Common use of FINANCIAL OBLIGATIONS Clause in Contracts

FINANCIAL OBLIGATIONS. At or prior to the Closing, Purchaser and Seller shall cooperate with one another and shall use their respective reasonable best efforts to (a) arrange for substitute letters of credit, surety bonds, security deposits, Purchaser guarantees and other contractual obligations to replace (or backstop in a manner satisfactory to Seller, acting reasonably) the outstanding letters of credit, surety bonds, security deposits, guarantees and other contractual obligations entered into by or on behalf of Seller, any Seller Entity or any of their respective Affiliates (other than the Purchased Companies) to the extent relating to the Business, the Purchased Assets or the Assumed Liabilities listed on Section 5.9 of the Seller Disclosure Schedules (together, the “Guarantees”) or (b) to the extent permitted by applicable Law and the terms thereof, cause Purchaser to assume all obligations (solely to the extent relating to the Business) under each Guarantee, and use reasonable best efforts to obtain from the creditor, lessor or sublessor or other counterparty a full and irrevocable release (a “Release”) of Seller and its Affiliates that are liable, directly or indirectly, for reimbursement to the creditor or fulfillment of other Liabilities to a counterparty in connection with the Guarantees; provided that Purchaser shall not be obligated to contribute any capital or pay any consideration in any form. To the extent the beneficiary or counterparty under any Guarantee does not accept any such substitute letter of credit, Purchaser guarantee or other obligation proffered by Purchaser and Purchaser is not permitted to assume or cause to be assumed any such Guarantee in accordance with the foregoing clause (b), Purchaser shall indemnify and hold harmless Seller and its Affiliates against, and reimburse Seller and its Affiliates for, any and all related Losses actually paid by Seller or its Affiliates under such Guarantee (in each case, solely to the extent relating to the Business and except to the extent Seller is otherwise reimbursed or indemnified by a third party for such Losses). Notwithstanding anything to the contrary in this Agreement, the Parties acknowledge that that the failure to obtain any Release or replacement Guarantee or other security shall not be a breach of this Agreement or any other Transaction Document by Purchaser or any of its Affiliates and that the obtaining of any such Release or replacement Guarantee or other security shall in no event be a condition to Seller’s obligation to consummate the transactions contemplated by this Agreement and the other Transaction Documents.

FINANCIAL OBLIGATIONS. At or prior to the Closing, Purchaser and Seller shall cooperate with one another and shall use their respective reasonable best efforts to (a) at its sole expense arrange for substitute letters of credit, surety bonds, security deposits, Purchaser guarantees and other contractual obligations to replace (or backstop in a manner satisfactory to Seller, acting reasonably) the outstanding letters of credit, surety bonds, security deposits, guarantees and other contractual obligations entered into by or on behalf of Seller, any Seller Entity or any of their respective Affiliates (other than the Purchased CompaniesEntities) to the extent in connection with or relating to the Business, the Purchased Assets or the Assumed Liabilities Liabilities, in each case that are listed on Section 5.9 5.8 of the Seller Disclosure Schedules and shall use its commercially reasonable efforts to replace any other outstanding letters of credit, surety bonds and guarantees entered into by or on behalf of Seller, any Seller Entity or any of their respective Affiliates (togetherother than the Purchased Companies) in connection with or related to the Business, the Purchased Assets or the Assumed Liabilities (any letters of credit, surety bonds and guarantees listed on Section 5.8 of the Seller Disclosure Schedules or otherwise substituted or replaced by Purchaser, the “Identified Guarantees”) or (b) ). Purchaser further agrees that to the extent permitted by applicable Law and the terms thereof, cause Purchaser to assume all obligations (solely to the extent relating to the Business) under each Guarantee, and use reasonable best efforts to obtain from the creditor, lessor Seller or sublessor or other counterparty a full and irrevocable release (a “Release”) any of Seller and its Affiliates that are liableincurs any cost or expense, directly or indirectlyis required to make any payment, for reimbursement to the creditor or fulfillment of other Liabilities to a counterparty in connection with such Identified Guarantees on or after the Guarantees; provided that Purchaser shall not be obligated to contribute any capital or pay any consideration in any form. To the extent the beneficiary or counterparty under any Guarantee does not accept any such substitute letter of credit, Purchaser guarantee or other obligation proffered by Purchaser and Purchaser is not permitted to assume or cause to be assumed any such Guarantee in accordance with the foregoing clause (b)Closing, Purchaser shall indemnify and hold harmless Seller and its Affiliates against, and reimburse Seller and its Affiliates for, any and all related Losses actually paid by amounts paid, including costs or expenses in connection with such Identified Guarantees, including Seller’s and any of their respective Affiliates’ reasonable and documented, out-of-pocket expenses in maintaining such Identified Guarantees, whether or not any such Identified Guarantee is drawn upon or required to be performed, and shall in any event promptly and in no event later than three (3) Business Days after written demand therefor from Seller, reimburse Seller or and any of its Affiliates under such Guarantee (in each case, solely to the extent relating to the Business that any Identified Guarantee is called upon and except to the extent Seller is otherwise reimbursed or indemnified by a third party for such Losses). Notwithstanding anything to the contrary in this Agreement, the Parties acknowledge that that the failure to obtain any Release or replacement Guarantee or other security shall not be a breach of this Agreement or any other Transaction Document by Purchaser or any of its Affiliates and that the obtaining makes any payment or incurs any Liability in respect of any such Release or replacement Guarantee or other security shall in no event be a condition to Seller’s obligation to consummate the transactions contemplated by this Agreement and the other Transaction DocumentsIdentified Guarantee.

FINANCIAL OBLIGATIONS. At or prior From the date hereof to the Closing, Purchaser each of Purchaser, Seller and Seller shall cooperate with one another and the Purchased Entity shall use their respective its reasonable best efforts to (a) arrange for substitute letters of credit, surety bonds, security depositsguarantees, Purchaser guarantees advance payment guarantees, and other contractual obligations issued by or for the account of the Purchased Entity or its Subsidiaries to replace (or backstop in a manner satisfactory to Seller, acting reasonably) the outstanding letters of credit, surety bonds, security depositsguarantees, advance payment guarantees and other contractual obligations entered into by or on behalf of Seller, any Seller Entity or any of their respective its Affiliates (other than the Purchased CompaniesEntity (and Subsidiaries thereof)) to the extent in connection with or relating to the Business, the Purchased Transferred Assets or the Assumed Liabilities listed on Section 5.9 of the Seller Disclosure Schedules (together, the “Guarantees”) and to cause the Purchased Entity or (b) to the extent permitted by applicable Law and the terms thereofits Subsidiaries, cause Purchaser as applicable, to assume all obligations (solely to the extent relating to the Business) under each Guarantee, and use reasonable best efforts to obtain obtaining from the creditor, lessor or sublessor creditor or other counterparty a full and irrevocable release (a “Release”) of Seller and its Affiliates that are liable, directly or indirectly, for reimbursement to the creditor or fulfillment of other Liabilities to a counterparty in connection with the Guarantees; provided . The Purchased Entity further agrees that Purchaser shall not be obligated to contribute any capital or pay any consideration in any form. To the extent Seller or any of its Affiliates incurs any cost or expense, or is required to make any payment, or is subject to any claim or Proceeding, in connection with such Guarantees on or after the beneficiary or counterparty under any Guarantee does not accept any such substitute letter of creditClosing, Purchaser guarantee or other obligation proffered by Purchaser and Purchaser is not permitted to assume or cause to be assumed any such Guarantee in accordance with the foregoing clause (b), Purchaser Purchased Entity shall indemnify and hold harmless Seller and its Affiliates against, and reimburse Seller and its Affiliates for, any and all related Losses actually paid by out-of-pocket Liabilities or amounts paid, including costs or expenses in connection with such Guarantees, including Seller’s and any of its Affiliates’ reasonable expenses in maintaining such Guarantees, whether or not any such Guarantee is drawn upon or required to be performed, and shall in any event promptly and in no event later than ten (10) Business Days after written demand therefor from Seller, reimburse Seller or and any of its Affiliates under such Guarantee (in each case, solely to the extent relating to the Business that any Guarantee is called upon and except to the extent Seller is otherwise reimbursed or indemnified by a third party for such Losses). Notwithstanding anything to the contrary in this Agreement, the Parties acknowledge that that the failure to obtain any Release or replacement Guarantee or other security shall not be a breach of this Agreement or any other Transaction Document by Purchaser or any of its Affiliates and that the obtaining makes any payment or incurs any Liability in respect of any such Release Guarantee. For any Guarantees for which the Purchased Entity or any of its Subsidiaries, as applicable, is not substituted in all respects for Seller and its Affiliates (or for which Seller and its Affiliates are not fully released) effective as of the Closing and that cannot otherwise be terminated effective as of the Closing (with Seller and its Affiliates to be fully released in respect thereof), the Purchased Entity shall and shall cause its Subsidiaries to continue to use their reasonable best efforts to effect such substitution or termination and release after the Closing. Without limiting the foregoing, neither the Purchased Entity nor its Subsidiaries shall extend or renew any Contract containing or underlying a Guarantee unless, prior to or concurrently with such extension or renewal, the Purchased Entity or its Subsidiaries are substituted in all respects for Seller and its Affiliates, and Seller and its Affiliates are fully released, in respect of all Liabilities under such Guarantees. Without limiting the Purchased Entity’s indemnification obligations pursuant to this Section 5.9 or anything in the immediately prior sentence, this Section 5.9 shall not be deemed to require the Purchased Entity or any of its Subsidiaries to enter into any replacement guarantee with respect to any Guarantee on terms or other security shall conditions materially less favorable to the Purchased Entity and its Subsidiaries than those of the applicable existing Guarantee to be replaced or assumed or in no event be a condition material amount in excess of the applicable existing Guarantee prior to Seller’s obligation to consummate the transactions contemplated by this Agreement and the other Transaction Documentsexpiration, or renewal of each such existing Guarantee.

