Common use of Replacement of Parent Credit Support Clause in Contracts

Replacement of Parent Credit Support. (a) SpinCo shall use reasonable best efforts to arrange, at its sole cost and expense and effective as soon as reasonably practicable after the date hereof and in any event within six (6) months from the Distribution Date (the “Initial Credit Support Replacement Period”), the termination or replacement of all guarantees, bank provided guarantees, covenants, indemnities, surety bonds, letters of credit or similar assurances of credit support (“Credit Support Instruments”) provided by, through or on behalf of any member of the Parent Group for the benefit of any member of the SpinCo Group or providing credit support for any SpinCo Contract (“Parent Credit Support Instruments”), including the Parent Credit Support Instruments listed or described on Section 3.01(a) of the Disclosure Letter, with alternative arrangements that do not require any Credit Support Instruments or other credit support from any member of the Parent Group. SpinCo shall use reasonable best efforts to obtain from the beneficiaries of such Credit Support Instruments, as soon as reasonably practicable after the date hereof and in any event within the Initial Credit Support Replacement Period, full written releases providing that such member of the Parent Group, as well as all related members of the Parent Group obligated or liable, directly or indirectly, for any obligations or other Liabilities to any counterparty in connection with such Parent Credit Support Instruments, is irrevocably and unconditionally released, absolved and forever discharged from any and all obligations and other Liabilities with respect to such Parent Credit Support Instruments. Such alternative arrangements and releases shall, in each case, be in form and substance reasonably satisfactory to Parent. Notwithstanding the foregoing, if any Parent Credit Support Instrument has not been terminated or replaced, or if a release from such Parent Credit Support Instrument in accordance with this Section 3.01(a) has not been obtained, in each case during the Initial Credit Support Replacement Period, SpinCo shall continue to use reasonable best efforts to arrange, at its sole cost and expense and effective as soon as practicable thereafter, the termination, replacement or assumption (in each case, with full written releases) of such Parent Credit Support Instruments.

Replacement of Parent Credit Support. (a) SpinCo shall use reasonable best efforts to arrange, at its sole cost and expense and effective as soon as reasonably practicable after the date hereof and in any event within six one hundred and twenty (6120) months from days after the Distribution Date (the “Initial Credit Support Replacement Period”)Date, the termination or replacement of all guarantees, bank provided guarantees, covenants, indemnities, surety bonds, letters of credit or similar assurances of credit support (“Credit Support Instruments”) provided by, through or on behalf of any member of the Parent Group for the benefit of any member of the SpinCo Group or providing credit support for any a SpinCo Contract (“Parent Credit Support Instruments”), including the Parent Credit Support Instruments listed or described on Section 3.01(a) of the Disclosure Letter, with alternative alternate arrangements that do not require any Credit Support Instruments or other credit support from any member of the Parent Group. SpinCo shall use reasonable best efforts to obtain from the beneficiaries of such Credit Support Instruments, as soon as reasonably practicable after the date hereof and in any event within the Initial Credit Support Replacement Period, Instruments full written releases providing that such member of the Parent Group, as well as all related members of the Parent Group obligated or liable, directly or indirectly, for any obligations or other Liabilities to any a counterparty in connection with such Parent Credit Support Instruments, is irrevocably and unconditionally released, absolved and forever discharged from any and all obligations and other Liabilities will have no liability with respect to such Parent Credit Support Instruments. Such alternative arrangements and releases shall, in each case, be in form and substance reasonably satisfactory to Parent. Notwithstanding the foregoing, if any Parent Credit Support Instrument has not been terminated or replaced, or if a for which release from such Parent Credit Support Instrument in accordance with pursuant to this Section 3.01(a) has not been obtained, in each case during obtained within one hundred and twenty (120) days after the Initial Credit Support Replacement PeriodDistribution Date, SpinCo shall continue to use reasonable best efforts to arrange, at its sole cost and expense and effective as soon as practicable thereafter, the termination, replacement or assumption (in each case, with full written releasesrelease) of such Parent Credit Support Instruments.

Replacement of Parent Credit Support. (a) SpinCo shall use commercially reasonable best efforts to arrange, at its sole cost and expense and effective as soon as reasonably practicable after the date hereof and in any event within six (6) months from 90 days after the Distribution Date (the “Initial Credit Support Replacement Period”)Date, the termination or replacement of all guarantees, bank provided guarantees, covenants, indemnities, surety bonds, letters of credit or similar assurances of credit support (“Credit Support Instruments”) provided by, through or on behalf of any member of the Parent Group for the benefit of any member of the SpinCo Group or providing credit support for any a SpinCo Contract (“Parent Credit Support Instruments”), including the Parent Credit Support Instruments listed or described on Section 3.01(a) of the Disclosure Letter, with alternative alternate arrangements that do not require any Credit Support Instruments or other credit support from any member of the Parent Group. SpinCo shall use commercially reasonable best efforts to obtain from the beneficiaries of such Credit Support Instruments, as soon as reasonably practicable after the date hereof and in any event within the Initial Credit Support Replacement Period, Instruments full written releases providing that such member of the Parent Group, as well as all related members of the Parent Group obligated or liable, directly or indirectly, for any obligations or other Liabilities to any a counterparty in connection with such Parent Credit Support Instruments, is irrevocably and unconditionally released, absolved and forever discharged from any and all obligations and other Liabilities will have no liability with respect to such Parent Credit Support Instruments. Such alternative arrangements and releases shall, in each case, be in form and substance reasonably satisfactory to Parent. Notwithstanding the foregoing, if any Parent Credit Support Instrument has not been terminated or replaced, or if a for which release from such Parent Credit Support Instrument in accordance with pursuant to this Section 3.01(a) has not been obtained, in each case during obtained within 90 days after the Initial Credit Support Replacement PeriodDistribution Date, SpinCo shall continue to use commercially reasonable best efforts to arrange, at its sole cost and expense and effective as soon as practicable thereafter, the termination, replacement or assumption (in each case, with full written releasesrelease) of such Parent Credit Support Instruments.