Common use of Guarantee Obligations and Liens Clause in Contracts

Guarantee Obligations and Liens. (a) Harbor and Spinco shall, upon Harbor’s or Voyager’s request, cooperate, and shall cause their respective Groups to cooperate and use their respective reasonable best efforts to: (x) terminate, or cause Spinco, or the appropriate member of the Spinco Group, to be substituted in all respects for Harbor or the applicable member of the Harbor Group in respect of, all obligations of any member of the Harbor Group under any Spinco Liabilities identified by Harbor for which such member of the Harbor Group may be liable, as guarantor, original tenant, primary obligor or otherwise (including Spinco Liabilities under any Financial Instrument) (“Harbor Guarantees”), and (y) terminate, or cause reasonably comparable substitute Spinco Assets to be substituted in all respects for any Excluded Assets in respect of, any liens or Encumbrances identified by Harbor on Excluded Assets which are securing any Spinco Liabilities. If such a termination or substitution is not effected by the Distribution Date, without the prior written consent of Harbor, from and after the Distribution Date, Spinco shall not, and shall not permit any member of the Spinco Group to, renew or extend the term of, increase its obligations under, or transfer to a third party, any loan, lease, contract or other obligation for which a member of the Harbor Group is or may be liable or for which any Excluded Asset is or may be encumbered unless all obligations of the Harbor Group and all Encumbrances on any Excluded Asset with respect thereto are thereupon terminated by documentation reasonably satisfactory in form and substance to Harbor. Notwithstanding anything to the contrary herein, any action contemplated by this Section 7.3(a) shall be taken at Harbor’s sole cost and expense, and Harbor shall reimburse Spinco for any reasonable out-of-pocket costs and expenses incurred by it or any member of the Spinco Group following the Effective Time in connection with the release of Harbor Guarantees as contemplated by this Section 7.3(a). Spinco further agrees that to the extent Harbor or any of its Affiliates incurs any Losses in connection with such Harbor Guarantees on or after the Distribution Date, Spinco shall indemnify, defend and hold harmless Harbor against, and reimburse Harbor for, any and all Losses, including costs or expenses in connection with such Harbor Guarantees, including Harbor’s expenses in maintaining such Harbor Guarantees, whether or not any such Harbor Guarantee is drawn upon or required to be performed, and shall in any event promptly reimburse Harbor to the extent any Harbor Guarantee is called upon and Harbor or any of its Affiliates incurs any Losses in connection with the Harbor Guarantees; provided that, the foregoing indemnity shall not apply with respect to any out-of-pocket cost or expense to be borne by Harbor, as described in this Section 7.3(a). (b) Harbor and Spinco shall, upon Spinco’s or Voyager’s request, cooperate, and shall cause their respective Groups to cooperate and use their respective reasonable best efforts to: (x) terminate, or cause a member of the Harbor Group to be substituted in all respects for any member of the Spinco Group in respect of, all obligations of any member of the Spinco Group under any Excluded Liabilities for which such member of the Spinco Group may be liable, as guarantor, original tenant, primary obligor or otherwise (including Excluded Liabilities under any Financial Instrument) (“Spinco Guarantees”), and (y) terminate, or cause reasonably comparable substitute Excluded Assets to be substituted in all respects for any Spinco Assets in respect of, any liens or Encumbrances on Spinco Assets which are securing any Excluded Liabilities. Notwithstanding anything to the contrary herein, all actions contemplated by this Section 7.3(b) shall be taken at Harbor’s sole cost and expense. Harbor further agrees that to the extent Spinco or any of its Affiliates incurs any Losses in connection with such Spinco Guarantees on or after the Effective Time, Harbor shall indemnify, defend and hold harmless Spinco against, and reimburse Spinco for, any and all Losses, and shall in any event promptly reimburse Spinco to the extent any Spinco Guarantee is called upon and Spinco or any of its Affiliates incurs any Losses in connection with the Spinco Guarantees. (c) Following the date hereof, (i) Harbor will use its reasonable best efforts (and Spinco will cooperate with Harbor) to identify to Voyager and Spinco any items described in clauses (x) and (y) of each of (a) and (b) for purposes of termination or substitution of such items, and (ii) Harbor shall not, and shall cause each member of the Harbor Group and the Spinco Group not to, enter into any additional Harbor Guarantees or Spinco Guarantees, in each case, without Voyager’s prior written consent, after disclosure of the terms and conditions thereof to Voyager or Spinco (as the case may be), and provided that any such Harbor Guarantees or Spinco Guarantees shall be subject to the terms of this Section 7.3. For the avoidance of doubt, Harbor shall not be required to bear any third party fees (other than out-of-pocket expenses of advisors and other similar out-of-pocket expenses incurred in seeking any such Consent or approval) that may be required in connection with obtaining any third-party Consents or approvals of Governmental Authorities relating to the termination or substitution of any Harbor Guarantees or Spinco Guarantees.

