Common use of Support Obligations Clause in Contracts

Support Obligations. With respect to each guaranty, letter of credit, indemnity, performance or surety bond, cash deposit or other credit support arrangement issued by or for the account of the Company Entities and posted or provided by Sellers or Sellers’ Affiliates (other than the Company Entities), or by Duke or any of its Affiliates, including those items that are listed in Section 6.12 of the Company Disclosure Schedule (collectively, the “Support Obligations”), Purchaser shall furnish or obtain, as of or within 30 Business Days following the Closing, substitute credit support arrangements in replacement for the Support Obligations (including by furnishing letters of credit or cash collateral) and shall ensure that Sellers, Sellers’ Affiliates, Duke and its Affiliates (as applicable) and, where applicable, their sureties or letter of credit issuers be fully and unconditionally released from their respective obligations under or otherwise with respect to the Support Obligations (with outstanding letters of credit returned by cancellation), in each case, in form and substance reasonably satisfactory to Sellers or the beneficiary of Sellers’ credit support; provided that, with respect to cash deposits, Sellers may elect to have such collateral not replaced by Purchaser and instead leave such collateral in place as of Closing, provided, further, that Sellers shall, and shall cause their Affiliates (which, for the avoidance of doubt, shall not include Duke or any of its Affiliates) to, reasonably cooperate with Purchaser in connection with the foregoing; provided, further, that, notwithstanding anything in this Agreement to the contrary, Purchaser shall furnish or obtain substitute credit support arrangements in replacement for the Specified Support Obligations, and shall ensure that Sellers, Sellers’ Affiliates, Duke and its Affiliates (as applicable) be fully and unconditionally released from their respective obligations under or otherwise with respect to the Specified Support Obligations simultaneously with the Closing, in each case in form and substance reasonably satisfactory to Sellers or the beneficiary of Sellers’ credit support. Notwithstanding Purchaser’s compliance with this Section 6.12, if any such Support Obligation remains outstanding after the Closing, Purchaser shall, effective as of the Closing and until the earlier of release of all Support Obligations by Sellers, Duke or their respective Affiliates, as applicable, (a) indemnify, defend or hold harmless, Sellers, Duke, their respective Affiliates and their respective managers, officers, directors, employees, representatives, successors and assigns from and against, and reimburse and compensate them for, any and all Losses (including any out-of-pocket costs and expenses) incurred by any of them relating to the applicable Support Obligation the release of which did not occur as of the Closing, and not permit any Company Entity to, amend, modify or renew any Contract giving rise to such Support Obligations without the prior written consent of Sellers, and (b) pay to Sellers the applicable fee indicated on Section 6.12 of the Company Disclosure Schedule, which fee shall be due and payable by Purchaser to Sellers in monthly installments in arrears until the release of all Support Obligations. Notwithstanding anything to the contrary herein, during the Interim Period, Sellers and/or Sellers’ Affiliates (including the Company Entities) shall be entitled, in their sole discretion, to replace Specified Support Obligations currently posted or provided by Duke or its Affiliates with cash deposits, letters of credit, guaranties or performance bonds in amounts not materially greater than the amounts set forth on Section 6.12 of the Company Disclosure Schedule, which if posted or provided by Sellers or Sellers’ Affiliates other than the Company Entities, shall be treated as Support Obligations required to be replaced by Purchaser hereunder; provided that any such replacement cash deposits, letters of credit, guaranties or performance bonds shall not be direct obligations of any Company Entities.

Support Obligations. With respect (a) Prior to each guarantyClosing, letter Parent shall use its commercially reasonable efforts (and shall reasonably cooperate with the Sellers’ efforts) to terminate, or cause Parent or any of credit, indemnity, performance or surety bond, cash deposit or other credit support arrangement issued by or the Acquired Companies to be substituted in all respects for the account of the Company Entities Seller and posted or provided by Sellers or Sellers’ their Affiliates (other than the Company EntitiesAcquired Companies) under, and the Sellers, their Affiliates (other than the Acquired Companies), or by Duke or any of its Affiliates, including those items that are listed in Section 6.12 of the Company Disclosure Schedule (collectively, the “Support Obligations”), Purchaser shall furnish or obtain, as of or within 30 Business Days following the Closing, substitute credit support arrangements in replacement for the Support Obligations (including by furnishing letters of credit or cash collateral) and shall ensure that Sellers, Sellers’ Affiliates, Duke and its Affiliates (as applicable) and, where applicable, their sureties or letter of credit issuers issuers, to be fully and unconditionally released from their respective obligations under, the Support Obligations set forth in Section 6.10 of the Company Disclosure Schedule as soon as possible after Closing. In furtherance and not in limitation of the preceding sentence, at the Sellers’ request, Parent will offer (and provide, if accepted) (i) a sufficient amount of letters of credit, (ii) cash collateral, and (iii) to assume the Sellers’ or their Affiliates’ obligations under or otherwise guaranties, to the counterparties with respect to the Support Obligations (with outstanding letters of credit returned by cancellation), to enable the Sellers and their Affiliates to terminate such Support Obligations without liability or otherwise be released or replaced in each case, in form and substance reasonably satisfactory to Sellers or the beneficiary of Sellers’ credit supportconnection therewith; provided that, with respect to cash depositseach Support Obligation, Sellers may elect to have such collateral not replaced by Purchaser and instead leave such collateral in place as of Closing, provided, further, that Sellers shall, and shall cause their Affiliates (which, for the avoidance of doubt, Parent shall not include Duke be required under this Section 6.10 to deliver replacement credit support of the same type as, or with terms and conditions substantially similar to, such Support Obligations, provided that the replacement credit support delivered by Parent complies with the terms and conditions of the applicable Contract or is otherwise acceptable to the counterparty thereto. For any Support Obligations for which Parent or any of its Affiliates) to, reasonably cooperate with Purchaser in connection with the foregoing; provided, further, that, notwithstanding anything in this Agreement to the contrary, Purchaser shall furnish or obtain substitute credit support arrangements in replacement for the Specified Support Obligations, and shall ensure that Sellers, Sellers’ Affiliates, Duke and its Affiliates (as applicable) be fully and unconditionally released from their respective obligations under or otherwise with respect to the Specified Support Obligations simultaneously with the Closing, in each case in form and substance reasonably satisfactory to Sellers or the beneficiary of Sellers’ credit support. Notwithstanding Purchaser’s compliance with this Section 6.12, if any such Support Obligation remains outstanding after the Closing, Purchaser shall, effective as of the Closing and until the earlier of release of all Support Obligations by Sellers, Duke or their respective AffiliatesAcquired Companies, as applicable, (a) indemnify, defend or hold harmless, Sellers, Duke, their respective Affiliates is not substituted in all respects for the Sellers and their respective managers, officers, directors, employees, representatives, successors Affiliates (and assigns from for which the Sellers and against, and reimburse and compensate them for, any and all Losses (including any out-of-pocket costs and expensestheir Affiliates are not released) incurred by any of them relating to the applicable Support Obligation the release of which did not occur effective as of the Closing, (a) Parent shall continue to use its commercially reasonable efforts and shall cause the Acquired Companies to use their commercially reasonable best efforts to effect such substitution and release as soon as possible after the Closing, and provided, that in the event that any Support Obligation cannot permit any Company Entity be replaced at or prior to the Closing, Parent’s obligations hereunder shall be satisfied if Parent or its Affiliate enters into at Closing a back-to, amend, modify or renew any Contract giving rise -back guarantee with respect to such Support Obligations without Obligation for the prior written consent benefit of the Sellers in the form of an irrevocable, standby letter of credit or other similar form of security for 100% of the Sellers, ’ or their Affiliates’ obligations with respect to such Support Obligation and (b) pay the Sellers and their Affiliates shall continue to Sellers maintain such support Obligations as required pursuant to the terms of the Support Obligations and the related Contracts. (b) If any continuing Support Obligation addressed by the last sentence of Section 6.10(a) is drawn upon after the Closing Date, Parent shall pay, or cause the applicable fee indicated on Section 6.12 Acquired Company to pay, Sellers or their designees the amount so claimed or drawn within ten (10) Business Days after the date of the Company Disclosure Scheduledraw. If Parent, which fee shall be due and payable by Purchaser or the applicable Acquired Company, fails to pay Sellers in monthly installments in arrears until the release of all Support Obligations. Notwithstanding anything to the contrary herein, or their designees during the Interim Periodsuch ten (10) Business Day period, Sellers and/or Sellers’ Affiliates (including may draw upon the Company Entities) shall be entitled, in their sole discretion, to replace Specified Support Obligations currently posted or back-to-back guarantee provided by Duke Parent or its Affiliates Affiliate in accordance with cash deposits, letters of credit, guaranties or performance bonds in amounts not materially greater than the amounts set forth on Section 6.12 of the Company Disclosure Schedule, which if posted or provided by Sellers or Sellers’ Affiliates other than the Company Entities, shall be treated as Support Obligations required to be replaced by Purchaser hereunder; provided that any such replacement cash deposits, letters of credit, guaranties or performance bonds shall not be direct obligations of any Company Entitiesterms thereof.

