Common use of Replacement of Credit Support Clause in Contracts

Replacement of Credit Support. (a) (i) BNED shall use reasonable best efforts to arrange, at its sole cost and expense and effective on or prior to the Distribution Date, the replacement of all guarantees, covenants, indemnities, surety bonds, letters of credit or similar assurances or credit support (“Credit Support Instruments”) provided by or through B&N or any other member of the B&N Group for the benefit of BNED or any other member of the BNED Group (“B&N Credit Support Instruments”), other than any of the B&N Credit Support Instruments set forth on Schedule 3.01(a) (the “Surviving B&N Credit Support Instruments”), with alternate arrangements that do not require any credit support from B&N or any other member of the B&N Group, and shall use reasonable best efforts to obtain from the beneficiaries of such Credit Support Instruments written releases (which in the case of a letter of credit or bank guarantee would be effective upon surrender of the original B&N Credit Support Instrument to the originating bank and such bank’s confirmation to B&N of cancelation thereof) indicating that B&N or such other member of the B&N Group will, effective upon the consummation of the Distribution, have no liability with respect to such Credit Support Instruments, in each case reasonably satisfactory to B&N; provided, however, that (i) in the event that BNED shall not have obtained all such releases on or prior to the Distribution Date, Section 3.02 shall govern all such unreleased B&N Credit Support Instruments and (ii) Section 3.02 shall also govern all Surviving B&N Credit Support Instruments.

Replacement of Credit Support. (a) (i) BNED Time shall use reasonable best efforts to arrange, at its sole cost and expense and effective on or prior to the Distribution Date, the replacement of all guarantees, covenants, indemnities, surety bonds, letters of credit or similar assurances or credit support (“Credit Support Instruments”) provided by or through B&N TWX or any other member of the B&N TWX Group for the benefit of BNED Time or any other member of the BNED Time Group (“B&N TWX Credit Support Instruments”), other than any of the B&N TWX Credit Support Instruments set forth on Schedule 3.01(a) IX (the “Surviving B&N TWX Credit Support Instruments”), with alternate arrangements that do not require any credit support from B&N TWX or any other member of the B&N TWX Group, and shall use reasonable best efforts to obtain from the beneficiaries of such Credit Support Instruments written releases (which in the case of a letter of credit or bank guarantee would be effective upon surrender of the original B&N TWX Credit Support Instrument to the originating bank and such bank’s confirmation to B&N TWX of cancelation thereof) indicating that B&N TWX or such other member of the B&N TWX Group will, effective upon the consummation of the Distribution, have no liability with respect to such Credit Support Instruments, in each case reasonably satisfactory to B&NTWX; provided, however, that (i) in the event that BNED Time shall not have obtained all such releases on or prior to the Distribution Date, Section 3.02 the terms of the Credit Support Agreement shall govern all such unreleased B&N TWX Credit Support Instruments and (ii) Section 3.02 the terms of the Credit Support Agreement shall also govern all Surviving B&N TWX Credit Support Instruments.

Replacement of Credit Support. (a) (i) BNED FGC shall use reasonable best efforts to arrange, at its sole cost and expense and effective on or prior to the Distribution DateSpin-Off, the replacement of all guarantees, covenants, indemnities, surety bonds, letters of credit or similar assurances or credit support (“Credit Support Instruments”) provided by or through B&N or any other member of the B&N Group GRC for the benefit of BNED or any other member of the BNED Group FGC (“B&N the Surviving Credit Support Instruments”), other than any of the B&N Credit Support Instruments set forth on Schedule 3.01(a) (the “Surviving B&N Credit Support Instruments”), with alternate arrangements that do not require any credit support from B&N or any other member of the B&N GroupGRC, and shall use reasonable best efforts to obtain from the beneficiaries of such Credit Support Instruments written releases (which in the case of a letter of credit or bank guarantee would be effective upon surrender of the original B&N Credit Support Instrument to the originating bank and such bank’s confirmation to B&N GRC of cancelation thereof) indicating that B&N or such other member of the B&N Group GRC will, effective upon the consummation of the DistributionSpin-Off, have no liability with respect to such Credit Support Instruments, in each case reasonably satisfactory to B&NGRC; provided, however, that (i) in the event that BNED FGC shall not have obtained all such releases on or prior to the Distribution DateSpin-Off, Section 3.02 shall govern all such unreleased B&N Surviving Credit Support Instruments and (ii) Section 3.02 shall also govern all Surviving B&N Credit Support Instruments, and (iii) any Credit Support Instrument provided by or ​ ​ through FGC for the benefit of GRC shall terminate as of the date of the Spin-Off and shall be governed by Section 3.02.

