Common use of Release of Guarantees Clause in Contracts

Release of Guarantees. In furtherance of, and not in limitation of, the obligations set forth in Section 2.5: (a) On or prior to the Effective Time or as soon as practicable thereafter, each of Parent and SpinCo shall, at the request of the other Party and with the reasonable cooperation of such other Party and the applicable member(s) of such other Party’s Group, use commercially reasonable efforts to (i) have any member(s) of the Parent Group removed as guarantor of or obligor for any SpinCo Liability to the extent that such guarantee or obligation relates to SpinCo Liabilities, including the removal of any Security Interest on or in any Parent Asset that may serve as collateral or security for any such SpinCo Liability; and (ii) have any member(s) of the SpinCo Group removed as guarantor of or obligor for any Parent Liability to the extent that such guarantee or obligation relates to Parent Liabilities, including the removal of any Security Interest on or in any SpinCo Asset that may serve as collateral or security for any such Parent Liability. (b) To the extent required to obtain a release from a guarantee of: (i) any member of the Parent Group, SpinCo shall (or shall cause a member of the SpinCo Group to) execute a guarantee agreement in the form of the existing guarantee or such other form as is agreed to by the relevant parties to such guarantee agreement, which agreement shall include the removal of any Security Interest on or in any Parent Asset that may serve as collateral or security for any SpinCo Liability, except to the extent that such existing guarantee contains representations, covenants or other terms or provisions either (x) with which SpinCo (or any member of the SpinCo Group) would be reasonably unable to comply or (y) which SpinCo (or any member of the SpinCo Group) would not reasonably be able to avoid breaching; and (ii) any member of the SpinCo Group, Parent shall (or shall cause a member of the Parent Group to) execute a guarantee agreement in the form of the existing guarantee or such other form as is agreed to by the relevant parties to such guarantee agreement, which agreement shall include the removal of any Security Interest on or in any SpinCo Asset that may serve as collateral or security for any Parent Liability, except to the extent that such existing guarantee contains representations, covenants or other terms or provisions either (x) with which Parent (or any member of the Parent Group) would be reasonably unable to comply or (y) which Parent (or any member of the Parent Group) would not reasonably be able to avoid breaching. (c) If Parent or SpinCo is unable to obtain, or to cause to be obtained, any such required removal or release as set forth in clauses (a) and (b) of this Section 2.6, (i) the Party or the relevant member of its Group that has assumed the Liability with respect to such guarantee shall indemnify, defend and hold harmless the guarantor or obligor against or from any Liability arising from or relating thereto in accordance with the provisions of Article IV and shall, as agent or subcontractor for such guarantor or obligor, pay, perform and discharge fully all the obligations or other Liabilities of such guarantor or obligor thereunder; and (ii) each of Parent and SpinCo, on behalf of itself and the other members of their respective Group, agrees not to renew or extend the term of, increase any obligations under, or transfer to a Third Party, any loan, guarantee, lease, contract or other obligation for which the other Party or a member of its Group is or may be liable, unless all obligations of such other Party and the members of such other Party’s Group with respect thereto are thereupon terminated by documentation satisfactory in form and substance to such other Party.

Release of Guarantees. In furtherance of, and not in limitation of, the obligations set forth in Section 2.5: (a) On or prior to the applicable Effective Time or as soon as practicable thereafter, each of Parent UTC, Carrier and SpinCo Xxxx, as applicable, shall, at the request of the any other Party that serves (or a member of whose Group serves) as a guarantor of or obligor for any of such first Party’s (or a member of such first Party’s Group’s) Liabilities, including through any Security Interest on or in any of such other Party’s (or a member of such other Party’s Group’s) Assets that serve as collateral or security for any of such first Party’s (or a member of such first Party’s Group’s) Liabilities, and with the reasonable cooperation of such other Party and the applicable member(s) of such other Party’s Group, use commercially reasonable efforts to to, as applicable: (i) have any member(s) of the Parent UTC Group removed as guarantor of or obligor for any SpinCo Carrier or Otis Liability to the extent that such guarantee or obligation relates to SpinCo Carrier or Otis Liabilities, including the removal of any Security Interest on or in any Parent UTC Asset that may serve as collateral or security for any such SpinCo Carrier or Otis Liability; and (ii) have any member(s) of the SpinCo Carrier Group removed as guarantor of or obligor for any Parent UTC or Otis Liability to the extent that such guarantee or obligation relates to Parent UTC or Otis Liabilities, including the removal of any Security Interest on or in any SpinCo Carrier Asset that may serve as collateral or security for any such Parent UTC or Otis Liability; and (iii) have any member(s) of the Otis Group removed as guarantor of or obligor for any UTC or Carrier Liability to the extent that such guarantee or obligation relates to UTC or Carrier Liabilities, including the removal of any Security Interest on or in any Otis Asset that may serve as collateral or security for any such UTC or Carrier Liability. (b) To Notwithstanding anything herein to the contrary, to the extent required to obtain a release from a guarantee of: (i) of any member of the Parent another Party’s Group, SpinCo UTC, Carrier or Xxxx, as applicable, shall (or shall cause a member of the SpinCo Group to) execute a guarantee agreement in the form of the existing guarantee or such other form as is agreed to by the relevant parties to such guarantee agreement, which agreement shall include the removal of any Security Interest on or in any Parent Asset of such other Party that may serve as collateral or security for any SpinCo UTC Liability, Carrier Liability or Otis Liability, as applicable, except to the extent that such existing guarantee contains representations, covenants or other terms or provisions provisions, either (xi) with which SpinCo (UTC, Carrier or any member of the SpinCo Group) Xxxx, as applicable, would be reasonably unable to comply or (yii) which SpinCo (UTC, Carrier or any member of the SpinCo Group) would not reasonably be able to avoid breaching; and (ii) any member of the SpinCo GroupXxxx, Parent shall (or shall cause a member of the Parent Group to) execute a guarantee agreement in the form of the existing guarantee or such other form as is agreed to by the relevant parties to such guarantee agreementapplicable, which agreement shall include the removal of any Security Interest on or in any SpinCo Asset that may serve as collateral or security for any Parent Liability, except to the extent that such existing guarantee contains representations, covenants or other terms or provisions either (x) with which Parent (or any member of the Parent Group) would be reasonably unable to comply or (y) which Parent (or any member of the Parent Group) would not reasonably be able to avoid breaching. (c) If Parent UTC, Carrier or SpinCo Otis is unable to obtain, or to cause to be obtained, any such required removal or release as set forth in clauses (a) and (b) of this Section 2.6, (i) the Party or the relevant member of its Group that has assumed the Liability with respect to that such guarantee relates to shall indemnify, defend and hold harmless the guarantor or obligor against or from any Liability arising from or relating thereto in accordance with the provisions of Article IV and shall, as agent or subcontractor for such guarantor or obligor, pay, perform and discharge fully all the obligations or other Liabilities of such guarantor or obligor thereunder; and (ii) each of Parent UTC, Carrier and SpinCoOtis, on behalf of itself and the other members of their respective its Group, agrees not to renew or extend the term of, increase any obligations under, or transfer to a Third Party, any loan, guarantee, lease, contract or other obligation for which the other Party guarantor or obligor or a member of its Group is or may be liable, liable unless all obligations of such other Party guarantor or obligor and the members of such other Partyguarantor or obligor’s Group with respect thereto are thereupon terminated by documentation satisfactory in form and substance to such other Partyguarantor or obligor.

Release of Guarantees. In furtherance of, and not in limitation of, the obligations set forth in Section 2.5: (a) On or prior to the Effective Time or as soon as practicable thereafter, each of Parent and SpinCo Varex shall, at the request of the other Party and with the reasonable cooperation of such other Party and the applicable member(s) of such other Party’s Group, use commercially reasonable efforts to (i) have any member(s) of the Parent Group removed as guarantor of or obligor for any SpinCo Varex Liability, other than any Varex Liability to the extent that such guarantee or obligation relates to SpinCo Liabilitiesset forth on Schedule 2.6(a), including the removal of any Security Interest on or in any Parent Asset that may serve as collateral or security for any such SpinCo Varex Liability; and (ii) have any member(s) of the SpinCo Varex Group removed as guarantor of or obligor for any Parent Liability to the extent that such guarantee or obligation relates to Parent LiabilitiesLiability, including the removal of any Security Interest on or in any SpinCo Varex Asset that may serve as collateral or security for any such Parent Liability. (b) To the extent required to obtain a release from a guarantee of: (i) any member of the Parent Group, SpinCo Varex shall (or shall cause a member of the SpinCo Group to) execute a guarantee agreement in the form of the existing guarantee or such other form as is agreed to by the relevant parties to such guarantee agreement, which agreement shall include the removal of any Security Interest on or in any Parent Asset that may serve as collateral or security for any SpinCo such Varex Liability, except to the extent that such existing guarantee contains representations, covenants or other terms or provisions either (xi) with which SpinCo (or any member of the SpinCo Group) Varex would be reasonably unable to comply or (yii) which SpinCo (or any member of the SpinCo Group) Varex would not reasonably be able to avoid breaching; and (ii) any member of the SpinCo Varex Group, Parent shall (or shall cause a member of the Parent Group to) execute a guarantee agreement in the form of the existing guarantee or such other form as is agreed to by the relevant parties to such guarantee agreement, which agreement shall include the removal of any Security Interest on or in any SpinCo Varex Asset that may serve as collateral or security for any such Parent Liability, except to the extent that such existing guarantee contains representations, covenants or other terms or provisions either (xi) with which Parent (or any member of the Parent Group) would be reasonably unable to comply or (yii) which Parent (or any member of the Parent Group) would not reasonably be able to avoid breaching. (c) If Parent or SpinCo Varex is unable to obtain, or to cause to be obtained, any such required removal or release release, or is expressly not required to do so, in each case as set forth in clauses (a) and (b) of this Section 2.6, (i) the Party or the relevant member of its Group that has assumed is responsible pursuant to this Agreement for the Liability associated with respect to such guarantee shall indemnify, defend and hold harmless the guarantor or obligor obligor, as applicable, against or from any Liability arising from or relating thereto in accordance with the provisions of Article IV and shall, as agent or subcontractor for such guarantor or obligor, pay, perform and discharge fully all the obligations or other Liabilities of such guarantor or obligor thereunder; and (ii) each of Parent and SpinCoVarex, on behalf of itself and the other members of their respective Group, agrees agree not to renew or extend the term of, increase any obligations under, or transfer to a Third Party, any loan, guarantee, lease, contract or other obligation for which the other Party or a member of its Group is or may be liable, liable unless all obligations of such other Party and the members of such other Party’s Group with respect thereto are thereupon terminated by documentation satisfactory in form and substance to such other Party.

Release of Guarantees. In furtherance of, and not in limitation of, the obligations set forth in Section 2.5: (a) On At or prior to the Effective Time or as soon as practicable thereafter, each of Parent and SpinCo shall, at the request of the other Party and with the reasonable cooperation of such other Party and the applicable member(s) of such other Party’s Group, use commercially reasonable efforts to (i) have any member(s) of the Parent Group removed as guarantor of or obligor for any SpinCo Liability Liability, including the obligations set forth on Schedule 2.6(a), to the extent that such guarantee or obligation relates to SpinCo Liabilities, including the removal of any Security Interest on or in any Parent Asset that may serve as collateral or security for any such SpinCo Liability; and (ii) have any member(s) of the SpinCo Group removed as guarantor of or obligor for any Parent Liability to the extent that such guarantee or obligation relates to Parent Liabilities, including the removal of any Security Interest on or in any SpinCo Asset that may serve as collateral or security for any such Parent Liability; provided that this Section 2.6 shall not apply to any Actions. (b) To the extent required to obtain a release from a guarantee of: (i) any member of the Parent Group, SpinCo shall (or shall cause a another member of the SpinCo Group to) execute a guarantee agreement in the form of the existing guarantee or such other form as is agreed to by the relevant parties to such guarantee agreement, which agreement shall include the removal of any Security Interest on or in any Parent Asset that may serve as collateral or security for any SpinCo Liability, except to the extent that such existing guarantee contains representations, covenants or other terms or provisions either (x) with which SpinCo (or any such other member of the SpinCo Group) would be reasonably unable to comply or (y) which SpinCo (or any such member of the SpinCo Group) would not reasonably be able to avoid breaching; and (ii) any member of the SpinCo Group, Parent shall (or shall cause a another member of the Parent Group to) execute a guarantee agreement in the form of the existing guarantee or such other form as is agreed to by the relevant parties to such guarantee agreement, which agreement shall include the removal of any Security Interest on or in any SpinCo Asset that may serve as collateral or security for any Parent Liability, except to the extent that such existing guarantee contains representations, covenants or other terms or provisions either (x) with which Parent (or any such other member of the Parent Group) would be reasonably unable to comply or (y) which Parent (or any such other member of the Parent Group) would not reasonably be able to avoid breaching. (c) If Parent or SpinCo is unable to obtain, or to cause to be obtained, any such required removal or release as set forth in clauses (a) and (b) of this Section 2.6, (i) the Party or the relevant member of its Group that has assumed the Liability with respect to such guarantee shall indemnify, defend and hold harmless the guarantor or obligor against or from any Liability arising from or relating thereto in accordance with the provisions of Article IV and shall, as agent or subcontractor for such guarantor or obligor, pay, perform and discharge fully all the obligations or other Liabilities of such guarantor or obligor thereunder; and (ii) each of Parent and SpinCo, on behalf of itself and the other members of their respective GroupGroups, agrees not to renew or extend the term of, increase any obligations under, or transfer to a Third Party, any loan, guarantee, lease, contract or other obligation for which the other Party or a member of its Group is or may be liable, liable unless all obligations of such other Party and the members of such other Party’s Group with respect thereto are thereupon terminated by documentation satisfactory in form and substance to such other Party.

Release of Guarantees. In furtherance of, and not in limitation of, the obligations (i) Except as otherwise expressly set forth in Section 2.5: (a) On or prior to the Effective Time or as soon as practicable thereafterany International Transition Period Agreements, each of Parent Xxxxxx and SpinCo shallAbbVie, at the request of the other Party and with the reasonable cooperation of such other Party and the applicable member(s) of such other Party’s Group, shall use commercially reasonable efforts efforts, as soon as is reasonably practicable, to (iA) have any member(s) of the Parent Group AbbVie or an AbbVie Subsidiary removed as guarantor of or obligor for any SpinCo Abbott Liability to the extent that such guarantee guarantees or obligation relates obligations relate to SpinCo Abbott Liabilities, including which shall include the removal of any Security Interest on or in any Parent AbbVie Asset that may serve as collateral or security for any such SpinCo Abbott Liability; and (iiB) have any member(s) of the SpinCo Group Abbott or an Abbott Subsidiary removed as guarantor of or obligor for any Parent AbbVie Liability to the extent that such guarantee guarantees or obligation relates obligations relate to Parent AbbVie Liabilities, including which shall include the removal of any Security Interest on or in any SpinCo Abbott Asset that may serve as collateral or security for any such Parent AbbVie Liability; provided, however, that, except as otherwise expressly provided in the Ancillary Agreements and without limiting the requirements under Section 2.11(c)(ii), the use of commercially reasonable efforts under this Section 2.11(c)(i) shall not obligate either Abbott or AbbVie (nor any of their respective Subsidiaries) to contribute any capital, pay any consideration, grant any concession or incur any additional Liability to any Third Party other than ordinary and customary fees to a Governmental Authority from whom such Consents, substitutions, amendments, terminations or releases are requested. (bii) To the extent required to obtain a release from a guarantee ofguarantee: (iA) any member of the Parent GroupAbbott or an Abbott Subsidiary, SpinCo AbbVie shall (or shall cause a member of the SpinCo Group to) execute a guarantee agreement in the form of the existing guarantee or such other form as is agreed to by the relevant parties to such guarantee agreement, which agreement shall include the removal of any Security Interest on or in any Parent Abbott Asset that may serve as collateral or security for any SpinCo such AbbVie Liability, except to the extent that such existing guarantee contains representations, covenants or other terms or provisions either (x) with which SpinCo AbbVie (or any member of the SpinCo Group1) would be reasonably unable to comply or (y) which SpinCo (or any member of the SpinCo Group2) would not reasonably be able to avoid breaching; and (iiB) any member of the SpinCo GroupAbbVie or an AbbVie Subsidiary, Parent Abbott shall (or shall cause a member of the Parent Group to) execute a guarantee agreement in the form of the existing guarantee or such other form as is agreed to by the relevant parties to such guarantee agreement, which agreement shall include the removal of any Security Interest on or in any SpinCo AbbVie Asset that may serve as collateral or security for any Parent such Abbott Liability, except to the extent that such existing guarantee contains representations, covenants or other terms or provisions either (x) with which Parent Abbott (or any member of the Parent Group1) would be reasonably unable to comply or (y) which Parent (or any member of the Parent Group2) would not reasonably be able to avoid breaching. (ciii) If Parent Abbott or SpinCo AbbVie is unable to obtain, or to cause to be obtained, any such required removal or release as set forth in clauses (ai) and (bii) of this Section 2.62.11(c), (iA) the Party or the its relevant member of its Group Subsidiary that has assumed the Liability with respect to such guarantee shall indemnify, defend indemnify and hold harmless the guarantor or obligor against or from any Liability arising from or relating thereto (in accordance with the provisions of Article IV IV) and shallshall or shall cause one of its Subsidiaries, as agent or subcontractor for such guarantor or obligor, to pay, perform and discharge fully all the obligations or other Liabilities of such guarantor or obligor thereunder; and (iiB) except as otherwise expressly set forth in the International Transition Period Agreements, each of Parent Xxxxxx and SpinCoAbbVie, on behalf of itself themselves and the other members of their respective GroupSubsidiaries, agrees agree not to renew or extend the term of, increase any its obligations under, or transfer to a Third Party, any loan, guarantee, lease, contract or other obligation for which the other Party or a member of its Group such Party’s Subsidiaries is or may be liable, liable unless all obligations of such other Party and the members Subsidiaries of such other Party’s Group Party with respect thereto are thereupon terminated by documentation reasonably satisfactory in form and substance to such other Party.

Release of Guarantees. In furtherance of, and not in limitation of, the obligations set forth in Section 2.5: (a) On or prior to the Effective Time or as soon as practicable thereafter, each of Parent Grace and SpinCo GCP shall, at the request of the other Party and with the reasonable cooperation of such other Party and the applicable member(s) of such other Party’s Group, use commercially reasonable efforts to (i) have any member(s) of the Parent Grace Group removed as guarantor of or obligor for any SpinCo GCP Liability to the extent that such guarantee or obligation relates they relate to SpinCo GCP Liabilities, including the removal of any Security Interest on or in any Parent Grace Asset that may serve as collateral or security for any such SpinCo GCP Liability; , and (ii) have any member(s) of the SpinCo GCP Group removed as guarantor of or obligor for any Parent Grace Liability to the extent that such guarantee or obligation relates they relate to Parent Grace Liabilities, including the removal of any Security Interest on or in any SpinCo GCP Asset that may serve as collateral or security for any such Parent Grace Liability. (b) To the extent required to obtain a release from a guarantee of: (i) any member of the Parent Grace Group, SpinCo GCP shall (or shall cause a member of the SpinCo Group to) execute a guarantee agreement in the form of the existing guarantee or such other form as is agreed to by the relevant parties to such guarantee agreement, which agreement shall include the removal of any Security Interest on or in any Parent Grace Asset that may serve as collateral or security for any SpinCo such Grace Liability, except to the extent that such existing guarantee contains representations, covenants or other terms or provisions either (xi) with which SpinCo (or any member of the SpinCo Group) GCP would be reasonably unable to comply or (yii) which SpinCo (or any member of the SpinCo Group) GCP would not reasonably be able to avoid breaching; and (ii) any member of the SpinCo GCP Group, Parent Grace shall (or shall cause a member of the Parent Group to) execute a guarantee agreement in the form of the existing guarantee or such other form as is agreed to by the relevant parties to such guarantee agreement, which agreement shall include the removal of any Security Interest on or in any SpinCo GCP Asset that may serve as collateral or security for any Parent such GCP Liability, except to the extent that such existing guarantee contains representations, covenants or other terms or provisions either (xi) with which Parent (or any member of the Parent Group) Grace would be reasonably unable to comply or (yii) which Parent (or any member of the Parent Group) Grace would not reasonably be able to avoid breaching. (c) If Parent Grace or SpinCo GCP is unable to obtain, or to cause to be obtained, any such required removal or release as set forth in clauses (a) and (b) of this Section 2.6, (i) the Party that has assumed, or the relevant member of its whose Group that has assumed assumed, the Liability with respect to such guarantee shall indemnify, defend and hold harmless the guarantor or obligor against or from any Liability arising from or relating thereto in accordance with the provisions of Article IV and such Party shall, or shall cause the applicable member of its Group to, as agent or subcontractor for such guarantor or obligor, pay, perform and discharge fully all the obligations or other Liabilities of such guarantor or obligor thereunder; thereunder and (ii) each of Parent Grace and SpinCoGCP, on behalf of itself and the other members of their its respective Group, agrees not to renew or extend the term of, increase any obligations under, or transfer to a Third Party, any loan, guarantee, lease, contract or other obligation for which the other Party or a member of its Group is or may be liable, liable unless all obligations of such other Party and the members of such other Party’s Group with respect thereto are thereupon terminated by documentation satisfactory in form and substance to such other Party.

Release of Guarantees. In furtherance of, and not in limitation of, the obligations set forth in Section 2.52.6: (a) On At or prior to the Effective Time Distribution Date or as soon as practicable thereafter, each of Parent and SpinCo Xxxx shall, at the request of the other Party and with the reasonable cooperation of such other Party and the applicable member(s) of such other Party’s Group, use commercially reasonable efforts to (i) have any member(s) of the Parent Group removed as guarantor of or obligor for any SpinCo Xxxx Liability, other than any Xxxx Liability to the extent that such guarantee or obligation relates to SpinCo Liabilitiesset forth on Schedule 2.7, including the removal of any Security Interest on or in any Parent Asset that may serve as collateral or security for any such SpinCo Xxxx Liability; and (ii) have any member(s) of the SpinCo Xxxx Group removed as guarantor of or obligor for any Parent Liability to the extent that such guarantee or obligation relates to Parent LiabilitiesLiability, including the removal of any Security Interest on or in any SpinCo Xxxx Asset that may serve as collateral or security for any such Parent Liability. (b) To the extent required to obtain a release from a guarantee of: (i) any member of the Parent Group, SpinCo Xxxx shall (or shall cause a member of the SpinCo Group to) execute a guarantee agreement in the form of the existing guarantee or such other form as is agreed to by the relevant parties to such guarantee agreement, which agreement shall include the removal of any Security Interest on or in any Parent Asset that may serve as collateral or security for any SpinCo such Xxxx Liability, except to the extent that such existing guarantee contains representations, covenants or other terms or provisions either (xi) with which SpinCo (or any member of the SpinCo Group) Xxxx would be reasonably unable to comply or (yii) which SpinCo (or any member of the SpinCo Group) Xxxx would not reasonably be able to avoid breaching; and (ii) any member of the SpinCo Xxxx Group, Parent shall (or shall cause a member of the Parent Group to) execute a guarantee agreement in the form of the existing guarantee or such other form as is agreed to by the relevant parties to such guarantee agreement, which agreement shall include the removal of any Security Interest on or in any SpinCo Xxxx Asset that may serve as collateral or security for any such Parent Liability, except to the extent that such existing guarantee contains representations, covenants or other terms or provisions either (xi) with which Parent (or any member of the Parent Group) would be reasonably unable to comply or (yii) which Parent (or any member of the Parent Group) would not reasonably be able to avoid breaching. (c) If Parent or SpinCo Xxxx is unable to obtain, or to cause to be obtained, any such required removal or release release, or is expressly not required to do so, in each case as set forth in clauses (a) and (b) of this Section 2.62.7, (i) the Party or the relevant member of its Group that has assumed is responsible pursuant to this Agreement for the Liability associated with respect to such guarantee shall indemnify, defend and hold harmless the guarantor or obligor obligor, as applicable, against or from any Liability arising from or relating thereto in accordance with the provisions of Article IV V and shall, as agent or subcontractor for such guarantor or obligor, pay, perform and discharge fully all the obligations or other Liabilities of such guarantor or obligor thereunder; and (ii) each of Parent and SpinCoXxxx, on behalf of itself and the other members of their respective Group, agrees agree not to renew or extend the term of, increase any obligations under, or transfer to a Third Party, any loan, guarantee, lease, contract or other obligation for which the other Party or a member of its Group is or may be liable, liable unless all obligations of such other Party and the members of such other Party’s Group with respect thereto are thereupon terminated by documentation satisfactory in form and substance to such other Party.

Release of Guarantees. In furtherance of, and not in limitation of, the obligations set forth in Section 2.5: (a) On or prior to the Effective Time or as soon as practicable thereafter, each of Parent and SpinCo shall, at the request of the other Party and with the reasonable cooperation of such other Party and the applicable member(s) of such other Party’s Group, use commercially reasonable efforts to (i) have any member(s) of the Parent Group removed as guarantor of or obligor for any SpinCo Liability to the extent that such guarantee or obligation relates they relate to SpinCo Liabilities, including the removal of any Security Interest on or in any Parent Asset that may serve as collateral or security for any such SpinCo Liability; and (ii) have any member(s) of the SpinCo Group removed as guarantor of or obligor for any Parent Liability to the extent that such guarantee or obligation relates they relate to Parent Liabilities, including the removal of any Security Interest on or in any SpinCo Asset that may serve as collateral or security for any such Parent Liability. (b) To the extent required to obtain a release from a guarantee of: (i) any member of the Parent Group, SpinCo shall (or shall cause a member of the SpinCo Group to) execute a guarantee agreement in the form of the existing guarantee or such other form as is agreed to by the relevant parties to such guarantee agreement, which agreement shall include the removal of any Security Interest on or in any Parent Asset that may serve as collateral or security for any SpinCo such Parent Liability, except to the extent that such existing guarantee contains representations, covenants or other terms or provisions either (xi) with which SpinCo (or any member of the SpinCo Group) would be reasonably unable to comply or (yii) which SpinCo (or any member of the SpinCo Group) would not reasonably be able to avoid breaching; and (ii) any member of the SpinCo Group, Parent shall (or shall cause a member of the Parent Group to) execute a guarantee agreement in the form of the existing guarantee or such other form as is agreed to by the relevant parties to such guarantee agreement, which agreement shall include the removal of any Security Interest on or in any SpinCo Asset that may serve as collateral or security for any Parent such SpinCo Liability, except to the extent that such existing guarantee contains representations, covenants or other terms or provisions either (xi) with which Parent (or any member of the Parent Group) would be reasonably unable to comply or (yii) which Parent (or any member of the Parent Group) would not reasonably be able to avoid breaching. (c) If Parent or SpinCo is unable to obtain, or to cause to be obtained, any such required removal or release as set forth in clauses (a) and (b) of this Section 2.6, (i) the Party or the relevant member of its Group that has assumed the Liability with respect to such guarantee shall indemnify, defend and hold harmless the guarantor or obligor against or from any Liability arising from or relating thereto in accordance with the provisions of Article IV and shall, as agent or subcontractor for such guarantor or obligor, pay, perform and discharge fully all the obligations or other Liabilities of such guarantor or obligor thereunder; and (ii) each of Parent and SpinCo, on behalf of itself and the other members of their respective Group, agrees agree not to renew or extend the term of, increase any obligations under, or transfer to a Third Party, any loan, guarantee, lease, contract or other obligation for which the other Party or a member of its Group is or may be liable, liable unless all obligations of such other Party and the members of such other Party’s Group with respect thereto are thereupon terminated by documentation satisfactory in form and substance to such other Party.