Support Obligations. With respect (i) Buyer recognizes that Seller and certain of its Affiliates have provided credit support to each guarantythe Paper Group, letter of credit, indemnity, performance or surety bond, cash deposit or their Subsidiaries and the Business and may have to (but shall not be obligated to) provide other credit support arrangement issued in connection with the transactions contemplated by or for the account of the Company Entities and posted or provided by Sellers or Sellers’ Affiliates (other than the Company Entities), or by Duke or any of its Affiliates, including those items that are listed in Section 6.12 of the Company Disclosure Schedule this Agreement (collectively, the “Support Obligations”). Buyer shall use reasonable best efforts to effect the full and unconditional release of Seller and its Affiliates from all Support Obligations, Purchaser including by the issuance, to the beneficiaries thereof, in sufficient amount of letters of credit, guaranties, cash collateral and/or other credit support as would reasonably be expected to cause the release of the Support Obligations. (ii) In connection with replacement of such Support Obligation by Buyer, Buyer and Seller shall furnish cooperate to cause the beneficiary or obtainbeneficiaries of the Support Obligations to terminate and redeliver to Seller or its Affiliates, as applicable, as soon as practicable, each original copy of each original guaranty, letter of credit or within 30 Business Days following other instrument constituting or evidencing such Support Obligations as well as to redeliver to Seller and its Affiliates, any cash collateral in respect of the Support Obligations and, as to any Support Obligations terminated after the Closing, substitute credit support arrangements in replacement for the Support Obligations (including by furnishing letters of credit promptly to redeliver such originals or cash collateral) and shall ensure that Sellers, Sellers’ to Seller or its Affiliates, Duke and its Affiliates (as applicable) and, where applicable, their sureties or letter of credit issuers be fully and unconditionally released from their respective obligations under or otherwise with respect to the Support Obligations (with outstanding letters of credit returned by cancellation), in each case, to take such other actions as may be required to terminate such Support Obligations. (iii) If Buyer is not successful in form obtaining the complete and substance reasonably satisfactory unconditional release of Seller and its Affiliates from the Support Obligations prior to Sellers or the beneficiary of Sellers’ credit support; provided that, with respect to cash deposits, Sellers may elect to have such collateral not replaced by Purchaser and instead leave such collateral in place as of Closing, providedthen Buyer shall continue to try to obtain such release after Closing and shall indemnify, furtherdefend and hold harmless Seller and its Affiliates from and against any and all Losses incurred by any such indemnified Persons in connection with the Support Obligations. Buyer shall, that Sellers shallfor so long as any Support Obligation remains outstanding, not, and shall cause each member of the Paper Group and their Affiliates (whichrespective Subsidiaries not to, for the avoidance of doubt, shall not include Duke effect any amendments or modifications or any other changes to the contracts, guaranties or letters of its Affiliatescredit 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. (iv) to, reasonably cooperate with Purchaser in connection with the foregoing; provided, further, that, notwithstanding Notwithstanding anything in this Agreement to the contrary, Purchaser during the period from the date of this Agreement until the Closing Date, Buyer shall furnish have the right to contact and have discussions with each beneficiary of a Support Obligation in order to satisfy its obligations under this Section 8O; provided that (a) Buyer shall give Seller prior notice before making any such contact, (b) Seller shall have the right to have one of its representatives present on the telephone line or obtain substitute credit support arrangements in replacement person, as applicable, during any such contact or discussion, (c) Buyer shall only contact and hold discussions with such beneficiaries through representatives of Buyer previously approved by Seller, and (d) Buyer shall cause such representatives to comply with all procedures and protocols regarding such contacts and discussions that may be established by Seller. (v) Prior to the Release Date, each of Buyer and Buyer Sub agrees not to assign, sell, transfer or convey all or any portion of the Target Units and/or the Paper Units and shall cause the members of the Paper Group not to assign, sell, transfer or convey all or any substantial portion of the assets of the Paper Group and its Subsidiaries, in a single transaction or series of related transactions, in each case without the assignment to the transferee of the rights of Buyer and Buyer Sub under this Agreement and the assumption in writing by the transferee (which assumption shall be enforceable by Seller and its Affiliates) of the obligations of Buyer and Buyer Sub under this Agreement (including the obligations of Buyer and Buyer Sub pursuant to this Section 8O); provided that, for the Specified 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 8O. Buyer and Buyer Sub agree to take such actions such that any assignment, sale, transfer or conveyance in contravention of the preceding sentence shall be null and void ab initio. Buyer and Buyer Sub 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 and Buyer Sub’s rights and obligations under this Agreement, Buyer and Buyer Sub shall have no further rights or obligations under this Agreement (except for obligations relating to breaches by Buyer and/or Buyer Sub 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, and shall ensure that Sellers, Sellers’ Affiliates, Duke and its Affiliates (as applicable) be Obligations have been fully and unconditionally released from their respective and the date on which Seller has no more obligations owing to Buyer and/or Buyer Sub under or otherwise with respect to the Specified Support Obligations simultaneously with the Closing, in each case in form and substance reasonably satisfactory to Sellers or the beneficiary of Sellers’ credit support. Notwithstanding Purchaser’s compliance with this Section 6.12, if any such Support Obligation remains outstanding after the Closing, Purchaser shall, effective as of the Closing and until the earlier of release of all Support Obligations by Sellers, Duke or their respective Affiliates, as applicable, (a) indemnify, defend or hold harmless, Sellers, Duke, their respective Affiliates and their respective managers, officers, directors, employees, representatives, successors and assigns from and against, and reimburse and compensate them for, any and all Losses (including any out-of-pocket costs and expenses) incurred by any of them relating to the applicable Support Obligation the release of which did not occur as of the Closing, and not permit any Company Entity to, amend, modify or renew any Contract giving rise to such Support Obligations without the prior written consent of Sellers, and (b) pay to Sellers the applicable fee indicated on Section 6.12 of the Company Disclosure Schedule, which fee shall be due and payable by Purchaser to Sellers in monthly installments in arrears until the release of all Support Obligations. Notwithstanding anything to the contrary herein, during the Interim Period, Sellers and/or Sellers’ Affiliates (including the Company Entities) shall be entitled, in their sole discretion, to replace Specified Support Obligations currently posted or provided by Duke or its Affiliates with cash deposits, letters of credit, guaranties or performance bonds in amounts not materially greater than the amounts set forth on Section 6.12 of the Company Disclosure Schedule, which if posted or provided by Sellers or Sellers’ Affiliates other than the Company Entities, shall be treated as Support Obligations required to be replaced by Purchaser hereunder; provided that any such replacement cash deposits, letters of credit, guaranties or performance bonds shall not be direct obligations of any Company EntitiesAgreement.

Support Obligations. With (a) Buyer recognizes that certain of the Non-Company Affiliates have provided credit support to certain of the Project Companies with respect to each guaranty, letter of credit, indemnity, performance or surety bond, cash deposit or other the Projects pursuant to certain credit support arrangement issued by or for the account obligations, all of which that are outstanding as of the Company Entities and posted or provided by Sellers or Sellers’ Affiliates date hereof are set forth on Schedule 6.5(a) (other than the Company Entities), or by Duke or any of its Affiliates, including those items that are listed in Section 6.12 of the Company Disclosure Schedule (collectively, the “Support Obligations”). (b) Prior to Closing, Purchaser Buyer shall furnish or obtainuse commercially reasonable efforts to effect the full and unconditional release, effective as of or within 30 Business Days following the ClosingClosing Date, substitute credit support arrangements in replacement for 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 furnishing letters of credit or cash collateralby: (i) and shall ensure that Sellers, Sellers’ Affiliates, Duke and its Affiliates (as applicablesubject to Section 6.5(c) and, where applicable, their sureties or letter of credit issuers be fully and unconditionally released from their respective obligations under or otherwise with respect to the Lease Guaranty and the Specified Guaranties, providing a Buyer guaranty to replace each existing guaranty that is a Support Obligation containing terms equal to or more favorable to the beneficiary thereof than the terms of such existing guaranty (other than with respect to the credit rating of the guarantor); provided, that if the beneficiary of any existing guaranty does not accept such a replacement guaranty by the date that is 45 days after the date hereof (A) and the terms of such existing guaranty or of any Contract or Law requiring such existing guaranty to be maintained permit the replacement of such existing guaranty with another form of credit support, Buyer will offer the beneficiary of such existing guaranty such other form of credit support in order to obtain the release of such existing guaranty or (B) if the terms of such existing guaranty or of any such Contract or Law requiring such existing guaranty to be maintained do not so permit the replacement of such existing guaranty, Buyer will offer to replace such existing guaranty with a Letter of Credit or cash in the amount of such existing guaranty in substitution therefor; (ii) furnishing 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 letter of credit; (iii) instituting an escrow arrangement to replace each existing escrow arrangement that is a Support Obligation with terms equal to or more favorable to the counterparty thereunder than the terms of such existing escrow arrangement; (iv) posting a surety or performance bond to replace each existing surety or performance bond that is a Support Obligation issued by a Person having a net worth and Credit Rating at least equal to those of the issuer of such existing surety or performance