FINANCIAL OBLIGATIONS. At or prior to (a) After the Closing, Purchaser and Seller shall cooperate with one another and shall use their respective its commercially reasonable best efforts to (ax) arrange for substitute letters of credit, surety bonds, security deposits, Purchaser guarantees and other contractual obligations to replace (or backstop in a manner satisfactory to Seller, acting reasonably) the outstanding letters of credit, surety bonds, security deposits, guarantees and other contractual assume all obligations entered into by or on behalf of Seller, any Seller Entity or any of their respective its Affiliates (other than the Purchased CompaniesCompany Group) to the extent in connection with or relating to the Business, the Purchased Assets Business or the Assumed Liabilities listed on Section 5.9 assets of the Company Group under all letters of credit (which Seller shall cause to remain in place for (extending if necessary) , and Purchaser shall replace within, 365 days after Closing), surety, performance and other bonds, bankers’ acceptances and similar facilities and guarantees, in each case, relating to the Business or the assets thereof that are directly or indirectly acquired by Purchaser under this Agreement that are listed in Section 5.10 of the Disclosure Schedules (togethercollectively, the “GuaranteesCredit Enhancements”) or (b) to the extent permitted by applicable Law and the terms thereof, cause Purchaser to assume all obligations (solely to the extent relating to the Business) under each Guarantee), and (y) use its commercially reasonable best efforts to obtain from the creditor, lessor or sublessor such applicable creditor or other counterparty a full and irrevocable release (a “Release”) of Seller and its Affiliates that are liable, directly or indirectly, for reimbursement to the creditor or fulfillment of other Liabilities to a counterparty in connection with the Guarantees; provided such Credit Enhancements. Purchaser further agrees that Purchaser shall not be obligated to contribute any capital or pay any consideration in any form. To the extent Seller or any of its Affiliates incurs any cost or expense, or is required to make any payment, in connection with the beneficiary exercise by any third party of its rights against Seller or counterparty under any Guarantee does not accept its Affiliate with respect to any such substitute letter Credit Enhancements arising out of credit, Purchaser guarantee actions taken or other obligation proffered failed to be taken by Purchaser and Purchaser is not permitted or the Company Group with respect to assume assets of the Business directly or cause indirectly acquired pursuant to be assumed any such Guarantee in accordance with this Agreement, after the foregoing clause (b)Closing, Purchaser shall indemnify and hold harmless Seller and its Affiliates against, and reimburse Seller and its Affiliates for, any and all related Losses actually amounts paid by Seller or its Affiliates, and shall in any event promptly and in no event later than ten (10) Business Days after written demand therefor from Seller, reimburse Seller and any of its Affiliates under such Guarantee (in each case, solely to the extent relating to the Business that any Credit Enhancement is called upon and except to the extent Seller is otherwise reimbursed or indemnified by a third party for such Losses). Notwithstanding anything to the contrary in this Agreement, the Parties acknowledge that that the failure to obtain any Release or replacement Guarantee or other security shall not be a breach of this Agreement or any other Transaction Document by Purchaser or any of its Affiliates and that the obtaining makes any payment or incurs any Liability in respect of any such Release or replacement Guarantee Credit Enhancement; provided that in all circumstances, Seller shall provide reasonably prompt written notice to Purchaser of any claim, correspondence, demand or other security applicable set of facts and circumstances giving rise to or reasonably likely to give rise to, any such indemnity obligation, which notice shall reasonably summarize all pertinent facts and circumstances and demand related to the same. Subject to Section 5.10(b), in no event be relation to any Credit Enhancement which is not a condition letter of credit, Seller shall not, and shall procure that its Affiliates shall not, terminate, or knowingly encourage the counterparty to Seller’s obligation terminate, such Credit Enhancement and shall leave it in place for the benefit of the Company Group until the earliest to consummate occur of (i) 18 months from the transactions contemplated by this Agreement Closing and (ii) the other Transaction Documentsdate when, without the Seller or its applicable Affiliate terminating, or knowingly encouraging the counterparty to terminate, such Credit Enhancement, such Credit Enhancement terminates in accordance with its terms.

