Common use of Support Obligations Clause in Contracts

Support Obligations. (a) Buyer recognizes that Seller and the Non-Company Affiliates have provided credit support to the Companies with respect to the Facilities pursuant to certain credit support obligations set forth on Schedule 6.05(a) and any other credit support entered into in compliance with Section 6.02(b) (collectively, the “Support Obligations”), such Support Obligations (excluding non-dollar denominated guaranties) not to exceed $25,000,000 in the aggregate at any one time. During the Interim Period, Seller and the Non-Company Affiliates agree not to enter into any additional non-dollar denominated Support Obligations without the prior consent of Buyer. Prior to the Closing, Buyer shall use commercially reasonable efforts to effect the full and unconditional release of Seller and the Non-Company Affiliates from all Support Obligations by: (i) furnishing letters of credit containing terms and conditions that are substantially identical to the terms and conditions of existing letters of credit and from lending institutions that are either Investment Grade Persons or have a Credit Rating commensurate with or better than that of lending institutions for existing letters of credit; (ii) instituting escrow arrangements with terms equal to or more favorable to the counterparty than the terms of existing escrow arrangements; and (iii) posting surety or performance bonds issued by an Investment Grade Person or another Person having a net worth or a Credit Rating at least equal to those of the issuer of existing surety or performance bonds, and which replacement surety or performance bond contains terms and conditions that are substantially identical to the terms and conditions of existing surety or performance bonds. (b) Buyer and Seller shall use commercially reasonable efforts to cause the beneficiary or beneficiaries of the Support Obligations to terminate and redeliver to Seller or the Non-Company Affiliates, as applicable, prior to the Closing, each original copy of each original guaranty, letter of credit or other instrument constituting or evidencing such Support Obligations as well as to redeliver to Seller or the Non-Company Affiliate, as applicable, any cash collateral in respect of the Support Obligations and, as to any Support Obligations terminated after the Closing, promptly to redeliver such originals or cash to Seller or the Non-Company Affiliates, as applicable, and in each case, to take such other actions as may be required to terminate such Support Obligations. (c) If Buyer is not successful in obtaining the complete and unconditional release of Seller and the Non-Company Affiliates from the Support Obligations prior to the Closing, then Buyer shall indemnify, defend and hold harmless Seller and the Non-Company Affiliates from and against any and all Losses incurred by any such indemnified Persons in connection with the Support Obligations. Buyer shall, for so long as any Support Obligation remains outstanding, not, and shall cause the Companies not to, effect any amendments or modifications or any other changes to the Contracts to which any of such Support Obligations relate, or otherwise take any action that would effect any change to such Contracts, guaranties or letters of credit, without Seller’s prior written consent. Notwithstanding anything in this Agreement to the contrary, during the Interim Period, Buyer shall have the right to contact and have discussions with each beneficiary of a Support Obligation in order to satisfy its obligations under this Section 6.05; provided, that (i) Buyer shall give Seller prior notice before making any such contact, (ii) Seller shall have the right to have one of its Representatives present on the telephone line or in person, as applicable, during any such contact or discussion, (iii) Buyer shall only contact and hold discussions with such beneficiaries through Representatives of Buyer previously approved by Seller, and (iv) Buyer shall cause such Representatives to comply with all procedures and protocols regarding such contacts and discussions that may be established by Seller. Notwithstanding the foregoing, in no event shall this Section 6.05(c) entitle Seller to receive any confidential information of Buyer. (d) Prior to the Release Date, Buyer agrees not to assign, sell, transfer or convey all or any portion of the Company Interests and shall cause the Companies not to assign, sell, transfer or convey all or any substantial portion of the Purchased Assets, in a single transaction or series of related transactions, in each case without the assignment to the transferee of the rights of Buyer under this Agreement and the assumption in writing by the transferee (which assumption shall be enforceable by Seller) of the obligations of Buyer under this Agreement (including the obligations of Buyer pursuant to Section 6.05(c)); provided that, for the avoidance of doubt, the sale of equity interests of Buyer (whether accomplished by merger or otherwise) shall not be deemed a sale, transfer, conveyance or assignment for purposes of this Section 6.05. Any assignment, sale, transfer or conveyance in contravention of the preceding sentence shall be null and void ab initio. Buyer agrees to provide Seller with a copy of such assignment and assumption agreement prior to execution and prior to the assignment, sale, transfer or conveyance and a copy of the executed assignment and assumption agreement which shall be in the same form with such changes as Seller may reasonably request. Upon such an assignment, sale, transfer or conveyance pursuant to which the transferee assumes all of Buyer’s rights and obligations under this Agreement, Buyer shall have no further rights or obligations under this Agreement (except for obligations relating to breaches by Buyer occurring prior to the date of the assignment, sale, transfer or conveyance). The “Release Date” shall be the later of the date on which all of the Support Obligations have been fully and unconditionally released and the date on which Seller has no more obligations owing to Buyer under this Agreement.

