Guarantee Period. From the Closing Date until the earlier of the expiration or termination of the Transition Services Agreement (such period, the "Guarantee Period"), Seller shall and shall cause its Affiliates to maintain and keep in place for the benefit of the Purchased Entity or its Subsidiaries any letters of credit, surety bonds, guarantees, advance payment guarantees, and other obligations issued for the benefit or for the account of the Purchased Entity or its Subsidiaries that are in effect as of the
... Closing Date and were entered into by or on behalf of Seller or any of its Affiliates (other than the Purchased Entity (and Subsidiaries thereof)) in connection with or relating to the Business, the Transferred Assets or the Assumed Liabilities (together, including those that are set forth on Section 5.9 of the Seller Disclosure Schedule, the "Guarantees"). In the event that Seller or any of its Affiliates becomes aware of the existence of a Guarantee that is not otherwise set forth on Section 5.9 of the Disclosure Schedule during the Guarantee Period, Seller agrees to promptly provide, or to cause such applicable Affiliate to promptly provide, written notice to the Purchased Entity of such Guarantee's existence. From and after the Closing, the Purchased Entity shall use reasonable best efforts to arrange for substitute letters of credit, surety bonds, guarantees, advance payment guarantees or other obligations issued by or for the account of the Purchased Entity or its Subsidiaries to replace the Guarantees and to cause the Purchased Entity or its Subsidiaries, as applicable, to assume all obligations underlying each Guarantee, in each case effective as of the expiration of the Guarantee Period, it being understood that if such substitution, replacement and assumption has not occurred with respect to any Guarantee as of the expiration of the Guarantee Period, the Purchased Entity shall continue to use such reasonable best efforts to effect such substitution, replacement and assumption as soon as possible thereafter. Seller shall reasonably consult with the Purchased Entity as requested by the Purchased Entity in relation to the Purchased Entity's efforts to substitute and replace, and assume the obligations underlying, the Guarantees. The Purchased Entity agrees that to the extent Seller or any of its Affiliates incurs any out-of-pocket cost or expense, or is required to make any payment to a third party, or is subject to any claim or Proceeding, in connection with such Guarantees on or after the Closing, the Purchased Entity shall indemnify and hold harmless Seller and its Affiliates against, and reimburse Seller and its Affiliates for, any and all documented out-of-pocket Liabilities or amounts actually paid, including documented out-of-pocket costs or expenses actually paid in connection with such Guarantees, including Seller's and any of its Affiliates' reasonable and documented out-of-pocket costs or expenses paid in maintaining such Guarantees, whether or not any such Guarantee is drawn upon or required to be performed, and shall in any event promptly and in no event later than ten (10) Business Days after receipt of documentation with reasonable detail evidencing such costs and expenses and a written demand therefor from Seller, reimburse Seller and any of its Affiliates to the extent that any Guarantee is called upon and Seller or any of its Affiliates makes any such payment or incurs any such Liability in respect of any such Guarantee. Without limiting the foregoing, (A) neither Seller nor its Affiliates shall amend or modify any 4 Guarantee, or permit any Guarantee to expire or lapse, during the Guarantee Period without the prior written consent of the Purchased Entity (and, in the case of an amendment or modification of such Guarantee on terms that are not less favorable to the Purchased Entity or its applicable Subsidiaries than those in effect prior to any such amendment or modification, such consent not to be unreasonably withheld, conditioned or delayed); (B) if any Contract containing or underlying a Guarantee is extended or renewed during the Guarantee Period, then the obligation of Seller to maintain or to cause its Affiliates to maintain such Guarantee will continue and remain in place solely for the remainder of the Guarantee Period, and solely on terms that are not materially less favorable to Seller or its applicable Affiliates than those in effect prior to any such extension or renewal; and (C) neither the Purchased Entity nor any of its Subsidiaries shall agree to any extension or renewal of any Contract containing or underlying a Guarantee that would result in (1) such Guarantee remaining in place past the expiration of the Guarantee Period, unless the Purchased Entity or its Subsidiaries have agreed to replace such Guarantee and assume all obligations underlying such Guarantee, in each case from and after the end of the Guarantee Period, or (2) an amendment or modification to such Guarantee in a manner materially adverse to the Seller or its Affiliates.
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