Guarantee Obligations and Liens. (a) Harbor Verizon and Spinco shall, upon Harbor’s or Voyager’s request, shall cooperate, and shall cause their respective Groups to cooperate and use their respective reasonable best efforts to: (x) terminate, or to cause Spinco, or the appropriate a member of the Spinco Group, Group to be substituted in all respects for Harbor or the applicable any member of the Harbor Verizon Group in respect of, all obligations of any member of the Harbor Verizon Group under any Spinco Liabilities identified by Harbor for which such member of the Harbor Verizon Group may be liable, as guarantor, original tenant, primary obligor or otherwise (including Spinco Liabilities under any Financial Instrument) (“Harbor Guarantees”)otherwise, and (y) terminate, or to cause reasonably comparable substitute Spinco Assets to be substituted in all respects for any Excluded Verizon Assets in respect of, any liens or Encumbrances identified by Harbor encumbrances on Excluded Verizon Assets which are securing any Spinco Liabilities. If such a termination or substitution is not effected by the Distribution Date, : (i) Spinco shall indemnify and hold harmless the Verizon Indemnitees for any Indemnifiable Loss arising from or relating thereto and (ii) without the prior written consent of HarborVerizon, from and after the Distribution Date, Spinco shall not, and shall not permit any member of the Spinco Group to, renew or extend the term of, increase its obligations under, or transfer to a third party, any loan, lease, contract or other obligation for which a member of the Harbor Verizon Group is or may be liable or for which any Excluded Verizon Asset is or may be encumbered unless all obligations of the Harbor Verizon Group and all Encumbrances liens and encumbrances on any Excluded Verizon Asset with respect thereto are thereupon terminated by documentation reasonably satisfactory in form and substance to Harbor. Notwithstanding anything to the contrary herein, any action contemplated by this Section 7.3(a) shall be taken at Harbor’s sole cost and expense, and Harbor shall reimburse Spinco for any reasonable out-of-pocket costs and expenses incurred by it or any member of the Spinco Group following the Effective Time in connection with the release of Harbor Guarantees as contemplated by this Section 7.3(a). Spinco further agrees that to the extent Harbor or any of its Affiliates incurs any Losses in connection with such Harbor Guarantees on or after the Distribution Date, Spinco shall indemnify, defend and hold harmless Harbor against, and reimburse Harbor for, any and all Losses, including costs or expenses in connection with such Harbor Guarantees, including Harbor’s expenses in maintaining such Harbor Guarantees, whether or not any such Harbor Guarantee is drawn upon or required to be performed, and shall in any event promptly reimburse Harbor to the extent any Harbor Guarantee is called upon and Harbor or any of its Affiliates incurs any Losses in connection with the Harbor Guarantees; provided that, the foregoing indemnity shall not apply with respect to any out-of-pocket cost or expense to be borne by Harbor, as described in this Section 7.3(a).Verizon (b) Harbor Verizon and Spinco shall, upon Spinco’s or Voyager’s request, shall cooperate, and shall cause their respective Groups to cooperate and use their respective reasonable best efforts to: (x) terminate, or to cause a member of the Harbor Verizon Group to be substituted in all respects for any member of the Spinco Group in respect of, all obligations of any member of the Spinco Group under any Excluded Verizon Liabilities for which such member of the Spinco Group may be liable, as guarantor, original tenant, primary obligor or otherwise (including Excluded Liabilities under any Financial Instrument) (“Spinco Guarantees”)otherwise, and (y) terminate, or to cause reasonably comparable substitute Excluded Verizon Assets to be substituted in all respects for any Spinco Assets in respect of, any liens or Encumbrances encumbrances on Spinco Assets which are securing any Excluded Verizon Liabilities. Notwithstanding anything to If such a termination or substitution is not effected by the contrary herein, all actions contemplated by this Section 7.3(bDistribution Date: (i) Verizon shall be taken at Harbor’s sole cost and expense. Harbor further agrees that to the extent Spinco or any of its Affiliates incurs any Losses in connection with such Spinco Guarantees on or after the Effective Time, Harbor shall indemnify, defend indemnify and hold harmless Spinco against, and reimburse Spinco for, any and all Losses, and shall in any event promptly reimburse Spinco to the extent any Spinco Guarantee is called upon and Spinco or any of its Affiliates incurs any Losses in connection with the Spinco Guarantees. (c) Following the date hereof, (i) Harbor will use its reasonable best efforts (and Spinco will cooperate with Harbor) to identify to Voyager and Spinco Indemnitees for any items described in clauses (x) and (y) of each of (a) and (b) for purposes of termination Indemnifiable Loss arising from or substitution of such itemsrelating thereto, and (ii) Harbor without the prior written consent of Spinco, from and after the Distribution Date, Verizon shall not, and shall cause each not permit any member of the Harbor Verizon Group and to, renew or extend the term of, increase its obligations under, or transfer to a third party, any loan, lease, contract or other obligation for which a member of the Spinco Group not to, enter into is or may be liable or for which any additional Harbor Guarantees Spinco Asset is or Spinco Guarantees, in each case, without Voyager’s prior written consent, after disclosure may be encumbered unless all obligations of the terms Spinco Group and conditions thereof all liens and encumbrances on any Spinco Asset with respect thereto are thereupon terminated by documentation reasonably satisfactory in form and substance to Voyager or Spinco (as the case may be), and provided that any such Harbor Guarantees or Spinco Guarantees shall be subject to the terms of this Section 7.3. For the avoidance of doubt, Harbor shall not be required to bear any third party fees (other than out-of-pocket expenses of advisors and other similar out-of-pocket expenses incurred in seeking any such Consent or approval) that may be required in connection with obtaining any third-party Consents or approvals of Governmental Authorities relating to the termination or substitution of any Harbor Guarantees or Spinco GuaranteesSpinco.

Guarantee Obligations and Liens. (a) Harbor Verizon and Spinco shall, upon Harbor’s or VoyagerVerizon’s request, cooperate, and shall cause their respective Groups to cooperate and use their respective commercially reasonable best efforts to: (x) terminate, or to cause Spinco, or as the appropriate member of the Spinco Group, to be substituted in all respects for Harbor Verizon or the applicable member of the Harbor Verizon Group in respect of, all obligations of any member of the Harbor Verizon Group under any Spinco Liabilities identified by Harbor Verizon for which such member of the Harbor Verizon Group may be liable, as guarantor, original tenant, primary obligor or otherwise (including Spinco Liabilities under any Financial Instrument) (“Harbor Verizon Guarantees”), and (y) terminate, or to cause reasonably comparable substitute Spinco Assets to be substituted in all respects for any Excluded Verizon Assets in respect of, any liens or Encumbrances encumbrances identified by Harbor Verizon on Excluded Verizon Assets which are securing any Spinco Liabilities. If such a termination or substitution is not effected by the Distribution Date, without the prior written consent of HarborVerizon, from and after the Distribution Date, Spinco shall not, and shall not permit any member of the Spinco Group to, renew or extend the term of, increase its obligations under, or transfer to a third party, any loan, lease, contract or other obligation for which a member of the Harbor Verizon Group is or may be liable or for which any Excluded Verizon Asset is or may be encumbered unless all obligations of the Harbor Verizon Group and all Encumbrances liens and encumbrances on any Excluded Verizon Asset with respect thereto are thereupon terminated by documentation reasonably satisfactory in form and substance to Harbor. Notwithstanding anything to the contrary herein, any action contemplated by this Section 7.3(a) shall be taken at Harbor’s sole cost and expense, and Harbor shall reimburse Spinco for any reasonable out-of-pocket costs and expenses incurred by it or any