bond, and containing terms and conditions that are substantially identical to the terms and conditions of such existing surety or performance bond; and (v) replacing any other security agreement or arrangement on substantially identical terms and conditions to the existing security agreement or arrangement that is a Support Obligation. (c) Effective on or prior to Closing: (i) With respect to the Lease Guaranty, Buyer shall cause the full defeasance of the Outstanding Bonds (as defined in the South Bay Indenture) in accordance with Article X of the South Bay Indenture or, if such Outstanding Bonds cannot be defeased on the Closing Date, shall have deposited into an escrow account satisfactory to Seller an amount of cash necessary to effect the defeasance described above in this clause (i); (ii) With respect to the PG&E Guaranties, the SDUPD Guaranties, and the SDG&E Guaranty (collectively, the “Specified Guaranties”) and the Lease Guaranty (other than the obligations thereunder that are satisfied by the defeasance of the Outstanding Bonds (as defined in the South Bay Indenture) in accordance with Section 6.5(c)(i)), Buyer shall use commercially reasonable efforts to effect the full and unconditional release of Duke Capital LLC from all obligations thereunder in accordance with the requirements of Section 6.5(b)(i) and by offering to the applicable beneficiaries of such guaranties both (A) an unlimited guaranty from Buyer to cover any obligations thereunder and (B)(1) with respect to the Lease Guaranty, a Letter of Credit in an amount equal to $34 million,, (2) with respect to the PG&E Guaranties, one or more Letters of Credit in an amount equal to $15 million in the aggregate for all such PG&E Guaranties; (3) with respect to the SDUPD Guaranties, one or more Letters of Credit in an amount equal to $5 million in the aggregate for all of the SDUPD Guaranties, and (4) with respect to the SDG&E Guaranty, a Letter of Credit in an amount equal to $1 million. (d) Buyer shall use commercially reasonable efforts to cause the beneficiary or beneficiaries of the Support Obligations to (with outstanding letters i) remit any cash to Seller or one of its Affiliates, as applicable, held under any escrow arrangement that is a Support Obligation promptly following the replacement of such escrow arrangement pursuant to Section 6.5(b)(iii) and (ii) terminate and redeliver to Seller or one of its Affiliates each original copy of each original guaranty, letter of credit returned or other instrument constituting or evidencing such Support Obligations. (e) If Buyer is not successful, following the use of commercially reasonable efforts, in obtaining the complete and unconditional release of the Non-Company Affiliates from any Support Obligations prior to Closing (each such Support Obligation, until such time as such Support Obligation is released in accordance with Section 6.5(e)(i), a “Continuing Support Obligation”), then: (i) from and after the Closing, Buyer shall continue to use commercially reasonable efforts to obtain promptly the full and unconditional release of the Non-Company Affiliates from each Continuing Support Obligation; (ii) Buyer shall indemnify Seller and the Non-Company Affiliates for any liabilities, losses, costs or expenses incurred by cancellation)it or the Non-Company Affiliates in connection with each Continuing Support Obligation; (iii) Buyer shall not, and shall cause the Project Companies not to, effect any amendments or modifications or any other changes to the contracts or obligations to which any of the Continuing Support Obligations relate, or to otherwise take any action, in each casecase that increases, extends or accelerates the liability of the Non-Company Affiliates under any Continuing Support Obligation, without Seller’s prior written consent; (iv) Buyer shall deliver to Seller (for the benefit of Duke Capital LLC) at the Closing and maintain at all times until the full and unconditional release of each Continuing Support Obligation in accordance with Section 6.5(e)(i) either: (A) a Letter of Credit in an amount equal to maximum amount as set forth under “Subject Amount” on Schedule 6.5(a) for all Continuing Support Obligations in the aggregate (and the full amount of such Letter of Credit shall be available for drawing with respect to any one or more of the Continuing Support Obligations), which shall include, as applicable, (1) until such time as the San Diego Unified Port District (or another Person mutually agreed by the Parties) provides an acknowledgement to Seller and Buyer that the demolition and remediation under the South Bay Lease Facility have been completed in accordance with the terms of the South Bay Lease Facility, an amount equal to $34 million with respect to the obligations under the Lease Guaranty, (other than the obligations thereunder that are satisfied by the defeasance of the Outstanding Bonds (as defined in the South Bay Indenture) in accordance with Section 6.5(c)(i)),(2) $21.0 million in the aggregate for the PG&E Guaranties, the SDUPD Guaranties and the SDG&E Guaranty collectively (the “Specified Guaranty Amount”), which Specified Guaranty Amount shall decrease upon the full and unconditional release of (x) the PG&E Guaranties by $15 million, (y) the SDUPD Guaranties by $5 million, and (z) the SDG&E Guaranty by $1 million; provided that if Buyer elects to fulfill its obligations under this Section 6.5(e)(iv) through the provision of a Letter of Credit under this clause (A) then, on the last Business Day of each three month period after the later of the Closing Date or the effective date of such guaranty through the ten year anniversary of the Closing Date, Buyer shall pay Seller or Seller’s designee a fee of 1.0% (on a per annum basis) on the amount under the heading “Subject Amount” on Schedule 6.5(a) with respect to each Specified Guaranty, which fee shall increase by an additional 0.5% (on a per annum basis) on each six month anniversary of the Closing Date (or such effective date, as applicable) with respect to any such Specified Guaranty that remains outstanding, up to a maximum fee of 3.0% (on a per annum basis); or (B) an unlimited guaranty of the Buyer’s obligations hereunder with respect to the Continuing Support Obligations from a Person with a Credit Rating of Investment Grade, which guarantee shall be in form and substance reasonably satisfactory to Sellers Seller in its sole discretion, provided that if Buyer elects to fulfill its obligations under this Section 6.5(e)(iv) through the provision of a guaranty pursuant to this clause (B), then on the last Business Day of each three month period after the later of the Closing Date or the beneficiary effective date of Sellers’ credit support; provided thatsuch guaranty, Buyer shall pay Seller or Seller’s designee a fee of 1.0% (on a per annum basis) on the amount under the heading “Subject Amount” on Schedule 6.5(a) with respect to cash depositseach Continuing Support Obligation, Sellers may elect which fee shall increase by an additional 0.5% (on a per annum basis) on each six month anniversary of the Closing Date (or such effective date, as applicable) with respect to have any such collateral not replaced by Purchaser and instead leave such collateral in place as Continuing Support Obligation that remains outstanding, up to a maximum fee of Closing, provided, further, that Sellers shall, and shall cause their Affiliates 3.0% (which, for the avoidance of doubt, shall not include Duke or any of its Affiliateson a per annum basis); (f) to, reasonably cooperate with Purchaser in connection with the foregoing; provided, further, that, notwithstanding Notwithstanding anything in this Agreement to the contrary, Purchaser Seller and the Non-Company Affiliates may not terminate any Continuing Support Obligations at any time after the Closing Date until such Continuing Support Obligations terminate or expire by their terms or by consent of the applicable beneficiary or are replaced pursuant to this Section 6.5. (g) During the Interim Period, Buyer shall furnish have the right to contact and have discussions with each beneficiary of a Support Obligation in order to satisfy its obligations under this Section 6.5; provided, however, that Buyer shall give Seller prior notice before making any such contact. (h) From and after the Closing, Buyer shall indemnify Duke Capital LLC for any liabilities, losses, costs or obtain substitute credit support arrangements expenses incurred by it under (i) any guaranty issued by it pursuant to (A) the requirements of Section 2.4(m) of the Cooperation Agreement in replacement for respect of the Specified Support Obligations, Port Leases and shall ensure that Sellers, Sellers’ Affiliates, Duke and its Affiliates Permits (as applicabledefined in the Cooperation Agreement) be fully or (B) the requirements of Section 13.14 of the Cooperation Agreement, in either case where such liabilities, losses, costs or expenses are incurred due to a breach of the Cooperation Agreement by Duke South Bay or a breach of such Port Leases and unconditionally released from their respective obligations under Permits and (ii) the Siemens Guaranty, except to the extent any such liabilities, losses, costs or otherwise expenses with respect to the Specified Support Obligations simultaneously with Siemens Guaranty constitute an Excluded Liability described as the Closing, in each case in form and substance reasonably satisfactory to Sellers or second item under the beneficiary of Sellers’ credit support. Notwithstanding Purchaser’s compliance with this Section 6.12, if any such Support Obligation remains outstanding after the Closing, Purchaser shall, effective as of the Closing and until the earlier of release of all Support Obligations by Sellers, Duke or their respective Affiliates, as applicable, (a) indemnify, defend or hold harmless, Sellers, Duke, their respective Affiliates and their respective managers, officers, directors, employees, representatives, successors and assigns from and against, and reimburse and compensate them for, any and all Losses (including any out-of-pocket costs and expenses) incurred by any of them relating to the applicable Support Obligation the release of which did not occur as of the Closing, and not permit any Company Entity to, amend, modify or renew any Contract giving rise to such Support Obligations without the prior written consent of Sellers, and (b) pay to Sellers the applicable fee indicated heading “Bridgeport” on Section 6.12 of the Company Disclosure Schedule, which fee shall be due and payable by Purchaser to Sellers in monthly installments in arrears until the release of all Support Obligations. Notwithstanding anything to the contrary herein, during the Interim Period, Sellers and/or Sellers’ Affiliates (including the Company Entities) shall be entitled, in their sole discretion, to replace Specified Support Obligations currently posted or provided by Duke or its Affiliates with cash deposits, letters of credit, guaranties or performance bonds in amounts not materially greater than the amounts set forth on Section 6.12 of the Company Disclosure Schedule, which if posted or provided by Sellers or Sellers’ Affiliates other than the Company Entities, shall be treated as Support Obligations required to be replaced by Purchaser hereunder; provided that any such replacement cash deposits, letters of credit, guaranties or performance bonds shall not be direct obligations of any Company EntitiesSchedule 6.6.

