Common use of Replacement of Guarantees Clause in Contracts

Replacement of Guarantees. (a) The Parties shall cooperate and use their reasonable best efforts to arrange, effective at or prior to the Effective Time, at SpinCo’s cost and expense, the replacement of all DevCo Guarantees with alternate arrangements that do not require any credit support from any member of the DevCo Group, and shall use their reasonable best efforts to obtain from the beneficiaries of such DevCo Guarantees written releases indicating that each applicable member of the DevCo Group will, effective as of the Effective Time, have no further Liability with respect to such DevCo Guarantees. If, following the Effective Time, the Parties are unable to replace any DevCo Guarantee, (i) the Parties shall cooperate and continue to use their reasonable best efforts to replace such DevCo Guarantee with alternate arrangements that do not require any credit support from any member of the DevCo Group and (ii) SpinCo OP shall indemnify, defend and hold harmless each member of the DevCo Group against, and reimburse each member of the DevCo Group for, any Losses incurred following the Distribution with respect to such DevCo Guarantee, and SpinCo hereby irrevocably guarantees the due and punctual performance and observance by SpinCo OP of its obligations contained in this Section 2.6(a), subject, in each case, to all of the terms, provisions and conditions herein.