member of the Spinco Group following the Effective Time in connection with the release of Harbor Guarantees as contemplated by this Section 7.3(a). Spinco further agrees that to the extent Harbor or any of its Affiliates incurs any Losses in connection with such Harbor Guarantees on or after the Distribution Date, Spinco shall indemnify, defend and hold harmless Harbor against, and reimburse Harbor for, any and all Losses, including costs or expenses in connection with such Harbor Guarantees, including Harbor’s expenses in maintaining such Harbor Guarantees, whether or not any such Harbor Guarantee is drawn upon or required to be performed, and shall in any event promptly reimburse Harbor to the extent any Harbor Guarantee is called upon and Harbor or any of its Affiliates incurs any Losses in connection with the Harbor Guarantees; provided that, the foregoing indemnity shall not apply with respect to any out-of-pocket cost or expense to be borne by Harbor, as described in this Section 7.3(a)Verizon. (b) Harbor Verizon and Spinco shall, upon Spinco’s or Voyager’s request, cooperate, and shall cause their respective Groups to cooperate and use their respective commercially reasonable best efforts to: (x) terminate, or to cause a member of the Harbor Verizon Group to be substituted in all respects for any member of the Spinco Group in respect of, all obligations of any member of the Spinco Group under any Excluded Verizon Liabilities for which such member of the Spinco Group may be liable, as guarantor, original tenant, primary obligor or otherwise (including Excluded Verizon Liabilities under any Financial Instrument) (“Spinco Guarantees”), and (y) terminate, or to cause reasonably comparable substitute Excluded Verizon Assets to be substituted in all respects for any Spinco Assets in respect of, any liens or Encumbrances encumbrances on Spinco Assets which are securing any Excluded Verizon Liabilities. Notwithstanding anything to the contrary herein, all actions contemplated by this Section 7.3(b) shall be taken at Harbor’s sole cost and expense. Harbor further agrees that to the extent Spinco or any of its Affiliates incurs any Losses in connection with If such Spinco Guarantees on or after the Effective Time, Harbor shall indemnify, defend and hold harmless Spinco against, and reimburse Spinco for, any and all Losses, and shall in any event promptly reimburse Spinco to the extent any Spinco Guarantee is called upon and Spinco or any of its Affiliates incurs any Losses in connection with the Spinco Guarantees. (c) Following the date hereof, (i) Harbor will use its reasonable best efforts (and Spinco will cooperate with Harbor) to identify to Voyager and Spinco any items described in clauses (x) and (y) of each of (a) and (b) for purposes of a termination or substitution is not effected by the Distribution Date, without the prior written consent of such itemsSpinco, from and (ii) Harbor after the Distribution Date, Verizon shall not, and shall cause each not permit any member of the Harbor Verizon Group and to, renew or extend the term of, increase its obligations under, or transfer to a third party, any loan, lease, contract or other obligation for which a member of the Spinco Group not to, enter into is or may be liable or for which any additional Harbor Guarantees Spinco Asset is or Spinco Guarantees, in each case, without Voyager’s prior written consent, after disclosure may be encumbered unless all obligations of the terms Spinco Group and conditions thereof all liens and encumbrances on any Spinco Asset with respect thereto are thereupon terminated by documentation reasonably satisfactory in form and substance to Voyager or Spinco (as the case may be), and provided that any such Harbor Guarantees or Spinco Guarantees shall be subject to the terms of this Section 7.3. For the avoidance of doubt, Harbor shall not be required to bear any third party fees (other than out-of-pocket expenses of advisors and other similar out-of-pocket expenses incurred in seeking any such Consent or approval) that may be required in connection with obtaining any third-party Consents or approvals of Governmental Authorities relating to the termination or substitution of any Harbor Guarantees or Spinco GuaranteesSpinco.

Guarantee Obligations and Liens. (a) Harbor Seller and Spinco shall, upon Harbor’s or Voyager’s request, Buyer shall reasonably cooperate, and shall cause their respective Groups Subsidiaries to reasonably cooperate and use their respective reasonable best efforts to: (x) terminate, or to cause SpincoNewco, or the appropriate member of the Spinco Buyer Group, to be substituted in all respects for Harbor Seller or the applicable member of the Harbor Seller Group in respect of, all obligations of any member of the Harbor Seller Group under any Spinco Liabilities Assumed Liabilities, performance bonds or other financial underwriting identified by Harbor Seller for which such member of the Harbor Seller Group may be liable, as guarantor, original tenant, primary obligor or otherwise (including Spinco Liabilities under any Financial Instrument) (“Harbor Seller Guarantees”), and (y) terminate, or to cause reasonably comparable substitute Spinco Transferred Assets to be substituted in all respects for any Excluded Assets in respect of, any liens or Encumbrances identified by Harbor Seller on Excluded Assets which are securing any Spinco Assumed Liabilities. If such a termination or substitution is not effected by the Distribution Closing Date, without the prior written consent of HarborSeller, from and after the Distribution Closing Date, Spinco Buyer shall not, and shall not permit any member of the Spinco Buyer Group to, renew or extend the term of, increase its monetary obligations (or any other obligations for which Seller or any of its Affiliates might be liable) under, or transfer to a third party, any loan, lease, contract or other obligation for which a member of the Harbor Seller Group is or may be liable or for which any Excluded Asset is or may be encumbered unless all obligations of the Harbor Seller Group and all Encumbrances on any Excluded Asset with respect thereto are thereupon terminated by documentation reasonably satisfactory in form and substance to HarborSeller. Notwithstanding anything to the contrary herein, any action contemplated by this Section 7.3(a) shall be taken at Harbor’s sole cost and expense, and Harbor shall reimburse Spinco for any reasonable out-of-pocket costs and expenses incurred by it or any member of the Spinco Group following the Effective Time in connection with the release of Harbor Guarantees as contemplated by this Section 7.3(a). Spinco Buyer further agrees that to the extent Harbor Seller or any of its Affiliates incurs any Losses in connection with such Harbor Seller Guarantees on or after the Distribution Closing Date, Spinco Buyer shall indemnify, defend and hold harmless Harbor Seller against, and reimburse Harbor Seller for, any and all Losses, including costs or expenses in connection with such Harbor Seller Guarantees, including HarborSeller’s expenses in maintaining such Harbor Seller Guarantees, whether or not any such Harbor Seller Guarantee is drawn upon or required to be performed, and shall in any event promptly reimburse Harbor Seller to the extent any Harbor Seller Guarantee is called upon and Harbor Seller or any of its Affiliates incurs any Losses in connection with the Harbor Seller Guarantees; provided that, that the foregoing indemnity shall not apply with respect to any out-of-pocket cost or expense to be borne by HarborSeller, as described in this Section 7.3(a6.23(a). (b) Harbor Seller and Spinco shall, upon Spinco’s or Voyager’s request, Buyer shall reasonably cooperate, and shall cause their respective Groups Subsidiaries to reasonably cooperate and use their respective reasonable best efforts to: (x) terminate, or to cause a member of the Harbor Seller Group to be substituted in all respects for any member of the Spinco Group Transferred Company in respect of, all obligations of any member of the Spinco Group Transferred Company under any Excluded Liabilities for which such member of the Spinco Group Transferred Company may be liable, as guarantor, original tenant, primary obligor or otherwise (including Excluded Liabilities under any Financial Instrument) (“Spinco Transferred Company Guarantees”), and (y) terminate, or cause reasonably comparable substitute Excluded Assets to be substituted in all respects for any Spinco Transferred Assets in respect of, any liens or Encumbrances on Spinco Transferred Assets which are securing any Excluded Liabilities. Notwithstanding