Support Obligations. With respect to each guaranty, letter of credit, indemnity, performance or surety bond, cash deposit or other credit support arrangement issued by or for the account of the Company Entities and posted or provided by Sellers or Sellers’ Affiliates (other than the Company Entities), or by Duke or any of its Affiliates, including those items that are listed in Section 6.12 of the Company Disclosure Schedule (collectively, the “Support Obligations”), Clearway Purchaser shall furnish or obtain, as of or within 30 Business Days following the Closing, substitute credit support arrangements in replacement for the Support Obligations (including by furnishing letters of credit or cash collateral) and shall ensure that Sellers, Sellers’ Affiliates, Duke and its Affiliates (as applicable) and, where applicable, their sureties or letter of credit issuers be fully and unconditionally released from their respective obligations under or otherwise with respect to the Support Obligations (with outstanding letters of credit returned by cancellation), in each case, in form and substance reasonably satisfactory to Sellers or the beneficiary of Sellers’ credit support; provided that, with respect to cash deposits, Sellers may elect to have such collateral not replaced by Clearway Purchaser and instead leave such collateral in place as of Closing, provided, further, that Sellers shall, and shall cause their Affiliates (which, for the avoidance of doubt, shall not include Duke or any of its Affiliates) to, reasonably cooperate with Clearway Purchaser in connection with the foregoing; provided, further, that, notwithstanding anything in this Agreement to the contrary, Clearway Purchaser shall furnish or obtain substitute credit support arrangements in replacement for the Specified Support Obligations, and shall ensure that Sellers, Sellers’ Affiliates, Duke and its Affiliates (as applicable) be fully and unconditionally released from their respective obligations under or otherwise with respect to the Specified Support Obligations simultaneously with the Closing, in each case in form and substance reasonably satisfactory to Sellers or the beneficiary of Sellers’ credit support. Notwithstanding Clearway Purchaser’s compliance with this Section 6.12, if any such Support Obligation remains outstanding after the Closing, Clearway Purchaser shall, effective as of the Closing and until the earlier of release of all Support Obligations by Sellers, Duke or their respective Affiliates, as applicable, (a) indemnify, defend or hold harmless, Sellers, Duke, their respective Affiliates and their respective managers, officers, directors, employees, representatives, successors and assigns from and against, and reimburse and compensate them for, any and all Losses (including any out-of-pocket costs and expenses) incurred by any of them relating to the applicable Support Obligation the release of which did not occur as of the Closing, and not permit any Company Entity to, amend, modify or renew any Contract giving rise to such Support Obligations without the prior written consent of Sellers, and (b) pay to Sellers the applicable fee indicated on Section 6.12 of the Company Disclosure Schedule, which fee shall be due and payable by Clearway Purchaser to Sellers in monthly installments in arrears until the release of all Support Obligations. Notwithstanding anything to the contrary herein, during the Interim Period, Sellers and/or Sellers’ Affiliates (including the Company Entities) shall be entitled, in their sole discretion, to replace Specified Support Obligations currently posted or provided by Duke or its Affiliates with cash deposits, letters of credit, guaranties or performance bonds in amounts not materially greater than the amounts set forth on Section 6.12 of the Company Disclosure Schedule, which if posted or provided by Sellers or Sellers’ Affiliates other than the Company Entities, shall be treated as Support Obligations required to be replaced by Clearway Purchaser hereunder; provided that any such replacement cash deposits, letters of credit, guaranties or performance bonds shall not be direct obligations of any Company Entities.

Support Obligations. With respect On or prior to the Closing Date, Buyer shall replace each guarantyof the Support Obligations with parent guarantees, letter letters of credit, indemnitybonds, performance indemnities, or surety bondanother credit assurance of comparable and sufficient nature, cash deposit or other credit support arrangement issued by or for in each case in form that satisfies the account requirements of the Company Entities underlying Contract requiring provision of such Support Obligations in such a manner that each such Support Obligation is released and posted or provided returned by Sellers or Sellers’ Affiliates (other than the Company Entities)beneficiary thereof, or cancelled or otherwise terminated, by Duke or the Closing Date. Notwithstanding the foregoing, Sellers (acting in their sole discretion) shall have the option to elect to waive the condition precedent with respect to replacement of any of its Affiliatesindividual Support Obligations in order to facilitate timely Closing, including those items that are listed in Section 6.12 of which case Buyer shall be obligated to complete such replacement in the Company Disclosure Schedule (collectively, the “Support Obligations”), Purchaser shall furnish or obtain, as of or same manner within 30 10 Business Days following after the Closing, substitute credit support arrangements and in the event of any draw on or claim against the applicable Support Obligation in the period after the Closing and before replacement for the of such Support Obligations (including Obligation by furnishing letters of credit or cash collateral) ▇▇▇▇▇, ▇▇▇▇▇ agrees to indemnify and shall ensure that Sellers, Sellers’ Affiliates, Duke hold harmless Sellers and its Affiliates (as applicable) and, where applicable, their sureties or letter of credit issuers be fully and unconditionally released from their respective obligations under or otherwise with respect to the Support Obligations (with outstanding letters of credit returned by cancellation), in each case, in form and substance reasonably satisfactory to Sellers or the beneficiary of Sellers’ credit support; provided that, with respect to cash deposits, Sellers may elect to have such collateral not replaced by Purchaser and instead leave such collateral in place as of Closing, provided, further, that Sellers shall, and shall cause their Affiliates (which, excluding for the avoidance of doubt, any Company Entity) for any and all resulting Losses (including the payment of any costs incurred by Sellers in maintaining such Support Obligations), and Buyer shall not include Duke or any of its Affiliates) to, reasonably cooperate with Purchaser in connection with the foregoing; provided, further, that, notwithstanding anything in this Agreement deliver to Sellers prior to the contraryClosing a first-demand, Purchaser shall furnish non-revocable and transferrable bank guarantee or obtain substitute letter of credit, issued by an international bank of primary standing (and with a credit support arrangements rating of investment grade by a reputable rating agency), in replacement for a form reasonably satisfactory to Sellers, guaranteeing without any exceptions or conditions Buyer’s indemnification obligations under this Section 6.07, that is callable, pursuant to and in accordance with its terms until the Specified later of (i) the full release of all outstanding Support Obligations, and shall ensure that Sellers, Sellers’ Affiliates, Duke (ii) the full and its Affiliates (as applicable) be fully and unconditionally released from their respective final discharge of all of Buyer’s obligations under or otherwise with respect to the Specified Support Obligations simultaneously with the Closing, in each case in form and substance reasonably satisfactory to Sellers or the beneficiary of Sellers’ credit support. Notwithstanding Purchaser’s compliance with this Section 6.12, if any such Support Obligation remains outstanding after the Closing, Purchaser shall, effective as of the Closing and until the earlier of release of all Support Obligations by Sellers, Duke or their respective Affiliates, as applicable, (a) indemnify, defend or hold harmless, Sellers, Duke, their respective Affiliates and their respective managers, officers, directors, employees, representatives, successors and assigns from and against, and reimburse and compensate them for, any and all Losses (including any out-of-pocket costs and expenses) incurred by any of them relating to the applicable Support Obligation the release of which did not occur as of the Closing, and not permit any Company Entity to, amend, modify or renew any Contract giving rise to such Support Obligations without the prior written consent of Sellers, and (b) pay to Sellers the applicable fee indicated on Section 6.12 of the Company Disclosure Schedule, which fee shall be due and payable by Purchaser to Sellers in monthly installments in arrears until the release of all Support Obligations. Notwithstanding anything to the contrary herein, during the Interim Period, Sellers and/or Sellers’ Affiliates (including the Company Entities) shall be entitled, in their sole discretion, to replace Specified Support Obligations currently posted or provided by Duke or its Affiliates with cash deposits, letters of credit, guaranties or performance bonds in amounts not materially greater than the amounts set forth on Section 6.12 of the Company Disclosure Schedule, which if posted or provided by Sellers or Sellers’ Affiliates other than the Company Entities, shall be treated as Support Obligations required to be replaced by Purchaser hereunder; provided that any such replacement cash deposits, letters of credit, guaranties or performance bonds shall not be direct obligations of any Company Entities6.07.