FINANCIAL OBLIGATIONS. At or prior to the Closing, Purchaser and Seller shall cooperate with one another and shall at its sole expense use their respective reasonable best efforts to (a) arrange for substitute letters of credit, surety bonds, security deposits, Purchaser guarantees and other contractual obligations to replace (or backstop in a manner satisfactory to Seller, acting reasonably) the outstanding letters of credit, surety bonds, security deposits, guarantees and other contractual obligations entered into by or on behalf of Seller, any Seller Entity or any of their respective Affiliates (other than the Purchased CompaniesEntities) in connection with or relating to the Business (except to the extent relating to the Business, the Purchased Excluded Assets or the Assumed Liabilities listed Retained Liabilities) (such arrangements, including those set forth on Section 5.9 5.8 of the Seller Disclosure Schedules (togetherSchedules, the “Guarantees”) or ), and (b) to the extent permitted by applicable Law and the terms thereof, cause Purchaser to assume all obligations (solely to the extent relating to the Business) under each Guarantee, and use reasonable best efforts to obtain from the creditor, lessor or sublessor credit or other counterparty a full and irrevocable release (a “Release”) of the Seller Entity and its Affiliates (other than the Purchased Entities) that are liable, directly or indirectly, indirectly for reimbursement to the creditor or fulfillment of other Liabilities to a counterparty in connection with the Guarantees; provided . Purchaser further agrees that Purchaser shall not be obligated to contribute any capital or pay any consideration in any form. To the extent a Seller Entity or any of its Affiliates incurs any cost or expense, or is required to make any payment, in connection with such Guarantees on or after the beneficiary or counterparty under any Guarantee does not accept any such substitute letter of credit, Purchaser guarantee or other obligation proffered by Purchaser and Purchaser is not permitted to assume or cause to be assumed any such Guarantee in accordance with the foregoing clause (b)Closing, Purchaser shall indemnify indemnify, defend and hold harmless such Seller Entity and its Affiliates against, and reimburse such Seller Entity and its such Affiliates for, any and all related Losses actually such costs, expenses or amounts paid by and shall in any event promptly and in no event later than three (3) Business Days after written demand therefor from Seller, reimburse the applicable Seller or Entity and any of its Affiliates under such Guarantee (in each case, solely to the extent relating to the Business and except that any Guarantee is called upon to the extent such Seller is otherwise reimbursed or indemnified by a third party for such Losses). Notwithstanding anything to the contrary in this Agreement, the Parties acknowledge that that the failure to obtain any Release or replacement Guarantee or other security shall not be a breach of this Agreement Entity or any other Transaction Document by of its Affiliates makes any payment or incurs any Liability in respect of any such Guarantee. For any Guarantees for which Purchaser or any of its Affiliates, as applicable, is not substituted in all respects for Seller and its Affiliates (or for which Seller and its Affiliates are not fully released) effective as of the Closing and that cannot otherwise be terminated effective as of the Closing (with Seller and its Affiliates to be fully released in respect thereof), Purchaser and Seller shall cooperate and Purchaser shall use its reasonable best efforts to and shall cause its Affiliates to continue to use their reasonable best efforts to effect such substitution or termination and release for up to twelve (12) months after the Closing. Without limiting the foregoing, neither Purchaser nor any of its Affiliates shall extend or renew any Contract containing or underlying a Guarantee set forth on Section 5.8 of the Seller Disclosure Schedules, or which Seller subsequently identifies in writing to Purchaser prior to such extension or renewal, unless, prior to or concurrently with such extension or renewal, Purchaser or any of its Affiliates are substituted in all respects for Seller and that the obtaining its Affiliates, and Seller and its Affiliates are fully released, in respect of any all Liabilities under such Release or replacement Guarantee or other security shall in no event be a condition to Seller’s obligation to consummate the transactions contemplated by this Agreement and the other Transaction DocumentsGuarantees.

FINANCIAL OBLIGATIONS. At or prior to the Closing, Purchaser and Seller or as soon as practicable thereafter, Buyer shall cooperate with one another and shall use their respective reasonable best efforts to (a) at its sole expense arrange for substitute letters of credit, surety bonds, security deposits, Purchaser Buyer guarantees and other contractual obligations to replace (or backstop in a manner satisfactory to Seller, acting reasonably) the outstanding letters of credit, surety bonds, security deposits, guarantees and other contractual obligations entered into by or on behalf of Seller, any Seller Entity or any of their respective its Affiliates (other than the Purchased Companies) to the extent in connection with or relating to the Business, the Purchased Assets or the Assumed Liabilities in each case that are listed on Section 5.9 6.16 of the Disclosure Schedule, which Section 6.16 of the Disclosure Schedule may be updated (but only with respect to guarantees in favor of tire manufacturers or of landlords pursuant to Leases in existence as of the date of this Agreement in the Ordinary Course of Business) by Seller Disclosure Schedules until the date that is five Business Days prior to the estimated Closing Date (together, the “Seller Guarantees”) or (b) ). Buyer further agrees that to the extent permitted by applicable Law and the terms thereof, cause Purchaser to assume all obligations (solely to the extent relating to the Business) under each Guarantee, and use reasonable best efforts to obtain from the creditor, lessor Seller or sublessor or other counterparty a full and irrevocable release (a “Release”) any of Seller and its Affiliates that are liable(other than the Companies) incurs any cost or expenses, directly or indirectlyis required to make any payment, for reimbursement to the creditor or fulfillment of other Liabilities to a counterparty in connection with such Seller Guarantees on or after the Guarantees; provided that Purchaser shall not be obligated to contribute any capital or pay any consideration in any form. To the extent the beneficiary or counterparty under any Guarantee does not accept any such substitute letter of creditClosing, Purchaser guarantee or other obligation proffered by Purchaser and Purchaser is not permitted to assume or cause to be assumed any such Guarantee in accordance with the foregoing clause (b), Purchaser Buyer shall indemnify and hold harmless Seller and its Affiliates against, and reimburse Seller and its Affiliates for, any and all related Losses actually paid by amounts paid, including costs or expenses in connection with such Seller Guarantees, including Seller’s and any of its Affiliates’ reasonable and documented, out-of-pocket expenses in maintaining such Seller Guarantees, whether or not any such Seller Guarantee is drawn upon or required to be performed, and shall in any event promptly and in no event later than three Business Days after written demand therefor from Seller, reimburse Seller and any of its Affiliates under such Guarantee (in each case, solely to the extent relating to the Business that any Seller Guarantee is called upon and except to the extent Seller is otherwise reimbursed or indemnified by a third party for such Losses). Notwithstanding anything to the contrary in this Agreement, the Parties acknowledge that that the failure to obtain any Release or replacement Guarantee or other security shall not be a breach of this Agreement or any other Transaction Document by Purchaser or any of its Affiliates and that the obtaining makes any payment or incurs any Liability in respect of any such Release or replacement Guarantee or other security shall in no event be a condition to Seller’s obligation to consummate the transactions contemplated by this Agreement and the other Transaction DocumentsSeller Guarantee.

FINANCIAL OBLIGATIONS. At or prior to the Closing, Purchaser and Seller shall cooperate with one another and shall use their respective reasonable best efforts to (a) at its sole expense arrange for substitute letters of credit, surety bonds, security depositsPurchaser guarantees, Purchaser advance payment guarantees and other contractual obligations to replace (or backstop in a manner satisfactory to Seller, acting reasonably) the outstanding letters of credit, surety bonds, security depositsguarantees, advance payment guarantees and other contractual obligations set forth on Section 5.8 of the Seller Disclosure Schedules that were entered into by or on behalf of Seller, any Seller Entity or any of their respective its Affiliates (other than the Purchased CompaniesCompanies (and Subsidiaries thereof)) to the extent in connection with or relating to the Business, the Purchased Assets or the Assumed Liabilities listed on Section 5.9 of the Seller Disclosure Schedules (together, the “Guarantees”) or (b) to the extent permitted by applicable Law and the terms thereof, cause Purchaser to assume all obligations (solely to the extent relating to the Business) under each Guarantee, and use reasonable best efforts to obtain obtaining from the creditor, lessor or sublessor creditor or other counterparty a full and irrevocable release (a “Release”) of Seller and its Affiliates that are liable, directly or indirectly, for reimbursement to the creditor or fulfillment of other Liabilities to a counterparty in connection with the Guarantees; provided . Purchaser further agrees that Purchaser shall not be obligated to contribute any capital or pay any consideration in any form. To the extent Seller or any of its Affiliates incurs any cost or expense, or is required to make any payment, or is subject to any claim or Proceeding, in connection with such Guarantees on or after the beneficiary or counterparty under any Guarantee does not accept any such substitute letter of credit, Purchaser guarantee or other obligation proffered by Purchaser and Purchaser is not permitted to assume or cause to be assumed any such Guarantee in accordance with the foregoing clause (b)Closing, Purchaser shall indemnify and hold harmless Seller and its Affiliates against, and reimburse Seller and its Affiliates for, any and all related Losses actually paid by Liabilities or amounts paid, including costs or expenses in connection with such Guarantees, including Seller’s and any of its Affiliates’ expenses in maintaining such Guarantees, whether or not any such Guarantee is drawn upon or required to be performed, and shall in any event promptly and in no event later than three (3) Business Days after written demand therefor from Seller, reimburse Seller or and any of its Affiliates under such Guarantee (in each case, solely to the extent relating to the Business that any Guarantee is called upon and except to the extent Seller is otherwise reimbursed or indemnified by a third party for such Losses). Notwithstanding anything to the contrary in this Agreement, the Parties acknowledge that that the failure to obtain any Release or replacement Guarantee or other security shall not be a breach of this Agreement or any other Transaction Document by of its Affiliates makes any payment or incurs any Liability in respect of any such Guarantee. For any Guarantees for which Purchaser or any of its Affiliates, as applicable, is not substituted in all respects for Seller and its Affiliates (or for which Seller and its Affiliates are not fully released) effective as of the Closing and that cannot otherwise be terminated effective as of the obtaining Closing (with Seller and its Affiliates to be fully released in respect thereof), Purchaser shall and shall cause its Affiliates to continue to use their reasonable best efforts to effect such substitution or termination and release EXHIBIT 2.1 after the Closing. Without limiting the foregoing, neither Purchaser nor any of its Affiliates shall extend or renew any Contract containing or underlying a Guarantee unless, prior to or concurrently with such extension or renewal, Purchaser or its Affiliates are substituted in all respects for Seller and its Affiliates, and Seller and its Affiliates are fully released, in respect of all Liabilities under such Guarantees. At the request of Seller, Purchaser shall provide Seller or any of its Affiliates with letters of credit in an amount equal to Seller’s and any of its Affiliates’ aggregate potential Liability in respect of any such Release Guarantees. In the event that Purchaser or replacement Guarantee any of the Purchased Companies or any of their respective successors or assigns (i) consolidates with or merges into any other security Person and is not the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or a majority of its properties, assets or equity interests to any Person, then, in each case, proper provision shall in no event be a condition made so that the successors and assigns of Purchaser or the Purchased Companies, as the case may be, shall succeed to Seller’s obligation to consummate the transactions contemplated by obligations of this Agreement and the other Transaction DocumentsSection 5.8.

