Common use of Replacement of Guarantees Clause in Contracts

Replacement of Guarantees. VF and Kontoor Brands shall each use commercially reasonable efforts to, and shall cause the members of their respective Groups to use commercially reasonable efforts to, effective as of the Distribution Time, terminate or cause a member of the Kontoor Brands Group to be substituted in all respects for a member of the VF Group with respect to, and for the members of the VF Group, as applicable, to be otherwise removed or released from, all obligations of any member of the Kontoor Brands Group under any guarantee, surety bond, letter of credit, letter of comfort or similar credit or performance support arrangement (each, a “Guarantee”), given or obtained by any member of the VF Group for the benefit of any member of the Kontoor Brands Group or the Jeanswear Business (including any Guarantee of any Environmental Liability). If VF and Kontoor Brands have been unable to effect any such substitution, removal, release and termination with respect to any such Guarantee as of the Distribution Time, then, following the Distribution Time, subject to any applicable terms of Schedule 2.09, (a) the parties shall cooperate to effect such substitution, removal, release and termination as soon as reasonably practicable after the Distribution Time, (b) Kontoor Brands and the members of the Kontoor Brands Group shall, from and after the Distribution Time, indemnify against, hold harmless and promptly reimburse the members of the VF Group for any payments made by members of the VF Group and for any and all Liabilities of the members of the VF Group arising out of, or in performing, in whole or in part, any obligation under any such Guarantee, and (c) without the prior written consent of VF, no member of the Kontoor Brands Group may renew, extend the term of, increase any obligations under, or transfer to a third Person, any Liability for which any member of the VF Group is or might be liable pursuant to an applicable Guarantee unless such Guarantee, and all applicable obligations of the members of the VF Group with respect thereto, are thereupon terminated pursuant to documentation reasonably acceptable to VF.

Replacement of Guarantees. VF (a) L Brands and Kontoor Brands VS shall each use commercially reasonable efforts to, and shall cause the members of their respective Groups to use commercially reasonable efforts to, effective as of the Distribution Time, terminate or cause a member of the Kontoor Brands VS Group to be substituted in all respects for a member of the VF L Brands Group with respect to, and for the members of the VF L Brands Group, as applicable, to be otherwise removed or released from, all obligations of any member of under the Kontoor Brands Group agreements set forth on Schedule 2.10(a) and under any guarantee, customs, workers compensation, performance or surety bond, letter of credit, letter of comfort or similar credit or performance support arrangement (eacheach of the foregoing agreements, guarantees, bonds, letters and arrangements, a “Guarantee”), given or obtained by any member of the VF L Brands Group for the benefit of any member of the Kontoor Brands VS Group or the Jeanswear Business (including any VS Business. To the extent required to obtain such a substitution, release or removal, VS shall execute a guarantee or other agreement in the form of the existing Guarantee or such other form as is agreed to by the relevant parties to such guarantee or other agreement, which agreement shall include the removal of any Environmental security interest on or in any asset of L Brands that may serve as collateral or security for any VS Liability). If VF L Brands and Kontoor Brands VS have been unable to effect any such substitution, removal, release and termination with respect to any such Guarantee as of the Distribution Time, then, following the Distribution Time, subject to any applicable terms of Schedule 2.09, (ai) the parties Parties shall cooperate to effect such substitution, removal, release and termination as soon as reasonably practicable after the Distribution Time, (bii) Kontoor Brands VS shall and shall cause the members of the Kontoor Brands VS Group shallto, from and after the Distribution Time, indemnify against, hold harmless and promptly reimburse the members of the VF L Brands Group for any payments made by members of the VF L Brands Group and for any and all Liabilities of the members of the VF L Brands Group arising out of, or in performing, in whole or in part, any obligation under any such Guarantee, and (ciii) without the prior written consent of VFL Brands, no member of the Kontoor Brands VS Group may renew, extend the term of, increase any obligations under, or transfer to a third PersonThird Party, any Liability for which any member of the VF L Brands Group is or might be liable pursuant to an applicable Guarantee unless such Guarantee, and all applicable obligations of the members of the VF L Brands Group with respect thereto, are thereupon terminated pursuant to documentation in form and substance reasonably acceptable to VFL Brands.

Replacement of Guarantees. VF ADS and Kontoor Brands Loyalty Ventures shall each use commercially reasonable efforts to, and shall cause the members of their respective Groups to use commercially reasonable efforts to, effective as of the Distribution Time, terminate or cause a member of the Kontoor Brands Loyalty Ventures Group to be substituted in all respects for a member of the VF ADS Group with respect to, and for the members of the VF ADS Group, as applicable, to be otherwise removed or released from, all obligations of any member of the Kontoor Brands Loyalty Ventures Group under any guarantee, surety bond, letter of credit, letter of comfort or similar credit or performance support arrangement (each, a “Guarantee”), given or obtained by any member of the VF ADS Group for the benefit of any member of the Kontoor Brands Loyalty Ventures Group or the Jeanswear Business (including any Guarantee of any Environmental Liability)LoyaltyOne Business. If VF ADS and Kontoor Brands Loyalty Ventures have been unable to effect any such substitution, removal, release and termination with respect to any such Guarantee as of the Distribution Time, then, following the Distribution Time, subject to any applicable terms of Schedule 2.09, Time (a) the parties shall cooperate to effect such substitution, removal, release and termination as soon as reasonably practicable after the Distribution Time, (b) Kontoor Brands Loyalty Ventures and the members of the Kontoor Brands Loyalty Ventures Group shall, from and after the Distribution Time, indemnify against, hold harmless and promptly reimburse the members of the VF ADS Group for any payments made by members of the VF ADS Group and for any and all Liabilities of the members of the VF ADS Group arising out of, or in performing, in whole or in part, any obligation under any such Guarantee, and (c) without the prior written consent of VFADS, no member of the Kontoor Brands Loyalty Ventures Group may renew, extend the term of, increase any obligations under, or transfer to a third Person, any Liability for which any member of the VF ADS Group is or might be liable pursuant to an applicable Guarantee unless such Guarantee, and all applicable obligations of the members of the VF ADS Group with respect thereto, are thereupon terminated pursuant to documentation reasonably acceptable to VFADS.