Support Obligations. (a) With respect to each guaranty, letter of credit, indemnity, performance or surety bond, cash deposit lien structure or other similar credit support arrangement issued by or for the account of the any Acquired Company Entities and posted or provided by Sellers or Sellers’ Affiliates (other than the Company Entities), or by Duke or any of its Affiliates, including those items that are is listed in Section 6.12 6.10(a) of the Company Seller Disclosure Schedule or, if not required to be issued as of the date of this Agreement, are otherwise required pursuant to the terms of the Material Contracts as described in Section 6.10(a) of the Seller Disclosure Schedule (collectively, the “Support Obligations”), the Purchaser shall furnish or use commercially reasonable efforts (and the Seller shall reasonably cooperate with the Purchaser’s efforts) to obtain, as of or within 30 Business Days following prior to the Closing, substitute credit support arrangements in replacement for the Support Obligations (including by furnishing letters of credit or cash collateral) and shall ensure to procure that Sellersthe Seller, Sellers’ Affiliates, Duke and its Affiliates (as applicable) and, where applicable, their sureties or letter of credit issuers be fully and unconditionally released from their respective obligations under or otherwise with respect to the Support Obligations (with outstanding letters of credit returned by cancellation)Obligations, in each case, in form and substance reasonably satisfactory to Sellers or the beneficiary of Sellers’ credit supportSeller; provided that, without limiting the Purchaser’s obligations under this Section 6.10(a), the Purchaser shall be required to offer to provide (i) a letter of credit in favor of General Electric International, Inc. in the amount of $10,000,000 with respect to cash depositsthe ▇▇▇▇▇▇▇▇▇ LTSA and (ii) a letter of credit in favor of General Electric International, Sellers may elect Inc. in the amount of $7,000,000 with respect to have the ▇▇▇▇ LTSA. (b) If the Purchaser, despite using commercially reasonable efforts, is unable (i) to obtain such collateral not replaced by Purchaser and instead leave such collateral in place as release of the Seller, its Affiliates and, where applicable, their sureties or letter of credit issuers prior to the Closing, provided, further, that Sellers shall, and shall cause their Affiliates or (which, for the avoidance of doubt, shall not include Duke or any of its Affiliatesii) to, reasonably cooperate with Purchaser in connection with the foregoing; provided, further, that, notwithstanding anything in this Agreement to the contrary, Purchaser shall furnish or obtain deliver such substitute credit support arrangements in replacement for the Specified Support Obligations, then the Seller shall maintain, or cause to be maintained, such Support Obligations for up to a period of twelve (12) months after the Closing Date, in the amount, for the term and in the form required pursuant to the applicable Contract or Law (as in effect as of Closing) under which such Support Obligation was provided, and the Purchaser shall ensure (A) provide the Seller letters of credit, in form and substance reasonably acceptable to the Seller, that Sellers, Sellers’ can be drawn upon to reimburse the Seller or its Affiliates, Duke as applicable, for any draw on such Support Obligations occurring after the Closing, (B) indemnify, defend and hold harmless the Seller and its Affiliates from and against any and all Liabilities incurred by the Seller or its Affiliates in connection with such Support Obligations from and after Closing (as including the payment of any reasonable, documented out-of-pocket costs incurred by the Seller or its Affiliates in maintaining such Support Obligation) and (C) use commercially reasonable efforts to procure that the Seller, its Affiliates and, where applicable) , their sureties or letter of credit issuers be fully and unconditionally released from their respective obligations under or otherwise with respect to the Specified Support Obligations simultaneously with the Closing, in each case in form and substance reasonably satisfactory to Sellers or the beneficiary of Sellers’ credit support. Notwithstanding Purchaser’s compliance with this Section 6.12, if any such Support Obligation remains outstanding as soon as practicable after the Closing, Purchaser shall, effective as of . On the Closing and until date that is the earlier of release of all Support Obligations by Sellers, Duke or their respective Affiliates, as applicable, twelve (a12) indemnify, defend or hold harmless, Sellers, Duke, their respective Affiliates months after the Closing Date and their respective managers, officers, directors, employees, representatives, successors and assigns from and against, and reimburse and compensate them for, any and all Losses (including any out-of-pocket costs and expenses) incurred by any of them relating to the date on which the applicable Support Obligation is replaced by the Purchaser, the Seller shall terminate, or shall cause the termination of, any applicable Support Obligations for which Purchaser has not obtained such substitution, termination or release as contemplated by this Section 6.10 (“Terminated Credit Support”), and at such time the Seller shall cause any letter of which did not occur as credit provided to the Seller pursuant to this Section 6.10 to be immediately terminated and promptly returned to the Purchaser pursuant to documentation reasonably requested by the Purchaser. Without limiting the Purchaser’s obligations under clause (B) above, if the Seller or an Affiliate thereof incurs any liability or cost after the Closing in connection with the Terminated Credit Support (including for breach of the Closing, and not permit any Company Entity to, amend, modify or renew any Contract giving rise obligation to such maintain Support Obligations without on and after the prior written consent date that is twelve (12) months after the Closing Date), Purchaser shall indemnify, defend and hold harmless Seller and its Affiliates from and against any and all Liabilities incurred by Seller or its Affiliates in connection with the Terminated Credit Support. (c) For the avoidance of Sellersdoubt (i) any substitute credit support arrangements shall not be taken into account for purposes of determining the Purchase Price, and (bii) pay nothing in this Section 6.10 shall require Seller to Sellers extend the applicable fee indicated on Section 6.12 term of the Company Disclosure Schedule, which fee shall be due and payable by Purchaser to Sellers in monthly installments in arrears until the release of all Support Obligations. Notwithstanding anything to the contrary herein, during the Interim Period, Sellers and/or Sellers’ Affiliates (including the Company Entities) shall be entitled, in their sole discretion, to replace Specified any Support Obligations currently posted or provided by Duke or its Affiliates beyond the date of which such Credit Support would otherwise expire in accordance with cash deposits, letters of credit, guaranties or performance bonds in amounts not materially greater than the amounts set forth on Section 6.12 of the Company Disclosure Schedule, which if posted or provided by Sellers or Sellers’ Affiliates other than the Company Entities, shall be treated as Support Obligations required to be replaced by Purchaser hereunder; provided that any such replacement cash deposits, letters of credit, guaranties or performance bonds shall not be direct obligations of any Company Entitiesterms thereof.

Support Obligations. With respect (a) Prior to each guarantyClosing, letter Purchaser shall use its commercially reasonable efforts (and shall reasonably cooperate with the Sellers’ efforts) to terminate, or cause Purchaser or any of credit, indemnity, performance or surety bond, cash deposit or other credit support arrangement issued by or the Acquired Companies to be substituted in all respects for the account of the Company Entities Seller and posted or provided by Sellers or Sellers’ their Affiliates (other than the Company EntitiesAcquired Companies) under, and the Sellers, their Affiliates (other than the Acquired Companies), or by Duke or any of its Affiliates, including those items that are listed in Section 6.12 of the Company Disclosure Schedule (collectively, the “Support Obligations”), Purchaser shall furnish or obtain, as of or within 30 Business Days following the Closing, substitute credit support arrangements in replacement for the Support Obligations (including by furnishing letters of credit or cash collateral) and shall ensure that Sellers, Sellers’ Affiliates, Duke and its Affiliates (as applicable) and, where applicable, their sureties or letter of credit issuers issuers, to be fully and unconditionally released from their respective obligations under, the Support Obligations set forth in Section 6.10 of the Company Disclosure Schedule as soon as possible after Closing. In furtherance and not in limitation of the preceding sentence, at the Sellers’ request, Purchaser will offer (and provide, if accepted) (i) a sufficient amount of letters of credit, (ii) cash collateral, and (iii) to assume the Sellers’ or their Affiliates’ obligations under or otherwise guaranties, to the counterparties with respect to the Support Obligations (with outstanding letters of credit returned by cancellation), to enable the Sellers and their Affiliates to terminate such Support Obligations without liability or otherwise be released or replaced in each case, in form and substance reasonably satisfactory to Sellers or the beneficiary of Sellers’ credit supportconnection therewith; provided that, with respect to cash depositseach Support Obligation, Sellers may elect Purchaser shall not be required under this Section 6.10 to have deliver replacement credit support of the same type as, or with terms and conditions substantially similar to, such collateral not replaced Support Obligations, provided that the replacement credit support delivered by Purchaser complies with the terms and instead leave such collateral in place as conditions of Closing, provided, further, that Sellers shall, and shall cause their Affiliates (which, the applicable Contract or is otherwise acceptable to the counterparty thereto. For any Support Obligations for the avoidance of doubt, shall not include Duke which Purchaser or any of its Affiliates) to, reasonably cooperate with Purchaser in connection with the foregoing; provided, further, that, notwithstanding anything in this Agreement to the contrary, Purchaser shall furnish or obtain substitute credit support arrangements in replacement for the Specified Support Obligations, and shall ensure that Sellers, Sellers’ Affiliates, Duke and its Affiliates (as applicable) be fully and unconditionally released from their respective obligations under or otherwise with respect to the Specified Support Obligations simultaneously with the Closing, in each case in form and substance reasonably satisfactory to Sellers or the beneficiary of Sellers’ credit support. Notwithstanding Purchaser’s compliance with this Section 6.12, if any such Support Obligation remains outstanding after the Closing, Purchaser shall, effective as of the Closing and until the earlier of release of all Support Obligations by Sellers, Duke or their respective AffiliatesAcquired Companies, as applicable, (a) indemnify, defend or hold harmless, Sellers, Duke, their respective Affiliates is not substituted in all respects for the Sellers and their respective managers, officers, directors, employees, representatives, successors Affiliates (and assigns from for which the Sellers and against, and reimburse and compensate them for, any and all Losses (including any out-of-pocket costs and expensestheir Affiliates are not released) incurred by any of them relating to the applicable Support Obligation the release of which did not occur effective as of the Closing, (a) Purchaser shall continue to use its commercially reasonable efforts and shall cause the Acquired Companies to use their commercially reasonable best efforts to effect such substitution and release as soon as possible after the Closing, and provided, that in the event that any Support Obligation cannot permit any Company Entity be replaced at or prior to the Closing, Purchaser’s obligations hereunder shall be satisfied if Purchaser or its Affiliate enters into at Closing a back-to, amend, modify or renew any Contract giving rise -back guarantee with respect to such Support Obligations without Obligation for the prior written consent benefit of the Sellers in the form of an irrevocable, standby letter of credit or other similar form of security for 100% of the Sellers, ’ or their Affiliates’ obligations with respect to such Support Obligation and (b) pay the Sellers and their Affiliates shall continue to Sellers maintain such Support Obligations as required pursuant to the terms of the Support Obligations and the related Contracts. (b) If any continuing Support Obligation addressed by the last sentence of Section 6.10(a) is drawn upon after the Closing Date, Purchaser shall pay, or cause the applicable fee indicated on Section 6.12 Acquired Company to pay, Sellers or their designees the amount so claimed or drawn within ten (10) Business Days after the date of the Company Disclosure Scheduledraw. If Purchaser, which fee shall be due and payable or the applicable Acquired Company, fails to pay Sellers or their designees during such ten (10) Business Day period, Sellers may draw upon the back-to-back guarantee provided by Purchaser to Sellers in monthly installments in arrears until the release of all Support Obligations. Notwithstanding anything to the contrary herein, during the Interim Period, Sellers and/or Sellers’ Affiliates (including the Company Entities) shall be entitled, in their sole discretion, to replace Specified Support Obligations currently posted or provided by Duke or its Affiliates Affiliate in accordance with cash deposits, letters of credit, guaranties or performance bonds in amounts not materially greater than the amounts set forth on Section 6.12 of the Company Disclosure Schedule, which if posted or provided by Sellers or Sellers’ Affiliates other than the Company Entities, shall be treated as Support Obligations required to be replaced by Purchaser hereunder; provided that any such replacement cash deposits, letters of credit, guaranties or performance bonds shall not be direct obligations of any Company Entitiesterms thereof.