Replacement of Credit Support. (a) (i) BNED The parties shall use respective reasonable best efforts to arrange, at its sole their respective cost and expense and effective on or prior to in connection with the Distribution DateDirect Listing, the replacement of all guarantees, covenants, indemnities, surety bonds, letters of credit or similar assurances or credit support (“Credit Support Instruments”) provided by or through B&N LVO or any other member of the B&N LVO Group for the benefit of BNED PODC or any other member of the BNED PODC Group (“B&N LVO Credit Support Instruments”), other than any of the B&N LVO Credit Support Instruments set forth on Schedule 3.01(a) (the “Surviving B&N LVO Credit Support Instruments”), with alternate arrangements that do not require any credit support from B&N LVO or any other member of the B&N LVO Group, and shall use reasonable best efforts to obtain from the beneficiaries of such Credit Support Instruments written releases (which in the case of a letter of credit or bank guarantee would be effective upon surrender of the original B&N LVO Credit Support Instrument to the originating bank and such bank’s confirmation to B&N LVO of cancelation thereof) indicating that B&N LVO or such other member of the B&N LVO Group will, effective upon the consummation of the Distribution, have no liability with respect to such Credit Support Instruments, in each case reasonably satisfactory to B&NLVO; provided, however, that (i) in the event that BNED the parties shall not have obtained all such releases on or prior to the Distribution Direct Listing Date, Section 3.02 shall govern all such unreleased B&N LVO Credit Support Instruments and (ii) Section 3.02 shall also govern all Surviving B&N LVO Credit Support Instruments.

Replacement of Credit Support. (a) (i) BNED FGC shall use reasonable best efforts to arrange, at its sole cost and expense and effective on or prior to the Distribution DateSpin-Off, the replacement of all guarantees, covenants, indemnities, surety bonds, letters of credit or similar assurances or credit support (“Credit Support Instruments”) provided by or through B&N or any other member of the B&N Group GRC for the benefit of BNED or any other member of the BNED Group FGC (“B&N the Surviving Credit Support Instruments”), other than any of the B&N Credit Support Instruments set forth on Schedule 3.01(a) (the “Surviving B&N Credit Support Instruments”), with alternate arrangements that do not require any credit support from B&N or any other member of the B&N GroupGRC, and shall use reasonable best efforts to obtain from the beneficiaries of such Credit Support Instruments written releases (which in the case of a letter of credit or bank guarantee would be effective upon surrender of the original B&N Credit Support Instrument to the originating bank and such bank’s confirmation to B&N GRC of cancelation thereof) indicating that B&N or such other member of the B&N Group GRC will, effective upon the consummation of the DistributionSpin-Off, have no liability with respect to such Credit Support Instruments, in each case reasonably satisfactory to B&NGRC; provided, however, that (i) in the event that BNED FGC shall not have obtained all such releases on or prior to the Distribution DateSpin-Off, Section 3.02 shall govern all such unreleased B&N Surviving Credit Support Instruments and (ii) Section 3.02 shall also govern all Surviving B&N Credit Support Instruments, and (iii) any Credit Support Instrument provided by or through FGC for the benefit of GRC shall terminate as of the date of the Spin-Off and shall be governed by Section 3.02.