Release of Guarantees. In furtherance of, and not in limitation of, the obligations set forth in Section 2.51.06: (a) On or prior to the Effective Time or as soon as practicable thereafter, each of Parent Labcorp and SpinCo Fortrea shall, at the request of the other Party and with the reasonable cooperation of such other Party and the applicable member(s) of such other Party’s Group, use commercially reasonable efforts Commercially Reasonable Efforts to (i) have any member(s) of the Parent Labcorp Group removed as guarantor of or obligor for any SpinCo Fortrea Liability to the extent that such guarantee or obligation relates to SpinCo Fortrea Liabilities, including the removal of any Security Interest on or in any Parent Labcorp Asset that may serve as collateral or security for any such SpinCo Fortrea Liability; and (ii) have any member(s) of the SpinCo Fortrea Group removed as guarantor of or obligor for any Parent Labcorp Liability to the extent that such guarantee or obligation relates to Parent Labcorp Liabilities, including the removal of any Security Interest on or in any SpinCo Fortrea Asset that may serve as collateral or security for any such Parent Labcorp Liability. (b) To the extent required to obtain a release from a guarantee of: (i) any member of the Parent Labcorp Group, SpinCo Fortrea shall (or shall cause a member of the SpinCo Fortrea Group to) execute a guarantee agreement in the form of the existing guarantee or such other form as is agreed to by the relevant parties to such guarantee agreement, which agreement shall include the removal of any Security Interest on or in any Parent Labcorp Asset that may serve as collateral or security for any SpinCo Fortrea Liability, except to the extent that such existing guarantee contains representations, covenants or other terms or provisions either (x) with which SpinCo Fortrea (or any member of the SpinCo Fortrea Group) would be reasonably unable to comply or (y) which SpinCo Fortrea (or any member of the SpinCo Fortrea Group) would not reasonably be able to avoid breaching; and (ii) any member of the SpinCo Fortrea Group, Parent Labcorp shall (or shall cause a member of the Parent Labcorp Group to) execute a guarantee agreement in the form of the existing guarantee or such other form as is agreed to by the relevant parties to such guarantee agreement, which agreement shall include the removal of any Security Interest on or in any SpinCo Fortrea Asset that may serve as collateral or security for any Parent Labcorp Liability, except to the extent that such existing guarantee contains representations, covenants or other terms or provisions either (x) with which Parent Labcorp (or any member of the Parent Labcorp Group) would be reasonably unable to comply or (y) which Parent Labcorp (or any member of the Parent Labcorp Group) would not reasonably be able to avoid breaching. (c) If Parent Labcorp or SpinCo Fortrea is unable to obtain, or to cause to be obtained, any such required removal or release as set forth in clauses (a) and (b) of this Section 2.61.09, (i) the Party or the relevant member of its Group that has assumed the Liability with respect to such guarantee shall indemnify, defend and hold harmless the guarantor or obligor against or from any Liability arising from or relating thereto in accordance with the provisions of Article IV and shall, as agent or subcontractor for such guarantor or obligor, pay, perform and discharge fully all the obligations or other Liabilities of such guarantor or obligor thereunder; and (ii) each of Parent Labcorp and SpinCoFortrea, on behalf of itself and the other members of their respective GroupGroups, agrees not to renew or extend the term of, increase any obligations under, or transfer to a Third Party, any loan, guarantee, lease, contract or other obligation for which the other Party or a member of its Group is or may be liable, liable unless all obligations of such other Party and the members of such other Party’s Group with respect thereto are thereupon terminated by documentation satisfactory in form and substance to such other Party.

Release of Guarantees. In furtherance of, and not in limitation of, the obligations set forth in Section 2.5: (a) On or prior to the Effective Time or as soon as practicable thereafter, each of Parent Kellanova and SpinCo WKKC shall, at the request of the other Party and with the reasonable cooperation of such other Party and the applicable member(s) of such other Party’s Group, use commercially reasonable efforts to (i) have any member(s) of the Parent Kellanova Group removed as guarantor of or obligor for any SpinCo WKKC Liability to the extent that such guarantee or obligation relates to SpinCo WKKC Liabilities, including the removal of any Security Interest on or in any Parent Kellanova Asset that may serve as collateral or security for any such SpinCo WKKC Liability; and (ii) have any member(s) of the SpinCo WKKC Group removed as guarantor of or obligor for any Parent Kellanova Liability to the extent that such guarantee or obligation relates to Parent Kellanova Liabilities, including the removal of any Security Interest on or in any SpinCo WKKC Asset that may serve as collateral or security for any such Parent Kellanova Liability. (b) To the extent required to obtain a release from a guarantee of: (i) any member of the Parent Kellanova Group, SpinCo WKKC shall (or shall cause a member of the SpinCo WKKC Group to) execute a guarantee agreement in the form of the existing guarantee or such other form as is agreed to by the relevant parties to such guarantee agreement, which agreement shall include the removal of any Security Interest on or in any Parent Kellanova Asset that may serve as collateral or security for any SpinCo WKKC Liability, except to the extent that such existing guarantee contains representations, covenants or other terms or provisions either (xA) with which SpinCo WKKC (or any member of the SpinCo WKKC Group) would be reasonably unable to comply or (yB) which SpinCo WKKC (or any member of the SpinCo WKKC Group) would not reasonably be able to avoid breaching; and (ii) any member of the SpinCo WKKC Group, Parent Kellanova shall (or shall cause a member of the Parent Kellanova Group to) execute a guarantee agreement in the form of the existing guarantee or such other form as is agreed to by the relevant parties to such guarantee agreement, which agreement shall include the removal of any Security Interest on or in any SpinCo WKKC Asset that may serve as collateral or security for any Parent Kellanova Liability, except to the extent that such existing guarantee contains representations, covenants or other terms or provisions either (xA) with which Parent Xxxxxxxxx (or any member of the Parent Kellanova Group) would be reasonably unable to comply or (yB) which Parent Xxxxxxxxx (or any member of the Parent Kellanova Group) would not reasonably be able to avoid breaching. (c) If Parent Kellanova or SpinCo WKKC is unable to obtain, or to cause to be obtained, any such required removal or release as set forth in clauses (a) and (b) of this Section 2.6, (i) the Party or the relevant member of its Group that has assumed the Liability with respect to such guarantee shall indemnify, defend and hold harmless the guarantor or obligor against or from any Liability arising from or relating thereto in accordance with the provisions of Article IV and shall, as agent or subcontractor for such guarantor or obligor, pay, perform and discharge fully all the obligations or other Liabilities of such guarantor or obligor thereunder; and (ii) each of Parent Kellanova and SpinCoWKKC, on behalf of itself and the other members of their respective GroupGroups, agrees not to renew or extend the term of, increase any obligations under, or transfer to a Third Party, any loan, guarantee, lease, contract Contract or other obligation for which the other Party or a member of its Group is or may be liable, liable unless all obligations of such other Party and the members of such other Party’s Group with respect thereto are thereupon terminated by documentation satisfactory in form and substance to such other Party. (d) Notwithstanding anything herein to the contrary, the Parties acknowledge and agree that the foregoing obligations shall not apply to, and there shall be no obligation on either Party or any member of their respective Groups to seek releases or replacements of, any guarantees provided in respect of any distribution center leased by Xxxxxxxxx or any of its Subsidiaries prior to the Effective Time, including any WKKC DC.

Release of Guarantees. In furtherance of, and not in limitation of, the obligations set forth in Section 2.52.6: (a) On or prior to the Effective Time or as soon as practicable thereafter, each of Parent Ventas and SpinCo shall, at the request of the other Party and with the reasonable cooperation of such other Party and the applicable member(s) of such other Party’s Group, use commercially reasonable efforts to (i) have any member(s) of the Parent Ventas Group removed as guarantor of or obligor for any SpinCo Liability to the extent that such guarantee or obligation relates they relate to SpinCo Liabilities, including the removal of any Security Interest on or in any Parent Ventas Asset that may serve as collateral or security for any such SpinCo Liability; and (ii) have any member(s) of the SpinCo Group removed as guarantor of or obligor for any Parent Ventas Liability to the extent that such guarantee or obligation relates they relate to Parent Ventas Liabilities, including the removal of any Security Interest on or in any SpinCo Asset that may serve as collateral or security for any such Parent Ventas Liability. (b) To the extent required to obtain a release from a guarantee or indemnity of: (i) any member of the Parent Ventas Group, SpinCo shall (or shall cause a member of the SpinCo Group to) execute a guarantee or indemnity agreement in the form of the existing guarantee or indemnity or such other form as is agreed to by the relevant parties to such guarantee or indemnity agreement, which agreement shall include the removal of any Security Interest on or in any Parent Ventas Asset that may serve as collateral or security for any such SpinCo Liability, except to the extent that such existing guarantee or indemnity contains representations, covenants or other terms or provisions either (xi) with which SpinCo (or any member of the SpinCo Group) would be reasonably unable to comply or (yii) which SpinCo (or any member of the SpinCo Group) would not reasonably be able to avoid breaching; and (ii) any member of the SpinCo Group, Parent Ventas shall (or shall cause a member of the Parent Group to) execute a guarantee or indemnity agreement in the form of the existing guarantee or indemnity or such other form as is agreed to by the relevant parties to such guarantee or indemnity agreement, which agreement shall include the removal of any Security Interest on or in any SpinCo Asset that may serve as collateral or security for any Parent such Ventas Liability, except to the extent that such existing guarantee or indemnity contains representations, covenants or other terms or provisions either (xi) with which Parent (or any member of the Parent Group) Ventas would be reasonably unable to comply or (yii) which Parent (or any member of the Parent Group) Ventas would not reasonably be able to avoid breaching. (c) If Parent Ventas or SpinCo is unable to obtain, or to cause to be obtained, any such required removal or release as set forth in clauses (a) and (b) of this Section 2.62.7, (i) the Party or the relevant member of its Group that has assumed the Liability with respect to such guarantee shall indemnify, defend and hold harmless the guarantor or obligor against or from any Liability arising from or relating thereto in accordance with the provisions of Article IV and shall, as agent or subcontractor for such guarantor or obligor, pay, perform and discharge fully all the obligations or other Liabilities of such guarantor or obligor thereunder; and (ii) except in the case of ground leases, each of Parent Ventas and SpinCo, on behalf of itself and the other members of their its respective Group, agrees agree not to renew or extend the term of, increase any obligations under, or transfer to a Third Party, any loan, guarantee, lease, contract or other obligation for which the other Party or a member of its Group is or may be liable, liable unless all obligations of such other Party and the members of such other Party’s Group with respect thereto are thereupon terminated by documentation satisfactory in form and substance to such other Party.

Release of Guarantees. In furtherance of, and not in limitation of, the obligations (i) Except as otherwise expressly set forth in Section 2.5: (a) On or prior to the Effective Time or as soon as practicable thereafterany International Transition Period Agreement, each of Parent Baxter and SpinCo shallBaxalta, at the request of the other Party and with the reasonable cooperation of such other Party and the applicable member(s) of such other Party’s Group, shall use commercially reasonable efforts efforts, as soon as is reasonably practicable, to (iA) have any member(s) of the Parent Group Baxalta or a Baxalta Subsidiary removed as guarantor of or obligor for any SpinCo Baxter Liability to the extent that such guarantee guarantees or obligation relates obligations relate to SpinCo Baxter Liabilities, including which shall include the removal of any Security Interest on or in any Parent Baxalta Asset that may serve as collateral or security for any such SpinCo Baxter Liability; and (iiB) have any member(s) of the SpinCo Group Baxter or a Baxter Subsidiary removed as guarantor of or obligor for any Parent Baxalta Liability to the extent that such guarantee guarantees or obligation relates obligations relate to Parent Baxalta Liabilities, including which shall include the removal of any Security Interest on or in any SpinCo Baxter Asset that may serve as collateral or security for any such Parent Baxalta Liability; provided, however, that, except as otherwise expressly provided in the Ancillary Agreements and without limiting the requirements under Section 2.11(c)(ii), the use of commercially reasonable efforts under this Section 2.11(c)(i) shall not obligate either Baxter or Baxalta (nor any of their respective Subsidiaries) to contribute any capital, pay any consideration, grant any concession or incur any additional Liability to any Third Party other than ordinary and customary fees to a Governmental Authority (which shall be payable by the non-guarantor or non-obligor Party) from whom such Consents, substitutions, amendments, terminations or releases are requested. (bii) To the extent required to obtain a release from a guarantee ofor other obligation: (iA) any member of the Parent GroupBaxter or a Baxter Subsidiary, SpinCo Baxalta shall (or shall cause a member of the SpinCo Group to) execute a guarantee agreement in the form of the existing guarantee or such other form as is agreed to by the relevant parties to such guarantee agreement, which agreement shall include the removal of any Security Interest on or in any Parent Baxter Asset that may serve as collateral or security for any SpinCo such Baxalta Liability, except to the extent that such existing guarantee contains representations, covenants or other terms or provisions either (x) with which SpinCo Baxalta (or any member of the SpinCo Group1) would be reasonably unable to comply or (y) which SpinCo (or any member of the SpinCo Group2) would not reasonably be able to avoid breaching; and (iiB) any member of the SpinCo GroupBaxalta or a Baxalta Subsidiary, Parent Baxter shall (or shall cause a member of the Parent Group to) execute a guarantee agreement in the form of the existing guarantee or such other form as is agreed to by the relevant parties to such guarantee agreement, which agreement shall include the removal of any Security Interest on or in any SpinCo Baxalta Asset that may serve as collateral or security for any Parent such Baxter Liability, except to the extent that such existing guarantee contains representations, covenants or other terms or provisions either (x) with which Parent Baxter (or any member of the Parent Group1) would be reasonably unable to comply or (y) which Parent (or any member of the Parent Group2) would not reasonably be able to avoid breaching. (ciii) If Parent With respect to the continuing guarantees or SpinCo obligations which the Parties have agreed, subject to this Section 2.11(c)(iii), will continue following the Effective Time, and with respect to which Baxter or Baxalta is unable to obtain, or to cause to be obtained, any such required removal or release as set forth in clauses (ai) and (bii) of this Section 2.62.11(c), (iA) the Party or the its relevant member of its Group Subsidiary that has assumed the Liability with respect to underlying such guarantee or obligation shall indemnifyuse commercially reasonable efforts to prevent the guarantor or obligator from incurring any continuing Liability in respect of such guarantee or obligation, defend and shall indemnify and hold harmless the guarantor or obligor against or from any Liability arising from or relating thereto (in accordance with the provisions of Article IV IV) and shallshall or shall cause one of its Subsidiaries, as agent or subcontractor for such guarantor or obligor, to pay, perform and discharge fully all the obligations or other Liabilities of such guarantor or obligor thereunder; and (iiB) except as otherwise expressly set forth in any International Transition Period Agreement, each of Parent Baxter and SpinCoBaxalta, on behalf of itself themselves and the other members of their respective GroupSubsidiaries, agrees agree not to renew or extend the term of, increase any its obligations under, or transfer to a Third Party, any loan, guarantee, lease, contract or other obligation for which the other Party or a member of its Group such Party’s Subsidiaries is or may be liable, liable unless the other Party consents in writing or unless all obligations of such other Party and the members Subsidiaries of such other Party’s Group Party with respect thereto are thereupon terminated by documentation reasonably satisfactory in form and substance to such other Party.

Release of Guarantees. In furtherance of, and not in limitation of, the obligations set forth in Section 2.5: (a) On Other than with respect to the guarantees set forth on Schedule 2.6, at or prior to the Effective Time or as soon as practicable thereafter, each of Parent and SpinCo shall, at the request of the other Party and with the reasonable cooperation of such other Party and the applicable member(s) of such other Party’s Group, use commercially reasonable efforts to (i) have any member(s) of the Parent Group removed as guarantor of or obligor for any SpinCo Liability to the extent that such guarantee or obligation relates to SpinCo LiabilitiesGuarantee, including the removal of any Security Interest on or in any Parent Asset that may serve as collateral or security for any such SpinCo LiabilityGuarantee; and (ii) have any member(s) of the SpinCo Group removed as guarantor of or obligor for any Parent Liability to the extent that such guarantee or obligation relates to Parent LiabilitiesGuarantee, including the removal of any Security Interest on or in any SpinCo Asset that may serve as collateral or security for any such Parent LiabilityGuarantee. (b) To the extent required to obtain a release from a guarantee offrom: (i) any SpinCo Guarantee of a member of the Parent Group, SpinCo shall (or shall cause a member of the SpinCo Group to) execute a guarantee agreement in the form of the existing guarantee or such other form as is agreed to by the relevant parties to such guarantee agreement, which such agreement shall include the removal of any Security Interest on or in any Parent Asset that may serve as collateral or security for any such SpinCo LiabilityGuarantee, except to the extent that such existing guarantee contains representations, covenants or other terms or provisions either (xA) with which SpinCo (or any member of the SpinCo Group) would be reasonably unable to comply or (yB) which SpinCo (or any member of the SpinCo Group) would not reasonably be able to avoid breaching; and (ii) any Parent Guarantee of any member of the SpinCo Group, Parent shall (or shall cause a member of the Parent Group to) execute a guarantee agreement in the form of the existing guarantee or such other form as is agreed to by the relevant parties to such guarantee agreement, which agreement shall include the removal of any Security Interest on or in any SpinCo Asset that may serve as collateral or security for any such Parent LiabilityGuarantee, except to the extent that such existing guarantee contains representations, covenants or other terms or provisions either (xA) with which Parent (or any member of the Parent Group) would be reasonably unable to comply or (yB) which Parent (or any member of the Parent Group) would not reasonably be able to avoid breaching. (c) If Except as otherwise expressly agreed in any Ancillary Agreement, if Parent or SpinCo is unable to obtain, or to cause to be obtained, any such required removal or release as set forth referred to in clauses (aSection 2.6(a) and or (b) of this Section 2.6), (i) the Party or the relevant member of its Group that has assumed the Liability Liability, with respect to which such guarantee SpinCo Guarantee or Parent Guarantee, as the case may be, relates, shall indemnify, defend and hold harmless the guarantor or obligor against or from any Liability arising from or relating thereto in accordance with the provisions of Article IV and shall, as agent or subcontractor for such guarantor or obligor, pay, perform and discharge fully all the obligations or other Liabilities of such guarantor or obligor thereunder; and (ii) each of Parent and SpinCo, on behalf of itself and the other members of their respective Group, agrees not to renew or extend the term of, increase any obligations under, or transfer to a Third Party, any loan, guarantee, lease, contract or other obligation for which the other Party or a member of its such other Party’s Group is or may be liable, liable unless all obligations of such other Party and the members of such other Party’s Group with respect thereto are thereupon terminated by documentation satisfactory in form and substance to such other Party.

Release of Guarantees. In furtherance of, and not in limitation of, the obligations set forth in Section 2.5: (a) On or prior to the Effective Time or as soon as practicable thereafter, each of Parent Rayonier and SpinCo shall, at the request of the other Party and with the reasonable cooperation of such other Party and the applicable member(s) of such other Party’s Group, use commercially reasonable efforts to (i) have any member(s) of the Parent Rayonier Group removed as guarantor of or obligor for any SpinCo Liability to the extent that such guarantee or obligation relates they relate to SpinCo Liabilities, including the removal of any Security Interest on or in any Parent Rayonier Asset that may serve as collateral or security for any such SpinCo Liability; and (ii) have any member(s) of the SpinCo Group removed as guarantor of or obligor for any Parent Rayonier Liability to the extent that such guarantee or obligation relates they relate to Parent Rayonier Liabilities, including the removal of any Security Interest on or in any SpinCo Asset that may serve as collateral or security for any such Parent Rayonier Liability. (b) To the extent required to obtain a release from a guarantee of: (i) any member of the Parent Rayonier Group, SpinCo shall (or shall cause a member of the SpinCo Group to) execute a guarantee agreement in the form of the existing guarantee or such other form as is agreed to by the relevant parties to such guarantee agreement, which agreement shall include the removal of any Security Interest on or in any Parent Rayonier Asset that may serve as collateral or security for any SpinCo such Rayonier Liability, except to the extent that such existing guarantee contains representations, covenants or other terms or provisions either (xi) with which SpinCo (or any member of the SpinCo Group) would be reasonably unable to comply or (yii) which SpinCo (or any member of the SpinCo Group) would not reasonably be able to avoid breaching; and (ii) any member of the SpinCo Group, Parent Rayonier shall (or shall cause a member of the Parent Group to) execute a guarantee agreement in the form of the existing guarantee or such other form as is agreed to by the relevant parties to such guarantee agreement, which agreement shall include the removal of any Security Interest on or in any SpinCo Asset that may serve as collateral or security for any Parent such SpinCo Liability, except to the extent that such existing guarantee contains representations, covenants or other terms or provisions either (xi) with which Parent (or any member of the Parent Group) Rayonier would be reasonably unable to comply or (yii) which Parent (or any member of the Parent Group) Rayonier would not reasonably be able to avoid breaching. (c) If Parent Rayonier or SpinCo is unable to obtain, or to cause to be obtained, any such required removal or release as set forth in clauses (a) and (b) of this Section 2.6, (i) the Party or the relevant member of its Group that has assumed the Liability with respect to such guarantee shall indemnify, defend and hold harmless the guarantor or obligor against or from any Liability arising from or relating thereto in accordance with the provisions of Article IV and shall, as agent or subcontractor for such guarantor or obligor, pay, perform and discharge fully all the obligations or other Liabilities of such guarantor or obligor thereunder; and (ii) each of Parent Rayonier and SpinCo, on behalf of itself and the other members of their respective Group, agrees agree not to renew or extend the term of, increase any obligations under, or transfer to a Third Party, any loan, guarantee, lease, contract or other obligation for which the other Party or a member of its Group is or may be liable, liable unless all obligations of such other Party and the members of such other Party’s Group with respect thereto are thereupon terminated by documentation satisfactory in form and substance to such other Party.

Release of Guarantees. In furtherance of, and not in limitation of, the obligations set forth in Section 2.5: (a) On At or prior to the Effective Time or as soon as practicable thereafter, each of Parent YUM and the SpinCo Parties shall, at the request of the other Party and with the reasonable cooperation of such other Party and the applicable member(s) of such other Party’s Group, use commercially reasonable efforts to to: (i) have any member(s) of the Parent YUM Group removed as guarantor of or obligor for any SpinCo Liability to the extent that such guarantee or obligation relates to SpinCo LiabilitiesLiability, including the removal of any Security Interest on or in any Parent YUM Asset that may serve as collateral or security for any such SpinCo Liability; and (ii) have any member(s) of the SpinCo Group removed as guarantor of or obligor for any Parent Liability to the extent that such guarantee or obligation relates to Parent LiabilitiesYUM Liability, including the removal of any Security Interest on or in any SpinCo Asset that may serve as collateral or security for any such Parent YUM Liability. (b) To the extent required to obtain a release from a guarantee of: (i) any member of the Parent YUM Group, the SpinCo Parties shall (or shall cause a member one (1) or more other members of the SpinCo Group to) execute a guarantee agreement in the form of the existing guarantee or such other form as is agreed to by the relevant parties to such guarantee agreement, which agreement shall include the removal of any Security Interest on or in any Parent YUM Asset that may serve as collateral or security for any such SpinCo Liability, except to the extent that such existing guarantee contains representations, covenants or other terms or provisions either (xA) with which SpinCo (or any member of the SpinCo Group) Parties would be reasonably unable to comply or (yB) which SpinCo (or any member of the SpinCo Group) Parties would not reasonably be able to avoid breaching; and (ii) any member of the SpinCo Group, Parent YUM shall (or shall cause a member one (1) or more other members of the Parent Yum Group to) execute a guarantee agreement in the form of the existing guarantee or such other form as is agreed to by the relevant parties to such guarantee agreement, which agreement shall include the removal of any Security Interest on or in any SpinCo Asset that may serve as collateral or security for any Parent such YUM Liability, except to the extent that such existing guarantee contains representations, covenants or other terms or provisions either (xA) with which Parent (or any member of the Parent Group) YUM would be reasonably unable to comply or (yB) which Parent (or any member of the Parent Group) YUM would not reasonably be able to avoid breaching. (c) If Parent or YUM and the SpinCo is Parties are unable to obtain, or to cause to be obtained, any such required removal or release as set forth in clauses (a) and (b) of this Section 2.6, : (i) YUM, the Party SpinCo Parties, or the other relevant member of its the YUM Group or the SpinCo Group, as applicable, that has assumed the Liability with respect to such guarantee shall indemnify, defend and hold harmless the guarantor or obligor against or from any Liability arising from or relating thereto in accordance with the provisions of Article IV and shall, as agent or subcontractor for such guarantor or obligor, pay, perform and discharge fully all the obligations or other Liabilities of such guarantor or obligor thereunder; and (ii) each of Parent YUM and SpinCoeach of the SpinCo Parties, on behalf of itself and the other members of their respective the YUM Group or the SpinCo Group, agrees respectively, agree not to renew or extend the term of, increase any obligations under, or transfer to a Third Partythird party, any loan, guarantee, lease, contract Contract or other obligation for which the any other Party or a member of its Group is or may be liable, liable unless all obligations of such other Party and the members of such other Party’s Group with respect thereto are thereupon terminated by documentation satisfactory in form and substance to such other Party.