Support Obligations. With (a) Buyer recognizes that certain of the Non-Company Affiliates have provided credit support on behalf of certain of the Acquired Companies with respect to each guarantythe operation of their respective Businesses, letter to the Coal Participant Project Operators with respect to the Coal Participant Projects and otherwise pursuant to certain credit support obligations, including guarantees, letters of credit, indemnityescrow arrangements, surety and performance or surety bond, cash deposit or other credit support arrangement issued by or for the account of the Company Entities bonds and posted or provided by Sellers or Sellers’ Affiliates security agreements and arrangements (other than the Company Entitiescollateral included in Net Working Capital), or by Duke or any all of its Affiliates, including those items which that are listed in Section 6.12 outstanding as of the Company Disclosure date hereof are set forth on Schedule 6.5(a) (collectively, the “Support Obligations”), Purchaser shall furnish or obtain, as of or within 30 Business Days following . (b) Prior to the Closing, substitute credit support arrangements in replacement for Buyer shall use commercially reasonable efforts to effect the full and unconditional release, effective as of 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 Dedicated Contract, the terms of this Section 6.5 shall apply only to such Support Obligations posted or maintained in connection with those Affiliate Dedicated Contracts that become Assigned Contracts), including by furnishing letters by: (i) providing a Buyer guaranty to replace each existing guaranty that is a Support Obligation containing terms equal to or more favorable to the beneficiary thereof than the terms of credit or cash collateral) and shall ensure that Sellers, Sellers’ Affiliates, Duke and its Affiliates such existing guaranty (as applicable) and, where applicable, their sureties or letter of credit issuers be fully and unconditionally released from their respective obligations under or otherwise other than with respect to the credit rating of the guarantor); provided that if the beneficiary of any existing guaranty does not accept such a replacement guaranty (effective as of the Closing) by the date that is forty-five (45) days after the date hereof (A) and the terms of such existing guaranty or of any Contract or Law requiring such existing guaranty to be maintained permit the replacement of such existing guaranty with another form of credit support, Buyer shall offer the beneficiary of such existing guaranty such other form of credit support in order to obtain the release of such existing guaranty or (B) if the terms of such existing guaranty or of any such Contract or Law requiring such existing guaranty to be maintained do not so permit the replacement of such existing guaranty, Buyer shall offer to replace such existing guaranty with a Letter of Credit or cash in an amount up to the amount of such existing guaranty in substitution therefor; (ii) furnishing 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 letter of credit; (iii) instituting an escrow arrangement to replace each existing escrow arrangement that is a Support Obligation with terms equal to or more favorable to the counterparty thereunder than the terms of such existing escrow arrangement; (iv) posting a surety or performance bond to replace each existing surety or performance bond that is a Support Obligation issued by a Person having a net worth and Credit Rating at least equal to those of the issuer of such existing surety or performance bond, and containing terms and conditions that are substantially identical to the terms and conditions of such existing surety or performance bond; and (v) replacing any other security agreement or arrangement on substantially identical terms and conditions to the existing security agreement or arrangement that is a Support Obligation. (c) Buyer shall use commercially reasonable efforts to cause the beneficiary or beneficiaries of the Support Obligations to (i) remit any cash to Sellers or their respective Non-Company Affiliates, as applicable, held under any escrow arrangement that is a Support Obligation promptly following the replacement of such escrow arrangement pursuant to Section 6.5(b)(iii) (unless such cash has been reflected in Net Working Capital as being transferred with outstanding letters the Acquired Companies at Closing) and (ii) terminate and redeliver to Sellers or their respective Affiliates each original copy of each original guaranty, letter of credit returned or other instrument constituting or evidencing such Support Obligations; provided that for purposes of clarity, Buyer’s obligations to provide replacement credit support are limited exclusively to those items listed on Schedule 6.5(a), as amended or supplemented pursuant to Section 6.5(g). (d) If Buyer is not successful, following the use of commercially reasonable efforts, in obtaining the complete and unconditional release of the Non-Company Affiliates from any Support Obligations effective as of the Closing (each such Support Obligation, until such time as such Support Obligation is released in accordance with Section 6.5(d)(i), a “Continuing Support Obligation”), then: (i) from and after the Closing, Buyer shall continue to use commercially reasonable efforts to obtain promptly the full and unconditional release of the Non-Company Affiliates from each Continuing Support Obligation; (ii) Buyer shall indemnify each Seller and each Non-Company Affiliate for any Losses incurred by cancellation)each Seller and each Non-Company Affiliate in connection with each Continuing Support Obligation; (iii) Buyer shall not, shall cause each Acquired Company not to and shall use its commercially reasonable efforts to cause each Coal Participant Project Operator not to, effect any amendments or modifications or any other changes to the Contracts or obligations to which any of the Continuing Support Obligations relate, or to otherwise take any action, in each casecase that increases, in form and substance reasonably satisfactory extends or accelerates the liability of the Non-Company Affiliates under any Continuing Support Obligation, without Sellers’ prior written consent; and (iv) Buyer shall deliver to Sellers at the Closing and maintain at all times until the full and unconditional release of each Continuing Support Obligation in accordance with Section 6.5(d)(i) either: (A) a Letter of Credit in an amount equal to maximum amount as set forth under “Subject Amount” on Schedule 6.5(a) for all Continuing Support Obligations in the aggregate (and the full amount of such Letter of Credit shall be available for drawing with respect to any one or more of the beneficiary Continuing Support Obligations), which amount shall be reduced from time to time by the amount of Sellers’ credit supportany Continuing Support Obligations from which Sellers are subsequently released; provided that, if at any time the issuer of the Letter of Credit fails to meet the Minimum Issuer Requirements, then within five (5) Business Days of the earlier of (1) Sellers’ request and (2) Buyer’s knowledge of such failure, Buyer shall replace the Letter of Credit with respect to cash deposits, Sellers may elect to have such collateral not replaced by Purchaser and instead leave such collateral in place as a Letter of Closing, provided, further, Credit from an issuer that Sellers shall, and shall cause their Affiliates (which, for meets the avoidance of doubt, shall not include Duke or any of its Affiliates) to, reasonably cooperate with Purchaser in connection with the foregoingMinimum Issuer Requirements; provided, further, that, notwithstanding if Buyer elects to fulfill its obligations under this Section 6.5(d)(iv) through the provision of a Letter of Credit pursuant to this clause (A), then on the last Business Day of each three (3) month period following the Closing Date until such time as no Continuing Support Obligations remain outstanding, Buyer shall pay Sellers or their designee a fee in respect of each Continuing Support Obligation, with such fee determined in accordance with Section 6.5(d)(iv)(C) below; or (B) an unlimited guaranty of Buyer’s obligations hereunder with respect to the Continuing Support Obligations from a Person with a Credit Rating of Investment Grade, which guarantee shall be in form and substance satisfactory to each Seller in its sole discretion; provided that, if Buyer’s guarantor fails to maintain a Credit Rating of Investment Grade at any time, then Buyer shall provide a Letter of Credit pursuant to Section 6.5(d)(iv)(A) within five (5) Business Days of the earlier of (1) Sellers’ request and (2) Buyer’s knowledge of such failure; provided, further, that, if Buyer elects to fulfill its obligations under this Section 6.5(d)(iv) through the provision of a guaranty pursuant to this clause (B), then on the last Business Day of each three (3) month period following the Closing Date until such time as no Continuing Support Obligations remain outstanding, Buyer shall pay Sellers or their designee a fee in respect of each Continuing Support Obligation, with such fee determined in accordance with Section 6.5(d)(iv)(C) below. (C) The fee payable by Buyer pursuant to clauses (A) and (B) of Sections 6.5(d)(iv) shall be determined as follows: On the last Business Day of the first three (3) month period following the Closing Date, the fee shall be calculated at a rate of one and one-quarter percent (1.25%) (on a per annum basis) on the amount under the heading “Subject Amount” on Schedule 6.5(a) with respect to each Continuing Support Obligation remaining outstanding as of such date, and the rate of such fee shall increase by an additional one-half percent (0.5%) (on a per annum basis) on the last Business Day of each subsequent three (3) month period after such initial three (3) month period after the Closing Date with respect to any such Continuing Support Obligation that remains outstanding, up to a maximum rate of three and one-quarter percent (3.25%) (on a per annum basis); provided that, if any Continuing Support Obligations continue to remain outstanding, then on each twelve (12) month anniversary of the Closing Date, the maximum rate for calculating such fee shall increase over the maximum rate applicable to the immediately preceding twelve (12) month period by the increase in LIBOR over such twelve (12) month period, if any (but for the avoidance of doubt, any decrease in LIBOR shall not affect such maximum rate); provided further, that if the rate for calculating any fee payable under this Section 6.5(d) would exceed the highest rate permitted under applicable Law, then, ipso facto, the rate shall be automatically reduced to the maximum lawful rate. (e) Notwithstanding anything in this Agreement to the contrary, Purchaser each Seller and each Non-Company Affiliate may not terminate any Continuing Support Obligations at any time after the Closing Date until such Continuing Support Obligations terminate or expire by their terms or by consent of the applicable beneficiary or are replaced pursuant to this Section 6.5. (f) During the Interim Period, Buyer shall furnish have the right to contact and have discussions with each beneficiary of a Support Obligation in order to satisfy its obligations under this Section 6.5; provided, however, that Buyer shall give Sellers prior notice before making any such contact. (g) Any and all new or obtain substitute replacement credit support arrangements obligations or any modification or increase in replacement for the Specified Support Obligations, and shall ensure that Sellers, Sellers’ Affiliates, Duke and its Affiliates (as applicable) be fully and unconditionally released from their respective existing credit support obligations entered into or executed by any Seller or Non-Company Affiliate with respect to any Acquired Company and/or under or otherwise the Co-Owner Agreements with respect to the Specified Projects during the Interim Period shall constitute Support Obligations simultaneously with the Closinghereunder, in each case in form and substance reasonably satisfactory to Sellers or the beneficiary all of Sellers’ credit support. Notwithstanding PurchaserBuyer’s compliance with obligations under this Section 6.126.5 shall apply with respect thereto; provided that Sellers shall consult with Buyer prior to any Seller or Non- Company Affiliate entering into or executing any new credit support obligation if as a result of such new credit support obligation, if any such the aggregate outstanding amount of Support Obligation remains outstanding after the Closing, Purchaser shall, effective Obligations as of the Closing and until would be increased by more than $50,000,000 as compared to the earlier outstanding amount of release of all Support Obligations by Sellers, Duke or their respective Affiliates, as applicable, (a) indemnify, defend or hold harmless, Sellers, Duke, their respective Affiliates and their respective managers, officers, directors, employees, representatives, successors and assigns from and against, and reimburse and compensate them for, any and all Losses (including any out-of-pocket costs and expenses) incurred by any of them relating to the applicable Support Obligation the release of which did not occur as of the Closing, and not permit date hereof. Sellers shall have the continuing obligation until the Closing to supplement or amend promptly Schedule 6.5(a) with respect to any Company Entity to, amend, modify or renew any Contract giving rise to such additional Support Obligations without the prior written consent of Sellers, and (b) pay to Sellers the applicable fee indicated on Section 6.12 of the Company Disclosure Schedule, which fee shall be due and payable by Purchaser to Sellers in monthly installments in arrears until the release of all Support Obligations. Notwithstanding anything to the contrary herein, entered into during the Interim Period, Sellers and/or Sellers’ Affiliates (including which, if existing at the Company Entities) shall be entitleddate of this Agreement, in their sole discretion, to replace Specified Support Obligations currently posted or provided by Duke or its Affiliates with cash deposits, letters of credit, guaranties or performance bonds in amounts not materially greater than the amounts set forth on Section 6.12 of the Company Disclosure Schedule, which if posted or provided by Sellers or Sellers’ Affiliates other than the Company Entities, shall be treated as Support Obligations would have been required to be replaced by Purchaser hereunder; provided that any set forth Schedule 6.5(a), and to provide such replacement cash deposits, letters of credit, guaranties supplements or performance bonds shall not be direct obligations of any Company Entitiesamendments to Buyer on a regular basis.