anything If such a termination or substitution is not effected by the Closing Date, without the prior written consent of Buyer, from and after the Closing Date, Seller shall not, and shall not permit any member of the Seller Group to, renew or extend the term of, increase its monetary obligations (or any other obligations for which Buyer or any of its Affiliates might be liable) under, or transfer to a third party, any loan, lease, contract or other obligation for which any of the contrary herein, Transferred Companies is or may be liable or for which any Transferred Asset is or may be encumbered unless all actions contemplated obligations of the Transferred Companies and all Encumbrances on any Transferred Asset with respect thereto are thereupon terminated by this Section 7.3(b) shall be taken at Harbor’s sole cost documentation reasonably satisfactory in form and expensesubstance to Buyer. Harbor Seller further agrees that to the extent Spinco or any of its Affiliates the Transferred Companies incurs any Losses in connection with such Spinco Transferred Company Guarantees on or after the Effective TimeClosing Date, Harbor Seller shall indemnify, defend and hold harmless Spinco the Transferred Companies against, and reimburse Spinco the Transferred Companies for, any and all Losses, and shall in any event promptly reimburse Spinco the Transferred Companies to the extent any Spinco Transferred Company Guarantee is called upon and Spinco or any of its Affiliates Transferred Company incurs any Losses in connection with the Spinco such Transferred Company Guarantees. (c) Following the date hereof, (i) Harbor will use its reasonable best efforts (and Spinco will cooperate with Harbor) to identify to Voyager and Spinco any items described in clauses (x) and (y) of each of (a) and (b) for purposes of termination or substitution of such items, and (ii) Harbor shall not, and shall cause each member of the Harbor Group and the Spinco Group not to, enter into any additional Harbor Guarantees or Spinco Guarantees, in each case, without Voyager’s prior written consent, after disclosure of the terms and conditions thereof to Voyager or Spinco (as the case may be), and provided that any such Harbor Guarantees or Spinco Guarantees shall be subject to the terms of this Section 7.3. For the avoidance of doubt, Harbor shall not be required to bear any third party fees (other than out-of-pocket expenses of advisors and other similar out-of-pocket expenses incurred in seeking any such Consent or approval) that may be required in connection with obtaining any third-party Consents or approvals of Governmental Authorities relating to the termination or substitution of any Harbor Guarantees or Spinco Guarantees.

Guarantee Obligations and Liens. (a) Harbor IP and Spinco shall, upon HarborIP’s or VoyagerUWWH’s request, cooperate, and shall cause their respective Groups to cooperate and use their respective reasonable best efforts to: (x) terminate, or to cause Spinco, or the appropriate member of the Spinco Group, to be substituted in all respects for Harbor IP or the applicable member of the Harbor IP Group in respect of, all obligations of any member of the Harbor IP Group under any Spinco Liabilities identified by Harbor IP for which such member of the Harbor IP Group may be liable, as guarantor, original tenant, primary obligor or otherwise (including Spinco Liabilities under any Financial Instrument) (“Harbor IP Guarantees”), and (y) terminate, or to cause reasonably comparable substitute Spinco Assets to be substituted in all respects for any Excluded Assets in respect of, any liens or Encumbrances identified by Harbor IP on Excluded Assets which are securing any Spinco Liabilities. If such a termination or substitution is not effected by the Distribution Date, without the prior written consent of HarborIP, from and after the Distribution Date, Spinco shall not, and shall not permit any member of the Spinco Group to, renew or extend the term of, increase its obligations under, or transfer to a third party, any loan, lease, contract or other obligation for which a member of the Harbor IP Group is or may be liable or for which any Excluded Asset is or may be encumbered unless all obligations of the Harbor IP Group and all Encumbrances on any Excluded Asset with respect thereto are thereupon terminated by documentation reasonably satisfactory in form and substance to HarborIP. Notwithstanding anything to the contrary herein, any action contemplated by this Section 7.3(a) and taken at IP’s request, shall be taken at HarborIP’s sole cost and expense, expense and Harbor IP shall reimburse Spinco for any reasonable out-of-pocket costs and expenses incurred by it or any member of the Spinco Group following the Effective Time in connection with the release of Harbor IP Guarantees as contemplated by this Section 7.3(a). Spinco further agrees that to the extent Harbor IP or any of its Affiliates incurs any Losses in connection with such Harbor IP Guarantees on or after the Distribution Date, Spinco shall indemnify, defend and hold harmless Harbor IP against, and reimburse Harbor IP for, any and all Losses, including costs or expenses in connection with such Harbor IP Guarantees, including HarborIP’s expenses in maintaining such Harbor IP Guarantees, whether or not any such Harbor IP Guarantee is drawn upon or required to be performed, and shall in any event promptly reimburse Harbor IP to the extent any Harbor IP Guarantee is called upon and Harbor IP or any of its Affiliates incurs any Losses in connection with the Harbor IP Guarantees; provided that, the foregoing indemnity shall not apply with respect to any out-of-pocket cost or expense to be borne by HarborIP, as described in this Section 7.3(a). (b) Harbor IP and Spinco shall, upon Spinco’s or VoyagerUWWH’s request, cooperate, and shall cause their respective Groups to cooperate and use their respective reasonable best efforts to: (x) terminate, or to cause a member of the Harbor IP Group to be substituted in all respects for any member of the Spinco Group in respect of, all obligations of any member of the Spinco Group under any Excluded Liabilities for which such member of the Spinco Group may be liable, as guarantor, original tenant, primary obligor or otherwise (including Excluded Liabilities under any Financial Instrument) (“Spinco Guarantees”), and (y) terminate, or to cause reasonably comparable substitute Excluded Assets to be substituted in all respects for any Spinco Assets in respect of, any liens or Encumbrances on Spinco Assets which are securing any Excluded Liabilities. Notwithstanding anything to the contrary herein, all actions contemplated by this Section 7.3(b) shall be taken at HarborIP’s sole cost and expense. Harbor IP further agrees that to the extent Spinco or any of its Affiliates incurs any Losses in connection with such Spinco Guarantees on or after the Effective Time, Harbor IP shall indemnify, defend and hold harmless Spinco against, and reimburse Spinco for, any and all Losses, and shall in any event promptly reimburse Spinco to the extent any Spinco Guarantee is called upon and Spinco or any of its Affiliates incurs any Losses in connection with the Spinco Guarantees. (c) Following the date hereof, (i) Harbor IP will use its reasonable best efforts (and Spinco will cooperate with HarborIP) to identify to Voyager UWWH and Spinco any items described in clauses (x) and (y) of each of (aSection 7.3(a) and (bSection 7.3(b) for purposes of termination or substitution of such items, and (ii) Harbor IP shall not, and shall cause each member of the Harbor IP Group and the Spinco Group not to, enter into any additional Harbor IP Guarantees or Spinco Guarantees, in each case, without VoyagerUWWH’s prior written consent, after disclosure of the terms and conditions thereof to Voyager UWWH or Spinco the Surviving Corporation (as the case may be), and provided that any such Harbor IP Guarantees or Spinco Guarantees shall be subject to the terms of this Section 7.3. For ; provided, however, that the avoidance of doubt, Harbor foregoing prohibition shall not be required apply to bear any third party fees (other than out-of-pocket expenses of advisors and other similar out-of-pocket expenses incurred in seeking new Lease or any such Consent amendment or approval) that may be required in connection with obtaining any third-party Consents or approvals of Governmental Authorities relating to the termination or substitution modification of any Harbor Guarantees or Spinco Guaranteesexisting Lease entered into following the date hereof in accordance with the terms of the Merger Agreement.