Release of Guarantees. In furtherance of, and not in limitation of, the obligations set forth in Section 2.5: (a) On or prior to the Effective Time or as soon as practicable thereafter, each of Parent and SpinCo shall, at the request of the other Party and with the reasonable cooperation of such other Party and the applicable member(s) of such other Party’s Group, use commercially reasonable efforts to (i) have any member(s) of the Parent Group removed as guarantor of or obligor for any SpinCo Liability and to the extent that such guarantee or obligation relates to SpinCo Liabilities, including complete the removal of any Security Interest on or in respect of any Parent Asset that may serve as collateral or security for any such SpinCo Liability; and (ii) have any member(s) of the SpinCo Group removed as guarantor of or obligor for any Parent Liability and to the extent that such guarantee or obligation relates to Parent Liabilities, including complete the removal of any Security Interest on or in respect of any SpinCo Asset that may serve as collateral or security for any such Parent Liability. (b) To the extent required to obtain a release from a guarantee of: (i) any member of the Parent Group, SpinCo shall (or shall cause a member of the SpinCo Group to) execute a guarantee agreement in the form of the existing guarantee or such other form as is agreed to in writing by the relevant parties to such guarantee agreement, which agreement shall include the removal of any Security Interest on or in any Parent Asset that may serve as collateral or security for any SpinCo such Parent Liability, except to the extent that such existing guarantee contains representations, covenants or other terms or provisions either (xA) with which SpinCo (or any member of the SpinCo Group) would would, after using its commercially reasonable efforts, be reasonably unable to comply or (yB) which SpinCo (or any member of the SpinCo Group) would not reasonably not, after using its commercially reasonable efforts, be able to avoid breaching; and (ii) any member of the SpinCo Group, Parent shall (or shall cause a member of the Parent Group to) execute a guarantee agreement in the form of the existing guarantee or such other form as is agreed to in writing by the relevant parties to such guarantee agreement, which agreement shall include the removal of any Security Interest on or in any SpinCo Asset that may serve as collateral or security for any Parent such SpinCo Liability, except to the extent that such existing guarantee contains representations, covenants or other terms or provisions either (xA) with which Parent (or any member of the Parent Group) would would, after using its commercially reasonable efforts, be reasonably unable to comply or (yB) which Parent (or any member of the Parent Group) would not reasonably not, after using its commercially reasonable efforts, be able to avoid breaching. (c) If Parent or SpinCo is unable to obtain, or to cause to be obtained, any such required removal or release as set forth in clauses (a) and (b) of this Section 2.6, (i) the Party or the relevant member of its Group that has assumed the Liability with respect to such guarantee shall indemnify, defend and hold harmless the guarantor or obligor for, against or and from any Liability arising from therefrom or relating thereto in accordance with the provisions of Article IV and shall, as agent or subcontractor for such guarantor or obligor, pay, perform and discharge fully all the obligations or other Liabilities of such guarantor or obligor thereunder; and (ii) each of Parent and SpinCo, on behalf of itself and the other members of their respective GroupGroups, agrees not to renew or extend the term of, increase any obligations under, or transfer to a Third Party, any loan, guarantee, lease, contract or other obligation for which the other Party or a member of its Group is or may be liable, liable unless all obligations of such other Party and the members of such other Party’s Group with respect thereto are thereupon terminated by documentation satisfactory in form and substance to such other Party.

Release of Guarantees. In furtherance of, and not in limitation of, the obligations set forth in Section 2.5: (a) On or prior to the Effective Time or as soon as practicable thereafter, each of Parent eBay and SpinCo PayPal shall, at the request of the other Party and with the reasonable cooperation of such other Party and the applicable member(s) of such other Party’s Group, use commercially reasonable efforts to (i) have any member(s) of the Parent eBay Group removed as guarantor of or obligor for any SpinCo PayPal Liability to the extent that such guarantee or obligation relates they relate to SpinCo PayPal Liabilities, including the removal of any Security Interest on or in any Parent eBay Asset that may serve as collateral or security for any such SpinCo PayPal Liability; and (ii) have any member(s) of the SpinCo PayPal Group removed as guarantor of or obligor for any Parent eBay Liability to the extent that such guarantee or obligation relates they relate to Parent eBay Liabilities, including the removal of any Security Interest on or in any SpinCo PayPal Asset that may serve as collateral or security for any such Parent eBay Liability. (b) To the extent required to obtain a release from a guarantee of: (i) any member of the Parent eBay Group, SpinCo PayPal shall (or shall cause a member of the SpinCo Group to) execute a guarantee agreement in the form of the existing guarantee or such other form as is agreed to by the relevant parties to such guarantee agreement, which agreement shall include the removal of any Security Interest on or in any Parent eBay Asset that may serve as collateral or security for any SpinCo such eBay Liability, except to the extent that such existing guarantee contains representations, covenants or other terms or provisions either (xA) with which SpinCo (or any member of the SpinCo Group) PayPal would be reasonably unable to comply or (yB) which SpinCo (or any member of the SpinCo Group) PayPal would not reasonably be able to avoid breaching; and (ii) any member of the SpinCo PayPal Group, Parent eBay shall (or shall cause a member of the Parent Group to) execute a guarantee agreement in the form of the existing guarantee or such other form as is agreed to by the relevant parties to such guarantee agreement, which agreement shall include the removal of any Security Interest on or in any SpinCo PayPal Asset that may serve as collateral or security for any Parent such PayPal Liability, except to the extent that such existing guarantee contains representations, covenants or other terms or provisions either (xA) with which Parent (or any member of the Parent Group) eBay would be reasonably unable to comply or (yB) which Parent (or any member of the Parent Group) eBay would not reasonably be able to avoid breaching. (c) If Parent eBay or SpinCo PayPal is unable to obtain, or to cause to be obtained, any such required removal or release as set forth in clauses (a) and (b) of this Section 2.6, (i) the Party or the relevant member of its Group that has assumed the Liability with respect to such guarantee shall indemnify, defend and hold harmless the guarantor or obligor against or from any Liability arising from or relating thereto in accordance with the provisions of Article IV and shall, as agent or subcontractor for such guarantor or obligor, pay, perform and discharge fully all the obligations or other Liabilities of such guarantor or obligor thereunder; and (ii) each of Parent eBay and SpinCoPayPal, on behalf of itself and the other members of their respective Group, agrees agree not to renew or extend the term of, increase any obligations under, or transfer to a Third Party, any loan, guarantee, lease, contract or other obligation for which the other Party or a member of its Group is or may be liable, liable unless all obligations of such other Party and the members of such other Party’s Group with respect thereto are thereupon terminated by documentation satisfactory in form and substance to such other Party.

Release of Guarantees. In furtherance of, and not in limitation of, the obligations set forth in Section 2.5: (a) On or prior to the Effective Time Distribution Date or as soon as practicable thereafter, each of Parent and SpinCo Vornado shall, at the request of the other Party Newco and with the reasonable cooperation of such other Party Newco and the applicable member(s) of such other Party’s the Newco Group, use commercially reasonable efforts to (i) have any member(s) of the Parent Newco Group removed as guarantor of, indemnitor of or obligor for any SpinCo Vornado Liability to the extent that such guarantee or obligation relates they relate to SpinCo Vornado Liabilities, including the removal of any Security Interest on or in any Parent Newco Asset that may serve as collateral or security for any such SpinCo Liability; and (ii) have any member(s) of the SpinCo Group removed as guarantor of or obligor for any Parent Liability to the extent that such guarantee or obligation relates to Parent Liabilities, including the removal of any Security Interest on or in any SpinCo Asset that may serve as collateral or security for any such Parent Vornado Liability. (b) To the extent required to obtain a release from a guarantee of: (i) or indemnity of any member of the Parent Newco Group, SpinCo shall (Vornado or shall cause a member one or more members of the SpinCo Vornado Group to) shall execute a guarantee or indemnity agreement in the form of the existing guarantee or indemnity or such other form as is agreed to by the relevant parties to such guarantee or indemnity agreement, which agreement shall include the removal of any Security Interest on or in any Parent Newco Asset that may serve as collateral or security for any SpinCo such Vornado Liability, except to the extent that such existing guarantee contains representations, covenants or other terms or provisions either (xi) with which SpinCo (or any member of the SpinCo Group) Vornado would be reasonably unable to comply or (yii) which SpinCo (or any member of the SpinCo Group) would not reasonably be able to avoid breaching; and (ii) any member of the SpinCo Group, Parent shall (or shall cause a member of the Parent Group to) execute a guarantee agreement in the form of the existing guarantee or such other form as is agreed to by the relevant parties to such guarantee agreement, which agreement shall include the removal of any Security Interest on or in any SpinCo Asset that may serve as collateral or security for any Parent Liability, except to the extent that such existing guarantee contains representations, covenants or other terms or provisions either (x) with which Parent (or any member of the Parent Group) would be reasonably unable to comply or (y) which Parent (or any member of the Parent Group) Vornado would not reasonably be able to avoid breaching. (c) If Parent Until such time as Vornado or SpinCo is unable to obtainan applicable member of the Vornado Group has obtained, or to cause has caused to be obtained, any such required removal or release as set forth in clauses (a) and (b) of this Section 2.6, (i) the Party Vornado or the relevant member of its the Vornado Group that has assumed the Liability with respect related to such guarantee shall indemnify, defend and hold harmless the guarantor or obligor against or from any Liability arising from or relating thereto in accordance with the provisions of Article IV and shall, as agent or subcontractor for such guarantor guarantor, indemnitor or obligor, pay, perform and discharge fully all the obligations or other Liabilities of such guarantor guarantor, indemnitor or obligor thereunder; and (ii) each of Parent and SpinCoVornado, on behalf of itself and the other members of their respective its Group, agrees not to renew or extend the term of, increase any obligations under, or transfer to a Third Party, any loan, guarantee, lease, contract or other obligation for which the other Party Newco or a member of its Group is or may be liable, liable unless all obligations of such other Party Newco and the members of such other Party’s its Group with respect thereto are thereupon terminated by documentation satisfactory in form and substance to Newco. (d) Until such other Partytime as Vornado has obtained, or has caused to be obtained, any removal or release as set forth in clauses (a) and (b) of this Section 2.6, Vornado shall coordinate with Newco with respect to contact with the beneficiary of such guarantee, afford Newco a reasonable opportunity to participate in discussions with such beneficiaries prior to engaging therein, and keep Newco reasonably informed of any discussions with such beneficiaries in which Newco does not participate.

Release of Guarantees. In furtherance of, and not in limitation of, the obligations set forth in Section 2.5: (a) On or prior to the Effective Time or as soon as practicable thereafter, each of Parent and SpinCo shall, at the request of the other Party and with the reasonable cooperation of such other Party and the applicable member(s) of such other Party’s Group, use commercially reasonable efforts to (i) have any member(s) of the Parent Group removed as guarantor of or obligor for any SpinCo Liability to the extent that such guarantee or obligation relates to SpinCo Liabilities, including the removal of any Security Interest on or in any Parent Asset that may serve as collateral or security for any such SpinCo Liability; , and (ii) have any member(s) of the SpinCo Group removed as guarantor of or obligor for any Parent Liability to the extent that such guarantee or obligation relates to Parent Liabilities, including the removal of any Security Interest on or in any SpinCo Asset that may serve as collateral or security for any such Parent Liability. (b) To the extent required to obtain a release from a guarantee of: (i) any member of the Parent Group, SpinCo shall (or shall cause a member of the SpinCo Group to) execute a guarantee agreement substantially in the form of the existing guarantee or such other form as is agreed to by the relevant parties to such guarantee agreement, which agreement shall include the removal of any Security Interest on or in any Parent Asset that may serve as collateral or security for any SpinCo Liability, except to the extent that such existing guarantee contains representations, covenants or other terms or provisions either (x) with which SpinCo (or any member of the SpinCo Group) would be reasonably unable to comply or (y) which SpinCo (or any member of the SpinCo Group) would not reasonably be able to avoid breaching; and (ii) any member of the SpinCo Group, Parent shall (or shall cause a member of the Parent Group to) execute a guarantee agreement substantially in the form of the existing guarantee or such other form as is agreed to by the relevant parties to such guarantee agreement, which agreement shall include the removal of any Security Interest on or in any SpinCo Asset that may serve as collateral or security for any Parent Liability, except to the extent that such existing guarantee contains representations, covenants or other terms or provisions either (x) with which Parent (or any member of the Parent Group) would be reasonably unable to comply or (y) which Parent (or any member of the Parent Group) would not reasonably be able to avoid breaching. (c) If Parent or SpinCo is unable to obtain, or to cause to be obtained, any such required removal or release as set forth in clauses (a) and (b) of this Section 2.6, respectively, (i) the Party or the relevant member of its Group that has assumed the Liability with respect to such guarantee shall indemnify, defend and hold harmless the guarantor or obligor against or from any Liability arising from or relating thereto in accordance with the provisions of Article IV and shall, as agent or subcontractor for such guarantor or obligor, pay, perform and discharge fully all the obligations or other Liabilities of such guarantor or obligor thereunder; , and (ii) each of Parent and SpinCo, on behalf of itself and the other members of their respective its Group, agrees not to renew or extend the term of, increase any obligations under, or transfer to a Third Party, any loan, guarantee, lease, contract or other obligation for which the other Party or a member of its Group is or may be liable, unless all obligations of such other Party and the members of such other Party’s Group with respect thereto are thereupon terminated by documentation satisfactory in form and substance to such other Party.

Release of Guarantees. In furtherance of, and not in limitation of, the obligations set forth in Section 2.5: (a) On or prior to the Effective Time or as soon as practicable thereafter, each of Parent Xxxxxxx Controls and SpinCo Adient shall, at the request of the other Party and with the reasonable cooperation of such other Party and the applicable member(s) of such other Party’s Group, use commercially reasonable efforts to to: (i) have (A) substitute one or more members of the Adient Group as the replacement guarantor or obligor with respect to any Adient Liability for which any member(s) of the Parent Xxxxxxx Controls Group removed as is the guarantor or obligor, and (B) cause the applicable third Person party to such guarantee to provide a full and irrevocable release of any member(s) of the Xxxxxxx Controls Group that is liable, directly or obligor indirectly, for any SpinCo Liability reimbursement to the extent that credit or fulfillment of other Liabilities to a third Person in connection with such guarantee or obligation relates to SpinCo Liabilities, including the removal of any Security Interest on or in any Parent Asset that may serve as collateral or security for any such SpinCo Liabilityguarantee; and (ii) have (A) substitute one or more members of the Xxxxxxx Controls Group as the replacement guarantor or obligor with respect to any Xxxxxxx Controls Liability for which any member(s) of the SpinCo Adient Group removed as is guarantor or obligor, and (B) cause the applicable third Person party to such guarantee to provide a full and irrevocable release of any member(s) of the Adient Group that is liable, directly or obligor indirectly, for any Parent Liability reimbursement to the extent that credit or fulfillment of other Liabilities to a third Person in connection with such guarantee or obligation relates to Parent Liabilities, including the removal of any Security Interest on or in any SpinCo Asset that may serve as collateral or security for any such Parent Liabilityguarantee. (b) To the extent required to obtain a release from a guarantee of: (i) any member of the Parent Xxxxxxx Controls Group, SpinCo Adient shall (or shall cause a member of the SpinCo Group toA) execute a guarantee agreement in substantially the same form of and substance as the existing guarantee or such other form as is agreed to by the relevant parties to such guarantee agreementguarantee, which agreement shall include the removal of any Security Interest on or in any Parent Xxxxxxx Controls Asset that may serve as collateral or security for any SpinCo such Adient Liability, except to the extent that such existing guarantee contains representations, covenants or other terms or provisions either (xI) with which SpinCo (or any member of the SpinCo Group) Adient would be reasonably unable to comply or (yII) which SpinCo (or any member of the SpinCo Group) Adient would not reasonably be able to avoid breaching, and (B) make a One-Time Payment for the release of such guarantee; and (ii) any member of the SpinCo Adient Group, Parent Xxxxxxx Controls shall (or shall cause a member of the Parent Group toA) execute a guarantee agreement in substantially the same form of and substance as the existing guarantee or such other form as is agreed to by the relevant parties to such guarantee agreementguarantee, which agreement shall include the removal of any Security Interest on or in any SpinCo Adient Asset that may serve as collateral or security for any Parent such Xxxxxxx Controls Liability, except to the extent that such existing guarantee contains representations, covenants or other terms or provisions either (xI) with which Parent (or any member of the Parent Group) Xxxxxxx Controls would be reasonably unable to comply or (yII) which Parent (or any member of the Parent Group) Xxxxxxx Controls would not reasonably be able to avoid breaching, and (B) make a One-Time Payment for the release of such guarantee. (iii) Xxxxxxx Controls and Adient shall cooperate in good faith and use commercially reasonable efforts to negotiate with any third Persons from whom releases of guarantees are sought pursuant to this Section 2.6 to minimize the need for, and cost of, any One-Time Payments required by such third Person for any release of guarantees. (c) If Parent Xxxxxxx Controls or SpinCo Adient is unable to obtain, or to cause to be obtained, any such required removal or release as set forth in clauses (a) and (b) of this Section 2.6, : (i) the Party or the relevant member of its Group that has assumed the Liability with respect to such guarantee shall indemnify, defend and hold harmless the guarantor or obligor against or from any Liability arising from or relating thereto in accordance with the provisions of Article IV (including reasonable and documented out-of-pocket expenses in maintaining such guarantee), whether or not such guarantee is drawn upon or required to be performed, and shall, as agent or subcontractor for such guarantor or obligor, pay, perform and discharge fully all the obligations or other Liabilities of such guarantor or obligor thereunder; and (ii) each of Parent Xxxxxxx Controls and SpinCoAdient, on behalf of itself and the other members of their respective Group, agrees agree not to renew or extend the term of, increase any obligations under, or transfer to a Third Party, any loan, guarantee, lease, contract or other obligation for which the other Party or a member of its Group is or may be liable, liable unless all obligations of such other Party and the members of such other Party’s Group with respect thereto are thereupon terminated by documentation satisfactory in form and substance to such other Party.

Release of Guarantees. In furtherance of, addition to and not without limiting the actions specifically provided for elsewhere in limitation of, this Agreement and subject to the obligations limitations expressly set forth in Section 2.5this Agreement: (a) On or prior to the Distribution Effective Time or as soon as practicable thereafterTime, each of Parent Alkermes and SpinCo Mural shall, at the request of the other Party and with the reasonable cooperation of such the other Party and the applicable member(s) of such other Party’s Group, use commercially its reasonable best efforts to (i) have any member(s) of the Parent Mural Group removed as guarantor of or obligor for any SpinCo Alkermes Retained Liability to the extent that such guarantee or obligation relates they relate to SpinCo Alkermes Retained Liabilities, including the removal of any Security Interest on or in any Parent Mural Asset that may serve as collateral or security for any such SpinCo Alkermes Retained Liability; and (ii) have any member(s) of the SpinCo Alkermes Group removed as guarantor of or obligor for any Parent Mural Liability to the extent that such guarantee or obligation relates they relate to Parent Mural Liabilities, including the removal of any Security Interest on or in any SpinCo Alkermes Retained Asset that may serve as collateral or security for any such Parent Mural Liability. (b) To the extent required to obtain a release from a guarantee of: (i) any member of the Parent Mural Group, SpinCo Alkermes shall (or shall cause a member of the SpinCo Group to) execute a guarantee agreement in the form of the existing guarantee or such other form as is agreed to by the relevant parties to such guarantee agreement, which agreement shall include the removal of any Security Interest on or in any Parent Mural Asset that may serve as collateral or security for any SpinCo such Mural Liability, except to the extent that such existing guarantee contains representations, covenants or other terms or provisions either (xA) with which SpinCo (or any member of the SpinCo Group) Alkermes would be reasonably unable to comply or (yB) which SpinCo (or any member of the SpinCo Group) Alkermes would not reasonably be able to avoid breaching; and (ii) any member of the SpinCo Alkermes Group, Parent Mural shall (or shall cause a member of the Parent Group to) execute a guarantee agreement in the form of the existing guarantee or such other form as is agreed to by the relevant parties to such guarantee agreement, which agreement shall include the removal of any Security Interest on or in any SpinCo Alkermes Retained Asset that may serve as collateral or security for any Parent such Alkermes Retained Liability, except to the extent that such existing guarantee contains representations, covenants or other terms or provisions either (xA) with which Parent (or any member of the Parent Group) Mural would be reasonably unable to comply or (yB) which Parent (or any member of the Parent Group) Xxxxx would not reasonably be able to avoid breaching. (c) If Parent Alkermes or SpinCo Mural is unable to obtain, or to cause to be obtained, any such required removal or release as set forth in clauses (a) and (b) of this Section 2.62.10, (i) the Party or the relevant member of its Group that has assumed the Liability with respect to such guarantee shall indemnify, defend and hold harmless the guarantor or obligor against or from any Liability arising from or relating thereto in accordance with the provisions of Article IV VI and shall, as agent or subcontractor for such guarantor or obligor, pay, perform and discharge fully all the obligations or other Liabilities of such guarantor or obligor thereunder; and (ii) each of Parent Alkermes and SpinCoMural, on behalf of itself and the other members of their respective its Group, agrees agree not to renew or extend the term of, increase any obligations under, or transfer to a Third Party, any loan, guarantee, lease, contract or other obligation for which the other Party or a member of its Group is or may be liable, liable unless all obligations of such other Party and the members of such other Party’s Group with respect thereto are thereupon terminated by documentation satisfactory in form and substance to such other Party, or unless such other Party agrees in writing to such renewal or extension of the term of, increase in obligations under, or transfer to a Third Party of, such loan, guarantee, lease, contract or other obligation.

Release of Guarantees. In furtherance of, and not in limitation of, the obligations set forth in Section 2.5: (a) On At or prior to the Effective Time or as soon as practicable thereafter, each of Parent and SpinCo shall, at the request of the other Party and with the reasonable cooperation of such other Party and the applicable member(s) of such other Party’s Group, use commercially reasonable efforts to (i) have any member(s) of the Parent Group removed as guarantor of or obligor for any SpinCo Liability to the extent that such guarantee or obligation relates they relate to SpinCo Liabilities, including the removal of any Security Interest on or in any Parent Asset that may serve as collateral or security for any such SpinCo Liability; and (ii) have any member(s) of the SpinCo Group removed as guarantor of or obligor for any Parent Liability to the extent that such guarantee or obligation relates they relate to Parent Liabilities, including the removal of any Security Interest on or in any SpinCo Asset that may serve as collateral or security for any such Parent Liability. (b) To the extent required to obtain a release from a guarantee of: (i) any member of the Parent Group, SpinCo shall (or shall cause a member of the SpinCo Group to) execute a guarantee agreement in the form of the existing guarantee or such other form as is agreed to by the relevant parties to such guarantee agreement, which agreement shall include the removal of any Security Interest on or in any Parent Asset that may serve as collateral or security for any SpinCo Liability, except to the extent that such existing guarantee contains representations, covenants or other terms or provisions either (xA) with which SpinCo (or any member of the SpinCo Group) would be reasonably unable to comply or (yB) which SpinCo (or any member of the SpinCo Group) would not reasonably be able to avoid breaching; and (ii) any member of the SpinCo Group, Parent shall (or shall cause a member of the Parent Group to) execute a guarantee agreement in the form of the existing guarantee or such other form as is agreed to by the relevant parties to such guarantee agreement, which agreement shall include the removal of any Security Interest on or in any SpinCo Asset that may serve as collateral or security for any Parent Liability, except to the extent that such existing guarantee contains representations, covenants or other terms or provisions either (xA) with which Parent (or any member of the Parent Group) would be reasonably unable to comply or (yB) which Parent (or any member of the Parent Group) would not reasonably be able to avoid breaching. (c) If Parent or SpinCo is unable to obtain, or to cause to be obtained, any such required removal or release as set forth in clauses (a) and (b) of this Section 2.6, (iA) the Party or the relevant member of its Group that has assumed the Liability with respect to such guarantee shall indemnify, defend and hold harmless the guarantor or obligor against or from any Liability arising from or relating thereto in accordance with the provisions of Article IV and shall, as agent or subcontractor for such guarantor or obligor, pay, perform and discharge fully all the obligations or other Liabilities of such guarantor or obligor thereunder; and (iiB) each of Parent and SpinCo, on behalf of itself and the other members of their respective Group, agrees agree not to renew or extend the term of, increase any obligations under, or transfer to to, a Third Party, any loan, guarantee, lease, contract or other obligation for which the other Party or a member of its Group is or may be liable, liable unless all obligations of such other Party and the members of such other Party’s Group with respect thereto are thereupon terminated by documentation satisfactory in form and substance to such other Party.

Release of Guarantees. In furtherance of, and not in limitation of, the obligations set forth in Section 2.5: (a) On At or prior to the Effective Time or as soon as practicable thereafter, each of Parent Encompass and SpinCo Enhabit shall, at the request of the other Party and with the reasonable cooperation of such other Party and the applicable member(s) of such other Party’s Group, use commercially reasonable efforts to (i) have any member(s) of the Parent Encompass Group removed as guarantor of or obligor for any SpinCo Enhabit Liability to the extent that such guarantee or obligation relates to SpinCo Enhabit Liabilities, including the removal of any Security Interest on or in any Parent Encompass Asset that may serve as collateral or security for any such SpinCo Enhabit Liability; and (ii) have any member(s) of the SpinCo Enhabit Group removed as guarantor of or obligor for any Parent Encompass Liability to the extent that such guarantee or obligation relates to Parent Encompass Liabilities, including the removal of any Security Interest on or in any SpinCo Enhabit Asset that may serve as collateral or security for any such Parent Encompass Liability. (b) To the extent required to obtain a release from a guarantee of: (i) any member of the Parent Encompass Group, SpinCo Enhabit shall (or shall cause a member of the SpinCo Group to) execute a guarantee agreement substantially in the form of the existing guarantee or such other form as is agreed to by the relevant parties to such guarantee agreement, which agreement shall include the removal of any Security Interest on or in any Parent Encompass Asset that may serve as collateral or security for any SpinCo such Enhabit Liability, except to the extent that such existing guarantee contains representations, covenants or other terms or provisions either (xi) with which SpinCo (or any member of the SpinCo Group) Enhabit would be reasonably unable to comply or (yii) which SpinCo (or any member of the SpinCo Group) Enhabit would not reasonably be able to avoid breaching; and (ii) any member of the SpinCo Enhabit Group, Parent Encompass shall (or shall cause a member of the Parent Group to) execute a guarantee agreement substantially in the form of the existing guarantee or such other form as is agreed to by the relevant parties to such guarantee agreement, which agreement shall include the removal of any Security Interest on or in any SpinCo Enhabit Asset that may serve as collateral or security for any Parent such Encompass Liability, except to the extent that such existing guarantee contains representations, covenants or other terms or provisions either (xi) with which Parent (or any member of the Parent Group) Encompass would be reasonably unable to comply or (yii) which Parent (or any member of the Parent Group) Encompass would not reasonably be able to avoid breaching. (c) If Parent Encompass or SpinCo Enhabit is unable to obtain, or to cause to be obtained, any such required removal or release release, or is expressly not required to do so, in each case as set forth in clauses (a) and (b) of this Section 2.6, (i) the Party or the relevant member of its Group that has assumed is responsible pursuant to this Agreement for the Liability associated with respect to such guarantee shall indemnify, defend and hold harmless the guarantor or obligor obligor, as applicable, against or from any Liability arising from or relating thereto in accordance with the provisions of Article IV and shall, as agent or subcontractor for such guarantor or obligor, pay, perform and discharge fully all the obligations or other Liabilities of such guarantor or obligor thereunder; and (ii) each of Parent Encompass and SpinCoEnhabit, on behalf of itself and the other members of their its respective Group, agrees not to renew or extend the term of, increase any obligations under, or transfer to a Third Party, any loan, guarantee, lease, contract or other obligation for which the other Party or a member of its Group is or may be liable, liable unless all obligations of such other Party and the members of such other Party’s Group with respect thereto are thereupon terminated by documentation satisfactory in form and substance to such other Party.

