Common use of Guarantees and Other Obligations Clause in Contracts

Guarantees and Other Obligations. (a) On or prior to the Distribution Date or as soon as practicable thereafter, Enova shall (with the reasonable cooperation of the applicable member(s) of the Parent Group) use its commercially reasonable efforts to have any member(s) of the Parent Group removed as guarantor of or obligor for any Enova Liability to the extent that they relate to Enova Liabilities, including in respect of those guarantees and other obligations set forth on Schedule 5.9(a). (b) On or prior to the Distribution Date, to the extent required to obtain a release from a guarantee or other obligation of any member of the Parent Group, Enova shall execute a substitute document in the form of any such existing guarantee or such other form as is agreed to by the relevant parties to such guarantee agreement or other obligation, except to the extent that such existing guarantee contains representations, covenants or other terms or provisions either (i) with which Enova would be reasonably unable to comply or (ii) which would be reasonably expected to be breached. (c) If the parties are unable to obtain, or to cause to be obtained, any such required removal as set forth in clauses (a) and (b) of this Section 5.9, (i) Enova shall, and shall cause the other members of the Enova Group to, indemnify, defend and hold harmless each of the Parent Indemnitees for any Liability arising from or relating to such guarantee or other obligation, as applicable, and shall, as agent or subcontractor for the applicable Parent Group guarantor or obligor, pay, perform and discharge fully all of the obligations or other Liabilities of such guarantor or obligor thereunder, and (ii) Enova shall not, and shall cause the other members of the Enova Group not to, agree to renew or extend the term of, increase any obligations under, or transfer to a third Person, any guarantee, lease, contract or other obligation for which a member of the Parent Group is or may be liable unless all obligations of the members of the Parent Group with respect thereto are thereupon terminated by documentation satisfactory in form and substance to Parent in its sole and absolute discretion.