Replacement of Credit Support. (a) Except for the surety bonds, cash, letters of credit or other similar instruments described in Section 6.01(f)(ii), BHS shall use reasonable efforts to arrange, at its sole cost and expense, effective prior to or on the Distribution Date, to replace all guarantees, covenants, indemnities, surety bonds, letters of credit or similar assurances or credit support provided by Brink’s or any other member of the Brink’s Group for the benefit of BHS or any other member of the BHS Group (“Credit Support Instruments”) with alternate arrangements that do not require any credit support from Brink’s or any other member of the Brink’s Group, and shall use reasonable efforts to obtain from the beneficiaries of such Credit Support Instruments written releases indicating that Brink’s or such other member of the Brink’s 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 Brink’s, provided that in the event that BHS shall not have obtained all such releases on or prior to the date that is 90 days following the Distribution Date, BHS shall provide Brink’s with letters of credit or guarantees, in each case issued by a bank reasonably acceptable to Brink’s, against losses arising from all such Credit Support Instruments with respect to which such releases have not been obtained. (b) Brink’s shall provide BHS with written notice of all Credit Support Instruments a reasonable period prior to the Distribution.
Appears in 3 contracts
Sources: Separation and Distribution Agreement (Brinks Co), Separation and Distribution Agreement (Brink's Home Security Holdings, Inc.), Separation and Distribution Agreement (Brink's Home Security Holdings, Inc.)