Release of Guarantees. In furtherance of, and not in limitation of, the obligations set forth in Section 2.5: (a) On or prior to the Effective Time or as soon as practicable thereafter, each of Parent and SpinCo shall, at the request of the other Party and with the reasonable cooperation of such other Party and the applicable member(s) of such other Party’s Group, use commercially reasonable efforts to (i) have any member(s) of the Parent Group removed as guarantor of or obligor for any SpinCo Liability to the extent that such guarantee or obligation relates to SpinCo Liabilities, including the removal of any Security Interest on or in any Parent Asset that may serve as collateral or security for any such SpinCo Liability; and (ii) have any member(s) of the SpinCo Group removed as guarantor of or obligor for any Parent Liability to the extent that such guarantee or obligation relates to Parent Liabilities, including the removal of any Security Interest on or in any SpinCo Asset that may serve as collateral or security for any such Parent Liability. (b) To the extent required to obtain a release from a guarantee of: (i) any member of the Parent Group, SpinCo shall (or shall cause a member of the SpinCo Group to) execute a guarantee agreement in the form of the existing guarantee or such other form as is agreed to by the relevant parties to such guarantee agreement, which agreement shall include the removal of any Security Interest on or in any Parent Asset that may serve as collateral or security for any SpinCo Liability, except to the extent that such existing guarantee contains representations, covenants or other terms or provisions either (x) with which SpinCo (or any member of the SpinCo Group) would be reasonably unable to comply or (y) which SpinCo (or any member of the SpinCo Group) would not reasonably be able to avoid breaching; and (ii) any member of the SpinCo Group, Parent shall (or shall cause a member of the Parent Group to) execute a guarantee agreement in the form of the existing guarantee or such other form as is agreed to by the relevant parties to such guarantee agreement, which agreement shall include the removal of any Security Interest on or in any SpinCo Asset that may serve as collateral or security for any Parent Liability, except to the extent that such existing guarantee contains representations, covenants or other terms or provisions either (x) with which Parent (or any member of the Parent Group) would be reasonably unable to comply or (y) which Parent (or any member of the Parent Group) would not reasonably be able to avoid breaching. (c) If Parent or SpinCo is unable to obtain, or to cause to be obtained, any such required removal or release as set forth in clauses (a) and (b) of this Section 2.6, (i) the Party or the relevant member of its Group that has assumed the Liability with respect to such guarantee shall indemnify, defend and hold harmless the guarantor or obligor against or from any Liability arising from or relating thereto in accordance with the provisions of Article IV and shall, as agent or subcontractor for such guarantor or obligor, pay, perform and discharge fully all the obligations or other Liabilities of such guarantor or obligor thereunder; and (ii) each of Parent and SpinCo, on behalf of itself and the other members of their respective GroupGroups, agrees agree not to renew or extend the term of, increase any obligations under, or transfer to a Third Party, any loan, guarantee, lease, contract or other obligation for which the other Party or a member of its Group is or may be liable, unless all obligations of such other Party and the members of such other Party’s Group with respect thereto are thereupon terminated by documentation satisfactory in form and substance to such other Party.

Release of Guarantees. In furtherance of, and not in limitation of, the obligations set forth in Section 2.5: (a) On or prior to the Effective Time or as soon as practicable thereafter, each Each of Parent Cousins and SpinCo New Parkway shall, at the request of the other Party and with the reasonable cooperation of such other Party and the applicable member(s) of such other Party’s Group, use commercially reasonable efforts to to, as soon as reasonably practicable, (i) have any member(s) of the Parent Cousins Group removed as guarantor of, indemnitor of or obligor for any SpinCo Liability to the extent that such guarantee or obligation relates to SpinCo LiabilitiesNew Parkway Liability, including the removal termination and release of any Security Interest on or in any Parent Cousins Non-Houston Asset that may serve as collateral or security for any such SpinCo New Parkway Liability; and (ii) have any member(s) of the SpinCo New Parkway Group removed as guarantor of, indemnitor of or obligor for any Parent Liability to the extent that such guarantee or obligation relates to Parent LiabilitiesCousins Liability, including the removal termination and release of any Security Interest on or in any SpinCo New Parkway Asset that may serve as collateral or security for any such Parent Cousins Liability. (b) To If and to the extent required to obtain a release from a guarantee ofrequired: (i) to obtain a release of any member of the Parent GroupCousins Group from a guarantee or indemnity for any New Parkway Liability, SpinCo shall (New Parkway or shall cause a member one or more members of the SpinCo New Parkway Group to) shall execute a guarantee or indemnity agreement in substantially the form of the existing guarantee or indemnity or such other form as is reasonably agreed to by the relevant parties to such guarantee or indemnity agreement, which agreement shall include the removal termination and release of any Security Interest on or in any Parent Cousins Non-Houston Asset that may serve as collateral or security for any SpinCo such New Parkway Liability; provided, that, except in the case of the guarantees and indemnities set forth on Schedule 2.6(b)(i), no such new guarantee or indemnity shall be required to the extent that such the corresponding existing guarantee or indemnity contains representations, covenants or other terms or provisions either (xi) with which SpinCo (New Parkway or any member of the SpinCo Group) New Parkway Group would be reasonably unable to comply or (yii) which SpinCo (New Parkway or any member of the SpinCo Group) New Parkway Group would not reasonably be able to avoid breaching; and; (ii) to obtain a release of any member of the SpinCo Group, Parent shall (New Parkway Group from a guarantee or shall cause a indemnity for any Cousins Liability any member of the Parent New Parkway Group, Cousins or one or more members of the Cousins Group to) shall execute a guarantee or indemnity agreement in substantially the form of the existing guarantee or indemnity or such other form as is reasonably agreed to by the relevant parties to such guarantee or indemnity agreement, which agreement shall include the removal termination and release of any Security Interest on or in any SpinCo New Parkway Asset that may serve as collateral or security for any Parent such Cousins Liability; provided, that, except in the case of the guarantees and indemnities set forth on Schedule 2.6(b)(ii), no such new guarantee or indemnity shall be required to the extent that such the corresponding existing guarantee or indemnity contains representations, covenants or other terms or provisions either (xi) with which Parent (Cousins or any member of the Parent Group) Cousins Group would be reasonably unable to comply or (yii) which Parent (Cousins or any member of the Parent Group) Cousins Group would not reasonably be able to avoid breaching. (c) If Parent Until such time as Cousins or SpinCo is unable to obtainNew Parkway has obtained, or to cause has caused to be obtained, any such required removal or release as set forth in clauses (a) and (b) of this Section 2.6, (i) the Party or the relevant member of its Group that has assumed the Liability with respect related to such guarantee shall indemnify, defend and hold harmless the guarantor or obligor against or from any Liability (in respect of a mortgage or otherwise) arising from or relating thereto in accordance with the provisions of Article IV and shall, as agent or subcontractor for such guarantor guarantor, indemnitor or obligor, pay, perform and discharge fully all the obligations or other Liabilities (in respect of mortgages or otherwise) of such guarantor guarantor, indemnitor or obligor thereunder; and (ii) each of Parent Cousins and SpinCoNew Parkway, on behalf of itself and the other members of their respective Group, agrees agree not to renew or extend the term of, increase any obligations under, decrease any rights under or transfer to a Third Party, any loan, guarantee, lease, contract or other obligation for which the other Party or a member of its Group is or may be liable, liable unless all obligations of such other Party and the members of such other Party’s Group with respect thereto are thereupon have theretofore terminated by documentation satisfactory in form and substance to such other Party.

Release of Guarantees. In furtherance of, and not in limitation of, the obligations set forth in Section 2.5: (a) On or prior to the Effective Time or as soon as practicable thereafter, each of Parent and SpinCo shall, at the request of the other Party and with the reasonable cooperation of such other Party and the applicable member(s) of such other Party’s Group, use commercially reasonable efforts to (i) have any member(s) of the Parent Group removed as guarantor of or obligor for any SpinCo Liability to the extent that such guarantee or obligation relates to SpinCo Liabilities, including the removal of any Security Interest on or in any Parent Asset that may serve as collateral or security for any such SpinCo Liability; and (ii) have any member(s) of the SpinCo Group removed as guarantor of or obligor for any Parent Liability to the extent that such guarantee or obligation relates to Parent Liabilities, including the removal of any Security Interest on or in any SpinCo Asset that may serve as collateral or security for any such Parent Liability. (b) To the extent required to obtain a release from a guarantee of: (i) any member of the Parent Group, SpinCo shall (or shall cause a member of the SpinCo Group to) execute a guarantee agreement in the form of the existing guarantee or such other form as is agreed to by the relevant parties to such guarantee agreement, which agreement shall include the removal of any Security Interest on or in any Parent Asset that may serve as collateral or security for any SpinCo Liability, except to the extent that such existing guarantee contains representations, covenants or other terms or provisions either (x) with which SpinCo (or any member of the SpinCo Group) would be reasonably unable to comply or (y) which SpinCo (or any member of the SpinCo Group) would not reasonably be able to avoid breaching; and (ii) any member of the SpinCo Group, Parent shall (or shall cause a member of the Parent Group to) execute a guarantee agreement in the form of the existing guarantee or such other form as is agreed to by the relevant parties to such guarantee agreement, which agreement shall include the removal of any Security Interest on or in any SpinCo Asset that may serve as collateral or security for any Parent Liability, except to the extent that such existing guarantee contains representations, covenants or other terms or provisions either (x) with which Parent (or any member of the Parent Group) would be reasonably unable to comply or (y) which Parent (or any member of the Parent Group) would not reasonably be able to avoid breaching. (c) If Parent or SpinCo is unable to obtain, or to cause to be obtained, any such required removal or release as set forth in clauses (a) and (b) of this Section 2.6, (i) the Party or the relevant member of its Group that has assumed the Liability with respect to such guarantee shall indemnify, defend and hold harmless the guarantor or obligor against or from any Liability arising from or relating thereto in accordance with the provisions of Article IV and shall, as agent or subcontractor for such guarantor or obligor, pay, perform and discharge fully all the obligations or other Liabilities of such guarantor or obligor thereunder; and (ii) each of Parent and SpinCo, on behalf of itself and the other members of their respective GroupGroups, agrees not to renew or extend the term of, increase any obligations under, or transfer to a Third Party, any loan, guarantee, lease, contract or other obligation for which the other Party or a member of its Group is or may be liable, liable unless all obligations of such other Party and the members of such other Party’s Group with respect thereto are thereupon terminated by documentation satisfactory in form and substance to such other Party.

Release of Guarantees. In furtherance of, and not in limitation of, the obligations set forth in Section 2.5:this Agreement. (a) On or prior to the Effective Time or as soon as practicable thereafter, each Each of Parent WPC and SpinCo NLOP shall, at the request of the other Party and with the reasonable cooperation of such other Party and the applicable member(s) of such other Party’s Group, use commercially reasonable efforts to to, as soon as reasonably practicable following the applicable Transactions, (i) have any member(s) of the Parent WPC Group removed as guarantor of, indemnitor of or obligor for any SpinCo Liability to the extent that such guarantee or obligation relates to SpinCo LiabilitiesNLOP Liability, including the removal termination and release of any Security Interest on or in any Parent WPC Asset that may serve as collateral or security for any such SpinCo NLOP Liability; and (ii) have any member(s) of the SpinCo NLOP Group removed as guarantor of, indemnitor of or obligor for any Parent Liability to the extent that such guarantee or obligation relates to Parent LiabilitiesWPC Liability, including the removal termination and release of any Security Interest on or in any SpinCo NLOP Asset that may serve as collateral or security for any such Parent WPC Liability. (b) To If and to the extent required to obtain a release from a guarantee ofrequired: (i) to obtain a release of any member of the Parent GroupWPC Group from a guarantee or indemnity for any NLOP Liability, SpinCo shall (NLOP or shall cause a member one or more members of the SpinCo NLOP Group to) shall execute a guarantee or indemnity agreement in substantially the form of the existing guarantee or indemnity or such other form as is reasonably agreed to by the relevant parties to such guarantee or indemnity agreement, which agreement shall include the removal termination and release of any Security Interest on or in any Parent WPC Asset that may serve as collateral or security for any SpinCo such NLOP Liability; provided, except that, no such new guarantee or indemnity shall be required to the extent that such the corresponding existing guarantee or indemnity contains representations, covenants or other terms or provisions either (xi) with which SpinCo (NLOP or any member of the SpinCo Group) NLOP Group would be reasonably unable to comply or (yii) which SpinCo (NLOP or any member of the SpinCo Group) NLOP Group would not reasonably be able to avoid breaching; and; (ii) to obtain a release of any member of the SpinCo Group, Parent shall (NLOP Group from a guarantee or shall cause a indemnity for any WPC Liability any member of the Parent NLOP Group, WPC or one or more members of the WPC Group to) shall execute a guarantee or indemnity agreement in substantially the form of the existing guarantee or indemnity or such other form as is reasonably agreed to by the relevant parties to such guarantee or indemnity agreement, which agreement shall include the removal termination and release of any Security Interest on or in any SpinCo NLOP Asset that may serve as collateral or security for any Parent such WPC Liability; provided, except that, no such new guarantee or indemnity shall be required to the extent that such the corresponding existing guarantee or indemnity contains representations, covenants or other terms or provisions either (xi) with which Parent (WPC or any member of the Parent Group) WPC Group would be reasonably unable to comply or (yii) which Parent (WPC or any member of the Parent Group) WPC Group would not reasonably be able to avoid breaching. (c) If Parent Until such time as WPC or SpinCo is unable to obtainNLOP has obtained, or to cause has caused to be obtained, any such required removal or release as set forth in clauses (a) and (b) of this Section 2.62.3, (i) the Party or the relevant member of its Group that has assumed the Liability with respect related to such guarantee shall indemnify, defend and hold harmless the guarantor or obligor against or from any Liability (in respect of a mortgage or otherwise) arising from or relating thereto in accordance with the provisions of Article IV IX and shall, as agent or subcontractor for such guarantor guarantor, indemnitor or obligor, pay, perform and discharge fully all the obligations or other Liabilities (in respect of mortgages or otherwise) of such guarantor guarantor, indemnitor or obligor thereunder; and (ii) each of Parent WPC and SpinCoNLOP, on behalf of itself and the other members of their respective Group, agrees agree not to renew or extend the term of, increase any obligations under, decrease any rights under or transfer to a Third Partythird party, any loan, guarantee, lease, contract or other obligation for which the other Party or a member of its Group is or may be liable, liable unless all obligations of such other Party and the members of such other Party’s Group with respect thereto are thereupon have theretofore terminated by documentation satisfactory in form and substance to such other Party.

Release of Guarantees. In furtherance of, and not in limitation of, the obligations set forth in Section 2.52.7: (a) On or prior to the Effective Time or as soon as practicable thereafter, each of Parent and SpinCo CoalCo shall, at the request of the other Party and with the reasonable cooperation of such other Party and the applicable member(s) of such other Party’s Group, use commercially reasonable efforts but shall not be obligated to pay any consideration to (i) have any member(s) of the Parent Group removed as guarantor of or obligor for any SpinCo Coal Liability to the extent that such guarantee or obligation it relates to SpinCo Coal Liabilities, including the removal of any Security Interest on or in any Parent Asset that may serve as collateral or security for any such SpinCo Coal Liability; and (ii) have any member(s) of the SpinCo CoalCo Group removed as guarantor of or obligor for any Parent Liability to the extent that such guarantee or obligation it relates to Parent Liabilities, including the removal of any Security Interest on or in any SpinCo Coal Asset that may serve as collateral or security for any such Parent Liability; provided, that, notwithstanding anything to the contrary herein, the replacing party shall be obligated, to the extent required by relevant Law, regulation or contract, to post, supplement or otherwise replace any security, in such amounts and of such type, as had previously been in place with respect to such guarantee or obligation. (b) To the extent required to obtain a release from a guarantee of: (i) any member of the Parent Group, SpinCo CoalCo shall execute a guarantee agreement in the form of the existing guarantee or such other form as is agreed to by the relevant parties to such guarantee agreement, which such agreement shall include the removal of any Security Interest on or in any Parent Asset that may serve as collateral or security for any such Parent Liability, except to the extent that such existing guarantee contains representations, covenants or other terms or provisions either (A) with which CoalCo would be reasonably unable to comply or shall cause a (B) which CoalCo would not reasonably be able to avoid breaching; and (ii) any member of the SpinCo Group to) CoalCo Group, Parent shall execute a guarantee agreement in the form of the existing guarantee or such other form as is agreed to by the relevant parties to such guarantee agreement, which agreement shall include the removal of any Security Interest on or in any Parent Coal Asset that may serve as collateral or security for any SpinCo such Coal Liability, except to the extent that such existing guarantee contains representations, covenants or other terms or provisions either (xA) with which SpinCo (or any member of the SpinCo Group) Parent would be reasonably unable to comply or (y) which SpinCo (or any member of the SpinCo Group) would not reasonably be able to avoid breaching; and (ii) any member of the SpinCo Group, Parent shall (or shall cause a member of the Parent Group to) execute a guarantee agreement in the form of the existing guarantee or such other form as is agreed to by the relevant parties to such guarantee agreement, which agreement shall include the removal of any Security Interest on or in any SpinCo Asset that may serve as collateral or security for any Parent Liability, except to the extent that such existing guarantee contains representations, covenants or other terms or provisions either (x) with which Parent (or any member of the Parent Group) would be reasonably unable to comply or (yB) which Parent (or any member of the Parent Group) would not reasonably be able to avoid breaching. (c) If Parent or SpinCo CoalCo is unable to (or has agreed not to) obtain, or to cause to be obtained, any such required removal or release as set forth referred to in clauses (aSection 2.8(a) and or (b) (including, for the avoidance of this Section 2.6doubt, any removal or release of the guarantees set forth on Schedule 2.8(c)), (i) the Party or the relevant member of its Group that has assumed the Liability (whether fully or in case of Shared Contracts, partially), with respect to which such guarantee relates shall indemnify, defend and hold harmless the guarantor or obligor against or from any Liability arising from or relating thereto in accordance with the provisions of Article IV and shall, as agent or subcontractor for such guarantor or obligor, pay, perform and discharge fully all the obligations or other Liabilities of such guarantor or obligor thereunder; and (ii) each of Parent and SpinCoCoalCo, on behalf of itself and the other members of their respective Group, agrees not to renew or extend the term of, increase any obligations under, or transfer to a Third Party, any loan, guarantee, lease, contract or other obligation for which the other Party or a member of its such other Party’s Group is or may be liable, liable unless all obligations of such other Party and the members of such other Party’s Group with respect thereto are thereupon terminated by documentation satisfactory in form and substance to such other Party.

Release of Guarantees. In furtherance of, and not in limitation of, the obligations set forth in Section 2.52.4: (a) On or prior to the Effective Time or as soon as practicable thereafter, each Each of Parent iStar and SpinCo shall, at the request of the other Party and with the reasonable cooperation of such other Party and the applicable member(s) of such other Party’s Group, use commercially reasonable efforts to to, as soon as reasonably practicable following the applicable Separation Transactions, (i) have any member(s) of the Parent iStar Group removed as guarantor of, indemnitor of or obligor for any SpinCo Liability to the extent that such guarantee or obligation relates to SpinCo LiabilitiesAssumed Liability, including the removal termination and release of any Security Interest on or in any Parent Excluded Asset that may serve as collateral or security for any such SpinCo Assumed Liability; and (ii) have any member(s) of the SpinCo Group removed as guarantor of, indemnitor of or obligor for any Parent Liability to the extent that such guarantee or obligation relates to Parent LiabilitiesExcluded Liability, including the removal termination and release of any Security Interest on or in any SpinCo Transferred Asset that may serve as collateral or security for any such Parent Excluded Liability. (b) To If and to the extent required to obtain a release from a guarantee ofrequired: (i) to obtain a release of any member of the Parent GroupiStar Group from a guarantee or indemnity for any Assumed Liability, SpinCo shall (or shall cause a member one or more members of the SpinCo Group to) shall execute a guarantee or indemnity agreement in substantially the form of the existing guarantee or indemnity or such other form as is reasonably agreed to by the relevant parties to such guarantee or indemnity agreement, which agreement shall include the removal termination and release of any Security Interest on or in any Parent Excluded Asset that may serve as collateral or security for any SpinCo such Assumed Liability; provided, except that, no such new guarantee or indemnity shall be required to the extent that such the corresponding existing guarantee or indemnity contains representations, covenants or other terms or provisions either (xi) with which SpinCo (or any member of the SpinCo Group) Group would be reasonably unable to comply or (yii) which SpinCo (or any member of the SpinCo Group) Group would not reasonably be able to avoid breaching; and; (ii) to obtain a release of any member of the SpinCo GroupGroup from a guarantee or indemnity for any Excluded Liability, Parent shall (iStar or shall cause a member one or more members of the Parent iStar Group to) shall execute a guarantee or indemnity agreement in substantially the form of the existing guarantee or indemnity or such other form as is reasonably agreed to by the relevant parties to such guarantee or indemnity agreement, which agreement shall include the removal termination and release of any Security Interest on or in any SpinCo Transferred Asset that may serve as collateral or security for any Parent such Excluded Liability; provided, except that, no such new guarantee or indemnity shall be required to the extent that such the corresponding existing guarantee or indemnity contains representations, covenants or other terms or provisions either (xi) with which Parent (iStar or any member of the Parent Group) iStar Group would be reasonably unable to comply or (yii) which Parent (iStar or any member of the Parent Group) iStar Group would not reasonably be able to avoid breaching. (c) If Parent Until such time as iStar or SpinCo is unable to obtainhas obtained, or to cause has caused to be obtained, any such required removal or release as set forth in clauses (a) and (b) of this Section 2.62.5, (i) the Party or the relevant member of its Group that has assumed the Liability with respect related to such guarantee shall indemnify, defend and hold harmless the guarantor or obligor against or from any Liability (in respect of a mortgage or otherwise) arising from or relating thereto in accordance with the provisions of Article IV and shall, as agent or subcontractor for such guarantor guarantor, indemnitor or obligor, pay, perform and discharge fully all the obligations or other Liabilities (in respect of mortgages or otherwise) of such guarantor guarantor, indemnitor or obligor thereunder; and (ii) each of Parent iStar and SpinCo, on behalf of itself and the other members of their respective Group, agrees agree not to renew or extend the term of, increase any obligations under, decrease any rights under or transfer to a Third Party, any loan, guarantee, lease, contract or other obligation for which the other Party or a member of its Group is or may be liable, liable unless all obligations of such other Party and the members of such other Party’s Group with respect thereto are thereupon have theretofore terminated by documentation satisfactory in form and substance to such other Party.

Release of Guarantees. In furtherance of, and not in limitation of, the obligations set forth in Section 2.5: (a) On or prior to the Effective Time or as soon as practicable thereafter, each of Parent and SpinCo shall, at the request of the other Party and with the reasonable cooperation of such other Party and the applicable member(s) of such other Party’s Group, use commercially reasonable efforts to (i) have any member(s) of the Parent Group removed as guarantor of or obligor for any SpinCo Liability to the extent that such guarantee or obligation relates to SpinCo Liabilities, including the removal of any Security Interest on or in any Parent Asset that may serve as collateral or security for any such SpinCo Liability; , and (ii) have any member(s) of the SpinCo Group removed as guarantor of or obligor for any Parent Liability to the extent that such guarantee or obligation relates to Parent Liabilities, including the removal of any Security Interest on or in any SpinCo Asset that may serve as collateral or security for any such Parent Liability. (b) To the extent required to obtain a release from a guarantee of: (i) any member of the Parent Group, SpinCo shall (or shall cause a member of the SpinCo Group to) execute a guarantee agreement substantially in the form of the existing guarantee or such other form as is agreed to by the relevant parties to such guarantee agreement, which agreement shall include the removal of any Security Interest on or in any Parent Asset that may serve as collateral or security for any SpinCo Liability, except to the extent that such existing guarantee contains representations, covenants or other terms or provisions either (x) with which SpinCo (or any member of the SpinCo Group) would be reasonably unable to comply or (y) which SpinCo (or any member of the SpinCo Group) would not reasonably be able to avoid breaching; and (ii) any member of the SpinCo Group, Parent shall (or shall cause a member of the Parent Group to) execute a guarantee agreement substantially in the form of the existing guarantee or such other form as is agreed to by the relevant parties to such guarantee agreement, which agreement shall include the removal of any Security Interest on or in any SpinCo Asset that may serve as collateral or security for any Parent Liability, except to the extent that such existing guarantee contains representations, covenants or other terms or provisions either (x) with which Parent (or any member of the Parent Group) would be reasonably unable to comply or (y) which Parent (or any member of the Parent Group) would not reasonably be able to avoid breaching. (c) If Parent or SpinCo is unable to obtain, or to cause to be obtained, any such required removal or release as set forth in clauses (a) and (b) of this Section 2.6, (i) the Party or the relevant member of its Group that has assumed the Liability with respect to such guarantee shall indemnify, defend and hold harmless the guarantor or obligor against or from any Liability arising from or relating thereto in accordance with the provisions of Article IV and shall, as agent or subcontractor for such guarantor or obligor, pay, perform and discharge fully all the obligations or other Liabilities of such guarantor or obligor thereunder; , and (ii) each of Parent and SpinCo, on behalf of itself and the other members of their respective GroupGroups, agrees agree not to renew or extend the term of, increase any obligations under, or transfer to a Third Party, any loan, guarantee, lease, contract or other obligation for which the other Party or a member of its Group is or may be liable, unless all obligations of such other Party and the members of such other Party’s Group with respect thereto are thereupon terminated by documentation satisfactory in form and substance to such other Party.