Support Obligations. (ae) Buyer The Purchaser recognizes that AQ Seller and the Non-Company certain of its Affiliates have provided credit support to the Companies Company, its Subsidiaries and the SRO Business and may (but shall not be obligated to) provide other credit support in connection with the transactions contemplated by this Agreement (including with respect to the Facilities pursuant to certain credit support obligations set forth on letters of credit, guarantees and other Support Obligations contemplated by Schedule 6.05(a) and any other credit support entered into in compliance with Section 6.02(b) (12.06(a), collectively, the “Support Obligations”). The Purchaser shall, such and shall cause its Affiliates to, (i) use reasonable best efforts with respect to all Support Obligations (excluding non-dollar denominated guaranties) not to exceed $25,000,000 in the aggregate at any one time. During the Interim Period, Seller and the Non-Company Affiliates agree not to enter into any additional non-dollar denominated Support Obligations without the prior consent of Buyer. Prior that relate primarily to the ClosingSRO Business, Buyer shall use commercially reasonable efforts to effect obtain the full and unconditional release of AQ Seller and the Non-Company its Affiliates from all Support Obligations by: (i) furnishing letters thereunder with no further obligation, Liabilities or Losses to AQ Seller or any of credit containing terms its Affiliates and conditions that are substantially identical to the terms and conditions of existing letters of credit and from lending institutions that are either Investment Grade Persons or have a Credit Rating commensurate with or better than that of lending institutions for existing letters of credit; (ii) instituting escrow arrangements with terms equal respect to or more favorable Support Obligations that are not primarily related to the counterparty SRO Business but that relate to both the SRO Business and the remaining businesses of AQ Holdings and its Subsidiaries (other than the terms Company and its Subsidiaries), use reasonable best efforts to obtain the full and unconditional release of existing escrow arrangements; and (iii) posting surety AQ Seller and its Affiliates from the portion of such Support Obligations as relate, in whole or performance bonds issued by an Investment Grade Person or another Person having a net worth or a Credit Rating at least equal to those of the issuer of existing surety or performance bondsin part, and which replacement surety or performance bond contains terms and conditions that are substantially identical to the terms SRO Business, in each case effective either on the Closing Date or on a date as soon as reasonably practicable thereafter. The Purchaser shall indemnify and conditions of existing surety or performance bondshold harmless the Sellers and their Affiliates from any Losses arising from the fact that the Purchaser is unable to obtain releases contemplated by this Section 12.06(a) prior to the Closing. (bf) Buyer The Purchaser shall, and Seller shall cause its Affiliates to, use commercially its reasonable best efforts to cause the beneficiary or beneficiaries of the Support Obligations to terminate and redeliver to AQ Seller or the Non-Company its Affiliates, as applicable, prior to the Closingas soon as practicable, each original copy of each original guaranty, letter of credit or other instrument constituting or evidencing such the Support Obligations referred to in Section 12.06(a) above, as well as to redeliver to AQ Seller or the Non-Company Affiliate, as applicableand its Affiliates, any cash collateral or other collateral in respect of the such Support Obligations and, as to any Support Obligations terminated after the Closing, promptly to redeliver such originals or cash to AQ Seller or its Affiliates (other than the Non-Company Affiliatesand its Subsidiaries), as applicable, and and, in each case, to cooperate and take such other actions as may be reasonably required to terminate or otherwise relieve AQ Seller and its Affiliates (other than the Company and its Subsidiaries) of such Support ObligationsObligations as relate, in whole or in part to the SRO Business, including executing and delivering any assumption agreements required by the counterparties to any Support Obligations (e.g., insurers). (cg) If Buyer is not successful in obtaining At the complete and unconditional release of Seller and the Non-Company Affiliates from the Support Obligations Purchaser’s written request prior to the Closing, then Buyer AQ Seller shall indemnify, defend and hold harmless Seller and cooperate with the Non-Company Affiliates from and against Purchaser in any and all Losses incurred by any such indemnified Persons reasonable manner in connection with the Support Obligations. Buyer shall, for so long as any Support Obligation remains outstanding, not, covenants of the Purchaser described in Section 12.06(a) and shall cause the Companies not to, effect any amendments or modifications or any other changes to the Contracts to which any of such Support Obligations relate, or otherwise take any action that would effect any change to such Contracts, guaranties or letters of credit, without Seller’s prior written consent. Notwithstanding anything in this Agreement to the contrary, during the Interim Period, Buyer shall have the right to contact and have discussions with each beneficiary of a Support Obligation in order to satisfy its obligations under this Section 6.0512.06(b); provided, that (i) Buyer such cooperation shall give Seller prior notice before making not include any such contact, (ii) Seller shall have the right to have one requirement of its Representatives present on the telephone line or in person, as applicable, during any such contact or discussion, (iii) Buyer shall only contact and hold discussions with such beneficiaries through Representatives of Buyer previously approved by Seller, and (iv) Buyer shall cause such Representatives to comply with all procedures and protocols regarding such contacts and discussions that may be established by Seller. Notwithstanding the foregoing, in no event shall this Section 6.05(c) entitle AQ Seller to receive expend money, commence any confidential information of Buyer. litigation or arbitration proceeding or offer or grant any accommodation (d) Prior to the Release Date, Buyer agrees not to assign, sell, transfer or convey all or any portion of the Company Interests and shall cause the Companies not to assign, sell, transfer or convey all or any substantial portion of the Purchased Assets, in a single transaction or series of related transactions, in each case without the assignment to the transferee of the rights of Buyer under this Agreement and the assumption in writing by the transferee (which assumption shall be enforceable by Seller) of the obligations of Buyer under this Agreement (including the obligations of Buyer pursuant to Section 6.05(c)); provided that, for the avoidance of doubt, the sale of equity interests of Buyer (whether accomplished by merger financial or otherwise) shall not be deemed a sale, transfer, conveyance or assignment for purposes of this Section 6.05. Any assignment, sale, transfer or conveyance in contravention of the preceding sentence shall be null and void ab initio. Buyer agrees to provide Seller with a copy of such assignment and assumption agreement prior to execution and prior to the assignment, sale, transfer or conveyance and a copy of the executed assignment and assumption agreement which shall be in the same form with such changes as Seller may reasonably request. Upon such an assignment, sale, transfer or conveyance pursuant to which the transferee assumes all of Buyer’s rights and obligations under this Agreement, Buyer shall have no further rights or obligations under this Agreement (except for obligations relating to breaches by Buyer occurring prior to the date of the assignment, sale, transfer or conveyance). The “Release Date” shall be the later of the date on which all of the Support Obligations have been fully and unconditionally released and the date on which Seller has no more obligations owing to Buyer under this Agreementany third party.