FINANCIAL OBLIGATIONS. At or prior to the ClosingClosing Effective Time, Purchaser and Seller shall cooperate with one another and shall use their respective reasonable best efforts to at its sole expense (a) arrange for substitute letters of credit, surety bonds, security deposits, Purchaser guarantees and other contractual obligations to replace (or backstop in a manner satisfactory to Seller, acting reasonably) the outstanding letters of credit, surety bonds, security deposits, guarantees and other contractual obligations entered into by or on behalf of Seller, any Seller Entity or any of their respective Affiliates (other than the Purchased CompaniesTarget Entities) to the extent in connection with or relating to the Business, the Purchased Assets or the Assumed Liabilities listed on Liabilities, in each case as set forth in Section 5.9 5.8 of the Seller Disclosure Schedules (togethertogether with any letters of credit, bonds and guarantees substituted or replaced by Seller in compliance with this Agreement, the -84- “Guarantees”) or (b) to the extent permitted by applicable Law and the terms thereof, cause Purchaser to assume all obligations (solely to the extent relating to the Business) under each Guarantee, and use reasonable best efforts to obtain obtaining from the creditor, lessor or sublessor creditor or other counterparty a full and irrevocable release (a “Release”) of Seller and its Affiliates that are liable, directly or indirectly, for reimbursement to the creditor or fulfillment of other Liabilities to a counterparty in connection with the Guarantees; provided . Purchaser further agrees that Purchaser shall not be obligated to contribute any capital or pay any consideration in any form. To the extent Seller or any of its Affiliates incurs any cost or expense, or is required to make any payment, in connection with such Guarantees on or after the beneficiary or counterparty under any Guarantee does not accept any such substitute letter of credit, Purchaser guarantee or other obligation proffered by Purchaser and Purchaser is not permitted to assume or cause to be assumed any such Guarantee in accordance with the foregoing clause (b)Closing, Purchaser shall indemnify and hold harmless Seller and its Affiliates against, and reimburse Seller and its Affiliates for, any and all related Losses actually paid by amounts paid, including costs or expenses in connection with such Guarantees, including Seller’s and any of their respective Affiliates’ expenses in maintaining such Guarantees, whether or not any such Guarantee is drawn upon or required to be performed, and shall in any event promptly and in no event later than three (3) Business Days after written demand therefor from Seller, reimburse Seller or and any of its Affiliates under such Guarantee (in each case, solely to the extent relating to the Business that any Guarantee is called upon and except to the extent Seller is otherwise reimbursed or indemnified by a third party for such Losses). Notwithstanding anything to the contrary in this Agreement, the Parties acknowledge that that the failure to obtain any Release or replacement Guarantee or other security shall not be a breach of this Agreement or any other Transaction Document by Purchaser or any of its Affiliates and that the obtaining makes any payment or incurs any Liability in respect of any such Release Guarantee. At the request of Seller, Purchaser shall provide Seller or replacement Guarantee or other security shall any of its Affiliates with letters of credit in no event be a condition an amount equal to Seller’s obligation to consummate the transactions contemplated by this Agreement and the other Transaction Documentsany of its Affiliates’ entire potential Liability in respect of any such Guarantees.

FINANCIAL OBLIGATIONS. At or prior to the Closing, Purchaser and Seller shall cooperate with one another and shall use their respective commercially reasonable best efforts to (a) arrange for substitute letters of credit, surety bonds, security depositsPurchaser guarantees, Purchaser guarantees advance payment guarantees, and other contractual obligations to replace (or backstop in a manner satisfactory to Seller, acting reasonably) the outstanding letters of credit, surety bonds, security depositsguarantees, advance payment guarantees and other contractual obligations entered into by or on behalf of Seller, any Seller Entity or any of their respective its Affiliates (other than the Purchased Companies) to the extent in connection with or relating to the Business, the Purchased Assets or the Assumed Liabilities listed set forth on Section 5.9 5.11 of the Seller Disclosure Schedules Schedule or identified by Seller to Purchaser in writing prior to Closing (together, the “Guarantees”) or (b) to the extent permitted by applicable Law and the terms thereof, cause Purchaser to assume all obligations (solely to the extent relating to the Business) under each Guarantee, and use reasonable best efforts to obtain obtaining from the creditor, lessor or sublessor creditor or other counterparty a full and irrevocable release (a “Release”) of Seller and its Affiliates that are liable, directly or indirectly, for reimbursement to the creditor or fulfillment of other Liabilities to a counterparty in connection with the Guarantees; provided . Purchaser further agrees that Purchaser shall not be obligated to contribute any capital or pay any consideration in any form. To the extent Seller or any of its Affiliates incurs any cost or expense, or is required to make any payment, or is subject to any claim or Proceeding, in connection with such Guarantees on or after the beneficiary or counterparty under any Guarantee does not accept any such substitute letter of credit, Purchaser guarantee or other obligation proffered by Purchaser and Purchaser is not permitted to assume or cause to be assumed any such Guarantee in accordance with the foregoing clause (b)Closing, Purchaser shall indemnify and hold harmless Seller and its Affiliates against, and reimburse Seller and its Affiliates for, any and all related Losses actually paid by Liabilities or amounts paid, including costs or expenses in connection with such Guarantees, including Seller’s and any of its Affiliates’ expenses in maintaining such Guarantees, whether or not any such Guarantee is drawn upon or required to be performed, and shall in any event promptly and in no event later than three (3) Business Days after written demand therefor from Seller, reimburse Seller or and any of its Affiliates under such Guarantee (in each case, solely to the extent relating to the Business that any Guarantee is called upon and except to the extent Seller is otherwise reimbursed or indemnified by a third party for such Losses). Notwithstanding anything to the contrary in this Agreement, the Parties acknowledge that that the failure to obtain any Release or replacement Guarantee or other security shall not be a breach of this Agreement or any other Transaction Document by of its Affiliates makes any payment or incurs any Liability in respect of any such Guarantee. For any Guarantees for which Purchaser or any of its Affiliates, as applicable, is not substituted in all respects for Seller and its Affiliates (or for which Seller and its Affiliates are not fully released) effective as of the Closing and that cannot otherwise be terminated effective as of the obtaining Closing (with Seller and its Affiliates to be fully released in respect thereof), Purchaser and Seller shall cooperate and shall use their commercially reasonable efforts to, and shall cause their respective Affiliates to continue to use their commercially reasonable efforts to, effect such substitution or termination and release after the Closing. Without limiting the foregoing, neither Purchaser nor any of its Affiliates shall extend or renew any Contract containing or underlying a Guarantee unless, prior to or concurrently with such Release extension or replacement Guarantee renewal, Purchaser or other security shall its Affiliates are substituted in no event be a condition to Seller’s obligation to consummate the transactions contemplated by this Agreement all respects for Seller and the other Transaction Documentsits Affiliates, and Seller and its Affiliates are fully released, in respect of all Liabilities under such Guarantees.