Release of Guarantees. In furtherance of, and not in limitation of, the obligations set forth in Section 2.5: (a) On or prior to the Effective Time or as soon as practicable thereafter, each of Parent and SpinCo shall, at the request of the other Party and with the reasonable cooperation of such other Party and the applicable member(s) of such other Party’s Group, use commercially reasonable efforts to (i) have any member(s) of the Parent Group removed as guarantor of or obligor for any SpinCo Liability to the extent that such guarantee or obligation relates they relate to SpinCo Liabilities, including the removal of any Security Interest on or in any Parent Asset that may serve as collateral or security for any such SpinCo Liability; and (ii) have any member(s) of the SpinCo Group removed as guarantor of or obligor for any Parent Liability to the extent that such guarantee or obligation relates they relate to Parent Liabilities, including the removal of any Security Interest on or in any SpinCo Asset that may serve as collateral or security for any such Parent Liability. (b) To the extent required to obtain a release from a guarantee of: (i) any member of the Parent Group, SpinCo shall (or shall cause a member of the SpinCo Group to) execute a guarantee agreement in the form of the existing guarantee or such other form as is agreed to by the relevant parties to such guarantee agreement, which agreement shall include the removal of any Security Interest on or in any Parent Asset that may serve as collateral or security for any SpinCo Liability, except to the extent that such existing guarantee contains representations, covenants or other terms or provisions either (xi) with which SpinCo (or any member of the SpinCo Group) would be reasonably unable to comply or (yii) which SpinCo (or any member of the SpinCo Group) would not reasonably be able to avoid breaching; and (ii) any member of the SpinCo Group, Parent shall (or shall cause a member of the Parent Group to) execute a guarantee agreement in the form of the existing guarantee or such other form as is agreed to by the relevant parties to such guarantee agreement, which agreement shall include the removal of any Security Interest on or in any SpinCo Asset that may serve as collateral or security for any Parent Liability, except to the extent that such existing guarantee contains representations, covenants or other terms or provisions either (xi) with which Parent (or any member of the Parent Group) would be reasonably unable to comply or (yii) which Parent (or any member of the Parent Group) would not reasonably be able to avoid breaching. (c) If Parent or SpinCo is unable to obtain, or to cause to be obtained, any such required removal or release as set forth in clauses (a) and (b) of this Section 2.6, (i) the Party or the relevant member of its Group that has assumed the Liability with respect to such guarantee shall indemnify, defend and hold harmless the guarantor or obligor against or from any Liability arising from or relating thereto in accordance with the provisions of Article IV and shall, as agent or subcontractor for such guarantor or obligor, pay, perform and discharge fully all the obligations or other Liabilities of such guarantor or obligor thereunder; and (ii) each of Parent and SpinCo, on behalf of itself and the other members of their respective Group, agrees agree not to renew or extend the term of, increase any obligations under, or transfer to a Third Party, any loan, guarantee, lease, contract or other obligation for which the other Party or a member of its Group is or may be liable, liable unless all obligations of such other Party and the members of such other Party’s Group with respect thereto are thereupon terminated by documentation satisfactory in form and substance to such other Party.

Release of Guarantees. In furtherance of, and not in limitation of, the obligations set forth in Section 2.52.6: (a) On At or prior to the Effective Time Separation Date or as soon as practicable thereafter, each of Parent AIG and SpinCo Corebridge shall, at the request of the other Party and with the reasonable cooperation of such other Party and the applicable member(s) of such other Party’s Group, use commercially reasonable efforts to (iA) have any member(s) of the Parent AIG Group removed as guarantor of or obligor for any SpinCo Corebridge Liability, other than any Corebridge Liability to the extent that such guarantee or obligation relates to SpinCo Liabilitiesset forth on Schedule 2.7(a), including the removal of any Security Interest on or in any Parent AIG Asset that may serve as collateral or security for any such SpinCo Corebridge Liability; and (iiB) have any member(s) of the SpinCo Corebridge Group removed as guarantor of or obligor for any Parent Liability to the extent that such guarantee or obligation relates to Parent LiabilitiesAIG Liability, including the removal of any Security Interest on or in any SpinCo Corebridge Asset that may serve as collateral or security for any such Parent AIG Liability. (b) To the extent required to obtain a release from a guarantee of: (i) any member of the Parent AIG Group, SpinCo Corebridge shall (or shall cause a member of the SpinCo Group to) execute a guarantee agreement in the form of the existing guarantee or such other form as is agreed to by the relevant parties to such guarantee agreement, which agreement shall include the removal of any Security Interest on or in any Parent AIG Asset that may serve as collateral or security for any SpinCo such Corebridge Liability, except to the extent that such existing guarantee contains representations, covenants or other terms or provisions either (xA) with which SpinCo (or any member of the SpinCo Group) Corebridge would be reasonably unable to comply or (yB) which SpinCo (or any member of the SpinCo Group) Cxxxxxxxxx would not reasonably be able to avoid breaching; and (ii) any member of the SpinCo Corebridge Group, Parent AIG shall (or shall cause a member of the Parent Group to) execute a guarantee agreement in the form of the existing guarantee or such other form as is agreed to by the relevant parties to such guarantee agreement, which agreement shall include the removal of any Security Interest on or in any SpinCo Corebridge Asset that may serve as collateral or security for any Parent such AIG Liability, except to the extent that such existing guarantee contains representations, covenants or other terms or provisions either (xi) with which Parent (or any member of the Parent Group) AIG would be reasonably unable to comply or (yii) which Parent (or any member of the Parent Group) AIG would not reasonably be able to avoid breaching. (c) If Parent AIG or SpinCo Corebridge is unable to obtain, or to cause to be obtained, any such required removal or release release, or is expressly not required to do so (including as provided in Schedule 2.7(a)), in each case as set forth in clauses (a) and (b) of this Section 2.62.7, (i) the Party or the relevant member of its Group that has assumed is responsible pursuant to this Agreement for the Liability associated with respect to such guarantee shall indemnify, defend and hold harmless the guarantor or obligor obligor, as applicable, against or from any Liability arising from or relating thereto in accordance with the provisions of Article IV IX and shall, as agent or subcontractor for such guarantor or obligor, pay, perform and discharge fully all the obligations or other Liabilities of such guarantor or obligor thereunder; and (ii) each of Parent AIG and SpinCoCorebridge, on behalf of itself and the other members of their respective Group, agrees agree not to renew or extend the term of, increase any obligations under, or transfer to a Third Partythird party, any loan, guarantee, lease, contract or other obligation for which the other Party or a member of its Group is or may be liable, liable unless all obligations of such other Party and the members of such other Party’s Group with respect thereto are thereupon terminated by documentation satisfactory in form and substance to such other Party.

Release of Guarantees. In furtherance of, (i) Each of CHS and not in limitation of, the obligations set forth in Section 2.5: (a) On or prior to the Effective Time or as soon as practicable thereafter, each of Parent and SpinCo shallQHC, at the request of the other Party and with the reasonable cooperation of such other Party and the applicable member(s) of such other Party’s Group, shall use commercially reasonable efforts efforts, as soon as is reasonably practicable, to (iA) have any member(s) of the Parent Group QHC or a QHC Subsidiary removed as guarantor of or obligor for any SpinCo CHS Liability to the extent that such guarantee guarantees or obligation relates obligations relate to SpinCo CHS Liabilities, including which shall include the removal of any Security Interest on or in any Parent QHC Asset that may serve as collateral or security for any such SpinCo CHS Liability; and (iiB) have any member(s) of the SpinCo Group CHS or a CHS Subsidiary removed as guarantor of or obligor for any Parent QHC Liability to the extent that such guarantee guarantees or obligation relates obligations relate to Parent QHC Liabilities, including which shall include the removal of any Security Interest on or in any SpinCo CHS Asset that may serve as collateral or security for any such Parent QHC Liability; provided, however, that, except as otherwise expressly provided in the Ancillary Agreements and without limiting the requirements under Section 2.11(c)(ii), the use of commercially reasonable efforts under this Section 2.11(c)(i) shall not obligate either CHS or QHC (nor any of their respective Subsidiaries) to contribute any capital, pay any consideration, grant any concession or incur any additional Liability to any Third Party other than ordinary and customary fees to a Governmental Authority from whom such Consents, substitutions, amendments, terminations or releases are requested. (bii) To the extent required to obtain a release from a guarantee ofguarantee: (iA) any member of the Parent GroupCHS or a CHS Subsidiary, SpinCo QHC shall (or shall cause a member of the SpinCo Group to) execute a guarantee agreement in the form of the existing guarantee or such other form as is agreed to by the relevant parties to such guarantee agreement, which agreement shall include the removal of any Security Interest on or in any Parent CHS Asset that may serve as collateral or security for any SpinCo Liabilitysuch QHC Liability and the release of any CHS guaranty with respect to obligations arising after the Effective Time, except to the extent that such existing guarantee contains representations, covenants or other terms or provisions either (x) with which SpinCo QHC (or any member of the SpinCo Group1) would be reasonably unable to comply or (y) which SpinCo (or any member of the SpinCo Group2) would not reasonably be able to avoid breaching; and (iiB) any member of the SpinCo GroupQHC or a QHC Subsidiary, Parent CHS shall (or shall cause a member of the Parent Group to) execute a guarantee agreement in the form of the existing guarantee or such other form as is agreed to by the relevant parties to such guarantee agreement, which agreement shall include the removal of any Security Interest on or in any SpinCo QHC Asset that may serve as collateral or security for any Parent such CHS Liability, except to the extent that such existing guarantee contains representations, covenants or other terms or provisions either (x) with which Parent CHS (or any member of the Parent Group1) would be reasonably unable to comply or (y) which Parent (or any member of the Parent Group2) would not reasonably be able to avoid breaching. (ciii) If Parent CHS or SpinCo QHC is unable to obtain, or to cause to be obtained, any such required removal or release as set forth in clauses (ai) and (bii) of this Section 2.62.11(c), (iA) the Party or the its relevant member of its Group Subsidiary that has assumed the Liability with respect to such guarantee shall indemnify, defend indemnify and hold harmless the guarantor or obligor against or from any Liability arising from or relating thereto (in accordance with the provisions of Article IV IV) and shallshall or shall cause one of its Subsidiaries, as agent or subcontractor for such guarantor or obligor, to pay, perform and discharge fully all the obligations or other Liabilities of such guarantor or obligor thereunder; and (iiB) each of Parent CHS and SpinCoQHC, on behalf of itself themselves and the other members of their respective GroupSubsidiaries, agrees agree not to renew or extend the term of, increase any its obligations under, or transfer to a Third Party, any loan, guarantee, lease, contract or other obligation for which the other Party or a member of its Group such Party’s Subsidiaries is or may be liable, liable unless all obligations of such other Party and the members Subsidiaries of such other Party’s Group Party with respect thereto are thereupon terminated by documentation reasonably satisfactory in form and substance to such other Party.

Release of Guarantees. In furtherance of, and not in limitation of, the obligations set forth in Section 2.5: (a) On or prior to the Effective Time or as soon as practicable thereafter, each of Parent SPG and SpinCo WPG shall, at the request of the other Party and with the reasonable cooperation of such other Party and the applicable member(s) of such other Party’s Group, use commercially reasonable efforts to (i) have any member(s) of the Parent SPG Group removed as guarantor of, indemnitor of or obligor for any SpinCo WPG Liability to the extent that such guarantee or obligation relates they relate to SpinCo WPG Liabilities, including the removal of any Security Interest on or in any Parent SPG Asset that may serve as collateral or security for any such SpinCo WPG Liability; and (ii) have any member(s) of the SpinCo WPG Group removed as guarantor of, indemnitor of or obligor for any Parent SPG Liability to the extent that such guarantee or obligation relates they relate to Parent SPG Liabilities, including the removal of any Security Interest on or in any SpinCo WPG Asset that may serve as collateral or security for any such Parent SPG Liability; provided, however, that the foregoing provisions of this Section 2.6(a)(i) shall not apply with respect to any guarantee or indemnity agreement entered into by any member of the SPG Group to support the WPG Surety Bonds until January 1, 2015. (b) To the extent required to obtain a release from a guarantee or indemnity of: (i) any member of the Parent SPG Group, SpinCo shall (WPG or shall cause a member one or more members of the SpinCo WPG Group to) shall execute a guarantee or indemnity agreement in the form of the existing guarantee or indemnity or such other form as is agreed to by the relevant parties to such guarantee or indemnity agreement, which agreement shall include the removal of any Security Interest on or in any Parent SPG Asset that may serve as collateral or security for any SpinCo such WPG Liability, except to the extent that such existing guarantee or indemnity contains representations, covenants or other terms or provisions either (i) with which WPG would be reasonably unable to comply or (ii) which WPG would not reasonably be able to avoid breaching; and (ii) any member of the WPG Group, SPG or one or more members of the SPG Group shall execute a guarantee or indemnity agreement in the form of the existing guarantee or indemnity or such other form as is agreed to by the relevant parties to such guarantee or indemnity agreement, which agreement shall include the removal of any Security Interest on or in any WPG Asset that may serve as collateral or security for any such SPG Liability, except to the extent that such existing guarantee contains representations, covenants or other terms or provisions either (xi) with which SpinCo (or any member of the SpinCo Group) SPG would be reasonably unable to comply or (yii) which SpinCo (or any member of the SpinCo Group) would not reasonably be able to avoid breaching; and (ii) any member of the SpinCo Group, Parent shall (or shall cause a member of the Parent Group to) execute a guarantee agreement in the form of the existing guarantee or such other form as is agreed to by the relevant parties to such guarantee agreement, which agreement shall include the removal of any Security Interest on or in any SpinCo Asset that may serve as collateral or security for any Parent Liability, except to the extent that such existing guarantee contains representations, covenants or other terms or provisions either (x) with which Parent (or any member of the Parent Group) would be reasonably unable to comply or (y) which Parent (or any member of the Parent Group) SPG would not reasonably be able to avoid breaching. (c) If Parent Until such time as SPG or SpinCo is unable to obtainWPG has obtained, or to cause has caused to be obtained, any such required removal or release as set forth in clauses (a) and (b) of this Section 2.62.6 (including, for the avoidance of doubt, any removal or release with respect to WPG Surety Bonds prior to and after January 1, 2014), (i) the Party or the relevant member of its Group that has assumed the Liability with respect related to such guarantee shall indemnify, defend and hold harmless the guarantor or obligor against or from any Liability arising from or relating thereto in accordance with the provisions of Article IV and shall, as agent or subcontractor for such guarantor guarantor, indemnitor or obligor, pay, perform and discharge fully all the obligations or other Liabilities of such guarantor guarantor, indemnitor or obligor thereunder; and (ii) each of Parent SPG and SpinCoWPG, on behalf of itself and the other members of their respective Group, agrees agree not to renew or extend the term of, increase any obligations under, or transfer to a Third Party, any loan, guarantee, lease, contract or other obligation for which the other Party or a member of its Group is or may be liable, liable unless all obligations of such other Party and the members of such other Party’s Group with respect thereto are thereupon terminated by documentation satisfactory in form and substance to such other Party.

Release of Guarantees. In furtherance of, and not in limitation of, the obligations (i) Except as set forth in Section 2.5: (a) On or prior to the Effective Time or as soon as practicable thereafteron Schedule 2.11(c)(i), each of Parent Merck and SpinCo shallOrganon, at the request of the other Party and with the reasonable cooperation of such other Party and the applicable member(s) of such other Party’s Group, shall use commercially reasonable efforts efforts, as soon as is reasonably practicable, to (iA) have any member(s) of the Parent Group Organon or an Organon Subsidiary removed as guarantor of or obligor for any SpinCo Merck Liability to the extent that such guarantee guarantees or obligation relates obligations relate to SpinCo Merck Liabilities, including which shall include the removal of any Security Interest on or in any Parent Organon Asset that may serve as collateral or security for any such SpinCo Merck Liability; and (iiB) have any member(s) of the SpinCo Group Merck or a Merck Subsidiary removed as guarantor of or obligor for any Parent Organon Liability to the extent that such guarantee guarantees or obligation relates obligations relate to Parent Organon Liabilities, including which shall include the removal of any Security Interest on or in any SpinCo Merck Asset that may serve as collateral or security for any such Parent Organon Liability; provided, however, that, except as otherwise expressly provided in the Transaction Documents and without limiting the requirements under Section 2.11(c)(ii), the use of commercially reasonable efforts under this Section 2.11(c)(i) shall not obligate either Merck or Organon (nor any of their respective Subsidiaries) to contribute any capital, pay any consideration, grant any concession or incur any additional Liability to any Third Party other than ordinary and customary fees to a Governmental Authority (which shall be payable by the non-guarantor or non-obligor Party) from whom such Consents, substitutions, amendments, terminations or releases are requested. (bii) To the extent required to obtain a release from a guarantee ofor other obligation: (iA) any member of the Parent GroupMerck or a Merck Subsidiary, SpinCo Organon shall (or shall cause a member of the SpinCo Group to) execute a guarantee agreement in the form of the existing guarantee or such other form as is agreed to by the relevant parties to such guarantee agreement, which agreement shall include the removal of any Security Interest on or in any Parent Merck Asset that may serve as collateral or security for any SpinCo such Organon Liability, except to the extent that such existing guarantee contains representations, covenants or other terms or provisions either (x) with which SpinCo Organon (or any member of the SpinCo Group1) would be reasonably unable to comply or (y) which SpinCo (or any member of the SpinCo Group2) would not reasonably be able to avoid breaching; and (iiB) any member of the SpinCo GroupOrganon or an Organon Subsidiary, Parent Merck shall (or shall cause a member of the Parent Group to) execute a guarantee agreement in the form of the existing guarantee or such other form as is agreed to by the relevant parties to such guarantee agreement, which agreement shall include the removal of any Security Interest on or in any SpinCo Organon Asset that may serve as collateral or security for any Parent such Merck Liability, except to the extent that such existing guarantee contains representations, covenants or other terms or provisions either (x) with which Parent Merck (or any member of the Parent Group1) would be reasonably unable to comply or (y) which Parent (or any member of the Parent Group2) would not reasonably be able to avoid breaching. (ciii) If Parent With respect to the continuing guarantees or SpinCo obligations which the Parties have agreed, subject to this Section 2.11(c)(iii), will continue following the Effective Time, and with respect to which Merck or Organon is unable to obtain, or to cause to be obtained, any such required removal or release as set forth in clauses (ai) and (bii) of this Section 2.62.11(c), (iA) the Party or the its relevant member of its Group Subsidiary that has assumed the Liability with respect to underlying such guarantee or obligation shall indemnifyuse commercially reasonable efforts to prevent the guarantor or obligator from incurring any continuing Liability in respect of such guarantee or obligation, defend and shall indemnify and hold harmless the guarantor or obligor against or from any Liability arising from or relating thereto (in accordance with the provisions of Article IV IV) and shall, as agent shall or subcontractor for such guarantor or obligor, shall cause one of its Subsidiaries to pay, perform and discharge fully all the obligations or other Liabilities of such guarantor or obligor thereunderthereunder on behalf of and for the benefit of such guarantor or obligor; and (iiB) each of Parent Merck and SpinCoOrganon, on behalf of itself themselves and the other members of their respective GroupSubsidiaries, agrees agree not to renew or extend the term of, increase any its obligations under, or transfer to a Third Party, any loan, guarantee, lease, contract or other obligation for which the other Party or a member of its Group such Party’s Subsidiaries is or may be liable, liable unless the other Party consents in writing or unless all obligations of such other Party and the members Subsidiaries of such other Party’s Group Party with respect thereto are thereupon terminated by documentation reasonably satisfactory in form and substance to such other Party.

Release of Guarantees. In furtherance of, and not in limitation of, the obligations set forth in Section 2.52.3: (a) On or prior to Each of the Effective Time or as soon as practicable thereafter, each of Parent and SpinCo shallParties will, at the request of the other Party and with the reasonable cooperation of such other Party and the applicable member(s) of such other Party’s Group, use commercially reasonable efforts to, effective at or prior to the Effective Time: (i) have any member(s) of the Parent CES Group removed as guarantor of, indemnitor of or obligor for any SpinCo Liability to the extent that such guarantee or obligation relates to SpinCo LiabilitiesDistributed Liability, including the removal of any Security Interest on or in any Parent CES Asset that may serve as collateral or security for any such SpinCo Distributed Liability; and (ii) have any member(s) of the SpinCo Group removed as guarantor of, indemnitor of or obligor for any Parent Liability to the extent that such guarantee or obligation relates to Parent LiabilitiesCES Liability, including the removal of any Security Interest on or in any SpinCo Distributed Asset that may serve as collateral or security for any such Parent CES Liability. (b) To the extent required to obtain a release from a guarantee ofor indemnity by: (i) any member of the Parent CES Group, SpinCo shall will (or shall will cause a member one or more other members of the SpinCo Group to) execute a guarantee or indemnity agreement in the form of the existing guarantee or indemnity or such other form as is agreed to by the relevant parties to such guarantee or indemnity agreement, which agreement shall will include the removal of any Security Interest on or in any Parent CES Asset that may serve as collateral or security for any such SpinCo Distributed Liability, except to the extent that such existing guarantee or indemnity contains representations, covenants or other terms or provisions either (xA) with which SpinCo (or any member of the SpinCo Group) would be reasonably unable to comply or (yB) which SpinCo (or any member of the SpinCo Group) would not reasonably be able to avoid breaching; and (ii) any member of the SpinCo Group, Parent shall VSI will (or shall will cause a member one or more other members of the Parent CES Group to) execute a guarantee or indemnity agreement in the form of the existing guarantee or indemnity or such other form as is agreed to by the relevant parties to such guarantee or indemnity agreement, which agreement shall will include the removal of any Security Interest on or in any SpinCo Distributed Asset that may serve as collateral or security for any Parent such CES Liability, except to the extent that such existing guarantee or indemnity contains representations, covenants or other terms or provisions either (xA) with which Parent (or any member of the Parent Group) VSI would be reasonably unable to comply or (yB) which Parent (or any member of the Parent Group) VSI would not reasonably be able to avoid breaching. (c) If Parent or SpinCo is the Parties are unable to obtain, or to cause to be obtained, any such required removal or release as set forth in clauses (aSections 2.4(a) and (b) of this Section 2.6, ): (i) the Party VSI, SpinCo or the other relevant member of its the CES Group or the SpinCo Group, as applicable, that has assumed the Liability with respect to such guarantee shall or indemnity will indemnify, defend and hold harmless the guarantor guarantor, indemnitor or obligor against or from any Liability arising from or relating thereto in accordance with the provisions of Article IV and shallwill, as agent or subcontractor for such guarantor guarantor, indemnitor or obligor, pay, perform and discharge fully all the obligations or other Liabilities of such guarantor guarantor, indemnitor or obligor thereunderthereunder in accordance with its terms; and (ii) each of Parent VSI and SpinCo, on behalf of itself and the other members of their respective the CES Group or the SpinCo Group, agrees respectively, agree not to renew or extend the term of, increase any obligations under, or transfer to a Third Party, any loan, guarantee, lease, contract Contract or other obligation for which the any other Party or a member of its such other Party’s Group is or may be liable, liable unless all obligations of such other Party and the members of such other Party’s Group with respect thereto are thereupon terminated by documentation reasonably satisfactory in form and substance to such other Party.

Release of Guarantees. In furtherance ofThe Party that has any of its obligations or liabilities, and not in limitation of, or the obligations set forth and liabilities of its Affiliates (“Secured Party”), guaranteed in Section 2.5: any way (awhether financial guarantees or otherwise) On or prior to the Effective Time or as soon as practicable thereafter, each of Parent and SpinCo shall, at the request of by the other Party and and/or by any of its respective Affiliates (a “Guarantor”), undertakes, with the reasonable cooperation of such other Party and the applicable member(s) of such other Party’s GroupGuarantor, use to make commercially reasonable efforts to release, replace and/or in any way remove the Guarantor from the position of guarantor, warrantor, joint obligor, joint or several debtor (i“Guarantee”) have in relation to any member(s) Liability of the Parent Group removed as guarantor of or obligor for any SpinCo Liability to the extent that such guarantee or obligation relates to SpinCo LiabilitiesSecured Party, including the removal of any Security Interest Burden on or in any Parent Asset Guarantor’s goods and/or assets that may serve as collateral or security for the Guarantee of any such SpinCo Liability; and (ii) have any member(s) Liability of the SpinCo Group removed Secured Party, within six (6) months as guarantor of or obligor for any Parent Liability to from the extent that such guarantee or obligation relates to Parent LiabilitiesEffective Spin-off Date, including the removal of any Security Interest on or as set forth in any SpinCo Asset that may serve as collateral or security for any such Parent LiabilityClause 5.3.2. (b) 5.3.1. To the extent required necessary to obtain release a release from Guarantee, CBD or Sendas, as a Secured Party and/or Controlling Company of the Secured Party, undertakes to enter into a guarantee of: (i) any member of the Parent Group, SpinCo shall (or shall cause a member of the SpinCo Group to) execute a guarantee agreement in the form of covering the existing guarantee Guarantee, or such other form as is agreed otherwise acceptable to by the relevant parties to such guarantee agreementParties and creditors, which whose agreement shall include the removal of any Security Interest Guarantee provided by the Guarantor and/or any Burden on or in any Parent Asset a Guarantor’s asset that may serve as collateral or security a Guarantee for any SpinCo LiabilityLiability of the Secured Party, except and to the extent that such existing guarantee Guarantee contains representations, covenants agreements or other terms or provisions either (x) with which SpinCo (CBD or any member of Sendas, as the SpinCo Group) case may be, would be reasonably unable to comply or (y) which SpinCo (or any member of the SpinCo Group) would not reasonably be able to avoid breaching; and (ii) any member of the SpinCo Group, Parent shall (or shall cause a member of the Parent Group to) execute a guarantee agreement in the form of the existing guarantee or such other form as is agreed to by the relevant parties to such guarantee agreement, which agreement shall include the removal of any Security Interest on or in any SpinCo Asset that may serve as collateral or security for any Parent Liability, except to the extent that such existing guarantee contains representations, covenants or other terms or provisions either (x) with which Parent (or any member of the Parent Group) would be reasonably unable to comply or (y) which Parent (or any member of the Parent Group) would not reasonably be able to avoid breachingendure. (c) If Parent 5.3.2. In the event CBD or SpinCo Sendas, justifiably, is unable not able to obtain, or to cause to be obtained, ensure the obtaining of any such required removal or release of the Guarantee, as set forth in clauses (a) Clauses 5.3 and (b) of this Section 2.65.3.1, within the period defined in Clause 5.3, the Secured Party shall (i) monthly pay to the Party Guarantor, as from the sixth (6th) month after the Effective Spin-off Date, on the 15th (fifteenth) Business Day of each falling due month (the first payment falling due on the eighth (8th) month after the Effective Spin-off Date relating to the immediately previous month), as compensation for the Guarantee, the amount equivalent to the lowest commercial proposal received from, at least, three (3) first class banks and/or insurance companies, applied on a monthly basis to the outstanding balance of the Guarantees not replaced or released (“Fee”) and, in the relevant member of its Group that has assumed event the Liability with respect to such guarantee Guarantee remains in effect after eighteen (18) months as from the Effective Spin-off Date, the Fee shall be increased by twenty percent (20%); (ii) indemnify, defend and hold the Guarantor harmless the guarantor or obligor against or from any Liability arising from or relating thereto in accordance with the provisions of Article IV related to such Guarantee, and shall, as agent or subcontractor for such guarantor or obligorof the Guarantor, pay, perform and discharge fully comply with all the Guarantor’s obligations or other Liabilities of such guarantor or obligor thereunderunder the respective Guarantee; and (iiiii) each of Parent and SpinCo, on behalf of itself and the other members of their respective Group, agrees not to renew refrain from renewing or extend extending the term ofor scope of any Liabilities, increase of any obligations undernature, or transfer to whether in the form of a Third Party, any loan, guarantee, lease, contract agreement or other obligation obligation, for which the other Party or a member of its Group Guarantor is or may be liableresponsible, unless that Guarantor is finally and completely released from all its obligations as a result of such and /or in connection with the respective Guarantee. 5.3.2.1. For purposes of determination and calculation of the Fee, (a) the Parties shall agree within ten (10) days as from the beginning of each month, the balance of the Guarantees, based on which the Fee payable shall be calculated, by comparing the values of the Guarantees of one Party in relation to the other, in the sense that the Party holding the highest value of the secured obligations shall pay the Fee to the other Party Party; (b) CBD shall be responsible for obtaining the quotations from three (3) first class banks and/or insurance companies, for a guarantee of one (1) year, taking into account the subject matter of the Guarantees (e.g., real estate guarantee) and the members existing balance of such other the Guarantees; provided that the first quotations are obtained at the end of the period of six (6) months as from the Effective Spin-off Date, subject to renewal each twelve (12) months, based on the existing Guarantees at the end of the month before the obtaining of the quotations; (c) CBD shall submit to Sendas, within ten (10) Business Days as from the beginning of each month, the calculation statement of the Fee; and (d) CBD shall submit to Sendas and, however the case may be, copies of the quotations obtained. For clarification purposes, Appendix 5.3.2.1 includes a flowchart of the system referred to in this Clause 5.3.2. 5.3.3. In the event that Guarantor is required to make any payment and/or disbursement as a result of a Guarantee, or, if a Guarantee is executed, the Secured Party shall reimburse Guarantor for the Losses incurred in connection with the Guarantee provided by it, within 48 (forty-eight) hours from the receipt of notice sent by Guarantor to the Secured Party (and to CBD or Sendas, as Controlling Company of the Secured Party’s Group with respect thereto are thereupon terminated , pursuant to Clause 9.1 below), indicating the total amount of Losses, accompanied by documentation satisfactory in form proof of payment and substance the assignment or endorsement of the securities and rights to such other Partywhich Guarantor has been subrogated.