Support Obligations. (a) Buyer The Purchaser recognizes that the Seller and the Non-Company MCH Affiliates have provided credit and other contractual support and assurances to or for the benefit of the MCH Companies with respect to the Facilities their business and Assets pursuant to certain credit support the obligations set forth on Schedule 6.05(a) and any other credit support entered into designated as “Support Obligations” in compliance with Section 6.02(b) the Company Schedules (collectively, the “Support Obligations”). (b) Effective as of each Closing Date for a Portfolio Segment, such Support Obligations (excluding non-dollar denominated guaranties) not to exceed $25,000,000 in the aggregate at any one time. During the Interim Period, Seller and the Non-Company Affiliates agree not to enter into any additional non-dollar denominated Support Obligations without the prior consent of Buyer. Prior to the Closing, Buyer Purchaser shall together use their commercially reasonable efforts to effect obtain the full and unconditional release of the Seller and the Non-Company MCH Affiliates from all the Support Obligations related to such Portfolio Segment, including by: (i) The Purchaser or the Purchaser Parent providing substitute guarantees or assurances with the same terms as the existing guarantees; (ii) furnishing letters of credit containing terms and conditions that are substantially identical to the terms and conditions of existing letters of credit and from lending institutions that are either Investment Grade Persons or have a Credit Rating commensurate with or better than that of lending institutions for existing letters of credit; (iiiii) instituting escrow arrangements with terms equal comparable to or more favorable to the counterparty than the terms of existing escrow arrangements; and; (iiiiv) posting surety or performance bonds issued by an Investment Grade Person or another a Person having a net worth or a Credit Rating at least equal to those of the issuer of existing surety or performance bonds, and which replacement surety or performance bond contains terms and conditions that are substantially identical to the terms and conditions of existing surety or performance bonds; and, (v) replacing any other security agreement or arrangement on substantially identical terms and conditions to the existing security agreement or arrangement. (bc) Buyer Prior to the Closing Date, the Seller and Seller the Purchaser shall use commercially reasonable efforts to cause cooperate with the goal of causing the beneficiary or beneficiaries of the such Support Obligations to terminate and redeliver to the Seller or on the Non-Company Affiliates, as applicable, prior to the Closing, Closing Date each original copy of each original guarantyguarantee, letter of credit or other instrument or document constituting or evidencing such Support Obligations as well as to redeliver to Seller or the Non-Company Affiliate, as applicable, any cash collateral in respect of the Support Obligations and, as to any Support Obligations terminated after the Closing, promptly to redeliver such originals or cash to Seller or the Non-Company Affiliates, as applicable, and in each case, to take such other actions as may be required to terminate such Support Obligations. (cd) If Buyer is the Seller and the Purchaser are not successful successful, following the use of commercially reasonable efforts, in obtaining the complete and unconditional release of the Seller and the Non-Company MCH Affiliates from the such Support Obligations prior to the Closingsuch Closing Date, then Buyer the Purchaser shall indemnify, defend and hold harmless Seller and cause the Non-Company Affiliates from and against any and all Losses incurred by any Purchaser Parent to provide a Purchaser Parent Guaranty with respect to such indemnified Persons in connection with the Support Obligations. Buyer shallFurthermore, the Purchaser agrees, for so long as any Support Obligation remains outstanding, notnot to, and shall to cause the corresponding MCH Companies not to, effect any amendments or modifications or any other changes to the Contracts to which any of such Support Obligations relate, or to otherwise take any action that would effect any change to such Contracts, guaranties guarantees or letters of creditcredit in either case, in a manner that would increase, extend, or accelerate the liability of the Seller or the Non-MCH Affiliates under any Support Obligation, without the Seller’s prior written consent. . (e) Notwithstanding anything in this Agreement to the contrary, during the Interim Period, Buyer and for so long as any Support Obligation remains outstanding, the Seller and the Purchaser shall each have the right right, after reasonable written notice to the other, to contact and have discussions with each beneficiary of a Support Obligation in order to satisfy its obligations under this Section 6.056.6; provided, that (i) Buyer shall give Seller prior notice before making any such contact, (ii) Seller the other Party shall have the right to have one of its Representatives present on the telephone line or in person, as applicable, during any such contact or discussion, (iii) Buyer shall only contact ; and hold discussions with such beneficiaries through Representatives of Buyer previously approved by Seller, and (iv) Buyer each Party shall cause such Representatives to comply with all procedures and protocols regarding such contacts and discussions that may be reasonably established by Seller. Notwithstanding the foregoing, in no event shall this Section 6.05(c) entitle Seller to receive any confidential information of BuyerParties. (d) Prior to the Release Date, Buyer agrees not to assign, sell, transfer or convey all or any portion of the Company Interests and shall cause the Companies not to assign, sell, transfer or convey all or any substantial portion of the Purchased Assets, in a single transaction or series of related transactions, in each case without the assignment to the transferee of the rights of Buyer under this Agreement and