Guarantee Obligations and Liens. (a) Harbor Transferor and Spinco Issuer shall, upon Harbor’s or VoyagerTransferor’s request, cooperate, and shall cause their respective Groups Subsidiaries to cooperate and use their respective reasonable best efforts to: (x) terminate, or to cause Spinco, Issuer or the an appropriate member Subsidiary of the Spinco GroupIssuer, to be substituted in all respects for Harbor Transferor or the its applicable member of the Harbor Group Subsidiary in respect of, all obligations of Transferor or any member of its Subsidiaries under the Assumed Liabilities set forth on Section 5.16(a) of the Harbor Group under any Spinco Liabilities identified by Harbor Transferor Disclosure Schedule, or entered into after the date of this Agreement and prior to the Closing in the ordinary course consistent with the types of arrangements set forth on Section 5.16(a) of the Transferor Disclosure Schedule, for which Transferor or such member Subsidiary of the Harbor Group Transferor may be liable, as guarantor, original tenant, primary obligor or otherwise (including Spinco Liabilities under any Financial Instrument) (“Harbor Transferor Guarantees”), and (y) terminate, or to cause reasonably comparable substitute Spinco Transferred Assets to be substituted in all respects for any Excluded Assets in respect of, any liens or Encumbrances identified by Harbor Transferor on Excluded Assets which are securing any Spinco Assumed Liabilities. If such a termination or substitution is not effected by the Distribution Closing Date, without the prior written consent of HarborTransferor, from and after the Distribution Closing Date, Spinco Issuer shall not, and shall not permit any member of the Spinco Group its Subsidiaries to, renew or extend the term of, increase its obligations under, or transfer to a third party, any loan, lease, contract or other obligation for which a member Transferor or any of the Harbor Group its Subsidiaries is or may be liable or for which any Excluded Asset is or may be encumbered unless all obligations of the Harbor Group Transferor and its Subsidiaries and all Encumbrances on any Excluded Asset with respect thereto are thereupon terminated by documentation reasonably satisfactory in form and substance to HarborTransferor. Notwithstanding anything to the contrary herein, any action contemplated by this Section 7.3(a5.16(a) and taken at Transferor’s request, shall be taken at HarborTransferor’s sole cost and expense, expense and Harbor Transferor shall reimburse Spinco Issuer or GPI, as appropriate, for any reasonable out-of-pocket costs and expenses incurred by it or any member of the Spinco Group its Subsidiaries following the Effective Time Closing in connection with the release of Harbor Transferor Guarantees as contemplated by this Section 7.3(a5.16(a). Spinco GPI further agrees that to the extent Harbor Transferor or any of its Affiliates incurs any Losses in connection with such Harbor Transferor Guarantees on or after the Distribution Closing Date, Spinco GPI shall indemnify, defend and hold harmless Harbor Transferor against, and reimburse Harbor Transferor for, any and all Losses, including costs or expenses in connection with such Harbor Transferor Guarantees, including HarborTransferor’s expenses in maintaining such Harbor Transferor Guarantees, whether or not any such Harbor Transferor Guarantee is drawn upon or required to be performed, and shall in any event promptly reimburse Harbor Transferor to the extent any Harbor Transferor Guarantee is called upon and Harbor Transferor or any of its Affiliates incurs any Losses in connection with the Harbor Transferor Guarantees; provided that, the foregoing indemnity shall not apply with respect to any out-of-pocket cost or expense to be borne by HarborTransferor, as described in this Section 7.3(a5.16(a). (b) Harbor Transferor and Spinco Issuer shall, upon SpincoIssuer’s or VoyagerParent’s request, cooperate, and shall cause their respective Groups Subsidiaries to cooperate and use their respective reasonable best efforts to: (x) terminate, or to cause a member of the Harbor Group Transferor or its appropriate Subsidiary to be substituted in all respects for any member of the Spinco Group Issuer or its applicable Subsidiary in respect of, all obligations of Issuer or any member of the Spinco Group its Subsidiaries under any Excluded Liabilities for which Issuer or such member Subsidiary of the Spinco Group Issuer may be liable, as guarantor, original tenant, primary obligor or otherwise (including Excluded Liabilities under any Financial Instrument) (“Spinco Transferred Business Guarantees”), and (y) terminate, or to cause reasonably comparable substitute Excluded Assets to be substituted in all respects for any Spinco Transferred Assets in respect of, any liens or Encumbrances on Spinco Transferred Assets which are securing any Excluded Liabilities. Notwithstanding anything to the contrary herein, all actions contemplated by this Section 7.3(b5.16(b) shall be taken at HarborTransferor’s sole cost and expense. Harbor Transferor further agrees that to the extent Spinco Issuer or any of its Affiliates incurs any Losses in connection with such Spinco Transferred Business Guarantees on or after the Effective TimeClosing, Harbor Transferor shall indemnify, defend and hold harmless Spinco Issuer or such Affiliate against, and reimburse Spinco Issuer or such Affiliate for, any and all Losses, and shall in any event promptly reimburse Spinco Issuer or such Affiliate to the extent any Spinco Transferred Business Guarantee is called upon and Spinco Issuer or any of its Affiliates incurs any Losses in connection with the Spinco Transferred Business Guarantees. (c) Following the date hereof, (i) Harbor Transferor will use its reasonable best efforts (and Spinco will cooperate with Harbor) to identify to Voyager and Spinco Parent any items described in clauses (x) and (y) of each of (aSection 5.16(a) and (bSection 5.16(b) for purposes of termination or substitution of such items, and (ii) Harbor Transferor shall not, and shall cause each member of the Harbor Group and the Spinco Group its Subsidiaries not to, enter into any additional Harbor Transferor Guarantees or Spinco Transferred Business Guarantees, in each case, without VoyagerParent’s prior written consent, after disclosure of the terms and conditions thereof to Voyager or Spinco (as the case may be)Parent, and provided that any such Harbor Transferor Guarantees or Spinco Transferred Business Guarantees shall be subject to the terms of this Section 7.3. For 5.16; provided, however, that the avoidance of doubt, Harbor foregoing prohibition shall not be required apply to bear any third party fees (other than out-of-pocket expenses of advisors and other similar out-of-pocket expenses incurred in seeking new Lease or any such Consent amendment or approval) that may be required in connection with obtaining any third-party Consents or approvals of Governmental Authorities relating to the termination or substitution modification of any Harbor Guarantees or Spinco Guaranteesexisting Lease entered into following the date hereof in accordance with the terms of this Agreement.