Release of Guarantees. In furtherance of, and not in limitation of, the obligations set forth in Section 2.5: (a) On At or prior to the Effective Time or as soon as practicable thereafter, each of Parent and SpinCo shall, at the request of the other Party and with the reasonable cooperation of such other Party and the applicable member(s) of such other Party’s Group, use commercially reasonable efforts to (i) have any member(s) of the Parent Group removed as guarantor of or obligor for any SpinCo Liability to the extent that such guarantee or obligation relates they relate to SpinCo Liabilities, including the removal of any Security Interest on or in any Parent Asset that may serve as collateral or security for any such SpinCo Liability; and (ii) have any member(s) of the SpinCo Group removed as guarantor of or obligor for any Parent Liability to the extent that such guarantee or obligation relates they relate to Parent Liabilities, including the removal of any Security Interest on or in any SpinCo Asset that may serve as collateral or security for any such Parent Liability. (b) To the extent required to obtain a release from a guarantee of: (i) any member of the Parent Group, SpinCo shall (or shall cause a member of the SpinCo Group to) execute a guarantee agreement in the form of the existing guarantee or such other form as is agreed to by the relevant parties to such guarantee agreement, which agreement shall include the removal of any Security Interest on or in any Parent Asset that may serve as collateral or security for any SpinCo Liability, except to the extent that such existing guarantee contains representations, covenants or other terms or provisions either (xA) with which SpinCo (or any member of the SpinCo Group) would be reasonably unable to comply or (yB) which SpinCo (or any member of the SpinCo Group) would not reasonably be able to avoid breaching; and (ii) any member of the SpinCo Group, Parent shall (or shall cause a member of the Parent Group to) execute a guarantee agreement in the form of the existing guarantee or such other form as is agreed to by the relevant parties to such guarantee agreement, which agreement shall include the removal of any Security Interest on or in any SpinCo Asset that may serve as collateral or security for any Parent Liability, except to the extent that such existing guarantee contains representations, covenants or other terms or provisions either (xA) with which Parent (or any member of the Parent Group) would be reasonably unable to comply or (yB) which Parent (or any member of the Parent Group) would not reasonably be able to avoid breaching. (c) If Parent or SpinCo is unable to obtain, or to cause to be obtained, any such required removal or release as set forth in clauses (a) and (b) of this Section 2.6, (iA) the Party or the relevant member of its Group that has assumed the Liability with respect to such guarantee shall indemnify, defend and hold harmless the guarantor or obligor against or from any Liability arising from or relating thereto in accordance with the provisions of Article IV and shall, as agent or subcontractor for such guarantor or obligor, pay, perform and discharge fully all the obligations or other Liabilities of such guarantor or obligor thereunder; and (iiB) each of Parent and SpinCo, on behalf of itself and the other members of their respective Group, agrees agree not to renew or extend the term of, increase any obligations under, or transfer to to, a Third Party, Party any loan, guarantee, lease, contract or other obligation for which the other Party or a member of its Group is or may be liable, liable unless all obligations of such other Party and the members of such other Party’s Group with respect thereto are thereupon terminated by documentation satisfactory in form and substance to such other Party.

Release of Guarantees. In furtherance of, and not in limitation of, the obligations set forth in Section 2.5: (a) On or prior to the Effective Time or as soon as practicable thereafter, each of Parent Vornado and SpinCo UE shall, at the request of the other Party and with the reasonable cooperation of such other Party and the applicable member(s) of such other Party’s Group, use commercially reasonable efforts to (i) have any member(s) of the Parent Vornado Group removed as guarantor of, indemnitor of or obligor for any SpinCo UE Liability to the extent that such guarantee or obligation relates they relate to SpinCo UE Liabilities, including the removal of any Security Interest on or in any Parent Vornado Asset that may serve as collateral or security for any such SpinCo UE Liability; and (ii) have any member(s) of the SpinCo UE Group removed as guarantor of, indemnitor of or obligor for any Parent Vornado Liability to the extent that such guarantee or obligation relates they relate to Parent Vornado Liabilities, including the removal of any Security Interest on or in any SpinCo UE Asset that may serve as collateral or security for any such Parent Vornado Liability. (b) To the extent required to obtain a release from a guarantee or indemnity of: (i) any member of the Parent Vornado Group, SpinCo shall (UE or shall cause a member one or more members of the SpinCo UE Group to) shall execute a guarantee or indemnity agreement in the form of the existing guarantee or indemnity or such other form as is agreed to by the relevant parties to such guarantee or indemnity agreement, which agreement shall include the removal of any Security Interest on or in any Parent Vornado Asset that may serve as collateral or security for any SpinCo such UE Liability, except to the extent that such existing guarantee or indemnity contains representations, covenants or other terms or provisions either (i) with which UE would be reasonably unable to comply or (ii) which UE would not reasonably be able to avoid breaching; and (ii) any member of the UE Group, Vornado or one or more members of the Vornado Group shall execute a guarantee or indemnity agreement in the form of the existing guarantee or indemnity or such other form as is agreed to by the relevant parties to such guarantee or indemnity agreement, which agreement shall include the removal of any Security Interest on or in any UE Asset that may serve as collateral or security for any such Vornado Liability, except to the extent that such existing guarantee contains representations, covenants or other terms or provisions either (xi) with which SpinCo (or any member of the SpinCo Group) Vornado would be reasonably unable to comply or (yii) which SpinCo (or any member of the SpinCo Group) would not reasonably be able to avoid breaching; and (ii) any member of the SpinCo Group, Parent shall (or shall cause a member of the Parent Group to) execute a guarantee agreement in the form of the existing guarantee or such other form as is agreed to by the relevant parties to such guarantee agreement, which agreement shall include the removal of any Security Interest on or in any SpinCo Asset that may serve as collateral or security for any Parent Liability, except to the extent that such existing guarantee contains representations, covenants or other terms or provisions either (x) with which Parent (or any member of the Parent Group) would be reasonably unable to comply or (y) which Parent (or any member of the Parent Group) Vornado would not reasonably be able to avoid breaching. (c) If Parent Until such time as Vornado or SpinCo is unable to obtainUE has obtained, or to cause has caused to be obtained, any such required removal or release as set forth in clauses (a) and (b) of this Section 2.6, (i) the Party or the relevant member of its Group that has assumed the Liability with respect related to such guarantee shall indemnify, defend and hold harmless the guarantor or obligor against or from any Liability arising from or relating thereto in accordance with the provisions of Article IV and shall, as agent or subcontractor for such guarantor guarantor, indemnitor or obligor, pay, perform and discharge fully all the obligations or other Liabilities of such guarantor guarantor, indemnitor or obligor thereunder; and (ii) each of Parent Vornado and SpinCoUE, on behalf of itself and the other members of their its respective Group, agrees agree not to renew or extend the term of, increase any obligations under, or transfer to a Third Party, any loan, guarantee, lease, contract or other obligation for which the other Party or a member of its Group is or may be liable, liable unless all obligations of such other Party and the members of such other Party’s Group with respect thereto are thereupon terminated by documentation satisfactory in form and substance to such other Party.

Release of Guarantees. In furtherance of, and not in limitation of, the obligations set forth in Section 2.52.6: (a) On or prior to the Division Effective Time or as soon as practicable thereafter, each of Parent AWI and SpinCo AFI shall, at the request of the other Party and with the reasonable cooperation of such other Party and the applicable member(s) of such other Party’s Group, use commercially reasonable efforts to (i) have any member(s) of the Parent AWI Group removed as guarantor of or obligor for any SpinCo AFI Liability to the extent that such guarantee or obligation relates they relate to SpinCo AFI Liabilities, including the removal of any Security Interest on or in any Parent AWI Asset that may serve as collateral or security for any such SpinCo AFI Liability; and (ii) have any member(s) of the SpinCo AFI Group removed as guarantor of or obligor for any Parent AWI Liability to the extent that such guarantee or obligation relates they relate to Parent AWI Liabilities, including the removal of any Security Interest on or in any SpinCo AFI Asset that may serve as collateral or security for any such Parent AWI Liability. (b) To the extent required to obtain a release from a guarantee of: (i) any member of the Parent AWI Group, SpinCo AFI shall (or shall cause a member of the SpinCo Group to) execute a guarantee agreement in the form of the existing guarantee or such other form as is agreed to by the relevant parties to such guarantee agreement, which agreement shall include the removal of any Security Interest on or in any Parent AWI Asset that may serve as collateral or security for any SpinCo such AWI Liability, except to the extent that such existing guarantee contains representations, covenants or other terms or provisions either (xA) with which SpinCo (or any member of the SpinCo Group) AFI would be reasonably unable to comply or (yB) which SpinCo (or any member of the SpinCo Group) AFI would not reasonably be able to avoid breaching; and (ii) any member of the SpinCo AFI Group, Parent AWI shall (or shall cause a member of the Parent Group to) execute a guarantee agreement in the form of the existing guarantee or such other form as is agreed to by the relevant parties to such guarantee agreement, which agreement shall include the removal of any Security Interest on or in any SpinCo AFI Asset that may serve as collateral or security for any Parent such AFI Liability, except to the extent that such existing guarantee contains representations, covenants or other terms or provisions either (xA) with which Parent (or any member of the Parent Group) AWI would be reasonably unable to comply or (yB) which Parent (or any member of the Parent Group) AWI would not reasonably be able to avoid breaching. (c) If Parent AWI or SpinCo AFI is unable to obtain, or to cause to be obtained, any such required removal or release as set forth in clauses subclauses (a) and (b) of this Section 2.62.7, (i) the Party or the relevant member of its such Party’s Group that has assumed the Liability with respect to such guarantee shall indemnify, defend and hold harmless the guarantor or obligor against or from any Liability arising from or relating thereto in accordance with the provisions of Article IV and shall, as agent or subcontractor for such guarantor or obligor, pay, perform and discharge fully all the obligations or other Liabilities of such guarantor or obligor thereunder; and (ii) each of Parent AWI and SpinCoAFI, on behalf of itself and the other members of their respective Group, agrees agree not to renew or extend the term of, increase any obligations under, or transfer to a Third Party, any loan, guarantee, lease, contract or other obligation for which the other Party or a member of its such Party’s Group is or may be liable, liable unless all obligations of such other Party and the members of such other Party’s Group with respect thereto are thereupon terminated by documentation satisfactory in form and substance to such other Party.

Release of Guarantees. In furtherance of, and not in limitation of, the obligations set forth in Section 2.5: (a) New BBX Capital will use its commercially reasonable best efforts to ensure that Parent and/or any applicable member of the Parent Group is released following the Distribution Date as guarantor of or obligor under any loan, guarantee, lease, Contract or other New BBX Capital Liability (each, a “Guarantee”). On or prior to the Effective Time or as soon as practicable thereafterDistribution Date, each of Parent and SpinCo shall, at the request of the other Party and with the reasonable cooperation of such other Party and the applicable member(s) of such other Party’s Group, use commercially reasonable efforts to (i) have any member(s) of the Parent Group removed as guarantor of or obligor for any SpinCo Liability to the extent that such guarantee or obligation relates to SpinCo Liabilities, including the removal of any Security Interest on or in any Parent Asset that may serve as collateral or security for any such SpinCo Liability; and (ii) have any member(s) of the SpinCo Group removed as guarantor of or obligor for any Parent Liability to the extent that such guarantee or obligation relates to Parent Liabilities, including the removal of any Security Interest on or in any SpinCo Asset that may serve as collateral or security for any such Parent Liability. (b) To the extent required to obtain a release from any such Guarantee, and to the extent reasonably practicable, a guarantee of: (i) any member of the Parent Group, SpinCo shall (or shall cause a member of the SpinCo Group to) New BBX Capital Entity will execute a guarantee agreement Contract in the form of the existing guarantee Contract relating to such Guarantee or such other form as is reasonably agreed to by Parent and the relevant parties to such guarantee agreement, which agreement shall include the removal of any Security Interest on or in any Parent Asset that may serve as collateral or security for any SpinCo Liability, except to the extent that Guarantee undertaking such existing guarantee contains representations, covenants or other terms or provisions either (x) with which SpinCo (or any member of the SpinCo Group) would be reasonably unable to comply or (y) which SpinCo (or any member of the SpinCo Group) would not reasonably be able to avoid breaching; and (ii) any member of the SpinCo Group, Parent shall (or shall cause a member of the Parent Group to) execute a guarantee agreement in the form of the existing guarantee or such other form as is agreed to by the relevant parties to such guarantee agreement, which agreement shall include the removal of any Security Interest on or in any SpinCo Asset that may serve as collateral or security for any Parent Liability, except to the extent that such existing guarantee contains representations, covenants or other terms or provisions either (x) with which Parent (or any member of the Parent Group) would be reasonably unable to comply or (y) which Parent (or any member of the Parent Group) would not reasonably be able to avoid breachingobligation(s). (cb) If Parent or SpinCo is the Parties are unable to obtain, or to cause to be obtained, any such required removal or release from a Guarantee as set forth in clauses (a) and (b) of this Section 2.65.11 prior to the Distribution Date, (i) New BBX Capital will, and will cause the Party or other members of the relevant member of its New BBX Capital Group that has assumed the Liability with respect to such guarantee shall indemnify, defend and hold harmless each of the guarantor or obligor against or from Parent Indemnitees for any Liability arising from or relating thereto in accordance with the provisions of Article IV to such Guarantee and shallwill, as agent or subcontractor for such the applicable Parent Group guarantor or obligor, pay, perform and discharge fully all the obligations or other Liabilities of such guarantor or obligor thereunder; , and (ii) each of Parent New BBX Capital will not, and SpinCo, on behalf of itself and will cause the other members of their respective Groupthe New BBX Capital Group not to, agrees not agree to renew or extend the term of, increase any obligations under, or transfer to a Third Partythird Person, any Guarantee (or the associated loan, guarantee, leaseLease, contract Contract or other obligation Liability) for which the other Party or a member of its the Parent Group is or may be liable, liable unless all obligations of such other Party and the members of such other Party’s the Parent Group with respect thereto are thereupon terminated by documentation reasonably satisfactory in form and substance to such other Party.Parent. 

Release of Guarantees. In furtherance of, and not in limitation of, the obligations set forth in Section 2.5: (a) On or prior to the Effective Time or as soon as practicable thereafter, each of Parent and SpinCo UpstreamCo shall, at the request of the other Party and with the reasonable cooperation of such other Party and the applicable member(s) of such other Party’s Group, use commercially reasonable efforts to (i) have any member(s) of the Parent Group removed as guarantor of or obligor for any SpinCo UpstreamCo Liability to the extent that such guarantee or obligation it relates to SpinCo UpstreamCo Liabilities, including the removal of any Security Interest on or in any Parent Asset that may serve as collateral or security for any such SpinCo UpstreamCo Liability; and (ii) have any member(s) of the SpinCo UpstreamCo Group removed as guarantor of or obligor for any Parent Liability to the extent that such guarantee or obligation it relates to Parent Liabilities, including the removal of any Security Interest on or in any SpinCo UpstreamCo Asset that may serve as collateral or security for any such Parent Liability. (b) To the extent required to obtain a release from a guarantee of: (i) any member of the Parent Group, SpinCo UpstreamCo shall execute a guarantee agreement in the form of the existing guarantee or such other form as is agreed to by the relevant parties to such guarantee agreement, which such agreement shall include the removal of any Security Interest on or in any Parent Asset that may serve as collateral or security for any such Parent Liability, except to the extent that such existing guarantee contains representations, covenants or other terms or provisions either (A) with which UpstreamCo would be reasonably unable to comply or shall cause a (B) which UpstreamCo would not reasonably be able to avoid breaching; and (ii) any member of the SpinCo Group to) UpstreamCo Group, Parent shall execute a guarantee agreement in the form of the existing guarantee or such other form as is agreed to by the relevant parties to such guarantee agreement, which agreement shall include the removal of any Security Interest on or in any Parent UpstreamCo Asset that may serve as collateral or security for any SpinCo such UpstreamCo Liability, except to the extent that such existing guarantee contains representations, covenants or other terms or provisions either (xA) with which SpinCo (or any member of the SpinCo Group) Parent would be reasonably unable to comply or (y) which SpinCo (or any member of the SpinCo Group) would not reasonably be able to avoid breaching; and (ii) any member of the SpinCo Group, Parent shall (or shall cause a member of the Parent Group to) execute a guarantee agreement in the form of the existing guarantee or such other form as is agreed to by the relevant parties to such guarantee agreement, which agreement shall include the removal of any Security Interest on or in any SpinCo Asset that may serve as collateral or security for any Parent Liability, except to the extent that such existing guarantee contains representations, covenants or other terms or provisions either (x) with which Parent (or any member of the Parent Group) would be reasonably unable to comply or (yB) which Parent (or any member of the Parent Group) would not reasonably be able to avoid breaching. (c) If Parent or SpinCo UpstreamCo is unable to obtain, or to cause to be obtained, any such required removal or release as set forth referred to in clauses (aSection 2.6(a) and or (b) (including, for the avoidance of this Section 2.6, (i) the Party or the relevant member of its Group that has assumed the Liability with respect to such guarantee shall indemnify, defend and hold harmless the guarantor or obligor against or from any Liability arising from or relating thereto in accordance with the provisions of Article IV and shall, as agent or subcontractor for such guarantor or obligor, pay, perform and discharge fully all the obligations or other Liabilities of such guarantor or obligor thereunder; and (ii) each of Parent and SpinCo, on behalf of itself and the other members of their respective Group, agrees not to renew or extend the term of, increase any obligations under, or transfer to a Third Partydoubt, any loan, guarantee, lease, contract removal or other obligation for which release of the other Party or a member of its Group is or may be liable, unless all obligations of such other Party and the members of such other Party’s Group with respect thereto are thereupon terminated by documentation satisfactory in form and substance to such other Party.guarantees set forth on Schedule

Release of Guarantees. In furtherance of, and not in limitation of, the obligations set forth in Section 2.5: (a) On or prior to the Effective Time or as soon as practicable thereafter, each of Parent and SpinCo shall, at the request of the other Party and with the reasonable cooperation of such other Party and the applicable member(s) of such other Party’s Group, use commercially reasonable efforts to (i) have any member(s) of the Parent Group removed as guarantor of or obligor for any SpinCo Liability to the extent that such guarantee or obligation relates to SpinCo Liabilities, including with respect to the contracts or arrangements set forth on Schedule 2.6(a)(i), including the removal of any Security Interest on or in any Parent Asset that may serve as collateral or security for any such SpinCo Liability; and (ii) have any member(s) of the SpinCo Group removed as guarantor of or obligor for any Parent Liability to the extent that such guarantee or obligation relates to Parent Liabilities, including with respect to contracts or arrangements set forth on Schedule 2.6(a)(ii), including the removal of any Security Interest on or in any SpinCo Asset that may serve as collateral or security for any such Parent Liability. (b) To Unless otherwise mutually agreed by the Parties, to the extent required to obtain a release from a guarantee of: (i) any member of the Parent Group, SpinCo shall (or shall cause a member of the SpinCo Group to) execute a guarantee agreement in the form of the existing guarantee or such other form as is agreed to by the relevant parties to such guarantee agreement, which agreement shall include the removal of any Security Interest on or in any Parent Asset that may serve as collateral or security for any SpinCo Liability, except to the extent that such existing guarantee contains representations, covenants or other terms or provisions either (x) with which SpinCo (or any member of the SpinCo Group) would be reasonably unable to comply or (y) which SpinCo (or any member of the SpinCo Group) would not reasonably be able to avoid breaching; and (ii) any member of the SpinCo Group, Parent shall (or shall cause a member of the Parent Group to) execute a guarantee agreement in the form of the existing guarantee or such other form as is agreed to by the relevant parties to such guarantee agreement, which agreement shall include the removal of any Security Interest on or in any SpinCo Asset that may serve as collateral or security for any Parent Liability, except to the extent that such existing guarantee contains representations, covenants or other terms or provisions either (x) with which Parent (or any member of the Parent Group) would be reasonably unable to comply or (y) which Parent (or any member of the Parent Group) would not reasonably be able to avoid breaching. (c) If Parent or SpinCo is unable to obtain, or to cause to be obtained, any such required removal or release as set forth in clauses (a) and (b) of this Section 2.6, (i) the Party or the relevant member of its Group that has assumed the Liability with respect to such guarantee shall indemnify, defend and hold harmless the guarantor or obligor against or from any Liability arising from or relating thereto in accordance with the provisions of Article IV and shall, as agent or subcontractor for such guarantor or obligor, pay, perform and discharge fully all the obligations or other Liabilities of such guarantor or obligor thereunder; and (ii) each of Parent and SpinCo, on behalf of itself and the other members of their respective GroupGroups, agrees agree not to renew or extend the term of, increase any obligations under, or transfer to a Third Party, any loan, guarantee, lease, contract or other obligation for which the other Party or a member of its Group is or may be liable, unless all obligations of such other Party and the members of such other Party’s Group with respect thereto are thereupon terminated by documentation satisfactory in form and substance to such other Party.

Release of Guarantees. In furtherance of, and not in limitation of, the obligations set forth in Section 2.52.6: (a) On At or prior to the Effective Time Distribution Date or as soon as practicable thereafter, each of Parent and SpinCo shall, at the request of the other Party and with the reasonable cooperation of such other Party and the applicable member(s) of such other Party’s Group, use commercially reasonable efforts to (i) have any member(s) of the Parent Group removed as guarantor of or obligor for any SpinCo Liability to the extent that such guarantee or obligation relates to SpinCo LiabilitiesLiability, including the removal of any Security Interest on or in any Parent Asset that may serve as collateral or security for any such SpinCo Liability; and (ii) have any member(s) of the SpinCo Group removed as guarantor of or obligor for any Parent Liability to the extent that such guarantee or obligation relates to Parent LiabilitiesLiability, including the removal of any Security Interest on or in any SpinCo Asset that may serve as collateral or security for any such Parent Liability. (b) To the extent required to obtain a release from a guarantee of: (i) any member of the Parent Group, SpinCo shall (or shall cause a member of the SpinCo Group to) execute a guarantee agreement in the form of the existing guarantee or such other form as is agreed to by the relevant parties to such guarantee agreement, which agreement shall include the removal of any Security Interest on or in any Parent Asset that may serve as collateral or security for any such SpinCo Liability, except to the extent that such existing guarantee contains representations, covenants or other terms or provisions either (x) with which SpinCo (or any member of the SpinCo Group) would be reasonably unable to comply or (y) with which SpinCo (or any member of the SpinCo Group) would not reasonably be able to avoid breaching; and (ii) any member of the SpinCo Group, Parent shall (or shall cause a member of the Parent Group to) execute a guarantee agreement in the form of the existing guarantee or such other form as is agreed to by the relevant parties to such guarantee agreement, which agreement shall include the removal of any Security Interest on or in any SpinCo Asset that may serve as collateral or security for any such Parent Liability, except to the extent that such existing guarantee contains representations, covenants or other terms or provisions either (x) with which Parent (or any member of the Parent Group) would be reasonably unable to comply or (y) with which Parent (or any member of the Parent Group) would not reasonably be able to avoid breaching. (c) If Parent or SpinCo is unable to obtain, or to cause to be obtained, any such required removal or release release, or is expressly not required to do so, in each case as set forth in clauses (a) and (b) of this Section 2.62.7, (i) the Party or the relevant member of its Group that has assumed is responsible pursuant to this Agreement for the Liability associated with respect to such guarantee shall indemnify, defend and hold harmless the guarantor or obligor obligor, as applicable, against or from any Liability arising from or relating thereto in accordance with the provisions of Article IV V and shall, as agent or subcontractor for such guarantor or obligor, pay, perform and discharge fully all the obligations or other Liabilities of such guarantor or obligor thereunder; and (ii) each of Parent and SpinCo, on behalf of itself and the other members of their respective Group, agrees agree not to renew or extend the term of, increase any obligations under, or transfer to a Third Party, any loan, guarantee, lease, contract or other obligation for which the other Party or a member of its Group is or may be liable, liable unless all obligations of such other Party and the members of such other Party’s Group with respect thereto are thereupon terminated by documentation satisfactory in form and substance to such other Party.