FINANCIAL OBLIGATIONS. At or prior to the Closing, Purchaser and Seller shall cooperate with one another and shall use their respective reasonable best efforts to at its sole expense (a) arrange for substitute letters of credit, surety bonds, security deposits, Purchaser guarantees and other contractual obligations to replace (or backstop in a manner satisfactory to Seller, acting reasonably) the outstanding letters of credit, surety bonds, security deposits, guarantees and other contractual obligations entered into by or on behalf of Seller, any Seller Entity or any of their respective Affiliates (other than the Purchased CompaniesTarget Entities) to the extent in connection with or relating to the Business, the Purchased Assets or the Assumed Liabilities listed on Liabilities, in each case as set forth in Section 5.9 5.7(a) of the Seller Disclosure Schedules (togethertogether with any letters of credit, bonds and guarantees substituted or replaced by Seller in compliance with this Agreement, the “Guarantees”) or (b) to the extent permitted by applicable Law and the terms thereof, cause Purchaser to assume all obligations (solely to the extent relating to the Business) under each Guarantee, and use reasonable best efforts to obtain obtaining from the creditor, lessor or sublessor creditor or other counterparty a full and irrevocable release (a “Release”) of Seller and its Affiliates that are liable, directly or indirectly, for reimbursement to the creditor or fulfillment of other Liabilities to a counterparty in connection with the Guarantees; provided . Purchaser further agrees that Purchaser shall not be obligated to contribute any capital or pay any consideration in any form. To the extent Seller or any of its Affiliates incurs any cost or expense, or is required to make any payment, in connection with such Guarantees on or after the beneficiary or counterparty under any Guarantee does not accept any such substitute letter of credit, Purchaser guarantee or other obligation proffered by Purchaser and Purchaser is not permitted to assume or cause to be assumed any such Guarantee in accordance with the foregoing clause (b)Closing, Purchaser shall indemnify and hold harmless Seller and its Affiliates against, and reimburse Seller and its Affiliates for, any and all related Losses actually paid by amounts paid, including costs or expenses in connection with such Guarantees, including Seller’s and any of their respective Affiliates’ expenses in maintaining such Guarantees, whether or not any such Guarantee is drawn upon or required to be performed, and shall in any event promptly and in no event later than three (3) Business Days after written demand therefor from Seller, reimburse Seller or and any of its Affiliates under such Guarantee (in each case, solely to the extent relating to the Business that any Guarantee is called upon and except to the extent Seller is otherwise reimbursed or indemnified by a third party for such Losses). Notwithstanding anything to the contrary in this Agreement, the Parties acknowledge that that the failure to obtain any Release or replacement Guarantee or other security shall not be a breach of this Agreement or any other Transaction Document by Purchaser or any of its Affiliates and that the obtaining makes any payment or incurs any Liability in respect of any such Release Guarantee. At the request of Seller, Purchaser shall provide Seller or replacement Guarantee or other security shall any of its Affiliates with letters of credit in no event be a condition an amount equal to Seller’s obligation to consummate the transactions contemplated by this Agreement and the other Transaction Documentsany of its Affiliates’ entire potential Liability in respect of any such Guarantees.

FINANCIAL OBLIGATIONS. At or prior to the Closing, Purchaser and Seller shall cooperate with one another and shall at its sole expense use their respective reasonable best efforts to (a) arrange for substitute letters of credit, surety bondssurety, security deposits, Purchaser guarantees performance and other contractual obligations bonds (“Credit Enhancements”) to replace (or backstop in a manner satisfactory to Seller, acting reasonably) the any outstanding letters of credit, surety bonds, security deposits, guarantees and other contractual obligations Credit Enhancements entered into by or on behalf of Seller, any Seller Entity or any of their respective Affiliates (other than the Purchased CompaniesEntities) to the extent in connection with or relating to the Business, the Purchased Assets or the Assumed Liabilities listed set forth on Section 5.9 5.8 of the Seller Disclosure Schedules (togetherSchedules, the “Guarantees”) or (b) to the extent permitted by applicable Law and the terms thereof, cause Purchaser to assume all obligations (solely to the extent relating to the Business) under each GuaranteeCredit Enhancement, and use reasonable best efforts to obtain obtaining from the creditor, lessor or sublessor creditor or other counterparty a full and irrevocable release (a “Release”) of Seller and its Affiliates that are liable, directly or indirectly, for reimbursement to the creditor or fulfillment of other Liabilities to a counterparty in connection with such Credit Enhancements; provided, with respect to any Credit Enhancement not set forth on Section 5.8 of the GuaranteesSeller Disclosure Schedules, Purchaser shall take one of the two foregoing actions as promptly as practicable after such Credit Enhancement is identified to Purchaser; provided that Purchaser provided, further, that, in each case, Purchaser’s efforts obligations with respect to such Credit Enhancements shall not be obligated deemed to contribute require Purchaser or any capital Affiliate thereof to enter into any replacement or pay assumption agreement with respect to any consideration Credit Enhancement on terms or conditions less favorable to Purchaser and its Affiliates than those of Seller or its applicable Affiliate to be replaced or assumed or in a form or amount different therefrom. Regardless of whether any form. To Credit Enhancement is set forth in Section 5.8 of the Seller Disclosure Schedules, Purchaser further agrees that to the extent Seller or any of its Affiliates incurs any cost or expense, or is required to make any payment, in connection with such Credit Enhancements on or after the beneficiary or counterparty under any Guarantee does not accept any such substitute letter of credit, Purchaser guarantee or other obligation proffered by Purchaser and Purchaser is not permitted to assume or cause to be assumed any such Guarantee in accordance with the foregoing clause (b)Closing, Purchaser shall indemnify and hold harmless Seller and its Affiliates against, and reimburse Seller and its Affiliates for, any and all related Losses actually paid by amounts paid, including costs or expenses in connection with such Credit Enhancements, including Seller’s and any of their respective Affiliates’ expenses in maintaining such Credit Enhancements, whether or not any such Credit Enhancement is drawn upon or required to be performed, and shall in any event promptly and in no event later than three (3) Business Days after written demand therefor from Seller, reimburse Seller or and any of its Affiliates under such Guarantee (in each case, solely to the extent relating to the Business that any Credit Enhancement is called upon and except to the extent Seller is otherwise reimbursed or indemnified by a third party for such Losses). Notwithstanding anything to the contrary in this Agreement, the Parties acknowledge that that the failure to obtain any Release or replacement Guarantee or other security shall not be a breach of this Agreement or any other Transaction Document by Purchaser or any of its Affiliates and that the obtaining makes any payment or incurs any Liability in respect of any such Release or replacement Guarantee or other security shall in no event be a condition to Seller’s obligation to consummate the transactions contemplated by this Agreement and the other Transaction DocumentsCredit Enhancement.