the assumption in writing by the transferee (which assumption shall be enforceable by Seller) of the obligations of Buyer under this Agreement (including the obligations of Buyer pursuant to Section 6.05(c)); provided that, for the avoidance of doubt, the sale of equity interests of Buyer (whether accomplished by merger or otherwise) shall not be deemed a sale, transfer, conveyance or assignment for purposes of this Section 6.05. Any assignment, sale, transfer or conveyance in contravention of the preceding sentence shall be null and void ab initio. Buyer agrees to provide Seller with a copy of such assignment and assumption agreement prior to execution and prior to the assignment, sale, transfer or conveyance and a copy of the executed assignment and assumption agreement which shall be in the same form with such changes as Seller may reasonably request. Upon such an assignment, sale, transfer or conveyance pursuant to which the transferee assumes all of Buyer’s rights and obligations under this Agreement, Buyer shall have no further rights or obligations under this Agreement (except for obligations relating to breaches by Buyer occurring prior to the date of the assignment, sale, transfer or conveyance). The “Release Date” shall be the later of the date on which all of the Support Obligations have been fully and unconditionally released and the date on which Seller has no more obligations owing to Buyer under this Agreement.

Support Obligations. (a) Buyer recognizes that Seller and the Non-Company Affiliates have provided credit support to the Companies with respect to the Facilities pursuant to certain credit support obligations set forth on Schedule 6.05(a) and any other credit support entered into in compliance with Section 6.02(b) (collectively, the “Support Obligations”"SUPPORT OBLIGATIONS"), such Support Obligations (excluding non-dollar denominated guaranties) not to exceed $25,000,000 in the aggregate at any one time. During the Interim Period, Seller and the Non-Company Affiliates agree not to enter into any additional non-dollar denominated Support Obligations without the prior consent of Buyer. Prior to the Closing, Buyer shall use commercially reasonable efforts to effect the full and unconditional release of Seller and the Non-Company Affiliates from all Support Obligations Obligations, including by: (i) furnishing letters of credit containing terms and conditions that are substantially identical to the terms and conditions of existing letters of credit and from lending institutions that are either Investment Grade Persons or have a Credit Rating commensurate with or better than that of lending institutions for existing letters of credit; (ii) instituting escrow arrangements with terms equal to or more favorable to the counterparty than the terms of existing escrow arrangements; and; (iii) posting surety or performance bonds issued by an Investment Grade Person or another a Person having a net worth or a Credit Rating at least equal to those of the issuer of existing surety or performance bonds, and which replacement surety or performance bond contains terms and conditions that are substantially identical to the terms and conditions of existing surety or performance bonds; (iv) replacing any other security agreement or arrangement on substantially identical terms and conditions to the existing security agreement or arrangement; and (v) providing substitute guaranties from an Investment Grade entity to the counterparty with terms substantially identical to the terms of existing guaranties. (b) Buyer and Seller shall use commercially reasonable efforts to cause the beneficiary or beneficiaries of the Support Obligations to terminate and redeliver to Seller or the Non-Company Affiliates, as applicable, prior to the Closing, Closing each original copy of each original guaranty, letter of credit or other instrument constituting or evidencing such Support Obligations as well as to redeliver to Seller or the Non-Company Affiliate, as applicable, any cash collateral in respect of the Support Obligations and, as to any Support Obligations terminated after the Closing, promptly to redeliver such originals or cash to Seller or the Non-Company Affiliates, as applicableSeller, and in each case, to take such other actions as may be required to terminate such Support Obligations. (c) If Buyer is not successful in obtaining the complete and unconditional release of Seller and the Non-Company Affiliates from the Support Obligations prior to the Closing, then at Seller's option, Seller shall have the right to waive the performance by Buyer shall of Section 6.05(a) and Section 6.05(b), and if Seller does so waive such sections, Buyer shall, at Seller's option, indemnify, defend and hold harmless Seller and the Non-Company Affiliates from and against any and all Losses incurred by any such indemnified Persons in connection with the Support ObligationsObligations or shall provide other credit support to Seller in form and substance satisfactory to Seller. Buyer shall, for so long as any Support Obligation remains outstanding, not, and shall cause the Companies not to, effect any amendments or modifications or any other changes to the Contracts to which any of such Support Obligations relate, or to otherwise take any action that would effect any change to such Contracts, guaranties or letters of credit, in either case that adversely affects the rights of Seller or the Non-Company Affiliates thereunder, without Seller’s 's prior written consent. Notwithstanding anything in this Agreement to the contrary, during the Interim Period, Buyer shall have the right to contact and have discussions with each beneficiary of a Support Obligation in order to satisfy its obligations under this Section 6.05; provided, however, that (i) Buyer shall give Seller prior notice before making any such contact, (ii) Seller shall have the right to have one of its Representatives present on the telephone line or in person, as applicable, during any such contact or discussion, (iii) Buyer shall only contact and hold discussions