Release of Guarantees. In furtherance of, and not in limitation of, the obligations set forth in Section 2.52.6: (a) On At or prior to the Effective Time Separation Date or as soon as practicable thereafter, each of Parent and SpinCo BIG Token shall, at the request of the other Party and with the reasonable cooperation of such other Party and the applicable member(s) of such other Party’s Group, use commercially reasonable efforts to (i) have any member(s) of the Parent Group removed as guarantor of or obligor for any SpinCo BIG Token Liability, other than any BIG Token Liability to the extent that such guarantee or obligation relates to SpinCo Liabilitiesset forth on Schedule 2.7, including the removal of any Security Interest on or in any Parent Asset that may serve as collateral or security for any such SpinCo BIG Token Liability; and (ii) have any member(s) of the SpinCo BIG Token Group removed as guarantor of or obligor for any Parent Liability to the extent that such guarantee or obligation relates to Parent LiabilitiesLiability, including the removal of any Security Interest on or in any SpinCo BIG Token Asset that may serve as collateral or security for any such Parent Liability. (b) To the extent required to obtain a release from a guarantee of: (i) any member of the Parent Group, SpinCo BIG Token shall (or shall cause a member of the SpinCo Group to) execute a guarantee agreement in the form of the existing guarantee or such other form as is agreed to by the relevant parties to such guarantee agreement, which agreement shall include the removal of any Security Interest on or in any Parent Asset that may serve as collateral or security for any SpinCo such BIG Token Liability, except to the extent that such existing guarantee contains representations, covenants or other terms or provisions either (xi) with which SpinCo (or any member of the SpinCo Group) BIG Token would be reasonably unable to comply or (y) which SpinCo (or any member of the SpinCo Group) BIG Token would not reasonably be able to avoid breaching; and (ii) any member of the SpinCo BIG Token Group, Parent shall (or shall cause a member of the Parent Group to) execute a guarantee agreement in the form of the existing guarantee or such other form as is agreed to by the relevant parties to such guarantee agreement, which agreement shall include the removal of any Security Interest on or in any SpinCo BIG Token Asset that may serve as collateral or security for any such Parent Liability, except to the extent that such existing guarantee contains representations, covenants or other terms or provisions either (xi) with which Parent (or any member of the Parent Group) would be reasonably unable to comply or (yii) which Parent (or any member of the Parent Group) would not reasonably be able to avoid breaching. (c) If Parent or SpinCo BIG Token is unable to obtain, or od to cause to be obtained, any such required removal or release release, or is expressly not required to do so, in each case as set forth in clauses (a) and (b) of this Section 2.62.7, (i) the Party or the relevant member of its Group that has assumed is responsible pursuant to this Agreement for the Liability associated with respect to such guarantee shall indemnify, defend and hold harmless the guarantor or obligor obligor, as applicable, against or from any Liability arising from or relating thereto in accordance with the provisions of Article IV V and shall, as agent or subcontractor for such guarantor or obligor, pay, perform and discharge fully all the obligations or other Liabilities of such guarantor or obligor thereunder; and (ii) each of Parent and SpinCoBIG Token, on behalf of itself and the other members of their respective Group, agrees agree not to renew or extend the term of, increase any obligations under, or transfer to a Third Party, any loan, guarantee, lease, contract or other obligation for which the other Party or a member of its Group is or may be liable, liable unless all obligations of such other Party and the members of such other Party’s Group with respect thereto are thereupon terminated by documentation satisfactory in form and substance to such other Party.

Release of Guarantees. In furtherance of, and not in limitation of, the obligations set forth in Section 2.5: (a) On or prior to the Effective Time or as soon as practicable thereafter, each of Parent CIT and SpinCo C2 shall, at the request of the other Party and with the reasonable cooperation of such other Party and the applicable member(s) of such other Party’s Group, use commercially reasonable efforts to (i) have any member(s) of the Parent CIT Group removed as guarantor of or obligor for any SpinCo C2 Liability to the extent that such guarantee or obligation relates they relate to SpinCo C2 Liabilities, including the removal of any Security Interest on or in any Parent CIT Asset that may serve as collateral or security for any such SpinCo C2 Liability; and (ii) have any member(s) of the SpinCo C2 Group removed as guarantor of or obligor for any Parent CIT Liability to the extent that such guarantee or obligation relates they relate to Parent CIT Liabilities, including the removal of any Security Interest on or in any SpinCo C2 Asset that may serve as collateral or security for any such Parent CIT Liability. (b) To the extent required to obtain a release from a guarantee of: (i) any member of the Parent CIT Group, SpinCo C2 shall (or shall cause a member of the SpinCo Group to) execute a guarantee agreement in the form of the existing guarantee or such other form as is agreed to by the relevant parties to such guarantee agreement, which agreement shall include the removal of any Security Interest on or in any Parent CIT Asset that may serve as collateral or security for any SpinCo such C2 Liability, except to the extent that such existing guarantee contains representations, covenants or other terms or provisions either (xA) with which SpinCo (or any member of the SpinCo Group) C2 would be reasonably unable to comply or (yB) which SpinCo (or any member of the SpinCo Group) C2 would not reasonably be able to avoid breaching; and (ii) any member of the SpinCo C2 Group, Parent CIT shall (or shall cause a member of the Parent Group to) execute a guarantee agreement in the form of the existing guarantee or such other form as is agreed to by the relevant parties to such guarantee agreement, which agreement shall include the removal of any Security Interest on or in any SpinCo C2 Asset that may serve as collateral or security for any Parent such CIT Liability, except to the extent that such existing guarantee contains representations, covenants or other terms or provisions either (xA) with which Parent (or any member of the Parent Group) CIT would be reasonably unable to comply or (yB) which Parent (or any member of the Parent Group) CIT would not reasonably be able to avoid breaching. (c) If Parent CIT or SpinCo C2 is unable to obtain, or to cause to be obtained, any such required removal or release as set forth in clauses (a) and (b) of this Section 2.6, (i) the Party or the relevant member of its Group that has assumed the Liability with respect to such guarantee shall indemnify, defend and hold harmless the guarantor or obligor against or from any Liability arising from or relating thereto in accordance with the provisions of Article IV and shall, as agent or subcontractor for such guarantor or obligor, pay, perform and discharge fully all the obligations or other Liabilities of such guarantor or obligor thereunder; and (ii) each of Parent CIT and SpinCoC2, on behalf of itself and the other members of their respective Group, agrees agree not to renew or extend the term of, increase any obligations under, or transfer to a Third Party, any loan, guarantee, lease, contract or other obligation for which the other Party or a member of its Group is or may be liable, liable unless all obligations of such other Party and the members of such other Party’s Group with respect thereto are thereupon terminated by documentation satisfactory in form and substance to such other Party.

Release of Guarantees. In furtherance of, and not in limitation of, the obligations set forth in Section 2.5: (a) On or prior to the Effective Time or as soon as practicable thereafter, each of Parent and SpinCo Sysorex shall, at the request of the other Party and with the reasonable cooperation of such other Party and the applicable member(s) of such other Party’s Group, use commercially reasonable efforts to (i) have any member(s) of the Parent Group removed as guarantor of or obligor for any SpinCo Sysorex Liability, other than any Sysorex Liability to the extent that such guarantee or obligation relates to SpinCo Liabilitiesset forth on Schedule 2.6(a), including the removal of any Security Interest on or in any Parent Asset that may serve as collateral or security for any such SpinCo Sysorex Liability; and (ii) have any member(s) of the SpinCo Sysorex Group removed as guarantor of or obligor for any Parent Liability to the extent that such guarantee or obligation relates to Parent LiabilitiesLiability, including the removal of any Security Interest on or in any SpinCo Sysorex Asset that may serve as collateral or security for any such Parent Liability. (b) To the extent required to obtain a release from a guarantee of: (i) any member of the Parent Group, SpinCo Sysorex shall (or shall cause a member of the SpinCo Group to) execute a guarantee agreement in the form of the existing guarantee or such other form as is agreed to by the relevant parties to such guarantee agreement, which agreement shall include the removal of any Security Interest on or in any Parent Asset that may serve as collateral or security for any SpinCo such Sysorex Liability, except to the extent that such existing guarantee contains representations, covenants or other terms or provisions either (xi) with which SpinCo (or any member of the SpinCo Group) Sysorex would be reasonably unable to comply or (yii) which SpinCo (or any member of the SpinCo Group) Sysorex would not reasonably be able to avoid breaching; and (ii) any member of the SpinCo Sysorex Group, Parent shall (or shall cause a member of the Parent Group to) execute a guarantee agreement in the form of the existing guarantee or such other form as is agreed to by the relevant parties to such guarantee agreement, which agreement shall include the removal of any Security Interest on or in any SpinCo Sysorex Asset that may serve as collateral or security for any such Parent Liability, except to the extent that such existing guarantee contains representations, covenants or other terms or provisions either (xi) with which Parent (or any member of the Parent Group) would be reasonably unable to comply or (yii) which Parent (or any member of the Parent Group) would not reasonably be able to avoid breaching. (c) If Parent or SpinCo Sysorex is unable to obtain, or to cause to be obtained, any such required removal or release release, or is expressly not required to do so, in each case as set forth in clauses (a) and (b) of this Section 2.6, (i) the Party or the relevant member of its Group that has assumed is responsible pursuant to this Agreement for the Liability associated with respect to such guarantee shall indemnify, defend and hold harmless the guarantor or obligor obligor, as applicable, against or from any Liability arising from or relating thereto in accordance with the provisions of Article IV and shall, as agent or subcontractor for such guarantor or obligor, pay, perform and discharge fully all the obligations or other Liabilities of such guarantor or obligor thereunder; and (ii) each of Parent and SpinCoSysorex, on behalf of itself and the other members of their respective Group, agrees agree not to renew or extend the term of, increase any obligations under, or transfer to a Third Party, any loan, guarantee, lease, contract or other obligation for which the other Party or a member of its Group is or may be liable, liable unless all obligations of such other Party and the members of such other Party’s Group with respect thereto are thereupon terminated by documentation satisfactory in form and substance to such other Party.

Release of Guarantees. In furtherance of, and not in limitation of, the obligations set forth in Section 2.5: (a) On or prior to the Effective Time or as soon as practicable thereafter, each of Parent Supervalu and SpinCo Save-A-Lot shall, at the request of the other Party and with the reasonable cooperation of such other Party and the applicable member(s) of such other Party’s Group, use commercially reasonable efforts to (i) have any member(s) of the Parent Supervalu Group removed as guarantor of or obligor for any SpinCo Save-A-Lot Liability to the extent that such guarantee or obligation relates they relate to SpinCo Save-A-Lot Liabilities, including the removal of any Security Interest on or in any Parent Supervalu Asset that may serve as collateral or security for any such SpinCo Save-A-Lot Liability; and (ii) have any member(s) of the SpinCo Save-A-Lot Group removed as guarantor of or obligor for any Parent Supervalu Liability to the extent that such guarantee or obligation relates they relate to Parent Supervalu Liabilities, including the removal of any Security Interest on or in any SpinCo Save-A-Lot Asset that may serve as collateral or security for any such Parent Supervalu Liability. (b) To the extent required to obtain a release from a guarantee ofreleasing: (i) any member of the Parent Supervalu Group, SpinCo Save-A-Lot shall (or shall cause a member of the SpinCo Group to) execute a guarantee agreement in the form of the existing guarantee or such other form as is agreed to by the relevant parties to such guarantee agreement, which agreement shall include the removal of any Security Interest on or in any Parent Supervalu Asset that may serve as collateral or security for any SpinCo such Save-A-Lot Liability, except to the extent that such existing guarantee contains representations, covenants or other terms or provisions either (xi) with which SpinCo (or any member of the SpinCo Group) Save-A-Lot would be reasonably unable to comply or (yii) which SpinCo (or any member of the SpinCo Group) Save-A-Lot would not reasonably be able to avoid breaching; and (ii) any member of the SpinCo Save-A-Lot Group, Parent Supervalu shall (or shall cause a member of the Parent Group to) execute a guarantee agreement in the form of the existing guarantee or such other form as is agreed to by the relevant parties to such guarantee agreement, which agreement shall include the removal of any Security Interest on or in any SpinCo Save-A-Lot Asset that may serve as collateral or security for any Parent such Supervalu Liability, except to the extent that such existing guarantee contains representations, covenants or other terms or provisions either (xi) with which Parent (or any member of the Parent Group) Supervalu would be reasonably unable to comply or (yii) which Parent (or any member of the Parent Group) Supervalu would not reasonably be able to avoid breaching. (c) If Parent Supervalu or SpinCo Save-A-Lot is unable to obtain, or to cause to be obtained, any such required removal or release as set forth in clauses (a) and (b) of this Section 2.6, (i) the Party or and the relevant member of its Group that has assumed the Liability with respect to such guarantee shall indemnify, defend and hold harmless the guarantor or obligor against or from any Liability arising from or relating thereto in accordance with the provisions of Article IV and shall, as agent or subcontractor for such guarantor or obligor, pay, perform and discharge fully all the obligations or other Liabilities of such guarantor or obligor thereunder; and (ii) each of Parent Supervalu and SpinCoSave-A-Lot, on behalf of itself and the other members of their respective Group, agrees without the prior written consent of the other (not to be unreasonably withheld, conditioned or delayed) agree not to renew or extend the term of, increase any obligations under, or transfer to a Third Party, any loan, guarantee, lease, contract Contract or other obligation for which the other Party or a member of its Group is or may be liable, liable unless all obligations of such other Party and the members of such other Party’s Group with respect thereto are thereupon terminated by documentation reasonably satisfactory in form and substance to such other Party.

Release of Guarantees. In furtherance of, and not in limitation of, the obligations set forth in Section 2.5: (a) On or prior to the Effective Time or as soon as practicable thereafterTime, each of Parent SYNNEX and SpinCo Concentrix shall, at the request of the other Party and with the reasonable cooperation of such the other Party and the applicable member(s) of such other Party’s Group, use commercially its reasonable best efforts to (i) have any member(s) of the Parent SYNNEX Group removed as guarantor of or obligor for any SpinCo Concentrix Liability to the extent that such guarantee or obligation relates they relate to SpinCo Concentrix Liabilities, including the removal of any Security Interest on or in any Parent SYNNEX Asset that may serve as collateral or security for any such SpinCo Concentrix Liability; and (ii) have any member(s) of the SpinCo Concentrix Group removed as guarantor of or obligor for any Parent SYNNEX Liability to the extent that such guarantee or obligation relates they relate to Parent SYNNEX Liabilities, including the removal of any Security Interest on or in any SpinCo Concentrix Asset that may serve as collateral or security for any such Parent SYNNEX Liability. (b) To the extent required to obtain a release from a guarantee of: (i) any member of the Parent SYNNEX Group, SpinCo Concentrix shall (or shall cause a member of the SpinCo Group to) execute a guarantee agreement in the form of the existing guarantee or such other form as is agreed to by the relevant parties to such guarantee agreement, which agreement shall include the removal of any Security Interest on or in any Parent SYNNEX Asset that may serve as collateral or security for any SpinCo such SYNNEX Liability, except to the extent that such existing guarantee contains representations, covenants or other terms or provisions either (xA) with which SpinCo (or any member of the SpinCo Group) Concentrix would be reasonably unable to comply or (yB) which SpinCo (or any member of the SpinCo Group) Concentrix would not reasonably be able to avoid breaching; and (ii) any member of the SpinCo Concentrix Group, Parent SYNNEX shall (or shall cause a member of the Parent Group to) execute a guarantee agreement in the form of the existing guarantee or such other form as is agreed to by the relevant parties to such guarantee agreement, which agreement shall include the removal of any Security Interest on or in any SpinCo Concentrix Asset that may serve as collateral or security for any Parent such Concentrix Liability, except to the extent that such existing guarantee contains representations, covenants or other terms or provisions either (xA) with which Parent (or any member of the Parent Group) SYNNEX would be reasonably unable to comply or (yB) which Parent (or any member of the Parent Group) SYNNEX would not reasonably be able to avoid breaching. (c) If Parent SYNNEX or SpinCo Concentrix is unable to obtain, or to cause to be obtained, any such required removal or release as set forth in clauses (a) and (b) of this Section 2.6, (i) the Party or the relevant member of its Group that has assumed the Liability with respect to such guarantee shall indemnify, defend and hold harmless the guarantor or obligor against or from any Liability arising from or relating thereto in accordance with the provisions of Article IV and shall, as agent or subcontractor for such guarantor or obligor, pay, perform and discharge fully all the obligations or other Liabilities of such guarantor or obligor thereunder; and (ii) each of Parent SYNNEX and SpinCoConcentrix, on behalf of itself and the other members of their respective its Group, agrees agree not to renew or extend the term of, increase any obligations under, or transfer to a Third Party, any loan, guarantee, lease, contract or other obligation for which the other Party or a member of its Group is or may be liable, liable unless all obligations of such other Party and the members of such other Party’s Group with respect thereto are thereupon terminated by documentation satisfactory in form and substance to such other Party.

Release of Guarantees. In furtherance of, and not in limitation of, the obligations set forth in Section 2.52.4: (a) On or prior to the Effective Time or as soon as practicable thereafter, each Each of Parent Realty Income and SpinCo Orion shall, at the request of the other Party and with the reasonable cooperation of such other Party and the applicable member(s) of such other Party’s Group, use commercially reasonable efforts to to, as soon as reasonably practicable following the applicable Separation Transactions, (i) have any member(s) of the Parent Realty Income Group removed as guarantor of, indemnitor of or obligor for any SpinCo Liability to the extent that such guarantee or obligation relates to SpinCo LiabilitiesAssumed Liability, including the removal termination and release of any Security Interest on or in any Parent Excluded Asset that may serve as collateral or security for any such SpinCo Assumed Liability; and (ii) have any member(s) of the SpinCo Orion Group removed as guarantor of, indemnitor of or obligor for any Parent Liability to the extent that such guarantee or obligation relates to Parent LiabilitiesExcluded Liability, including the removal termination and release of any Security Interest on or in any SpinCo Transferred Asset that may serve as collateral or security for any such Parent Excluded Liability. (b) To If and to the extent required to obtain a release from a guarantee ofrequired: (i) to obtain a release of any member of the Parent GroupRealty Income Group from a guarantee or indemnity for any Assumed Liability, SpinCo shall (Orion or shall cause a member one or more members of the SpinCo Orion Group to) shall execute a guarantee or indemnity agreement in substantially the form of the existing guarantee or indemnity or such other form as is reasonably agreed to by the relevant parties to such guarantee or indemnity agreement, which agreement shall include the removal termination and release of any Security Interest on or in any Parent Excluded Asset that may serve as collateral or security for any SpinCo such Assumed Liability; provided, except that, no such new guarantee or indemnity shall be required to the extent that such the corresponding existing guarantee or indemnity contains representations, covenants or other terms or provisions either (xi) with which SpinCo (Orion or any member of the SpinCo Group) Orion Group would be reasonably unable to comply or (yii) which SpinCo (Orion or any member of the SpinCo Group) Orion Group would not reasonably be able to avoid breaching; and; (ii) to obtain a release of any member of the SpinCo Group, Parent shall (Orion Group from a guarantee or shall cause a indemnity for any Excluded Liability any member of the Parent Orion Group, Realty Income or one or more members of the Realty Income Group to) shall execute a guarantee or indemnity agreement in substantially the form of the existing guarantee or indemnity or such other form as is reasonably agreed to by the relevant parties to such guarantee or indemnity agreement, which agreement shall include the removal termination and release of any Security Interest on or in any SpinCo Transferred Asset that may serve as collateral or security for any Parent such Excluded Liability; provided, except that, no such new guarantee or indemnity shall be required to the extent that such the corresponding existing guarantee or indemnity contains representations, covenants or other terms or provisions either (xi) with which Parent (Realty Income or any member of the Parent Group) Realty Income Group would be reasonably unable to comply or (yii) which Parent (Realty Income or any member of the Parent Group) Realty Income Group would not reasonably be able to avoid breaching. (c) If Parent Until such time as Realty Income or SpinCo is unable to obtainOrion has obtained, or to cause has caused to be obtained, any such required removal or release as set forth in clauses (a) and (b) of this Section 2.6, (i) the Party or the relevant member of its Group that has assumed the Liability with respect related to such guarantee shall indemnify, defend and hold harmless the guarantor or obligor against or from any Liability (in respect of a mortgage or otherwise) arising from or relating thereto in accordance with the provisions of Article IV and shall, as agent or subcontractor for such guarantor guarantor, indemnitor or obligor, pay, perform and discharge fully all the obligations or other Liabilities (in respect of mortgages or otherwise) of such guarantor guarantor, indemnitor or obligor thereunder; and (ii) each of Parent Realty Income and SpinCoOrion, on behalf of itself and the other members of their respective Group, agrees agree not to renew or extend the term of, increase any obligations under, decrease any rights under or transfer to a Third Party, any loan, guarantee, lease, contract or other obligation for which the other Party or a member of its Group is or may be liable, liable unless all obligations of such other Party and the members of such other Party’s Group with respect thereto are thereupon have theretofore terminated by documentation satisfactory in form and substance to such other Party.

Release of Guarantees. In furtherance of, and not in limitation of, the obligations set forth in Section 2.5: (a) On or prior to the Mandatory Exchange Effective Time or as soon as practicable thereafter, each of Parent IAC and SpinCo shall, at the request of the other Party and with the reasonable cooperation of such other Party and the applicable member(s) of such other Party’s Group, use commercially reasonable efforts to (i) have any member(s) of the Parent IAC Group removed as guarantor of or obligor for any SpinCo Liability to the extent that such guarantee or obligation relates they relate to SpinCo Liabilities, including the removal of any Security Interest on or in any Parent IAC Asset that may serve as collateral or security for any such SpinCo Liability; and (ii) have any member(s) of the SpinCo Group removed as guarantor of or obligor for any Parent IAC Liability to the extent that such guarantee or obligation relates they relate to Parent IAC Liabilities, including the removal of any Security Interest on or in any SpinCo Asset that may serve as collateral or security for any such Parent IAC Liability. (b) To the extent required to obtain a release from a guarantee of: (i) any member of the Parent IAC Group, SpinCo shall (or shall cause a member of the SpinCo Group to) execute a guarantee agreement in the form of the existing guarantee or such other form as is agreed to by the relevant parties to such guarantee agreement, which agreement shall include the removal of any Security Interest on or in any Parent IAC Asset that may serve as collateral or security for any such SpinCo Liability, except to the extent that such existing guarantee contains representations, covenants or other terms or provisions either (xi) with which SpinCo (or any member of the SpinCo Group) would be reasonably unable to comply or (yii) which SpinCo (or any member of the SpinCo Group) would not reasonably be able to avoid breaching; and (ii) any member of the SpinCo Group, Parent IAC shall (or shall cause a member of the Parent Group to) execute a guarantee agreement in the form of the existing guarantee or such other form as is agreed to by the relevant parties to such guarantee agreement, which agreement shall include the removal of any Security Interest on or in any SpinCo Asset that may serve as collateral or security for any Parent such IAC Liability, except to the extent that such existing guarantee contains representations, covenants or other terms or provisions either (xi) with which Parent (or any member of the Parent Group) IAC would be reasonably unable to comply or (yii) which Parent (or any member of the Parent Group) IAC would not reasonably be able to avoid breaching. (c) If Parent IAC or SpinCo is unable to obtain, or to cause to be obtained, any such required removal or release as set forth in clauses (a) and (b) of this Section 2.6, (i) the Party or the relevant member of its Group that has assumed the Liability with respect to that such guarantee relates to shall indemnify, defend and hold harmless the guarantor or obligor obligor, as applicable, against or from any Liability arising from or relating thereto in accordance with the provisions of Article IV and shall, as agent or subcontractor for such guarantor or obligor, pay, perform and discharge fully all the obligations or other Liabilities of such guarantor or obligor thereunder; and (ii) each of Parent IAC and SpinCo, on behalf of itself and the other members of their respective Group, agrees agree not to renew or extend the term of, increase any obligations under, or transfer to a Third Party, any loan, guarantee, lease, contract or other obligation for which the other Party or a member of its Group is or may be liable, liable unless all obligations of such other Party and the members of such other Party’s Group with respect thereto are thereupon terminated by documentation satisfactory in form and substance to such other Party.

Release of Guarantees. In furtherance of, and not in limitation of, the obligations set forth in Section 2.5‎2.5: (a) On or prior to the Effective Time or as soon as reasonably practicable thereafterthereafter and on a continuing periodic basis no less frequently than annually, each of Parent OSG and SpinCo INSW shall, at the request of the other Party and with the reasonable cooperation of such other Party and the applicable member(s) of such other Party’s Group, use commercially reasonable efforts to (i) have any member(s) of the Parent OSG Group removed as guarantor of or obligor for any SpinCo INSW Liability (including the INSW Credit Agreement Guarantee and the UK Pension) and the Continuing OSG Guarantees to the extent that such guarantee or obligation relates they relate to SpinCo INSW Liabilities, including the removal of any Security Interest on or in any Parent OSG Asset that may serve as collateral or security for any such SpinCo Liability; and (ii) have any member(s) of the SpinCo Group removed as guarantor of or obligor for any Parent Liability to the extent that such guarantee or obligation relates to Parent Liabilities, including the removal of any Security Interest on or in any SpinCo Asset that may serve as collateral or security for any such Parent INSW Liability. (b) To the extent required to obtain a release from a guarantee of: (i) any member of the Parent OSG Group, SpinCo INSW shall (or shall cause a member of the SpinCo Group to) execute a guarantee agreement in the form of the existing guarantee or such other form as is reasonably agreed to by the relevant parties to such guarantee agreement, which agreement shall include the removal of any Security Interest on or in any Parent OSG Asset that may serve as collateral or security for any SpinCo such OSG Liability, except to the extent that such existing guarantee contains representations, covenants or other terms or provisions either (xA) with which SpinCo (or any member of the SpinCo Group) INSW would be reasonably unable to comply or (yB) which SpinCo (or any member of the SpinCo Group) INSW would not reasonably be able to avoid breaching; and (ii) any member of the SpinCo INSW Group, Parent OSG shall (or shall cause a member of the Parent Group to) execute a guarantee agreement in the form of the existing guarantee or such other form as is reasonably agreed to by the relevant parties to such guarantee agreement, which agreement shall include the removal of any Security Interest on or in any SpinCo INSW Asset that may serve as collateral or security for any Parent such INSW Liability, except to the extent that such existing guarantee contains representations, covenants or other terms or provisions either (xA) with which Parent (or any member of the Parent Group) OSG would be reasonably unable to comply or (yB) which Parent (or any member of the Parent Group) OSG would not reasonably be able to avoid breaching. (c) If Parent or SpinCo is unable to obtain, or to cause to be obtained, any such required removal or release as set forth in clauses (a) and (b) of this Section 2.6, (i) the Party or the relevant member of its Group that has assumed the Liability with respect to such guarantee shall indemnify, defend and hold harmless the guarantor or obligor against or from any Liability arising from or relating thereto in accordance with the provisions of Article IV and shall, as agent or subcontractor for such guarantor or obligor, pay, perform and discharge fully all the obligations or other Liabilities of such guarantor or obligor thereunder; and (ii) each of Parent and SpinCo, on behalf of itself and the other members of their respective Group, agrees not to renew or extend the term of, increase any obligations under, or transfer to a Third Party, any loan, guarantee, lease, contract or other obligation for which the other Party or a member of its Group is or may be liable, unless all obligations of such other Party and the members of such other Party’s Group with respect thereto are thereupon terminated by documentation satisfactory in form and substance to such other Party.;

Release of Guarantees. In furtherance of, and not in limitation of, the obligations set forth in Section 2.5: (a) On or prior to the Effective Time or as soon as practicable thereafter, each of Parent and SpinCo UpstreamCo shall, at the request of the other Party and with the reasonable cooperation of such other Party and the applicable member(s) of such other Party’s Group, use commercially reasonable efforts to (i) have any member(s) of the Parent Group removed as guarantor of or obligor for any SpinCo UpstreamCo Liability to the extent that such guarantee or obligation it relates to SpinCo UpstreamCo Liabilities, including the removal of any Security Interest on or in any Parent Asset that may serve as collateral or security for any such SpinCo UpstreamCo Liability; and (ii) have any member(s) of the SpinCo UpstreamCo Group removed as guarantor of or obligor for any Parent Liability to the extent that such guarantee or obligation it relates to Parent Liabilities, including the removal of any Security Interest on or in any SpinCo UpstreamCo Asset that may serve as collateral or security for any such Parent Liability. (b) To the extent required to obtain a release from a guarantee of: (i) any member of the Parent Group, SpinCo UpstreamCo shall execute a guarantee agreement in the form of the existing guarantee or such other form as is agreed to by the relevant parties to such guarantee agreement, which such agreement shall include the removal of any Security Interest on or in any Parent Asset that may serve as collateral or security for any such Parent Liability, except to the extent that such existing guarantee contains representations, covenants or other terms or provisions either (A) with which UpstreamCo would be reasonably unable to comply or shall cause a (B) which UpstreamCo would not reasonably be able to avoid breaching; and (ii) any member of the SpinCo Group to) UpstreamCo Group, Parent shall execute a guarantee agreement in the form of the existing guarantee or such other form as is agreed to by the relevant parties to such guarantee agreement, which agreement shall include the removal of any Security Interest on or in any Parent UpstreamCo Asset that may serve as collateral or security for any SpinCo such UpstreamCo Liability, except to the extent that such existing guarantee contains representations, covenants or other terms or provisions either (xA) with which SpinCo (or any member of the SpinCo Group) Parent would be reasonably unable to comply or (y) which SpinCo (or any member of the SpinCo Group) would not reasonably be able to avoid breaching; and (ii) any member of the SpinCo Group, Parent shall (or shall cause a member of the Parent Group to) execute a guarantee agreement in the form of the existing guarantee or such other form as is agreed to by the relevant parties to such guarantee agreement, which agreement shall include the removal of any Security Interest on or in any SpinCo Asset that may serve as collateral or security for any Parent Liability, except to the extent that such existing guarantee contains representations, covenants or other terms or provisions either (x) with which Parent (or any member of the Parent Group) would be reasonably unable to comply or (yB) which Parent (or any member of the Parent Group) would not reasonably be able to avoid breaching. (c) If Parent or SpinCo UpstreamCo is unable to obtain, or to cause to be obtained, any such required removal or release as set forth referred to in clauses (aSection 2.6(a) and or (b) (including, for the avoidance of this Section 2.6doubt, any removal or release of the guarantees set forth on Schedule 2.6(c)), (i) the Party or the relevant member of its Group that has assumed the Liability with respect to such guarantee shall indemnify, defend and hold harmless the guarantor or obligor against or from any Liability arising from or relating thereto in accordance with the provisions of Article IV and shall, as agent or subcontractor for such guarantor or obligor, pay, perform and discharge fully all the obligations or other Liabilities of such guarantor or obligor thereunder; and (ii) each of Parent and SpinCoUpstreamCo, on behalf of itself and the other members of their respective Group, agrees not to renew or extend the term of, increase any obligations under, or transfer to a Third Party, any loan, guarantee, lease, contract or other obligation for which the other Party or a member of its such other Party’s Group is or may be liable, liable unless all obligations of such other Party and the members of such other Party’s Group with respect thereto are thereupon terminated by documentation satisfactory in form and substance to such other Party.

