Common use of Debt and Guarantees Clause in Contracts

Debt and Guarantees. At the Closing, except for trade payables, Seller shall, solely out of Seller's funds, pay, or irrevocably deposit for the purpose of defeasing or paying, all outstanding indebtedness of the Companies and the Subsidiaries (excluding, for the avoidance of doubt, the ▇▇▇▇▇▇▇ County Arrangements), including the indebtedness listed on Section 6.11 of the Disclosure Schedule, together with any associated interest, prepayment amounts or other penalties, provided that Seller shall not be required to give notice of repayment until Closing, and Seller shall concurrently obtain full and unconditional releases of any Encumbrances associated therewith. At the election of Purchaser not less than five (5) business days prior to the Closing, Seller shall use its reasonable efforts to cause any and all of the ▇▇▇▇▇▇▇ County Arrangements to be terminated and of no further force and effect as of the Closing. Section 6.11 of the Disclosure Schedule also sets forth all guarantees, financial accommodations and security arrangements by Seller in favor of the Companies and Subsidiaries with respect to obligations of the Companies or Subsidiaries, excluding the foregoing indebtedness to be satisfied by Seller (collectively, "Guarantees"). Purchaser and Seller shall reasonably cooperate, to cause Purchaser or one of its affiliates to be substituted for Seller and all of its affiliates other than the Companies and the Subsidiaries as of the Closing, without recourse to Seller or any such affiliates, with respect to all such Guarantees. In the event that Purchaser and Seller are unable to obtain the release of any Guarantee, Purchaser shall indemnify and hold harmless Seller from any and all obligations or liabilities incurred by Seller with respect to such Guarantee.

Debt and Guarantees. At the Closing, except for trade payables, Seller shall, solely out of Seller's funds, pay, or irrevocably deposit for the purpose of defeasing or paying, all outstanding indebtedness of the Companies and the Subsidiaries (excluding, for the avoidance of doubt, the ▇▇▇▇▇▇▇ County Arrangements), including the indebtedness listed on Section 6.11 of the Disclosure Schedule, together with any associated interest, prepayment amounts or other penalties, provided that Seller shall not be required to give notice of repayment until Closing, and Seller shall concurrently obtain full and unconditional releases of any Encumbrances associated therewith. At the election of Purchaser not less than five (5) business days prior to the Closing, Seller shall use its reasonable efforts to cause any and all make provision for the release of guaranties of the ▇▇▇▇▇▇▇ County Arrangements to be terminated Company and of no further force and effect as of the Closing. its Mainland Subsidiaries listed in Section 6.11 6.10 of the Disclosure Schedule also sets forth all guarantees, financial accommodations and security arrangements by Seller in favor of the Companies and Subsidiaries with respect to obligations of the Companies or Subsidiaries, excluding the foregoing indebtedness under "Guarantees to be satisfied by Seller (collectivelyreleased at Closing", "Guarantees"and provide evidence reasonably satisfactory to Purchaser of such release(s). Purchaser and Seller shall reasonably cooperateuse commercially reasonable efforts to, to or shall cause Purchaser or one of its affiliates to Affiliates to, be substituted for Seller and all of its affiliates Affiliates other than the Companies Company and the its Mainland Subsidiaries as of the Closing, without recourse to Seller or any such affiliatesAffiliates, with respect to all such GuaranteesGaylord's guaranty obligations under the Guaranty dated December 30, 2004, by ▇▇▇▇▇▇▇ and the Company for the benefit of B & B Properties, relating to the Commercial Lease dated November 1, 1998, between Aspen Lodging Company, LLC and B & B Properties (the "Credit Enhancement Obligation"). In To the event that extent Purchaser and Seller are unable to obtain the release of any Guaranteecannot be substituted as guarantor thereunder, Purchaser shall fully indemnify and hold harmless promptly reimburse Seller from and ▇▇▇▇▇▇▇, in immediately available funds and without offset for any and all amounts owing by Seller or its Affiliates to Purchaser, for any obligations or liabilities incurred by ▇▇▇▇▇▇▇, Seller or their Affiliates with respect to such GuaranteeCredit Enhancement Obligation that is not so released. After the Closing, neither Seller nor any of its Affiliates shall have any obligation to provide any guaranty, performance or credit support in respect of any other obligations of the Company or any Mainland Subsidiary.