Common use of Replacement of Guarantees Clause in Contracts

Replacement of Guarantees. The parties hereto (other than the El Toro Partners) shall cooperate and use their commercially reasonable efforts to arrange, effective at or prior to the Closing Date, at the Company’s cost and expense, the replacement of all Investor Guarantees, and the release of all obligations of Investors or their Affiliates to provide Guarantees in the future, with alternate arrangements that do not require any credit support from any Investor, and shall use their commercially reasonable efforts to obtain from each beneficiary of any Investor Guarantee a written release indicating that the relevant Investor will, effective as of the Closing, have no further Liability with respect to such Investor Guarantee. If, in connection with or following the Closing, the parties hereto (other than the El Toro Partners) are unable to replace any Investor Guarantee provided by an Investor, (i) the Company and such Investor shall cooperate and continue to use their reasonable best efforts to replace such Investor Guarantee with alternate arrangements that do not require any credit support from such Investor, and (ii) the Company shall indemnify, defend and hold harmless such Investor against, and reimburse such Investor for, any Losses incurred following the Closing with respect to such Investor Guarantee.

Replacement of Guarantees. The parties hereto (other than the El Toro PartnersSelling Investors) shall cooperate and use their commercially reasonable efforts to arrange, effective at or prior to the Closing Date, at the Company’s cost and expense, the replacement of all Investor Guarantees, and the release of all obligations of Investors or their Affiliates to provide Guarantees in the future, with alternate arrangements that do not require any credit support from any Investor, and shall use their commercially reasonable efforts to obtain from each beneficiary of any Investor Guarantee a written release indicating that the relevant Investor will, effective as of the Closing, have no further Liability with respect to such Investor Guarantee. If, in connection with or following the Closing, the parties hereto (other than the El Toro PartnersSelling Investors) are unable to replace any Investor Guarantee provided by an Investor, (i) the Company and such Investor shall cooperate and continue to use their reasonable best efforts to replace such Investor Guarantee with alternate arrangements that do not require any credit support from such Investor, and (ii) the Company shall indemnify, defend and hold harmless such Investor against, and reimburse such Investor for, any Losses incurred following the Closing with respect to such Investor Guarantee.