with such beneficiaries through Representatives of Buyer previously approved by Seller, Seller and (iv) Buyer shall cause such Representatives to comply with all procedures and protocols regarding such contacts and discussions that may be established by Seller. Notwithstanding the foregoing, in no event shall this Section 6.05(c) entitle Seller to receive any confidential information of Buyer. (d) Prior to the Release Date, Buyer agrees not to assign, sell, transfer or convey all or any portion of the Company Interests and shall cause the Companies not to assign, sell, transfer or convey all or any substantial portion of the Purchased Assets, in a single transaction or series of related transactions, in each case without the assignment to the transferee of the rights of Buyer under this Agreement and the assumption in writing by the transferee (which assumption shall be enforceable by Seller) of the obligations of Buyer under this Agreement (including the obligations of Buyer pursuant to Section 6.05(c)); provided that, for the avoidance of doubt, the sale of equity interests of Buyer (whether accomplished by merger or otherwise) shall not be deemed a sale, transfer, conveyance or assignment for purposes of this Section 6.05. Any assignment, sale, transfer or conveyance in contravention of the preceding sentence shall be null and void ab initio. Buyer agrees to provide Seller with a copy of such assignment and assumption agreement prior to execution and prior to the assignment, sale, transfer or conveyance and a copy of the executed assignment and assumption agreement which shall be in the same form with such changes as Seller may reasonably request. Upon such an assignment, sale, transfer or conveyance pursuant to which the transferee assumes all of Buyer’s rights and obligations under this Agreement, Buyer shall have no further rights or obligations under this Agreement (except for obligations relating to breaches by Buyer occurring prior to the date of the assignment, sale, transfer or conveyance). The “Release Date” shall be the later of the date on which all of the Support Obligations have been fully and unconditionally released and the date on which Seller has no more obligations owing to Buyer under this Agreement.

Support Obligations. (a) Buyer recognizes that Seller and the Non-Company Affiliates have provided credit support to the Companies with respect to the Facilities pursuant to certain credit support obligations set forth on Schedule 6.05(a) and any other credit support entered into in compliance with Section 6.02(b) (collectively, the “Support ObligationsSUPPORT OBLIGATIONS”), such Support Obligations (excluding non-dollar denominated guaranties) not to exceed $25,000,000 in the aggregate at any one time. During the Interim Period, Seller and the Non-Company Affiliates agree not to enter into any additional non-dollar denominated Support Obligations without the prior consent of Buyer. Prior to the Closing, Buyer shall use commercially reasonable efforts to effect the full and unconditional release of Seller and the Non-Company Affiliates from all Support Obligations Obligations, including by: (i) furnishing letters of credit containing terms and conditions that are substantially identical to the terms and conditions of existing letters of credit and from lending institutions that are either Investment Grade Persons or have a Credit Rating commensurate with or better than that of lending institutions for existing letters of credit; (ii) instituting escrow arrangements with terms equal to or more favorable to the counterparty than the terms of existing escrow arrangements; and; (iii) posting surety or performance bonds issued by an Investment Grade Person or another a Person having a net worth or a Credit Rating at least equal to those of the issuer of existing surety or performance bonds, and which replacement surety or performance bond contains terms and conditions that are substantially identical to the terms and conditions of existing surety or performance bonds; (iv) replacing any other security agreement or arrangement on substantially identical terms and conditions to the existing security agreement or arrangement; and (v) providing substitute guaranties from an Investment Grade entity to the counterparty with terms substantially identical to the terms of existing guaranties. (b) Buyer and Seller shall use commercially reasonable efforts to cause the beneficiary or beneficiaries of the Support Obligations to terminate and redeliver to Seller or the Non-Company Affiliates, as applicable, prior to the Closing, Closing each original copy of each original guaranty, letter of credit or other instrument constituting or evidencing such Support Obligations as well as to redeliver to Seller or the Non-Company Affiliate, as applicable, any cash collateral in respect of the Support Obligations and, as to any Support Obligations terminated after the Closing, promptly to redeliver such originals or cash to Seller or the Non-Company Affiliates, as applicableSeller, and in each case, to take such other actions as may be required to terminate such Support Obligations. (c) If Buyer is not successful in obtaining the complete and unconditional release of Seller and the Non-Company Affiliates from the Support Obligations prior to the Closing, then at Seller’s option, Seller shall have the right to waive the performance by Buyer shall of Section 6.05(a) and Section 6.05(b), and if Seller does so waive such sections, Buyer shall, at Seller’s option, indemnify, defend and hold harmless Seller and the Non-Company Affiliates from and against any and all Losses incurred by any such indemnified Persons in connection with the Support ObligationsObligations or shall provide other credit support to Seller in form and substance satisfactory to Seller. Buyer shall, for so long as any Support Obligation remains outstanding, not, and shall cause the Companies not to, effect any amendments or modifications or any other changes to the Contracts to which any of such Support Obligations relate, or to otherwise