Guarantee Obligations and Liens. (a) Harbor Buyer and Spinco shall, upon Harbor’s or Voyager’s request, cooperateParent shall cooperate and use reasonable best efforts to, and shall cause their respective Groups controlled Affiliates to cooperate and use their respective reasonable best efforts to: (x) terminate, or cause Spinco, Buyer or the appropriate member any of the Spinco Group, its Affiliates to be substituted in all respects for Harbor or Parent and its Affiliates (the applicable member of the Harbor Group “Parent Group”) in respect of, all obligations of any member of the Harbor Parent Group under any Spinco Assumed Liabilities identified by Harbor or Liabilities of a Purchased Entity or a Subsidiary of a Purchased Entity for which such member of the Harbor Parent Group may be liable, as guarantor, original tenant, primary obligor or otherwise (including Spinco Liabilities under any Financial Instrument) (“Harbor Guarantees”), and (y) terminate, or cause reasonably comparable substitute Spinco Purchased Assets or assets of the Purchased Entities or the Subsidiaries of the Purchased Entities to be substituted in all respects for any Excluded Assets in respect of, any liens or Encumbrances encumbrances identified by Harbor Parent on Excluded Assets which are securing any Spinco LiabilitiesAssumed Liabilities or Liabilities of a Purchased Entity or a Subsidiary of a Purchased Entity. If such a termination or substitution is not effected by the Distribution Date, without the prior written consent of Harbor, from From and after the Distribution Closing Date, Spinco Buyer shall not, and shall not permit any member of the Spinco Group its Affiliates to, renew or extend the term of, increase its obligations under, or transfer to a third party, any loan, lease, contract or other obligation for which a member of the Harbor Parent Group is or may be liable or for which any Excluded Asset is or may be encumbered unless all obligations of the Harbor Parent Group and all Encumbrances liens and encumbrances on any Excluded Asset with respect thereto are thereupon terminated by documentation reasonably satisfactory in form and substance to Harbor. Notwithstanding anything to the contrary herein, any action contemplated by this Section 7.3(a) shall be taken at Harbor’s sole cost and expense, and Harbor shall reimburse Spinco for any reasonable out-of-pocket costs and expenses incurred by it or any member of the Spinco Group following the Effective Time in connection with the release of Harbor Guarantees as contemplated by this Section 7.3(a). Spinco further agrees that to the extent Harbor or any of its Affiliates incurs any Losses in connection with such Harbor Guarantees on or after the Distribution Date, Spinco shall indemnify, defend and hold harmless Harbor against, and reimburse Harbor for, any and all Losses, including costs or expenses in connection with such Harbor Guarantees, including Harbor’s expenses in maintaining such Harbor Guarantees, whether or not any such Harbor Guarantee is drawn upon or required to be performed, and shall in any event promptly reimburse Harbor to the extent any Harbor Guarantee is called upon and Harbor or any of its Affiliates incurs any Losses in connection with the Harbor Guarantees; provided that, the foregoing indemnity shall not apply with respect to any out-of-pocket cost or expense to be borne by Harbor, as described in this Section 7.3(a)Parent. (b) Harbor and Spinco shall, upon Spinco’s or Voyager’s request, cooperate, and shall cause their respective Groups to cooperate and use their respective reasonable best efforts to: (x) terminate, or cause a member of the Harbor Group to be substituted in all respects for any member of the Spinco Group in respect of, all obligations of any member of the Spinco Group under any Excluded Liabilities for which such member of the Spinco Group may be liable, as guarantor, original tenant, primary obligor or otherwise (including Excluded Liabilities under any Financial Instrument) (“Spinco Guarantees”), and (y) terminate, or cause reasonably comparable substitute Excluded Assets to be substituted in all respects for any Spinco Assets in respect of, any liens or Encumbrances on Spinco Assets which are securing any Excluded Liabilities. Notwithstanding anything to the contrary herein, all actions contemplated by this Section 7.3(b) shall be taken at Harbor’s sole cost and expense. Harbor further agrees that to the extent Spinco or any of its Affiliates incurs any Losses in connection with such Spinco Guarantees on or after the Effective Time, Harbor shall indemnify, defend and hold harmless Spinco against, and reimburse Spinco for, any and all Losses, and shall in any event promptly reimburse Spinco to the extent any Spinco Guarantee is called upon and Spinco or any of its Affiliates incurs any Losses in connection with the Spinco Guarantees. (c) Following the date hereof, (i) Harbor will use its reasonable best efforts (and Spinco will cooperate with Harbor) to identify to Voyager and Spinco any items described in clauses (x) and (y) of each of (a) and (b) for purposes of termination or substitution of such items, and (ii) Harbor shall not, and shall cause each member of the Harbor Group and the Spinco Group not to, enter into any additional Harbor Guarantees or Spinco Guarantees, in each case, without Voyager’s prior written consent, after disclosure of the terms and conditions thereof to Voyager or Spinco (as the case may be), and provided that any such Harbor Guarantees or Spinco Guarantees shall be subject to the terms of this Section 7.3. For the avoidance of doubt, Harbor shall not be required to bear any third party fees (other than out-of-pocket expenses of advisors and other similar out-of-pocket expenses incurred in seeking any such Consent or approval) that may be required in connection with obtaining any third-party Consents or approvals of Governmental Authorities relating to the termination or substitution of any Harbor Guarantees or Spinco Guarantees.