Support Obligations. With (a) Buyer recognizes that certain of the Non-Company Affiliates have provided and/or will provide Credit Support (i) to the Companies, (ii) with respect to each guarantythe Affiliate Contracts, letter of credit, indemnity, performance or surety bond, cash deposit or other credit support arrangement issued by or for and/or (iii) with respect to the account of the Company Entities and posted or provided by Sellers or Sellers’ Affiliates CG&E Transactions pursuant to certain Credit Support obligations (other than the Company Entities), or by Duke or any of its Affiliates, including those items that are listed in Section 6.12 of the Company Disclosure Schedule (collectively, the “Support Obligations”). (b) Prior to Closing, Purchaser Buyer shall furnish or obtainuse commercially reasonable efforts to effect the full and unconditional release, effective as of or within 30 Business Days following the Closing, substitute of the Non-Company Affiliates from all Support Obligations, including by undertaking the following promptly following the Signing Date: (i) offering to each beneficiary thereof a guaranty from a Person with Credit Ratings at least equal to the Required Rating to replace each existing guaranty that is a Support Obligation, which shall contain terms at least as favorable to such beneficiary thereof in all respects (including terms, amount and conditions) than such existing guaranty (other than with respect to the credit rating of the guarantor); provided, that if the beneficiary of any existing guaranty does not accept such a replacement guaranty by the date that is ninety (90) days after the Signing Date (A) and the terms of such existing guaranty or of any Contract or Law requiring such existing guaranty to be maintained permit the replacement of such existing guaranty with another form of credit support, Buyer will offer the beneficiary of such existing guaranty such other form of credit support arrangements in order to obtain the release of such existing guaranty or (B) if the terms of such existing guaranty or of any such Contract or Law requiring such existing guaranty to be maintained do not so permit the replacement for of such existing guaranty, Buyer will offer to replace such existing guaranty with a Letter of Credit or cash in the amount of such existing guaranty in substitution therefor; (ii) furnishing a Letter of Credit to replace each existing letter of credit that is a Support Obligation (including all such letters of credit posted by or on behalf of any Duke Credit Support Provider with respect to the Transactions) containing terms and conditions that are substantially identical to the terms and conditions of such existing letter of credit; (iii) instituting an escrow arrangement to replace each existing escrow arrangement that is a Support Obligation with terms at least as favorable to the counterparty thereunder than the terms of such existing escrow arrangement; (iv) posting a surety or performance bond to replace each existing surety or performance bond that is a Support Obligation issued by a Person having a net worth and Credit Rating at least equal to those of the issuer of such existing surety or performance bond, and containing terms and conditions that are substantially identical to the terms and conditions of such existing surety or performance bond; (v) posting cash to replace any cash that is a Support Obligation provided by a Non-Company Affiliate; provided that Buyer shall have the option to offer a Letter of Credit to replace such cash so long as such Letter of Credit is (A) non-recourse to Seller or any Non-Company Affiliate, (B) issued by Buyer in favor of the applicable Counterparty, (C) in a form acceptable to the applicable Counterparty and Buyer (with a copy of such form of such Letter of Credit provided by Buyer to Seller prior to such Letter of Credit being offered to such Counterparty) and (D) not reasonably expected to delay the consent of the applicable Counterparty to the release of such Credit Support; and (vi) replacing any other security agreement or arrangement on substantially identical terms and conditions to the existing security agreement or arrangement that is a Support Obligation. (c) Buyer shall use commercially reasonable efforts to cause the beneficiary or beneficiaries of the Support Obligations to (including by furnishing i) remit any cash to Seller or one of its Affiliates, as applicable, held under any escrow arrangement that is a Support Obligation promptly following the replacement of such escrow arrangement pursuant to Section 6.7(b)(iii) and (ii) terminate and redeliver to Seller or one of its Affiliates each original copy of each original guaranty, letter of credit or other instrument constituting or evidencing such Support Obligations; provided that if a party is unable to return such item of Credit Support (in the form of guaranties, letters of credit or cash collateralother instruments constituting or evidencing such Support Obligations (other than cash)) and shall ensure that Sellersbecause such items of Credit Support cannot be located after diligent efforts, Sellers’ Affiliatesthen in lieu of returning such item of Credit Support the party obligated to make such return may, Duke and its Affiliates (as applicable) andwith the consent of the Person entitled to receive such Credit Support, where applicableprovide an affidavit of lost guaranty, their sureties or letter of credit issuers be or such other instrument, which shall contain an indemnity reasonably satisfactory to such receiving party and which shall acknowledge that such Credit Support is terminated and no further obligations exist thereunder. (d) If Buyer is not successful, following the use of commercially reasonable efforts, in obtaining the complete and unconditional release of the Non-Company Affiliates from any Support Obligations as of Closing (each such Support Obligation, until such time as such Support Obligation is released in accordance with this Section 6.7(d)(i), a “Continuing Support Obligation”), then: (i) from and after the Closing, Buyer shall use its commercially reasonable efforts to obtain promptly the full and unconditional release of Seller and the Non-Company Affiliates from each Continuing Support Obligation; (ii) Buyer shall indemnify Seller and the Non-Company Affiliates for any Losses incurred by it or the Non-Company Affiliates in connection with each Continuing Support Obligation; (iii) Buyer shall not, and shall cause the Companies not to, effect any amendments or modifications or any other changes to the contracts or obligations to which any of the Continuing Support Obligations relate, or to otherwise take any action, in each case that increases, extends or accelerates the liability of the Non-Company Affiliates under any Continuing Support Obligation, without Seller’s prior written consent; and (e) Until such time as all Continuing Support Obligations in the form of guaranties have been fully and unconditionally released from their respective obligations in accordance with Section 6.7(d), Buyer shall pay to Seller or Seller’s designee on the last Business Day of each month beginning on the last Business Day of the three month anniversary of the Closing Date (each, a “Payment Date”) a fee of 0.55% (on a per annum basis) on (i) the maximum aggregate exposure (determined solely by reference to the maximum amount that may be guaranteed under or otherwise Continuing Support Obligations in accordance with the terms thereof with respect to the Continuing Support Obligations (with outstanding letters of credit returned that are capped, and determined solely by cancellation), in each case, in form and substance reasonably satisfactory reference to Sellers or the beneficiary of Sellers’ credit support; provided that, ▇▇▇▇-to-market exposure thereunder with respect to cash depositsContinuing Support Obligations that are not capped), Sellers may elect to have such collateral not replaced by Purchaser and instead leave such collateral in place calculated as of Closingthe 15th day of such month in which the applicable Payment Date occurs, provided, further, that Sellers shall, and of the applicable Seller or Non-Company Affiliates providing such Continuing Support Obligations. Buyer shall cause their Affiliates deliver to Seller on each Payment Date a listing of any releases of Continuing Support Obligations pursuant to Section 6.7(d) obtained since the prior Payment Date. (which, for the avoidance of doubt, shall not include Duke or any of its Affiliatesf) to, reasonably cooperate with Purchaser in connection with the foregoing; provided, further, that, notwithstanding Notwithstanding anything in this Agreement to the contrary, Purchaser Seller and the Non-Company Affiliates may not terminate any Continuing Support Obligations at any time after the Closing until such Continuing Support Obligations terminate or expire by their terms or by consent of the applicable beneficiary or are replaced pursuant to this Section 6.7. (g) Buyer shall furnish or obtain substitute credit support arrangements have the right to contact and have discussions with each beneficiary of a Support Obligation in replacement for the Specified Support Obligations, and shall ensure that Sellers, Sellers’ Affiliates, Duke and order to satisfy its Affiliates (as applicable) be fully and unconditionally released from their respective obligations under this Section 6.7; provided, however, that Buyer shall give Seller prior notice before making any such contact and Seller shall have the right to be present during any such discussions. (h) From and after Closing, Buyer shall provide or otherwise cause to be provided all Credit Support required to be provided with respect to the Specified Support Obligations simultaneously with CG&E Transactions pursuant to the Closing, terms of the TRS Agreement. (i) Promptly following the effective date of the termination or expiration in each case in form and substance reasonably satisfactory to Sellers or the beneficiary full of Sellers’ credit support. Notwithstanding Purchaser’s compliance with this Section 6.12, if any such Continuing Support Obligation remains outstanding after in the Closingform of a letter of credit (i) that was posted by a Duke Credit Support Provider on behalf of a Company (which, Purchaser shallfor purposes of clarification, effective as shall not include any Credit Support provided with respect to the CG&E Transactions) and (ii) to the extent that such letter of credit was included in the calculation of the Credit Support Payment made by Buyer to Seller pursuant to Article II, Seller shall return to Buyer an amount of cash equal to the portion of the Credit Support Payment allocated to such letter of credit in the calculation thereof minus the amount of any drawings made on such letter of credit on or after Closing and until the earlier of release of all Support Obligations by Sellers, Duke or their respective Affiliates, as applicable, (a) indemnify, defend or hold harmless, Sellers, Duke, their respective Affiliates and their respective managers, officers, directors, employees, representatives, successors and assigns from and against, and reimburse and compensate them for, any and all Losses (including any out-of-pocket costs and expenses) incurred by any of them relating prior to the applicable Support Obligation the release of which did not occur as date of the Closing, and not permit any Company Entity to, amend, modify termination or renew any Contract giving rise to expiration of such Support Obligations without the prior written consent of Sellers, and (b) pay to Sellers the applicable fee indicated on Section 6.12 of the Company Disclosure Schedule, which fee shall be due and payable by Purchaser to Sellers in monthly installments in arrears until the release of all Support Obligations. Notwithstanding anything to the contrary herein, during the Interim Period, Sellers and/or Sellers’ Affiliates (including the Company Entities) shall be entitled, in their sole discretion, to replace Specified Support Obligations currently posted or provided by Duke or its Affiliates with cash deposits, letters letter of credit, guaranties or performance bonds in amounts not materially greater than the amounts set forth on Section 6.12 of the Company Disclosure Schedule, which if posted or provided by Sellers or Sellers’ Affiliates other than the Company Entities, shall be treated as Support Obligations required to be replaced by Purchaser hereunder; provided that any such replacement cash deposits, letters of credit, guaranties or performance bonds shall not be direct obligations of any Company Entities.