take any action that would effect any change to such Contracts, guaranties or letters of credit, in either case that adversely affects the rights of Seller or the Non-Company Affiliates thereunder, without Seller’s prior written consent. Notwithstanding anything in this Agreement to the contrary, during the Interim Period, Buyer shall have the right to contact and have discussions with each beneficiary of a Support Obligation in order to satisfy its obligations under this Section 6.05; provided, however, that (i) Buyer shall give Seller prior notice before making any such contact, (ii) Seller shall have the right to have one of its Representatives present on the telephone line or in person, as applicable, during any such contact or discussion, (iii) Buyer shall only contact and hold discussions with such beneficiaries through Representatives of Buyer previously approved by Seller, Seller and (iv) Buyer shall cause such Representatives to comply with all procedures and protocols regarding such contacts and discussions that may be established by Seller. Notwithstanding the foregoing, in no event shall this Section 6.05(c) entitle Seller to receive any confidential information of Buyer. (d) Prior to the Release Date, Buyer agrees not to assign, sell, transfer or convey all or any portion of the Company Interests and shall cause the Companies not to assign, sell, transfer or convey all or any substantial portion of the Purchased Assets, in a single transaction or series of related transactions, in each case without the assignment to the transferee of the rights of Buyer under this Agreement and the assumption in writing by the transferee (which assumption shall be enforceable by Seller) of the obligations of Buyer under this Agreement (including the obligations of Buyer pursuant to Section 6.05(c)); provided that, for the avoidance of doubt, the sale of equity interests of Buyer (whether accomplished by merger or otherwise) shall not be deemed a sale, transfer, conveyance or assignment for purposes of this Section 6.05. Any assignment, sale, transfer or conveyance in contravention of the preceding sentence shall be null and void ab initio. Buyer agrees to provide Seller with a copy of such assignment and assumption agreement prior to execution and prior to the assignment, sale, transfer or conveyance and a copy of the executed assignment and assumption agreement which shall be in the same form with such changes as Seller may reasonably request. Upon such an assignment, sale, transfer or conveyance pursuant to which the transferee assumes all of Buyer’s rights and obligations under this Agreement, Buyer shall have no further rights or obligations under this Agreement (except for obligations relating to breaches by Buyer occurring prior to the date of the assignment, sale, transfer or conveyance). The “Release Date” shall be the later of the date on which all of the Support Obligations have been fully and unconditionally released and the date on which Seller has no more obligations owing to Buyer under this Agreement.

Support Obligations. (a) Buyer recognizes that Seller Sellers and the Non-Company certain of their Affiliates have provided credit support to the Companies with respect Company pursuant to the Facilities pursuant to certain credit support obligations set forth on in Schedule 6.05(a) and any other credit support entered into in compliance with Section 6.02(b5.4(a) (collectively, the “Support Obligations”"SUPPORT OBLIGATIONS"), such Support Obligations . (excluding non-dollar denominated guarantiesb) not to exceed $25,000,000 in the aggregate at any one time. During the Interim Period, Seller and the Non-Company Affiliates agree not to enter into any additional non-dollar denominated Support Obligations without the prior consent of Buyer. Prior to the Closing, Buyer shall use commercially reasonable efforts to effect the full and unconditional release of Seller Sellers and the Non-Company their Affiliates from all the Support Obligations Obligations, including by: (i) providing substitute guarantees with terms equal to or more favorable to the counterparty than the terms of existing guarantees; (ii) furnishing letters of credit containing terms and conditions that are substantially identical to the terms and conditions of existing letters of credit and from lending institutions that are either Investment Grade Persons or have a Credit Rating commensurate with or better than that of lending institutions for existing letters of credit; (ii) instituting escrow arrangements with terms equal to or more favorable to the counterparty than the terms of existing escrow arrangements; andor (iii) posting surety or performance bonds issued by an Investment Grade Person or another a Person having a net worth or a Credit Rating at least equal to those of the issuer of existing surety or performance bonds, and which replacement surety or performance bond contains bonds contain terms and conditions that are substantially identical to the terms and conditions of existing surety or performance bonds. (bc) Prior to Closing, Buyer and Seller shall use commercially reasonable efforts to cause the beneficiary or beneficiaries of the Support Obligations to terminate and redeliver to Seller or the Non-Company Affiliates, as applicable, prior to the Closing, Sellers each original copy of each original guarantyguarantee, letter of credit or other instrument constituting or evidencing such Support Obligations as well as to redeliver to Seller or the Non-Company Affiliate, as applicable, any cash collateral in respect of the Support Obligations and, as to any Support Obligations terminated after the Closing, promptly to redeliver such originals or cash to Seller or the Non-Company Affiliates, as applicable, and in each case, to take such other actions as may be required to terminate such Support Obligations. (cd) If Buyer is not successful successful, following the use of commercially reasonable efforts, in obtaining the complete and unconditional release of Seller Sellers and the Non-Company their Affiliates from the