Release of Guarantees. In furtherance of, and not in limitation of, the obligations set forth in Section 2.5: (a) On or prior to the Effective Time or as soon as practicable thereafterTime, each of Parent SYNNEX and SpinCo Concentrix shall, at the request of the other Party and with the reasonable cooperation of such the other Party and the applicable member(s) of such other Party’s Group, use commercially its reasonable best efforts to (i) have any member(s) of the Parent SYNNEX Group removed as guarantor of or obligor for any SpinCo Concentrix Liability to the extent that such guarantee or obligation relates they relate to SpinCo Concentrix Liabilities, including the removal of any Security Interest on or in any Parent SYNNEX Asset that may serve as collateral or security for any such SpinCo Concentrix Liability; and (ii) have any member(s) of the SpinCo Concentrix Group removed as guarantor of or obligor for any Parent SYNNEX Liability to the extent that such guarantee or obligation relates they relate to Parent SYNNEX Liabilities, including the removal of any Security Interest on or in any SpinCo Concentrix Asset that may serve as collateral or security for any such Parent SYNNEX Liability. (b) To the extent required to obtain a release from a guarantee of: (i) any member of the Parent SYNNEX Group, SpinCo Concentrix shall (or shall cause a member of the SpinCo Group to) execute a guarantee agreement in the form of the existing guarantee or such other form as is agreed to by the relevant parties to such guarantee agreement, which agreement shall include the removal of any Security Interest on or in any Parent SYNNEX Asset that may serve as collateral or security for any SpinCo such SYNNEX Liability, except to the extent that such existing guarantee contains representations, covenants or other terms or provisions either (xA) with which SpinCo (or any member of the SpinCo Group) Concentrix would be reasonably unable to comply or (yB) which SpinCo (or any member of the SpinCo Group) Concentrix would not reasonably be able to avoid breaching; and (ii) any member of the SpinCo Concentrix Group, Parent SYNNEX shall (or shall cause a member of the Parent Group to) execute a guarantee agreement in the form of the existing guarantee or such other form as is agreed to by the relevant parties to such guarantee agreement, which agreement shall include the removal of any Security Interest on or in any SpinCo Concentrix Asset that may serve as collateral or security for any Parent such Concentrix Liability, except to the extent that such existing guarantee contains representations, covenants or other terms or provisions either (xA) with which Parent (or any member of the Parent Group) SYNNEX would be reasonably unable to comply or (yB) which Parent (or any member of the Parent Group) SYNNEX would not reasonably be able to avoid breaching. (c) If Parent SYNNEX or SpinCo Concentrix is unable to obtain, or to cause to be obtained, any such required removal or release as set forth in clauses (a) and (b) of this Section 2.6, (i) the Party or the relevant member of its Group that has assumed the Liability with respect to such guarantee shall indemnify, defend and hold harmless the guarantor or obligor against or from any Liability arising from or relating thereto in accordance with the provisions of Article IV and shall, as agent or subcontractor for such guarantor or obligor, pay, perform and discharge fully all the obligations or other Liabilities of such guarantor or obligor thereunder; and (ii) each of Parent SYNNEX and SpinCoConcentrix, on behalf of itself and the other members of their respective its Group, agrees agree not to renew or extend the term of, increase any obligations under, or transfer to a Third Party, any loan, guarantee, lease, contract or other obligation for which the other Party or a member of its Group is or may be liable, liable unless all obligations of such other Party and the members of such other Party’s Group with respect thereto are thereupon terminated by documentation satisfactory in form and substance to such other Party; and (iii) the Parties agree that any such guarantee shall remain outstanding subject to the terms of this Agreement in connection with the Separation and Distribution.

Release of Guarantees. In furtherance of, and not in limitation of, the obligations set forth in Section 2.5‎2.5: (a) On or prior to the Effective Time or as soon as reasonably practicable thereafterthereafter and on a continuing periodic basis no less frequently than annually, each of Parent OSG and SpinCo INSW shall, at the request of the other Party and with the reasonable cooperation of such other Party and the applicable member(s) of such other Party’s Group, use commercially reasonable efforts to (i) have any member(s) of the Parent OSG Group removed as guarantor of or obligor for any SpinCo INSW Liability (including the INSW Credit Agreement Guarantee) and the Continuing OSG Guarantees to the extent that such guarantee or obligation relates they relate to SpinCo INSW Liabilities, including the removal of any Security Interest on or in any Parent OSG Asset that may serve as collateral or security for any such SpinCo Liability; INSW Liability and (ii) have any member(s) of the SpinCo INSW Group removed as guarantor of or obligor for any Parent OSG Liability to the extent that such guarantee or obligation relates they relate to Parent OSG Liabilities, including the removal of any Security Interest on or in any SpinCo INSW Asset that may serve as collateral or security for any such Parent OSG Liability. (b) To the extent required to obtain a release from a guarantee of: (i) any member of the Parent OSG Group, SpinCo INSW shall (or shall cause a member of the SpinCo Group to) execute a guarantee agreement in the form of the existing guarantee or such other form as is reasonably agreed to by the relevant parties to such guarantee agreement, which agreement shall include the removal of any Security Interest on or in any Parent OSG Asset that may serve as collateral or security for any SpinCo such OSG Liability, except to the extent that such existing guarantee contains representations, covenants or other terms or provisions either (xA) with which SpinCo (or any member of the SpinCo Group) INSW would be reasonably unable to comply or (yB) which SpinCo (or any member of the SpinCo Group) INSW would not reasonably be able to avoid breaching; and (ii) any member of the SpinCo INSW Group, Parent OSG shall (or shall cause a member of the Parent Group to) execute a guarantee agreement in the form of the existing guarantee or such other form as is reasonably agreed to by the relevant parties to such guarantee agreement, which agreement shall include the removal of any Security Interest on or in any SpinCo INSW Asset that may serve as collateral or security for any Parent such INSW Liability, except to the extent that such existing guarantee contains representations, covenants or other terms or provisions either (xA) with which Parent (or any member of the Parent Group) OSG would be reasonably unable to comply or (yB) which Parent (or any member of the Parent Group) OSG would not reasonably be able to avoid breaching. (c) If Parent or SpinCo is unable to obtain, or to cause to be obtained, any such required removal or release as set forth in clauses (a) and (b) of this Section 2.6, (i) the Party or the relevant member of its Group that has assumed the Liability with respect to such guarantee shall indemnify, defend and hold harmless the guarantor or obligor against or from any Liability arising from or relating thereto in accordance with the provisions of Article IV and shall, as agent or subcontractor for such guarantor or obligor, pay, perform and discharge fully all the obligations or other Liabilities of such guarantor or obligor thereunder; and (ii) each of Parent and SpinCo, on behalf of itself and the other members of their respective Group, agrees not to renew or extend the term of, increase any obligations under, or transfer to a Third Party, any loan, guarantee, lease, contract or other obligation for which the other Party or a member of its Group is or may be liable, unless all obligations of such other Party and the members of such other Party’s Group with respect thereto are thereupon terminated by documentation satisfactory in form and substance to such other Party.;

Release of Guarantees. In furtherance of, and not in limitation of, the obligations set forth in Section 2.52.4: (a) On or prior to the Effective Time or as soon as practicable thereafter, each Each of Parent Realty Income and SpinCo Orion shall, at the request of the other Party and with the reasonable cooperation of such other Party and the applicable member(s) of such other Party’s Group, use commercially reasonable efforts to to, as soon as reasonably practicable following the applicable Separation Transactions, (i) have any member(s) of the Parent Realty Income Group removed as guarantor of, indemnitor of or obligor for any SpinCo Liability to the extent that such guarantee or obligation relates to SpinCo LiabilitiesAssumed Liability, including the removal termination and release of any Security Interest on or in any Parent Excluded Asset that may serve as collateral or security for any such SpinCo Assumed Liability; and (ii) have any member(s) of the SpinCo Orion Group removed as guarantor of, indemnitor of or obligor for any Parent Liability to the extent that such guarantee or obligation relates to Parent LiabilitiesExcluded Liability, including the removal termination and release of any Security Interest on or in any SpinCo Transferred Asset that may serve as collateral or security for any such Parent Excluded Liability. (b) To If and to the extent required to obtain a release from a guarantee ofrequired: (i) to obtain a release of any member of the Parent GroupRealty Income Group from a guarantee or indemnity for any Assumed Liability, SpinCo shall (Orion or shall cause a member one or more members of the SpinCo Orion Group to) shall execute a guarantee or indemnity agreement in substantially the form of the existing guarantee or indemnity or such other form as is reasonably agreed to by the relevant parties to such guarantee or indemnity agreement, which agreement shall include the removal termination and release of any Security Interest on or in any Parent Excluded Asset that may serve as collateral or security for any SpinCo such Assumed Liability; provided, that, except in the case of the guarantees and indemnities set forth on Schedule 2.6(b)(i), no such new guarantee or indemnity shall be required to the extent that such the corresponding existing guarantee or indemnity contains representations, covenants or other terms or provisions either (xi) with which SpinCo (Orion or any member of the SpinCo Group) Orion Group would be reasonably unable to comply or (yii) which SpinCo (Orion or any member of the SpinCo Group) Orion Group would not reasonably be able to avoid breaching; and; (ii) to obtain a release of any member of the SpinCo Group, Parent shall (Orion Group from a guarantee or shall cause a indemnity for any Excluded Liability any member of the Parent Orion Group, Realty Income or one or more members of the Realty Income Group to) shall execute a guarantee or indemnity agreement in substantially the form of the existing guarantee or indemnity or such other form as is reasonably agreed to by the relevant parties to such guarantee or indemnity agreement, which agreement shall include the removal termination and release of any Security Interest on or in any SpinCo Transferred Asset that may serve as collateral or security for any Parent such Excluded Liability; provided, that, except in the case of the guarantees and indemnities set forth on Schedule 2.6(b)(ii), no such new guarantee or indemnity shall be required to the extent that such the corresponding existing guarantee or indemnity contains representations, covenants or other terms or provisions either (xi) with which Parent (Realty Income or any member of the Parent Group) Realty Income Group would be reasonably unable to comply or (yii) which Parent (Realty Income or any member of the Parent Group) Realty Income Group would not reasonably be able to avoid breaching. (c) If Parent Until such time as Realty Income or SpinCo is unable to obtainOrion has obtained, or to cause has caused to be obtained, any such required removal or release as set forth in clauses (a) and (b) of this Section 2.6, (i) the Party or the relevant member of its Group that has assumed the Liability with respect related to such guarantee shall indemnify, defend and hold harmless the guarantor or obligor against or from any Liability (in respect of a mortgage or otherwise) arising from or relating thereto in accordance with the provisions of Article IV and shall, as agent or subcontractor for such guarantor guarantor, indemnitor or obligor, pay, perform and discharge fully all the obligations or other Liabilities (in respect of mortgages or otherwise) of such guarantor guarantor, indemnitor or obligor thereunder; and (ii) each of Parent Realty Income and SpinCoOrion, on behalf of itself and the other members of their respective Group, agrees agree not to renew or extend the term of, increase any obligations under, decrease any rights under or transfer to a Third Party, any loan, guarantee, lease, contract or other obligation for which the other Party or a member of its Group is or may be liable, liable unless all obligations of such other Party and the members of such other Party’s Group with respect thereto are thereupon have theretofore terminated by documentation satisfactory in form and substance to such other Party.

Release of Guarantees. In furtherance of, and not in limitation of, the obligations set forth in Section 2.52.6: (a) On or prior to the Effective Time or as soon as practicable thereafter, each of Parent KAR and SpinCo shall, at the request of the other Party and with the reasonable cooperation of such other Party and the applicable member(s) of such other Party’s Group, use commercially reasonable efforts to (i) have any member(s) of the Parent KAR Group removed as guarantor of or obligor for any SpinCo Liability to the extent that such guarantee or obligation relates they relate to SpinCo Liabilities, including the removal of any Security Interest on or in any Parent KAR Asset that may serve as collateral or security for any such SpinCo Liability; and (ii) have any member(s) of the SpinCo Group removed as guarantor of or obligor for any Parent KAR Liability to the extent that such guarantee or obligation relates they relate to Parent KAR Liabilities, including the removal of any Security Interest on or in any SpinCo Asset that may serve as collateral or security for any such Parent KAR Liability. (b) To the extent required to obtain a release from a guarantee of: (i) any member of the Parent KAR Group, SpinCo shall (or shall cause a member of the SpinCo Group to) execute a guarantee agreement in the form of the existing guarantee or such other form as is agreed to by the relevant parties to such guarantee agreement, which agreement shall include the removal of any Security Interest on or in any Parent KAR Asset that may serve as collateral or security for any SpinCo such KAR Liability, except to the extent that such existing guarantee contains representations, covenants or other terms or provisions either (xA) with which SpinCo (or any member of the SpinCo Group) would be reasonably unable to comply or (yB) which SpinCo (or any member of the SpinCo Group) would not reasonably be able to avoid breaching; and (ii) any member of the SpinCo Group, Parent KAR shall (or shall cause a member of the Parent Group to) execute a guarantee agreement in the form of the existing guarantee or such other form as is agreed to by the relevant parties to such guarantee agreement, which agreement shall include the removal of any Security Interest on or in any SpinCo Asset that may serve as collateral or security for any Parent such SpinCo Liability, except to the extent that such existing guarantee contains representations, covenants or other terms or provisions either (xA) with which Parent (or any member of the Parent Group) KAR would be reasonably unable to comply or (yB) which Parent (or any member of the Parent Group) KAR would not reasonably be able to avoid breaching. (c) If Parent KAR or SpinCo is unable to obtain, or to cause to be obtained, any such required removal or release as set forth in clauses subclauses (a) and (b) of this Section 2.62.7, (i) the Party or the relevant member of its such Party’s Group that has assumed the Liability with respect to such guarantee shall indemnify, defend and hold harmless the guarantor or obligor against or from any Liability arising from or relating thereto in accordance with the provisions of Article IV and shall, as agent or subcontractor for such guarantor or obligor, pay, perform and discharge fully all the obligations or other Liabilities of such guarantor or obligor thereunder; and (ii) each of Parent KAR and SpinCo, on behalf of itself and the other members of their respective Group, agrees agree not to renew or extend the term of, increase any obligations under, or transfer to a Third Party, any loan, guarantee, lease, contract or other obligation for which the other Party or a member of its such Party’s Group is or may be liable, liable unless all obligations of such other Party and the members of such other Party’s Group with respect thereto are thereupon terminated by documentation satisfactory in form and substance to such other Party.

Release of Guarantees. In furtherance of, and not in limitation of, the obligations set forth in Section 2.52.3: (a) On At or prior to the Effective Time or as soon as practicable thereafter, each of Parent and SpinCo shallthe Parties will, at the request of the other Party and with the reasonable cooperation of such other Party and the applicable member(s) of such other Party’s Group, use commercially reasonable efforts to to: (i) have any member(s) of the Parent RemainCo Group removed as guarantor of, indemnitor of or obligor for any SpinCo Liability to the extent that such guarantee or obligation relates to SpinCo LiabilitiesLiability, including the removal of any Security Interest on or in any Parent RemainCo Asset that may serve as collateral or security for any such SpinCo Liability; and (ii) have any member(s) of the SpinCo Group removed as guarantor of of, indemnitor of, or obligor for any Parent Liability to the extent that such guarantee or obligation relates to Parent LiabilitiesRemainCo Liability, including the removal of any Security Interest on or in any SpinCo Asset that may serve as collateral or security for any such Parent RemainCo Liability. (b) To the extent required to obtain a release from a guarantee or indemnity of: (i) any member of the Parent RemainCo Group, SpinCo shall will (or shall will cause a member one or more other members of the SpinCo Group to) execute a guarantee or indemnity agreement in the form of the existing guarantee or indemnity or such other form as is agreed to by the relevant parties to such guarantee or indemnity agreement, which agreement shall will include the removal of any Security Interest on or in any Parent RemainCo Asset that may serve as collateral or security for any such SpinCo Liability, except to the extent that such existing guarantee or indemnity contains representations, covenants or other terms or provisions either (xA) with which SpinCo (or any member of the SpinCo Group) would be reasonably unable to comply or (yB) which SpinCo (or any member of the SpinCo Group) would not reasonably be able to avoid breaching; and (ii) any member of the SpinCo Group, Parent shall will (or shall will cause a member one or more other members of the Parent RemainCo Group to) execute a guarantee or indemnity agreement in the form of the existing guarantee or indemnity or such other form as is agreed to by the relevant parties to such guarantee or indemnity agreement, which agreement shall will include the removal of any Security Interest on or in any SpinCo Asset that may serve as collateral or security for any Parent such RemainCo Liability, except to the extent that such existing guarantee or indemnity contains representations, covenants or other terms or provisions either (xA) with which Parent (or any member of the Parent Group) would be reasonably unable to comply or (yB) which Parent (or any member of the Parent Group) would not reasonably be able to avoid breaching. (c) If Parent or SpinCo is the Parties are unable to obtain, or to cause to be obtained, any such required removal or release as set forth in clauses (a) and (b) of this Section 2.6, 2.4: (i) the Party Parent, SpinCo or the other relevant member of its the RemainCo Group or the SpinCo Group, as applicable, that has assumed the Liability with respect to such guarantee shall or indemnity will indemnify, defend and hold harmless the guarantor guarantor, indemnitor or obligor against or from any Liability arising from or relating thereto in accordance with the provisions of Article IV and shallwill, as agent or subcontractor for such guarantor guarantor, indemnitor or obligor, pay, perform and discharge fully all the obligations or other Liabilities of such guarantor guarantor, indemnitor or obligor thereunderthereunder in accordance with its terms; and (ii) each of Parent and SpinCo, on behalf of itself and the other members of their respective the RemainCo Group or the SpinCo Group, agrees respectively, agree not to renew or extend the term of, increase any obligations under, or transfer to a Third Party, any loan, guarantee, lease, contract Contract or other obligation for which the any other Party or a member of its such other Party’s Group is or may be liable, liable unless all obligations of such other Party and the members of such other Party’s Group with respect thereto are thereupon terminated by documentation satisfactory in form and substance to such other Party.

Release of Guarantees. In furtherance of, and not in limitation of, the obligations set forth in Section 2.5: (a) On or prior to the Effective Time or as soon as practicable thereafter, each of Parent and SpinCo UpstreamCo shall, at the request of the other Party and with the reasonable cooperation of such other Party and the applicable member(s) of such other Party’s Group, use commercially reasonable efforts to (i) have any member(s) of the Parent Group removed as guarantor of or obligor for any SpinCo UpstreamCo Liability to the extent that such guarantee or obligation it relates to SpinCo UpstreamCo Liabilities, including the removal of any Security Interest on or in any Parent Asset that may serve as collateral or security for any such SpinCo UpstreamCo Liability; and (ii) have any member(s) of the SpinCo UpstreamCo Group removed as guarantor of or obligor for any Parent Liability to the extent that such guarantee or obligation it relates to Parent Liabilities, including the removal of any Security Interest on or in any SpinCo UpstreamCo Asset that may serve as collateral or security for any such Parent Liability. (b) To Subject to Schedule 2.6(b)(i), to the extent required to obtain a release from a guarantee or other credit support provided by or on behalf of: (i) any member of the Parent Group, SpinCo UpstreamCo shall promptly (or shall cause A) other than in the case of a guarantee by a member of the SpinCo Parent Group, provide or cause to be provided a replacement letter of credit, bank guarantee or other credit support of the type provided by or on behalf of the Parent Group toon substantially the same terms as that provided by or on behalf of any member of the Parent Group, to the extent (x) in the case of a letter of credit, UpstreamCo has reasonably available capacity under its revolving credit facility to obtain such letter of credit and (y) such arrangement would not violate or breach the terms of any contract or other agreement to which UpstreamCo or any of its subsidiaries is a party, or (B) in the case of a guarantee by a member of the Parent Group, execute a guarantee agreement in the form of the existing guarantee or such other form as is agreed to by the relevant parties to such guarantee agreement, which such agreement shall include the removal of any Security Interest on or in any Parent Asset that may serve as collateral or security for any SpinCo such Parent Liability, except to the extent that such existing guarantee contains representations, covenants or other terms or provisions either (xA) with which SpinCo (or any member of the SpinCo Group) UpstreamCo would be reasonably unable to comply or (yB) which SpinCo (or any member of the SpinCo Group) UpstreamCo would not reasonably be able to avoid breaching; and (ii) any member of the SpinCo UpstreamCo Group, Parent shall promptly (or shall cause A) other than in the case of a guarantee by a member of the UpstreamCo Group, provide or cause to be provided a replacement letter of credit, bank guarantee or other credit support of the type provided by or on behalf of the UpstreamCo Group on substantially the same terms as that provided by or on behalf of any member of the UpstreamCo Group, to the extent (x) in the case of a letter of credit, Parent Group tohas reasonably available capacity under its revolving credit facility to obtain such letter of credit and (y) such arrangement would not violate or breach the terms of any contract or other agreement to which Parent or any of its subsidiaries is a party, or (B) in the case of a guarantee by a member of the UpstreamCo Group, execute a guarantee agreement in the form of the existing guarantee or such other form as is agreed to by the relevant parties to such guarantee agreement, which such agreement shall include the removal of any Security Interest on or in any SpinCo UpstreamCo Asset that may serve as collateral or security for any Parent such UpstreamCo Liability, except to the extent that such existing guarantee contains representations, covenants or other terms or provisions either (xA) with which Parent (or any member of the Parent Group) would be reasonably unable to comply or (yB) which Parent (or any member of the Parent Group) would not reasonably be able to avoid breaching. (c) If Parent or SpinCo UpstreamCo is unable to obtain, or to cause to be obtained, any such required removal or release as set forth referred to in clauses (aSection 2.6(a) and or (b) (including, for the avoidance of this Section 2.6doubt, any removal or release of the guarantees set forth on Schedule 2.6(c)), (i) the Party or the relevant member of its Group that has assumed the Liability with respect to such guarantee shall indemnify, defend and hold harmless the guarantor or obligor against or from any Liability arising from or relating thereto in accordance with the provisions of Article IV and shall, as agent or subcontractor for such guarantor or obligor, pay, perform and discharge fully all the obligations or other Liabilities of such guarantor or obligor thereunder; and (ii) each of Parent and SpinCoUpstreamCo, on behalf of itself and the other members of their respective Group, agrees not to renew or extend the term of, increase any obligations under, or transfer to a Third Party, any loan, guarantee, lease, contract or other obligation for which the other Party or a member of its such other Party’s Group is or may be liable, liable unless all obligations of such other Party and the members of such other Party’s Group with respect thereto are thereupon terminated by documentation satisfactory in form and substance to such other Party. (d) Each of Parent and UpstreamCo shall keep the other Party reasonably informed regarding the matters that are the subject of this Section 2.6, including with respect to any material discussions and negotiations relating to the novation of Liabilities and releases of guarantees and other credit support obligations and the status and terms thereof, as well as any proposed or contemplated amendments, terminations, waivers or modifications that would be reasonably likely to adversely affect such other Party. (e) Until the later of (i) such time as all obligations of Parent and the other members of the Parent Group with respect to the guarantees and contracts set forth on Schedule 2.6(c)(iii) (the “Specified Guarantees”) have terminated and each of them has ceased to be guarantor or obligor of any UpstreamCo Liabilities thereunder and (ii) such time as the Spillover Amount (as used herein, such term shall have the meaning given in Schedule 2.6(e)) is zero, UpstreamCo shall promptly (and in any event within 30 calendar days following UpstreamCo’s receipt of a written request from Parent) reimburse the Parent Group in respect of any amounts actually paid by the Parent Group to purchase Specified Guarantee Coverage (it being understood, for the avoidance of doubt, that if there is any Spillover Amount for any given calendar year, Parent may submit a written request to UpstreamCo for reimbursement of such Spillover Amount in the following calendar year, subject to the following proviso); provided, however, that the aggregate amount payable by UpstreamCo pursuant to the foregoing for payments made by the Parent Group in any calendar year shall not exceed the Annual Amount.