FINANCIAL OBLIGATIONS. (a) At or prior to the Closing, Purchaser and Seller shall cooperate with one another and shall use their respective reasonable best efforts to at its sole expense: (ai) arrange for substitute letters of credit, surety bonds, security deposits, Purchaser guarantees and other contractual obligations to replace (or backstop in a manner satisfactory to Seller, acting reasonably) the outstanding letters of credit, surety bonds, security deposits, guarantees and other contractual obligations entered into by or on behalf of Seller, any Seller Entity Sellers or any of their respective Affiliates Subsidiaries (other than the Purchased CompaniesNeptune Entities) to the extent in connection with or relating to the BusinessBusiness (such arrangements, the Purchased Assets or the Assumed Liabilities listed including those set forth on Section 5.9 5.8(a) of the Seller Disclosure Schedules (togetherSchedules, the “Guarantees”) or (bii) to the extent permitted by applicable Law and the terms thereof, cause Purchaser to assume all obligations (solely to the extent relating to the Business) under each Guarantee, and, in the case of each of clause (i) and use reasonable best efforts to (ii), obtain from the creditor, lessor or sublessor creditor or other counterparty a full and irrevocable release of the Sellers and their Subsidiaries (a “Release”other than the Neptune Entities) of Seller and its Affiliates that are liable, directly or indirectly, for reimbursement to the creditor or fulfillment of other Liabilities to a counterparty in connection with the Guarantees; provided . Purchaser further agrees that Purchaser shall not be obligated to contribute any capital or pay any consideration in any form. To the extent a Seller or any of its Subsidiaries incurs any cost or expense, or is required to make any payment, in connection with such Guarantees on or after the beneficiary or counterparty under any Guarantee does not accept any such substitute letter of credit, Purchaser guarantee or other obligation proffered by Purchaser and Purchaser is not permitted to assume or cause to be assumed any such Guarantee in accordance with the foregoing clause (b)Closing, Purchaser shall indemnify indemnify, defend and hold harmless such Seller and its Affiliates Subsidiaries against, and reimburse such Seller and its Affiliates such Subsidiaries for, any and all related Losses actually paid by Seller amounts paid, including costs or expenses in connection with such Guarantees, including such Seller’s and any of its Affiliates under Subsidiaries’ expenses in maintaining such Guarantees, whether or not any such Guarantee is drawn upon or required to be performed, and shall in any event promptly and in no event later than three (in each case3) Business Days after written demand therefor from Sellers, solely reimburse the applicable Seller and any of its Subsidiaries if any Guarantee is called upon to the extent relating to the Business and except to the extent such Seller is otherwise reimbursed or indemnified by a third party for such Losses). Notwithstanding anything to the contrary in this Agreement, the Parties acknowledge that that the failure to obtain any Release or replacement Guarantee or other security shall not be a breach of this Agreement or any other Transaction Document by Purchaser or any of its Affiliates and that the obtaining Subsidiaries makes any payment or incurs any Liability in respect of any such Release Guarantee. Purchaser shall not amend, modify or replacement renew any Contract subject to a Guarantee without the consent of Sellers, in their sole discretion. At the request of Sellers, Purchaser shall provide Sellers or any of their Subsidiaries (other security shall than the Neptune Entities) with letters of credit in no event be an amount equal to a condition to Seller’s obligation to consummate the transactions contemplated by this Agreement and the other Transaction Documentsany of its Subsidiaries’ entire potential Liability in respect of any such Guarantees.

FINANCIAL OBLIGATIONS. At or prior to the Closing, Purchaser and Seller shall cooperate with one another and shall use their respective reasonable best efforts to (a) arrange for substitute letters of credit, surety bonds, security depositsPurchaser guarantees, Purchaser guarantees advance payment guarantees, and other contractual obligations issued by or for the account of Purchaser or its Affiliates to replace (or backstop in a manner satisfactory to Seller, acting reasonably) the outstanding letters of credit, surety bonds, security depositsguarantees, advance payment guarantees and other contractual obligations entered into by or on behalf of Seller, any Seller Entity or any of their respective its Affiliates (other than the Purchased CompaniesCompanies (and Subsidiaries thereof)) to the extent in connection with or relating to the Business, the Purchased Assets or the Assumed Liabilities listed on Section 5.9 of the Seller Disclosure Schedules (together, the “Guarantees”) or (b) to the extent permitted by applicable Law and the terms thereof, cause Purchaser to assume all obligations (solely to the extent relating to the Business) under each Guarantee, and use reasonable best efforts to obtain obtaining from the creditor, lessor or sublessor creditor or other counterparty a full and irrevocable release (a “Release”) of Seller and its Affiliates that are liable, directly or indirectly, for reimbursement to the creditor or fulfillment of other Liabilities to a counterparty in connection with the Guarantees; provided . Purchaser further agrees that Purchaser shall not be obligated to contribute any capital or pay any consideration in any form. To the extent Seller or any of its Affiliates incurs any cost or expense, or is required to make any payment, or is subject to any claim or Proceeding, in connection with such Guarantees on or after the beneficiary or counterparty under any Guarantee does not accept any such substitute letter of credit, Purchaser guarantee or other obligation proffered by Purchaser and Purchaser is not permitted to assume or cause to be assumed any such Guarantee in accordance with the foregoing clause (b)Closing, Purchaser shall indemnify and hold harmless Seller and its Affiliates against, and reimburse Seller and its Affiliates for, any and all related Losses actually paid by Liabilities or amounts paid, including costs or expenses in connection with such Guarantees, including Seller’s and any of its Affiliates’ expenses in maintaining such Guarantees, whether or not any such Guarantee is drawn upon or required to be performed, and shall in any event promptly and in no event later than three (3) Business Days after written demand therefor from Seller, reimburse Seller or and any of its Affiliates under such Guarantee (in each case, solely to the extent relating to the Business that any Guarantee is called upon and except to the extent Seller is otherwise reimbursed or indemnified by a third party for such Losses). Notwithstanding anything to the contrary in this Agreement, the Parties acknowledge that that the failure to obtain any Release or replacement Guarantee or other security shall not be a breach of this Agreement or any other Transaction Document by of its Affiliates makes any payment or incurs any Liability in respect of any such Guarantee. For any Guarantees for which Purchaser or any of its Affiliates, as applicable, is not substituted in all respects for Seller and its Affiliates (or for which Seller and its Affiliates are not fully released) effective as of the Closing and that cannot otherwise be terminated effective as of the obtaining Closing (with Seller and its Affiliates to be fully released in respect thereof), Purchaser and Seller shall cooperate and shall use their best efforts to and shall cause their respective Affiliates to continue to use their reasonable best efforts to effect such substitution or termination and release after the Closing. Without limiting the foregoing, neither Purchaser nor any of its Affiliates shall extend or renew any Contract containing or underlying a Guarantee unless, prior to or concurrently with such Release extension or replacement Guarantee renewal, Purchaser or other security shall its Affiliates are substituted in no event be a condition to Seller’s obligation to consummate the transactions contemplated by this Agreement all respects for Seller and the other Transaction Documentsits Affiliates, and Seller and its Affiliates are fully released, in respect of all Liabilities under such Guarantees.