Guarantee Obligations and Liens. (a) Harbor Seller and Spinco shall, upon Harbor’s or Voyager’s request, Buyer shall reasonably cooperate, and shall cause their respective Groups Subsidiaries to reasonably cooperate and use their respective reasonable best efforts to: (x) terminate, or to cause SpincoNewco, or the appropriate member of the Spinco Buyer Group, to be substituted in all respects for Harbor Seller or the applicable member of the Harbor Seller Group in respect of, all obligations of any member of the Harbor Seller Group under any Spinco Liabilities Assumed Liabilities, performance bonds or other financial underwriting identified by Harbor Seller for which such member of the Harbor Seller Group may be liable, as guarantor, original tenant, primary obligor or otherwise (including Spinco Liabilities under any Financial Instrument) (“Harbor Seller Guarantees”), and (y) terminate, or to cause reasonably comparable substitute Spinco Transferred Assets to be substituted in all respects for any Excluded Assets in respect of, any liens or Encumbrances identified by Harbor Seller on Excluded Assets which are securing any Spinco Assumed Liabilities. If such a termination or substitution is not effected by the Distribution Closing Date, without the prior written consent of HarborSeller, from and after the Distribution Closing Date, Spinco Buyer shall not, and shall not permit any member of the Spinco Buyer Group to, renew or extend the term of, increase its monetary obligations (or any other obligations for which Seller or any of its Affiliates might be liable) under, or transfer to a third party, any loan, lease, contract or other obligation for which a member of the Harbor Seller Group is or may be liable or for which any Excluded Asset is or may be encumbered unless all obligations of the Harbor Seller Group and all Encumbrances on any Excluded Asset with respect thereto are thereupon terminated by documentation reasonably satisfactory in form and substance to HarborSeller. Notwithstanding anything to the contrary herein, any action contemplated by this Section 7.3(a) shall be taken at Harbor’s sole cost and expense, and Harbor shall reimburse Spinco for any reasonable out-of-pocket costs and expenses incurred by it or any member of the Spinco Group following the Effective Time in connection with the release of Harbor Guarantees as contemplated by this Section 7.3(a). Spinco Buyer further agrees that to the extent Harbor Seller or any of its Affiliates incurs any Losses in connection with such Harbor Seller Guarantees on or after the Distribution Closing Date, Spinco Buyer shall indemnify, defend and hold harmless Harbor Seller against, and reimburse Harbor Seller for, any and all Losses, including costs or expenses in connection with such Harbor Seller Guarantees, including HarborSeller’s expenses in maintaining such Harbor Seller Guarantees, whether or not any such Harbor Seller Guarantee is drawn upon or required to be performed, and shall in any event promptly reimburse Harbor Seller to the extent any Harbor Seller Guarantee is called upon and Harbor Seller or any of its Affiliates incurs any Losses in connection with the Harbor Seller Guarantees; provided that, that the foregoing indemnity shall not apply with respect to any out-of-of- pocket cost or expense to be borne by HarborSeller, as described in this Section 7.3(a6.23(a). (b) Harbor Seller and Spinco shall, upon Spinco’s or Voyager’s request, Buyer shall reasonably cooperate, and shall cause their respective Groups Subsidiaries to reasonably cooperate and use their respective reasonable best efforts to: (x) terminate, or to cause a member of the Harbor Seller Group to be substituted in all respects for any member of the Spinco Group Transferred Company in respect of, all obligations of any member of the Spinco Group Transferred Company under any Excluded Liabilities for which such member of the Spinco Group Transferred Company may be liable, as guarantor, original tenant, primary obligor or otherwise (including Excluded Liabilities under any Financial Instrument) (“Spinco Transferred Company Guarantees”), and (y) terminate, or cause reasonably comparable substitute Excluded Assets to be substituted in all respects for any Spinco Transferred Assets in respect of, any liens or Encumbrances on Spinco Transferred Assets which are securing any Excluded Liabilities. Notwithstanding anything If such a termination or substitution is not effected by the Closing Date, without the prior written consent of Buyer, from and after the Closing Date, Seller shall not, and shall not permit any member of the Seller Group to, renew or extend the term of, increase its monetary obligations (or any other obligations for which Buyer or any of its Affiliates might be liable) under, or transfer to a third party, any loan, lease, contract or other obligation for which any of the contrary herein, Transferred Companies is or may be liable or for which any Transferred Asset is or may be encumbered unless all actions contemplated obligations of the Transferred Companies and all Encumbrances on any Transferred Asset with respect thereto are thereupon terminated by this Section 7.3(b) shall be taken at Harbor’s sole cost documentation reasonably satisfactory in form and expensesubstance to Buyer. Harbor Seller further agrees that to the extent Spinco or any of its Affiliates the Transferred Companies incurs any Losses in connection with such Spinco Transferred Company Guarantees on or after the Effective TimeClosing Date, Harbor Seller shall indemnify, defend and hold harmless Spinco the Transferred Companies against, and reimburse Spinco the Transferred Companies for, any and all Losses, and shall in any event promptly reimburse Spinco the Transferred Companies to the extent any Spinco Transferred Company Guarantee is called upon and Spinco or any of its Affiliates Transferred Company incurs any Losses in connection with the Spinco such Transferred Company Guarantees. (c) Following the date hereof, (i) Harbor will use its reasonable best efforts (and Spinco will cooperate with Harbor) to identify to Voyager and Spinco any items described in clauses (x) and (y) of each of (a) and (b) for purposes of termination or substitution of such items, and (ii) Harbor shall not, and shall cause each member of the Harbor Group and the Spinco Group not to, enter into any additional Harbor Guarantees or Spinco Guarantees, in each case, without Voyager’s prior written consent, after disclosure of the terms and conditions thereof to Voyager or Spinco (as the case may be), and provided that any such Harbor Guarantees or Spinco Guarantees shall be subject to the terms of this Section 7.3. For the avoidance of doubt, Harbor shall not be required to bear any third party fees (other than out-of-pocket expenses of advisors and other similar out-of-pocket expenses incurred in seeking any such Consent or approval) that may be required in connection with obtaining any third-party Consents or approvals of Governmental Authorities relating to the termination or substitution of any Harbor Guarantees or Spinco Guarantees.