Support Obligations. With (a) Purchaser shall use commercially reasonable efforts to replace and effect the release of, effective as of the Closing, the non-cash credit support obligations provided with respect to the Companies and the Facilities listed on Section 6.12 of the Disclosure Letter (the “Non-Cash Credit Support Obligations”), including by: (i) furnishing a letter of credit to replace each guaranty, existing letter of credit that is a Non-Cash Credit Support Obligation containing terms and conditions that are substantially similar to the terms and conditions of such existing letter of credit, indemnityor otherwise reasonably acceptable to Purchaser, performance and from an Acceptable LOC Bank; and (ii) with respect to the Non-Cash Credit Support Obligations consisting of guarantees on Section 6.12 of the Disclosure Letter, offering to provide a letter of credit from an Acceptable LOC Bank in replacement of such guarantee in an amount up to the maximum amount set forth under “Subject Amount” next to such guarantee on Section 6.12 of the Disclosure Letter. (b) If Purchaser is not successful, following the use of commercially reasonable efforts, in obtaining the release of a Non-Company Affiliate from any Non-Cash Credit Support Obligations prior to the Closing (each such Non-Cash Credit Support Obligation, until such time as such Non-Cash Credit Support Obligation is released in accordance with Section 6.12(b)(i), a “Continuing Support Obligation”) then, from and after the Closing: (i) Purchaser shall continue to use its commercially reasonable efforts to obtain the release of the applicable Non-Company Affiliate from such Continuing Support Obligation; (ii) Purchaser shall deliver to Calpine at the Closing, and maintain at all times until the release of such Continuing Support Obligation in accordance with Section 6.12(b)(i), a letter of credit reasonably satisfactory to Calpine from an Acceptable LOC Bank in an amount equal to the maximum amount set forth under “Subject Amount” next to such Continuing Support Obligation on Section 6.12 of the Disclosure Letter, which letter of credit shall terminate when such Continuing Support Obligation is released or surety bondexpires by its terms; (iii) during the period that Calpine has any Continuing Support Obligations outstanding in the form of letters of credit following the thirtieth (30th) day after Closing, cash deposit or other Purchaser, commencing from and after such thirtieth (30th) day, shall pay Calpine a credit support arrangement issued by fee equal to 2.5% per annum on the aggregate “Subject Amount” outstanding with respect to such letters of credit which shall be payable on a monthly basis within ten (10) days of receipt of an invoice from Calpine; (iv) for any Continuing Support Obligations which constitute guarantees, Purchaser shall indemnify and hold Calpine harmless from any Losses incurred under such guarantees after Closing; and (v) Purchaser shall not amend, modify, renew or for the account extend any of the Company Entities and posted underlying Contracts with respect to (or provided by Sellers requiring) such Continuing Support Obligations in any manner that increases or Sellers’ Affiliates (other than the Company Entities), or by Duke extends Calpine’s or any of its Affiliates’ exposure thereunder; and in addition, including those items that are listed Sellers shall have no obligation to amend, modify or extend any letter of credit which remains in Section 6.12 place after Closing (and may cause the termination of the Company Disclosure Schedule (collectively, the any “Support Obligations”), Purchaser shall furnish or obtain, as of or within 30 Business Days following the Closing, substitute credit support arrangements in replacement for the Support Obligations (including by furnishing evergreen” letters of credit prior to the automatic renewal thereof but not sooner than the first anniversary of the Closing). (c) All cash credit support obligations provided by Sellers or cash collateral) and any of their Affiliates with respect to the Companies, the Facilities or the operation thereof, shall ensure that Sellersbe included in the calculation of the Net Working Capital. Sellers shall not, Sellers’ Affiliatesnor shall they permit their Affiliates to, Duke and its Affiliates (as applicable) and, where applicable, their sureties encourage or cause any beneficiary of any credit support consisting of a guarantee or letter of credit issuers be fully and unconditionally released from their respective obligations listed on Section 4.16 of the Disclosure Letter to make demand under or otherwise draw under such guarantee or letter of credit. (d) Assuming compliance by Purchaser with respect to the Support Obligations (with outstanding letters of credit returned by cancellation), in each case, in form and substance reasonably satisfactory to Sellers or the beneficiary of Sellers’ credit support; provided that, with respect to cash depositsthis Section 6.12, Sellers may elect to have such collateral not replaced by Purchaser and instead leave such collateral in place as of Closing, provided, further, that Sellers shall, shall and shall cause their Affiliates (whichto maintain any Continuing Support Obligation which is a guaranty and no Seller shall, for the avoidance of doubt, nor shall not include Duke or any of its Affiliates) Seller permit any Affiliate to, reasonably cooperate with Purchaser in connection with terminate any Continuing Support Obligation which is a guaranty after the foregoing; provided, further, that, notwithstanding anything in this Agreement Closing Date until the Contract relating to such Continuing Support Obligation expires by its terms or by consent of the contrary, Purchaser shall furnish or obtain substitute credit support arrangements in replacement for applicable parties thereto until the Specified Continuing Support Obligations, and shall ensure that Sellers, Sellers’ Affiliates, Duke and its Affiliates (as applicable) be fully and unconditionally released from their respective obligations under or otherwise with respect Obligation is replaced pursuant to the Specified Support Obligations simultaneously with the Closing, in each case in form and substance reasonably satisfactory to Sellers or the beneficiary of Sellers’ credit support. Notwithstanding Purchaser’s compliance with this Section 6.12, if any such Support Obligation remains outstanding after the Closing, Purchaser shall, effective as of the Closing and until the earlier of release of all Support Obligations by Sellers, Duke or their respective Affiliates, as applicable, (a) indemnify, defend or hold harmless, Sellers, Duke, their respective Affiliates and their respective managers, officers, directors, employees, representatives, successors and assigns from and against, and reimburse and compensate them for, any and all Losses (including any out-of-pocket costs and expenses) incurred by any of them relating to the applicable Support Obligation the release of which did not occur as of the Closing, and not permit any Company Entity to, amend, modify or renew any Contract giving rise to such Support Obligations without the prior written consent of Sellers, and (b) pay to Sellers the applicable fee indicated on Section 6.12 of the Company Disclosure Schedule, which fee shall be due and payable by Purchaser to Sellers in monthly installments in arrears until the release of all Support Obligations. Notwithstanding anything to the contrary herein, during the Interim Period, Sellers and/or Sellers’ Affiliates (including the Company Entities) shall be entitled, in their sole discretion, to replace Specified Support Obligations currently posted or provided by Duke or its Affiliates with cash deposits, letters of credit, guaranties or performance bonds in amounts not materially greater than the amounts set forth on Section 6.12 of the Company Disclosure Schedule, which if posted or provided by Sellers or Sellers’ Affiliates other than the Company Entities, shall be treated as Support Obligations required to be replaced by Purchaser hereunder; provided that any such replacement cash deposits, letters of credit, guaranties or performance bonds shall not be direct obligations of any Company Entities.