FINANCIAL OBLIGATIONS. At or prior to the Closing, Purchaser and Seller shall cooperate with one another and shall use their respective reasonable best efforts to at its sole expense (a) arrange for substitute letters of credit, surety bonds, security deposits, Purchaser guarantees and other contractual obligations to replace (or backstop in a manner satisfactory to Seller, acting reasonably) the outstanding letters of credit, surety bonds, security deposits, guarantees and other contractual obligations entered into by or on behalf of Seller, any Seller Entity or any of their respective Affiliates (other than the Purchased Companies) to the extent in connection with or relating to the Business, the Purchased Assets or the Assumed Liabilities listed on Section 5.9 of the Seller Disclosure Schedules (together, the “Guarantees”) or (b) to the extent permitted by applicable Law and the terms thereof, cause Purchaser to assume all obligations (solely to the extent relating to the Business) under each Guarantee, and use reasonable best efforts to obtain obtaining from the creditor, lessor or sublessor creditor or other counterparty a full and irrevocable release (a “Release”) of Seller and its Affiliates that are liable, directly or indirectly, for reimbursement to the creditor or fulfillment of other Liabilities to a counterparty in connection with the Guarantees; provided . Purchaser further agrees that Purchaser shall not be obligated to contribute any capital or pay any consideration in any form. To the extent Seller or any of its Affiliates incur any cost or expense, or are required to make any payment, in connection with such Guarantees on or after the beneficiary or counterparty under any Guarantee does not accept any such substitute letter of credit, Purchaser guarantee or other obligation proffered by Purchaser and Purchaser is not permitted to assume or cause to be assumed any such Guarantee in accordance with the foregoing clause (b)Closing, Purchaser shall indemnify and hold harmless Seller and its Affiliates against, and reimburse Seller and its Affiliates for, any and all related Losses actually paid by amounts paid, including costs or expenses in connection with such Guarantees, including Seller’s and any of their respective Affiliates’ expenses in maintaining such Guarantees, whether or not any such Guarantee is drawn upon or required to be performed, and shall in any event promptly and in no event later than three (3) Business Days after written demand therefor from Seller, reimburse Seller or and any of its Affiliates under such Guarantee (in each case, solely to the extent relating to the Business any Guarantee is called upon and except to the extent Seller is otherwise reimbursed or indemnified by a third party for such Losses). Notwithstanding anything to the contrary in this Agreement, the Parties acknowledge that that the failure to obtain any Release or replacement Guarantee or other security shall not be a breach of this Agreement or any other Transaction Document by Purchaser or any of its Affiliates and that the obtaining make any payment or incur any Liability in respect of any such Release Guarantee. At the request of Seller, Purchaser shall provide Seller or replacement Guarantee or other security shall any of its Affiliates with letters of credit in no event be a condition an amount equal to Seller’s obligation to consummate the transactions contemplated by this Agreement and the other Transaction Documentsany of its Affiliates’ entire potential Liability in respect of any such Guarantees.

FINANCIAL OBLIGATIONS. At or prior to the Closing, Purchaser and Seller shall cooperate with one another and shall use their respective reasonable best efforts to (a) arrange for substitute letters of credit, surety bonds, security depositsPurchaser guarantees, advance payment guarantees, or other obligations of Purchaser guarantees and other contractual obligations or its Affiliates (or any combination of the foregoing) to replace (or backstop in a manner satisfactory to Seller, acting reasonably) the outstanding letters of credit, surety bonds, security depositsguarantees, advance payment guarantees and other contractual obligations entered into by or on behalf of Seller, any Seller Entity or any of their respective its Affiliates (other than the Purchased CompaniesEntities (and Subsidiaries thereof)) (or by or on behalf of any former Affiliates of Seller to the extent Seller or any of its Affiliates retains any indemnification or similar contractual obligations in respect thereof, including pursuant to the Purchase and Sale Agreement, dated as of October 12, 2019, as amended or supplemented from time to time, by and between AECOM and Maverick Purchaser Sub, LLC) in each case to the extent arising from or relating to the Business, the Purchased Assets or the Assumed Liabilities listed on Section 5.9 of the Seller Disclosure Schedules (together, the “Guarantees”) or (b) to the extent permitted by and Purchaser and its applicable Law and the terms thereof, cause Purchaser to Affiliates shall assume all obligations (solely to the extent relating to the Business) under each Guarantee, Guarantee and use commercially reasonable best efforts to obtain from the creditor, lessor or sublessor creditor or other counterparty a full and irrevocable release (a “Release”) of Seller and its Affiliates that are liable, directly or indirectly, for reimbursement to the creditor or fulfillment of other Liabilities to a counterparty in connection with the Guarantees; provided . Purchaser further agrees that Purchaser shall not be obligated to contribute any capital or pay any consideration in any form. To the extent Seller or any of its Affiliates incurs any cost or expense, or is required to make any payment, or is subject to any claim or Proceeding, in connection with such Guarantees on or after the beneficiary or counterparty under any Guarantee does not accept any such substitute letter of credit, Purchaser guarantee or other obligation proffered by Purchaser and Purchaser is not permitted to assume or cause to be assumed any such Guarantee in accordance with the foregoing clause (b)Closing, Purchaser shall indemnify and hold harmless Seller and its Affiliates against, and reimburse Seller and its Affiliates for, any and all related Losses actually paid by Liabilities or amounts paid, including costs or expenses in connection with such Guarantees, including Seller’s and any of its Affiliates’ expenses in maintaining such Guarantees, whether or not any such Guarantee is drawn upon or required to be performed, and shall in any event promptly and in no event later than three (3) Business Days after written demand therefor from Seller, reimburse Seller or and any of its Affiliates under such Guarantee (in each case, solely to the extent relating to the Business that any Guarantee is called upon and except to the extent Seller is otherwise reimbursed or indemnified by a third party for such Losses). Notwithstanding anything to the contrary in this Agreement, the Parties acknowledge that that the failure to obtain any Release or replacement Guarantee or other security shall not be a breach of this Agreement or any other Transaction Document by of its Affiliates makes any payment or incurs any Liability in respect of any such Guarantee. For any Guarantees for which Purchaser or any of its Affiliates, as applicable, is not substituted in all respects for Seller and its Affiliates (or for which Seller and its Affiliates are not fully released) effective as of the Closing and that cannot otherwise be terminated effective as of the obtaining Closing (with Seller and its Affiliates to be fully released in respect thereof), Purchaser and Seller shall cooperate and use their reasonable best efforts to effect such substitution or termination and release as promptly as practicable after the Closing in accordance with the foregoing provisions of this Section 5.7. Without limiting the foregoing, neither Purchaser nor any of its Affiliates shall extend or renew any Contract containing or underlying a Guarantee unless, prior to or concurrently with such Release extension or replacement Guarantee renewal, Purchaser or other security shall its Affiliates are substituted in no event be a condition to Seller’s obligation to consummate the transactions contemplated by this Agreement all respects for Seller and the other Transaction Documentsits Affiliates, and Seller and its Affiliates are fully released, in respect of all Liabilities under such Guarantees.

FINANCIAL OBLIGATIONS. At or prior The Purchaser Parties further agree that, except with respect to any amounts that constitute Retained Liabilities hereunder, to the Closingextent Seller or any of its Affiliates incurs any cost or expense, Purchaser and Seller shall cooperate or is required to make any payment, or is subject to any claim or Proceeding, in connection with one another and shall use their respective reasonable best efforts to (a) arrange for substitute letters of credit, surety bonds, security deposits, Purchaser guarantees and other contractual obligations to replace (or backstop in a manner satisfactory to Seller, acting reasonably) the any outstanding letters of credit, surety bonds, security depositsguarantees, advance payment guarantees and other contractual obligations entered into by or on behalf of Seller, any Seller Entity or any of their respective its Affiliates (other than the Purchased Companies) to the extent in connection with or relating to the Business, the Purchased Assets or the Assumed Liabilities listed and which are set forth on Section 5.9 5.7 of the Seller Disclosure Schedules (together, the “Business Guarantees”) on or (b) to after the extent permitted by applicable Law and Closing, the terms thereof, cause Purchaser to assume all obligations (solely to the extent relating to the Business) under each Guarantee, and use reasonable best efforts to obtain from the creditor, lessor or sublessor or other counterparty a full and irrevocable release (a “Release”) of Seller and its Affiliates that are liable, directly or indirectly, for reimbursement to the creditor or fulfillment of other Liabilities to a counterparty in connection with the Guarantees; provided that Purchaser shall not be obligated to contribute any capital or pay any consideration in any form. To the extent the beneficiary or counterparty under any Guarantee does not accept any such substitute letter of credit, Purchaser guarantee or other obligation proffered by Purchaser and Purchaser is not permitted to assume or cause to be assumed any such Guarantee in accordance with the foregoing clause (b), Purchaser Parties shall indemnify and hold harmless Seller and its Affiliates against, and reimburse Seller and its Affiliates for, any and all related Losses actually paid by Liabilities or amounts paid, including costs or expenses in connection with such amounts, including Seller’s and any of its Affiliates’ expenses in maintaining such Business Guarantees after the Closing Date, whether or not any such Business Guarantee is drawn upon or required to be performed, and shall in any event promptly and in no event later than ten (10) Business Days after written demand therefor from Seller, reimburse Seller or and any of its Affiliates under such Guarantee (in each case, solely to the extent relating to the that any Business Guarantee is called upon and except to the extent Seller is otherwise reimbursed or indemnified by a third party for such Losses). Notwithstanding anything to the contrary in this Agreement, the Parties acknowledge that that the failure to obtain any Release or replacement Guarantee or other security shall not be a breach of this Agreement or any other Transaction Document by Purchaser or any of its Affiliates and that the obtaining makes any payment or incurs any Liability in respect of any such Release Business Guarantee (other than with respect to any amounts that constitute Retained Liabilities hereunder). Without limiting the foregoing, neither Purchaser nor any of its Affiliates shall extend or replacement renew any Contract containing or underlying a Business Guarantee unless, prior to or other security shall concurrently with such extension or renewal, Purchaser or its Affiliates are substituted in no event be a condition to Seller’s obligation to consummate the transactions contemplated by this Agreement all respects for Seller and the other Transaction Documentsits Affiliates, and Seller and its Affiliates are fully released, in respect of all Liabilities under such Business Guarantees.

