Common use of Replacement of Credit Support Clause in Contracts

Replacement of Credit Support. (a) Valvoline shall use reasonable best efforts to arrange, at its sole cost and expense and effective on or prior to the Separation Date, the replacement of all guarantees, covenants, indemnities, surety bonds, letters of credit or similar assurances or credit support (“Credit Support Instruments”) provided by or through Ashland Global or any other member of the Ashland Global Group for the benefit of Valvoline or any other member of the Valvoline Group (“Ashland Global Credit Support Instruments”) with alternate arrangements that do not require any credit support from Ashland Global or any other member of the Ashland Global Group, and shall use reasonable best efforts to obtain from the beneficiaries of such Credit Support Instruments written releases (which (i) in the case of a letter of credit or bank guarantee would be effective upon surrender of the original Ashland Global Credit Support Instrument to the originating bank and such bank’s confirmation to Ashland Global of cancelation thereof and (ii) shall expressly release any collateral in respect of such Credit Support Instrument) indicating that Ashland Global or such other member of the Ashland Global Group will, effective upon the consummation of the Separation, have no liability with respect to such Credit Support Instruments, in each case reasonably satisfactory to Ashland Global. (b) Ashland Global shall use reasonable best efforts to arrange, at its sole cost and expense and effective on or prior to the Separation Date, the replacement of all Credit Support Instruments provided by or through Valvoline or any other member of the Valvoline Group for the benefit of Ashland Global or any other member of the Ashland Global Group with alternate arrangements that do not require any credit support from Valvoline or any other member of the Valvoline Group, and shall use reasonable best efforts to obtain from the beneficiaries of such Credit Support Instruments written releases (which (i) in the case of a letter of credit or bank guarantee would be effective upon surrender of the original Valvoline Credit Support Instrument to the originating bank and such bank’s confirmation to Valvoline of cancelation thereof and (ii) shall expressly release any collateral in respect of such Credit Support Instrument) indicating that Valvoline or such other member of the Valvoline Group will, effective upon the consummation of the Separation, have no liability with respect to such Credit Support Instruments, in each case reasonably satisfactory to Valvoline. (c) Ashland Global and Valvoline shall provide each other with written notice of the existence of all Credit Support Instruments within a reasonable period prior to the Separation.

Replacement of Credit Support. (a) Valvoline EPC and EHP shall use commercially reasonable best efforts to arrange, effective at its sole cost and expense and effective on or prior to the Separation DateEffective Time, the release and/or replacement of all guarantees, covenants, indemnities, surety bonds, letters of credit or similar assurances or credit support (“Credit Support Instruments”) provided by or through Ashland Global EPC or any other member of the Ashland Global EPC Group Member for the benefit of Valvoline EHP or any other member of the Valvoline EHP Group Member (“Ashland Global EPC Credit Support Instruments”) ), with alternate arrangements that do not require any credit support from Ashland Global EPC or any other member of the Ashland Global GroupEPC Group Member, and shall use commercially reasonable best efforts to obtain from the beneficiaries of such Credit Support Instruments written releases (which (i) in the case of a letter of credit or bank guarantee would be effective upon surrender of the original Ashland Global Credit Support Instrument to the originating bank and such bank’s confirmation to Ashland Global of cancelation thereof and (ii) shall expressly release any collateral in respect of such Credit Support Instrument) indicating that Ashland Global EPC or such other member of the Ashland Global EPC Group Member will, effective upon the consummation as of the SeparationEffective Time, have no liability with respect to such Credit Support Instruments, in each case reasonably satisfactory to Ashland GlobalEPC. (b) Ashland Global EPC and EHP shall use commercially reasonable best efforts to arrange, effective at its sole cost and expense and effective on or prior to the Separation DateEffective Time, the release and/or replacement of all Credit Support Instruments provided by or through Valvoline EHP or any other member of the Valvoline EHP Group Member for the benefit of Ashland Global EPC or any other member of EPC Group Member (the Ashland Global Group “EHP Credit Support Instruments”) with alternate arrangements that do not require any credit support from Valvoline EHP or any other member of the Valvoline GroupEHP Group Member, and shall use commercially reasonable best efforts to obtain from the beneficiaries of such Credit Support Instruments written releases (which (i) in the case of a letter of credit or bank guarantee would be effective upon surrender of the original Valvoline Credit Support Instrument to the originating bank and such bank’s confirmation to Valvoline of cancelation thereof and (ii) shall expressly release any collateral in respect of such Credit Support Instrument) indicating that Valvoline EHP or such other member of the Valvoline EHP Group Member will, effective upon the consummation as of the SeparationEffective Time, have no liability with respect to such Credit Support Instruments, in each case reasonably satisfactory to ValvolineEHP. (c) Ashland Global To the extent required to obtain a release with respect to: (i) Any EPC Credit Support Instrument, EHP shall execute a Credit Support Instrument in the form of the existing EPC Credit Support Instrument or such other form as is agreed to by the relevant parties to such Credit Support Instrument, which shall include the removal of any Security Interest on or in any EPC Asset that may serve as collateral or security under the terms of such EPC Credit Support Instrument, except to the extent that such existing EPC Credit Support Instrument contains representations, covenants or other terms or provisions either with which EHP (A) would be reasonably unable to comply or (B) would not reasonably be able to avoid breaching; and (ii) Any EHP Credit Support Instrument, EPC shall execute a Credit Support Instrument in the form of the existing EHP Credit Support Instrument or such other form as is agreed to by the relevant parties to such Credit Support Instrument, which shall include the removal of any Security Interest on or in any EHP Asset that may serve as collateral or security under the terms of such EHP Credit Support Instrument, except to the extent that such existing EHP Credit Support Instrument contains representations, covenants or other terms or provisions either with which EPC (A) would be reasonably unable to comply or (B) would not reasonably be able to avoid breaching. (d) Until any required replacement, removal and/or release of a Credit Support Instrument as set forth in clauses (a) and Valvoline (b) of this Section 3.01(d) has been obtained (i) the Party or its relevant Group Member for whose benefit the Credit Support Instrument has been provided shall indemnify and hold harmless the Party which has provided (or whose Group Member has provided) such Credit Support Instrument against or from any Liability arising from or relating thereto (in accordance with the provisions of Article VI) and shall or shall cause one of its Group Members, as agent or subcontractor for such provider, to pay, perform and discharge fully all the obligations or other Liabilities of such provider thereunder; and (ii) each of EPC and EHP, on behalf of themselves and their respective Group Members, agree not to renew or extend the term of, increase its obligations under, or transfer to a Third Party, any loan, guarantee, lease, contract or other obligation for which the other Party or such Party’s Group Member is or may be liable pursuant to or in connection with such Credit Support Instrument unless all obligations of such other Party and the Group Members of such other Party with respect thereto are thereupon terminated by documentation reasonably satisfactory in form and substance to such other Party. (e) EPC and EHP shall provide each other with written notice of the existence of all Credit Support Instruments within a reasonable period prior to the SeparationEffective Time.