoing is not accepted by Xxxxxx Xxxxxxwhere applicable, Buyer their respective sureties or Buyer Parent Guarantor offering to deliver to Xxxxxx Xxxxxx a letter of credit issuers, be fully and unconditionally released from a creditworthy United States bank acceptable to Xxxxxx Xxxxxx for the account of Buyer or Buyer Parent Guarantor as applicant in an amount (x) sufficient to cover the entire amount that may be payable their respective obligations under the XXXX Guaranty or (y) such lesser amount deemed sufficient by Xxxxxx XxxxxxSupport Obligations, andin form and substance reasonably satisfactory to Seller Parent, if such offer is accepted by Xxxxxx Xxxxxx, providing such letter of credit to Xxxxxx Xxxxxx in connection with the Closing. and (b) If if Buyer and Seller are is not successful successful, following the use of commercially reasonable efforts, in obtaining the complete and unconditional release of XXXX Seller Parent, Sellers and their respective Affiliates from its obligations under any such Support Obligations as of the XXXX Guaranty prior to Closing (each such Support Obligation until such time as contemplated in Section 6.5(asuch Support Obligation is fully and unconditionally released, a “Continuing Support Obligation”), then Seller or its Affiliates, as applicable, shall cause XXXX to keep in place the XXXX Guaranty, and Buyer shall deliver to Seller at the Closing, and shall keep in place, an irrevocable, standby letter of credit in form and substance reasonably satisfactory to Seller and in an amount equal to the maximum amount of exposure under the XXXX Guaranty and issued by Citibank N.A. pursuant to Buyer Parent Guarantor’s debtor-in-possession credit agreement authorized by the DIP Order or another irrevocable, standby letter of credit on substantially similar terms from a creditworthy financial institution reasonably acceptable to Seller (the “Continuing Support Letter of Credit”); provided, however, that as a condition to the continuing maintenance of the XXXX Guaranty: (i) From and after the Closing, Buyer hereby agrees to indemnify and hold harmless Seller and its Affiliates from and against any and all Losses that may be suffered, incurred or sustained by any of them or to which any of them become subject, resulting from, arising out of or relating to the XXXX Guaranty being in effect on or after the Closing Date (including as a result of any draw or demand for or making of any payment by XXXX under the XXXX Guaranty) with respect to the full extent of the XXXX Guaranty. In furtherance, and not limitation, of the forgoing, if the XXXX Guaranty is drawn upon in accordance with its terms after the Closing Date, upon receipt of written notice thereof from Seller, Buyer shall pay Seller or its designee the amount so drawn upon in accordance with its terms within five (5) Business Days after the date of such written notice. If Buyer fails to pay Seller or its designee within such five (5) Business Day period, Seller may draw upon or otherwise enforce the terms of the Continuing Support Letter of Credit in accordance with the terms thereof; (ii) from and after the Closing, (i) Buyer and Seller shall continue to use Commercially Reasonable Efforts commercially reasonable efforts to obtain promptly the full and unconditional release of XXXX Seller Parent, Sellers and their respective Affiliates and, where applicable, their respective sureties or letter of credit issuers, from each Continuing Support Obligation, (ii) Buyer shall indemnify Seller Parent, Sellers and their respective Affiliates for all Losses incurred by any of Seller Parent, Sellers or their respective Affiliates in connection with each Continuing Support Obligation, to the extent such Losses result from the operation of the Business by Buyer or any of its obligations under Affiliates after the XXXX Guaranty as contemplated by Section 6.5(a); and Closing and (iii) Buyer shall not, and shall cause the Acquired Purchased Companies and the Purchased Subsidiary not to, effect any amendments or modifications or any other changes to the any Contracts or obligations to which any of the obligations under the XXXX Guaranty relates Continuing Support Obligations relate that would reasonably be expected to the extent such amendment or modification would materially increase the liability of XXXX under the XXXX Guaranty or extend the stated maturity Liability of any obligation to which the XXXX Guaranty relatesof Seller Parent, Sellers or their respective Affiliates under any Continuing Support Obligations without SellerSeller Parent’s prior written consent (which consent may consent. Schedule 2.07(c) shall be withheld amended by Seller Parent from time to time during the Interim Period to add all additional Ordinary Course performance bonds or parent guaranties relating solely to the Business, and upon any such performance bond or parent guaranty being added to Schedule 2.07(c) in its sole and absolute discretion). (c) If a Continuing Support Letter of Credit is provided pursuant to Section 6.5(b)accordance with the foregoing, at the expiration such performance bond or termination of the XXXX Guaranty (such that it is no longer subject to restoration or reinstatement), Seller parent guaranty shall deliver or cause be deemed to be delivered to Buyer the Continuing a Support Letter Obligation for all purposes of Credit for cancellationthis Agreement.