FINANCIAL OBLIGATIONS. At or prior to the Closing, Purchaser and Seller the Buyer shall cooperate with one another and shall at its sole expense use their respective commercially reasonable best efforts to to: (a) arrange for substitute or back-to back letters of credit, surety bonds, security deposits, Purchaser the Buyer guarantees and other contractual obligations to replace (or backstop in a manner satisfactory to Seller, acting reasonably) the outstanding letters of credit, surety bonds, security deposits, bonds and guarantees and other contractual obligations entered into by or on behalf of Seller, any either Seller Entity or any of their respective its Affiliates (other than the Purchased CompaniesBusiness Subsidiary) to for the extent relating to benefit of the Business, the Purchased Acquired Assets or the Assumed Liabilities listed Liabilities, in each case to the extent identified on Section 5.9 of the Seller Disclosure Schedules Schedule 6.12 (together, the “Guarantees”) ); or (b) to the extent permitted by applicable Law and the terms thereof, cause Purchaser to assume all obligations (solely to the extent relating to the Business) under each Guarantee, Guarantee and use reasonable best efforts to obtain from the creditor, lessor or sublessor creditor or other counterparty a full and irrevocable release (a “Release”) of each Seller and its Affiliates that are liable, directly or indirectly, for reimbursement to the creditor or fulfillment of other Liabilities liabilities to a counterparty in connection with the Guarantees; provided . The Buyer further agrees that Purchaser shall not be obligated to contribute any capital or pay any consideration in any form. To the extent either Seller or any of its Affiliates incur any cost or expense, or are required to make any payment, in connection with such Guarantees at or after the beneficiary or counterparty under any Guarantee does not accept any such substitute letter of creditClosing, Purchaser guarantee or other obligation proffered by Purchaser and Purchaser is not permitted to assume or cause to be assumed any such Guarantee in accordance with the foregoing clause (b), Purchaser Buyer shall indemnify and hold harmless the Sellers and their Affiliates to the full extent permitted by applicable Laws from and against any Liabilities arising from, or in connection with, such Guarantees, including either Seller’s and any of its Affiliates’ expenses in maintaining such Guarantees, whether or not any such Guarantee is drawn upon or required to be performed, and shall in any event promptly and in no event later than three (3) Business Days after written demand therefor from a Seller, reimburse such Seller and any of its Affiliates against, and reimburse Seller and its Affiliates for, any and all related Losses actually paid by Seller or its Affiliates under such Guarantee (in each case, solely to the extent relating to the Business any Guarantee is called upon and except to the extent such Seller is otherwise reimbursed or indemnified by a third party for such Losses). Notwithstanding anything to the contrary in this Agreement, the Parties acknowledge that that the failure to obtain any Release or replacement Guarantee or other security shall not be a breach of this Agreement or any other Transaction Document by Purchaser or any of its Affiliates and that the obtaining make any payment or incur any liability in respect of any such Release or replacement Guarantee or other security Guarantee. This Section 6.12 shall not limit in no event be a condition to Sellerany manner the Buyer’s obligation to consummate the transactions contemplated by this Agreement and the other Transaction Documentsobligations set forth in Section 6.2(b)(iii).

FINANCIAL OBLIGATIONS. At or prior to the Closing, Purchaser and Seller shall cooperate with one another and shall at its sole expense use their respective commercially reasonable best efforts to (a) arrange for to substitute letters of credit, surety bonds, security deposits, Purchaser guarantees and other contractual obligations as the replacement guarantor with respect to replace (or backstop in a manner satisfactory to Seller, acting reasonably) the outstanding letters of credit, surety bonds, security deposits, guarantees and other contractual obligations entered into by or on behalf of Seller, any Seller Entity or any of their respective Affiliates (other than the Purchased Companies) to the extent relating to the Business, the Purchased Assets or the Assumed Liabilities listed Credit Enhancements set forth on Section 5.9 3.18 of the Seller Disclosure Schedules (togetherSchedule and any Credit Enhancements entered into by Seller or any of its Affiliates pursuant to Section 5.2(b)(vi)(A)(z), which substitute Credit Enhancement will be in substantially the “Guarantees”) or same form and substance as the relevant Credit Enhancement, and (b) cause the applicable counterparty with respect thereto to the extent permitted by applicable Law and the terms thereof, cause Purchaser to assume all obligations (solely to the extent relating to the Business) under each Guarantee, and use reasonable best efforts to obtain from the creditor, lessor or sublessor or other counterparty provide a full and irrevocable release (a “Release”) of Seller and its Affiliates that are liable, directly or indirectly, for reimbursement to the creditor or fulfillment of other Liabilities to a counterparty in connection with the Guarantees; provided such Credit Enhancements. Purchaser further agrees that Purchaser shall not be obligated to contribute any capital or pay any consideration in any form. To the extent Seller or any of its Affiliates is required to make any payment or incurs any cost or expense, in connection with such Credit Enhancements on or after the beneficiary or counterparty under Closing with respect to any Guarantee does not accept any such substitute letter of credit, Purchaser guarantee or other obligation proffered by Purchaser and Purchaser is not permitted to assume or cause to be assumed any such Guarantee in accordance with the foregoing clause (b)Assumed Liability, Purchaser shall indemnify and hold harmless Seller and its Affiliates against, and reimburse Seller and its Affiliates for, any and all related Losses actually paid by amounts paid, including costs or expenses in connection with such Credit Enhancement, including Seller’s and any of its Affiliates’ reasonable and documented, out-of-pocket expenses in maintaining such Credit Enhancements, whether or not any such Credit Enhancement is drawn upon or required to be performed and shall in any event promptly and in no event later than five (5) Business Days after written demand therefor from Seller, reimburse Seller or and any of its Affiliates under such Guarantee (in each case, solely to the extent relating to the Business that any Credit Enhancement is called upon and except to the extent Seller is otherwise reimbursed or indemnified by a third party for such Losses). Notwithstanding anything to the contrary in this Agreement, the Parties acknowledge that that the failure to obtain any Release or replacement Guarantee or other security shall not be a breach of this Agreement or any other Transaction Document by Purchaser or any of its Affiliates and that the obtaining makes any payment in respect of any such Release or replacement Guarantee or other security shall in no event be a condition to Seller’s obligation to consummate the transactions contemplated by this Agreement and the other Transaction DocumentsCredit Enhancement.