Support Obligations prior to the Closing, then Buyer shall indemnify, defend continue to use commercially reasonable efforts after the Closing to cause such complete and unconditional release. Buyer shall indemnify and hold Sellers and their Affiliates harmless Seller and the Non-Company Affiliates from and against after the Closing Date for any and all Losses incurred by any arising out of or relating to such indemnified Persons in connection with the Support Obligations. Furthermore, Buyer shallagrees, for so long as any Support Obligation remains outstanding, notnot to, and shall to cause the Companies Company not to, effect any amendments or modifications or any other changes to the Contracts to which any of such Support Obligations relate, or to otherwise take any action that would effect any change to such Contracts, guaranties in either case, in a manner that would increase the liability of Sellers or letters of credittheir Affiliates under any Support Obligation, without each Seller’s 's prior written consent. . (e) Notwithstanding anything in this Agreement to the contrary, during the Interim Period, Buyer shall have the right to contact and have discussions with each beneficiary of a Support Obligation in order to satisfy its obligations under this Section 6.055.4; provided, that (i) Buyer shall give Seller prior notice before making any such contact, (ii) Seller Sellers shall have the right to have one of its their Representatives present on the telephone line or in person, as applicable, during any such contact or discussion, (iii) ; Buyer shall only contact and hold discussions with such beneficiaries through Representatives of Buyer previously approved by Seller, Sellers; and (iv) Buyer shall cause such Representatives to comply with all procedures and protocols regarding such contacts and discussions that reasonably may be established by Seller. Notwithstanding the foregoing, in no event shall this Section 6.05(c) entitle Seller to receive any confidential information of BuyerSellers. (d) Prior to the Release Date, Buyer agrees not to assign, sell, transfer or convey all or any portion of the Company Interests and shall cause the Companies not to assign, sell, transfer or convey all or any substantial portion of the Purchased Assets, in a single transaction or series of related transactions, in each case without the assignment to the transferee of the rights of Buyer under this Agreement and the assumption in writing by the transferee (which assumption shall be enforceable by Seller) of the obligations of Buyer under this Agreement (including the obligations of Buyer pursuant to Section 6.05(c)); provided that, for the avoidance of doubt, the sale of equity interests of Buyer (whether accomplished by merger or otherwise) shall not be deemed a sale, transfer, conveyance or assignment for purposes of this Section 6.05. Any assignment, sale, transfer or conveyance in contravention of the preceding sentence shall be null and void ab initio. Buyer agrees to provide Seller with a copy of such assignment and assumption agreement prior to execution and prior to the assignment, sale, transfer or conveyance and a copy of the executed assignment and assumption agreement which shall be in the same form with such changes as Seller may reasonably request. Upon such an assignment, sale, transfer or conveyance pursuant to which the transferee assumes all of Buyer’s rights and obligations under this Agreement, Buyer shall have no further rights or obligations under this Agreement (except for obligations relating to breaches by Buyer occurring prior to the date of the assignment, sale, transfer or conveyance). The “Release Date” shall be the later of the date on which all of the Support Obligations have been fully and unconditionally released and the date on which Seller has no more obligations owing to Buyer under this Agreement.

Support Obligations. (a) Buyer recognizes that Seller and certain of the Non-Company Affiliates have provided credit support to certain of the Project Companies with respect to the Facilities Projects pursuant to certain credit support obligations obligations, all of which that are outstanding as of the date hereof are set forth on Schedule 6.05(a) and any other credit support entered into in compliance with Section 6.02(b6.5(a) (collectively, the “Support Obligations”), such Support Obligations . (excluding non-dollar denominated guarantiesb) not to exceed $25,000,000 in the aggregate at any one time. During the Interim Period, Seller and the Non-Company Affiliates agree not to enter into any additional non-dollar denominated Support Obligations without the prior consent of Buyer. Prior to the Closing, Buyer shall use commercially reasonable efforts to effect the full and unconditional release release, effective as of Seller and the Closing Date, of the Non-Company Affiliates from all Support Obligations (provided, that with respect to any Support Obligations posted or maintained in connection with an Affiliate Contract, the terms of this Section 6.5 shall apply only to such Support Obligations posted or maintained in connection with those Affiliate Contracts that become Assigned Contracts) including by: (i) subject to Schedule 6.5(a), furnishing letters a letter of credit to replace each existing letter of credit that is a Support Obligation containing terms and conditions that are substantially identical to the terms and conditions of such existing letters letter of credit and from lending institutions that are either Investment Grade Persons or have a Credit Rating commensurate with or better than that of lending institutions for such existing letters letter of credit;; and (ii) instituting escrow arrangements with terms equal to or more favorable to in the counterparty than the terms of existing escrow arrangements; and (iii) posting surety or performance bonds issued by an Investment Grade Person or another Person having a net worth or a Credit Rating at least equal to those case of the issuer Amended and Restated High Desert Power Master Power Purchase and Sales