Support Obligations. (a) With respect Prior to the XXXX GuarantyClosing, during the Interim Period, Seller and Buyer shall, and Buyer shall cause Buyer’s Affiliates to, use their respective Commercially Reasonable Efforts commercially reasonable efforts to work together to procure effect the full and unconditional release, effective as of the Closing DateClosing, of XXXX’x obligations under the XXXX Guaranty. For purposes of this subsection, Commercially Reasonable Efforts shall require (i) jointly approaching Xxxxxx Xxxxxx to discuss Sellers and negotiate alternative arrangements for satisfying Kinder Xxxxxx’x their Affiliates from any credit support requirementsobligations provided by Sellers or such Affiliates with respect to the Acquired Assets or the Business, and which are specifically listed on Schedule 7.4(a) at the time required under such schedule (ii) collectively, the “Support Obligations”), including by offering within a reasonable time in support advance of any such alternative credit support release replacement bonds, guaranties, letters of credit, cash collateral and/or escrow arrangements, Buyer offering as needed, to replace effect the XXXX Guaranty with a substitute guarantee from Buyer or Buyer Parent Guarantor on terms acceptable to Xxxxxx Xxxxxx (provided that the maximum principal amount guaranteed may not be increased) andreplacement of such Support Obligations, if the foregoing is not accepted by Xxxxxx Xxxxxx, Buyer or Buyer Parent Guarantor offering to deliver to Xxxxxx Xxxxxx a letter of credit from a creditworthy United States bank acceptable to Xxxxxx Xxxxxx for the account of Buyer or Buyer Parent Guarantor as applicant in an amount (x) sufficient to cover the entire amount that may be payable under the XXXX Guaranty or (y) such lesser amount deemed sufficient by Xxxxxx Xxxxxx, and, if such offer is accepted by Xxxxxx Xxxxxx, providing such letter of credit to Xxxxxx Xxxxxx in connection accordance with the Closingapplicable requirements of such Support Obligations. Sellers shall reasonably cooperate with Buyer in such effort. (b) If Buyer and Seller are is not successful successful, following the use of commercially reasonable efforts, in obtaining the complete and unconditional release of XXXX Sellers and their Affiliates from its obligations under the XXXX Guaranty prior LTMA Support Obligations as of Closing, then Sellers shall have the right to waive the condition to Closing as contemplated set forth in Section 6.5(a), then Seller or its Affiliates, as applicable, shall cause XXXX to keep in place the XXXX Guaranty, and Buyer shall deliver to Seller at the Closing, and shall keep in place, an irrevocable, standby letter of credit in form and substance reasonably satisfactory to Seller and in an amount equal to the maximum amount of exposure under the XXXX Guaranty and issued by Citibank N.A. pursuant to Buyer Parent Guarantor’s debtor-in-possession credit agreement authorized by the DIP Order or another irrevocable, standby letter of credit on substantially similar terms from a creditworthy financial institution reasonably acceptable to Seller (the “Continuing Support Letter of Credit”9.3(a); provided, however, that as a condition to the continuing maintenance of the XXXX Guaranty:and (i) From and after the Closing, Buyer hereby agrees to indemnify and hold harmless Seller and its Affiliates from and against any and all Losses that may be suffered, incurred or sustained by any of them or to which any of them become subject, resulting from, arising out of or relating to the XXXX Guaranty being in effect on or after the Closing Date (including as a result of any draw or demand for or making of any payment by XXXX under the XXXX Guaranty) with respect to the full extent of the XXXX Guaranty. In furtherance, and not limitation, of the forgoing, if the XXXX Guaranty is drawn upon in accordance with its terms after the Closing Date, upon receipt of written notice thereof from Seller, Buyer shall pay Seller or its designee the amount so drawn upon in accordance with its terms within five (5) Business Days after the date of such written notice. If Buyer fails to pay Seller or its designee within such five (5) Business Day period, Seller may draw upon or otherwise enforce the terms of the Continuing Support Letter of Credit in accordance with the terms thereof; (ii) from and after the Closing, Buyer and Seller shall continue to use Commercially Reasonable Efforts commercially reasonable efforts to obtain promptly the full and unconditional release of XXXX Sellers and their Affiliates from its obligations under the XXXX Guaranty LTMA Support Obligations; (ii) Buyer shall indemnify Sellers (as contemplated applicable) and their Affiliates for any liabilities, losses, costs or expenses incurred by Section 6.5(a); andSellers or their Affiliates in connection with the LTMA Support Obligations arising or accruing after the Closing (excluding any such liabilities, losses, costs or expenses resulting from any breach of the LTMA Support Obligations) by Sellers and their Affiliates; (iii) Buyer shall not, and shall cause the Acquired Companies its Affiliates not to, effect any amendments or modifications or any other changes to the Contracts contracts or obligations to which any of the obligations under the XXXX Guaranty relates LTMA Support Obligations relate, or to the extent such amendment otherwise take any action that in either case would reasonably be expected to increase, extend or modification would increase accelerate the liability of XXXX either Seller or their Affiliates under the XXXX Guaranty or extend the stated maturity of any obligation to which the XXXX Guaranty relatesLTMA Support Obligations, without such Seller’s prior written consent (which consent may be withheld in its sole and absolute discretion).consent; and (civ) If a Continuing Buyer shall deliver to Sellers at the Closing and maintain at all times thereafter until the full and unconditional release of the LTMA Support Letter of Credit is provided pursuant to Obligations in accordance with this Section 6.5(b)7.4, at Sellers’ election, either (A) an irrevocable, standby letter of credit in the expiration or termination amount of the XXXX Guaranty maximum amount of exposure under the LTMA Support Obligations, in form and substance and from an issuing bank reasonably satisfactory to Sellers or (such that it is no longer subject B) a guaranty of the Buyer’s obligations hereunder with respect to restoration or reinstatement)the LTMA Support Obligations from a Person with a Credit Rating of Investment Grade, Seller which guarantee shall deliver or cause be in form and substance reasonably satisfactory to be delivered to Buyer the Continuing Support Letter of Credit for cancellationSellers.