Agreement dated April 22, 2002 (the “CDWR Agreement”), between High Desert and the California Department of existing surety Water Resources (“CDWR”), if required, (x) furnishing a subordinated mortgage and security agreement as contemplated by Special Condition 9(ii) thereof or performance bonds, and which replacement surety or performance bond contains terms and conditions that are substantially identical to the terms and conditions of existing surety or performance bonds(y) as provided in Schedule 6.5(a)(2). (bc) Buyer and Seller shall use commercially reasonable efforts to cause the beneficiary or beneficiaries of the Support Obligations to terminate and redeliver to Seller or the Non-Company Affiliates, as applicable, prior to the Closing, one of its Affiliates each original copy of each original guaranty, letter of credit or other instrument constituting or evidencing such Support Obligations as well as released or replaced pursuant to redeliver to Seller or the Non-Company Affiliate, as applicable, any cash collateral in respect of the Support Obligations and, as to any Support Obligations terminated after the Closing, promptly to redeliver such originals or cash to Seller or the Non-Company Affiliates, as applicable, and in each case, to take such other actions as may be required to terminate such Support ObligationsSection 6.5(b). (cd) If Buyer is not successful in obtaining the complete and unconditional release of Seller and the Non-Company Affiliates from the any Support Obligations prior to Closing (each such Support Obligation, until such time as such Support Obligation is released in accordance with this Section 6.5, a “Continuing Support Obligation”), then, subject to Section 6.5(e) and Schedule 6.5(a), Seller or its Affiliates, as applicable, shall keep in place such guaranty, letter of credit or other instrument as is necessary to maintain each Continuing Support Obligations, and Buyer shall deliver to Seller at the Closing in accordance with this Section 6.5 and Schedule 6.5(a) support for Buyer’s obligations pursuant to clause (ii) below (the “Continuing Support Letter of Credit”); provided, however, that notwithstanding the foregoing: (i) from and after the Closing, then Buyer shall indemnify, defend continue to use commercially reasonable efforts to obtain the full and hold harmless Seller and unconditional release of the Non-Company Affiliates from and against any and all Losses incurred by any such indemnified Persons in connection with the each Continuing Support Obligations. Obligation; and (ii) Buyer shall, for so long as any Support Obligation remains outstanding, shall not, and shall cause the Project Companies not to, effect any amendments or modifications or any other changes to the Contracts contracts or obligations to which any of such the Continuing Support Obligations relate, or to otherwise take any action that would effect could increase the liability of the Non-Company Affiliates under any change to such Contracts, guaranties Continuing Support Obligation or letters extend the stated maturity of creditany Continuing Support Obligation, without Seller’s prior written consent. Notwithstanding anything in this Agreement to the contrary, during which consent shall not be unreasonably withheld or delayed. (e) During the Interim Period, Buyer shall have the right to contact and have discussions with each beneficiary of a Support Obligation in order to satisfy its obligations under this Section 6.056.5; provided, however, that (i) Buyer shall give Seller not less than five Business Days’ prior notice before making any such contact, (ii) Seller shall have the right to have one of its Representatives present on the via telephone line or in person, as applicable, during any such contact or discussion, (iii) Buyer shall only contact and hold discussions with such beneficiaries through Representatives of Buyer previously approved by Seller, and (iv) Buyer shall cause such Representatives to comply with all reasonable procedures and protocols regarding such contacts and discussions that may be established by Seller. Notwithstanding the foregoing, in no event shall this Section 6.05(c) entitle Seller to receive any confidential information of Buyer. (d) Prior to the Release Date, Buyer agrees not to assign, sell, transfer or convey all or any portion of the Company Interests and shall cause the Companies not to assign, sell, transfer or convey all or any substantial portion of the Purchased Assets, in a single transaction or series of related transactions, in each case without the assignment to the transferee of the rights of Buyer under this Agreement and the assumption in writing by the transferee (which assumption shall be enforceable by Seller) of the obligations of Buyer under this Agreement (including the obligations of Buyer pursuant to Section 6.05(c)); provided that, for the avoidance of doubt, the sale of equity interests of Buyer (whether accomplished by merger or otherwise) shall not be deemed a sale, transfer, conveyance or assignment for purposes of this Section 6.05. Any assignment, sale, transfer or conveyance in contravention of the preceding sentence shall be null and void ab initio. Buyer agrees to provide Seller with a copy of such assignment and assumption agreement prior to execution and prior to the assignment, sale, transfer or conveyance and a copy of the executed assignment and assumption agreement which shall be in the same form with such changes as Seller may reasonably request. Upon such an assignment, sale, transfer or conveyance pursuant to which the transferee assumes all of Buyer’s rights and obligations under this Agreement, Buyer shall have no further rights or obligations under this Agreement (except for obligations relating to breaches by Buyer occurring prior to the date of the assignment, sale, transfer or conveyance). The “Release Date” shall be the later of the date on which all of the Support Obligations have been fully and unconditionally released and the date on which Seller has no more obligations owing to Buyer under this Agreement.