Guarantee Obligations and Liens. (a) Harbor Verizon and Spinco shall, upon Harbor’s or VoyagerVerizon’s request, cooperate, and shall cause their respective Groups to cooperate and use their respective reasonable best efforts to: (x) terminate, or to cause Spinco, or as the appropriate member of the Spinco Group, to be substituted in all respects for Harbor Verizon or the applicable member of the Harbor Verizon Group in respect of, all obligations of any member of the Harbor Verizon Group under any Spinco Liabilities identified by Harbor Verizon for which such member of the Harbor Verizon Group may be liable, as guarantor, original tenant, primary obligor or otherwise (including any Spinco Liabilities under any Financial Instrumentfinancial instrument) (“Harbor Verizon Guarantees”), and (y) terminate, or to cause reasonably comparable substitute Spinco Assets to be substituted in all respects for any Excluded Verizon Assets in respect of, any liens or Encumbrances encumbrances identified by Harbor Verizon on Excluded Verizon Assets which are securing any Spinco Liabilities. If such a termination or substitution is not effected by the Distribution Date, without the prior written consent of HarborVerizon, from and after the Distribution Date, Spinco shall not, and shall not permit any member of the Spinco Group to, renew or extend the term of, increase its obligations under, or transfer to a third party, any loan, lease, contract or other obligation for which a member of the Harbor Verizon Group is or may be liable or for which any Excluded Verizon Asset is or may be encumbered unless all obligations of the Harbor Verizon Group and all Encumbrances liens and encumbrances on any Excluded Verizon Asset with respect thereto are thereupon terminated by documentation reasonably satisfactory in form and substance to Harbor. Notwithstanding anything to the contrary herein, any action contemplated by this Section 7.3(a) shall be taken at Harbor’s sole cost and expense, and Harbor shall reimburse Spinco for any reasonable out-of-pocket costs and expenses incurred by it or any member of the Spinco Group following the Effective Time in connection with the release of Harbor Guarantees as contemplated by this Section 7.3(a). Spinco further agrees that to the extent Harbor or any of its Affiliates incurs any Losses in connection with such Harbor Guarantees on or after the Distribution Date, Spinco shall indemnify, defend and hold harmless Harbor against, and reimburse Harbor for, any and all Losses, including costs or expenses in connection with such Harbor Guarantees, including Harbor’s expenses in maintaining such Harbor Guarantees, whether or not any such Harbor Guarantee is drawn upon or required to be performed, and shall in any event promptly reimburse Harbor to the extent any Harbor Guarantee is called upon and Harbor or any of its Affiliates incurs any Losses in connection with the Harbor Guarantees; provided that, the foregoing indemnity shall not apply with respect to any out-of-pocket cost or expense to be borne by Harbor, as described in this Section 7.3(a).Verizon.‌ (b) Harbor Verizon and Spinco shall, upon Spinco’s or Voyager’s request, cooperate, and shall cause their respective Groups to cooperate and use their respective reasonable best efforts to: (x) terminate, or to cause a member of the Harbor Verizon Group to be substituted in all respects for any member of the Spinco Group in respect of, all obligations of any member of the Spinco Group under any Excluded Verizon Liabilities for which such member of the Spinco Group may be liable, as guarantor, original tenant, primary obligor or otherwise (including Excluded Liabilities under any Financial InstrumentVerizon financial instrument) (“Spinco Guarantees”), and (y) terminate, or to cause reasonably comparable substitute Excluded Verizon Assets to be substituted in all respects for any Spinco Assets in respect of, any liens or Encumbrances encumbrances on Spinco Assets which are securing any Excluded Verizon Liabilities. Notwithstanding anything to the contrary herein, all actions contemplated by this Section 7.3(b) shall be taken at Harbor’s sole cost and expense. Harbor further agrees that to the extent Spinco or any of its Affiliates incurs any Losses in connection with If such Spinco Guarantees on or after the Effective Time, Harbor shall indemnify, defend and hold harmless Spinco against, and reimburse Spinco for, any and all Losses, and shall in any event promptly reimburse Spinco to the extent any Spinco Guarantee is called upon and Spinco or any of its Affiliates incurs any Losses in connection with the Spinco Guarantees. (c) Following the date hereof, (i) Harbor will use its reasonable best efforts (and Spinco will cooperate with Harbor) to identify to Voyager and Spinco any items described in clauses (x) and (y) of each of (a) and (b) for purposes of a termination or substitution is not effected by the Distribution Date, without the prior written consent of such itemsSpinco, from and (ii) Harbor after the Distribution Date, Verizon shall not, and shall cause each not permit any member of the Harbor Verizon Group and to, renew or extend the term of, increase its obligations under, or transfer to a third party, any loan, lease, contract or other obligation for which a member of the Spinco Group not to, enter into is or may be liable or for which any additional Harbor Guarantees Spinco Asset is or Spinco Guarantees, in each case, without Voyager’s prior written consent, after disclosure may be encumbered unless all obligations of the terms Spinco Group and conditions thereof all liens and encumbrances on any Spinco Asset with respect thereto are thereupon terminated by documentation reasonably satisfactory in form and substance to Voyager or Spinco (as the case may be), and provided that any such Harbor Guarantees or Spinco Guarantees shall be subject to the terms of this Section 7.3. For the avoidance of doubt, Harbor shall not be required to bear any third party fees (other than out-of-pocket expenses of advisors and other similar out-of-pocket expenses incurred in seeking any such Consent or approval) that may be required in connection with obtaining any third-party Consents or approvals of Governmental Authorities relating to the termination or substitution of any Harbor Guarantees or Spinco GuaranteesSpinco.

Guarantee Obligations and Liens. (a) Harbor Forest and Spinco shall, upon Harbor’s or Voyager’s request, cooperateshall use their commercially reasonable efforts, and shall cause their respective Groups to cooperate and use their respective commercially reasonable best efforts toefforts: (x) to terminate, or to cause Spinco, or the appropriate a member of the Spinco Group, Group to be substituted in all respects for Harbor or the applicable any member of the Harbor Forest Group in respect of, all obligations of any member of the Harbor Forest Group under any Spinco Liabilities identified by Harbor for which such member of the Harbor Forest Group may be liable, as guarantor, original tenant, primary obligor or otherwise (including Spinco Liabilities under any Financial Instrument) (“Harbor Guarantees”)otherwise, and (y) to terminate, or to cause reasonably comparable substitute Spinco Assets to be substituted in all respects for any Excluded Forest Assets in respect of, any liens or Encumbrances identified by Harbor encumbrances on Excluded Forest Assets which are securing any Spinco Liabilities. If such a termination or substitution is not effected by the Distribution Date: (i) Spinco shall indemnify and hold harmless the Forest Indemnitees for any Indemnifiable Loss arising from or relating thereto, and (ii) without the prior written consent of HarborForest, from and after the Distribution Date, Spinco shall not, and shall not permit any member of the Spinco Group to, renew or extend the term of, increase its obligations under, or transfer to a third party, any loan, lease, contract or other obligation for which a member of the Harbor Forest Group is or may be liable or for which any Excluded Forest Asset is or may be encumbered unless all obligations of the Harbor Forest Group and all Encumbrances liens and encumbrances on any Excluded Forest Asset with respect thereto are thereupon terminated by documentation reasonably satisfactory in form and substance to Harbor. Notwithstanding anything to the contrary herein, any action contemplated by this Section 7.3(a) shall be taken at Harbor’s sole cost and expense, and Harbor shall reimburse Spinco for any reasonable out-of-pocket costs and expenses incurred by it or any member of the Spinco Group following the Effective Time in connection with the release of Harbor Guarantees as contemplated by this Section 7.3(a). Spinco further agrees that to the extent Harbor or any of its Affiliates incurs any Losses in connection with such Harbor Guarantees on or after the Distribution Date, Spinco shall indemnify, defend and hold harmless Harbor against, and reimburse Harbor for, any and all Losses, including costs or expenses in connection with such Harbor Guarantees, including Harbor’s expenses in maintaining such Harbor Guarantees, whether or not any such Harbor Guarantee is drawn upon or required to be performed, and shall in any event promptly reimburse Harbor to the extent any Harbor Guarantee is called upon and Harbor or any of its Affiliates incurs any Losses in connection with the Harbor Guarantees; provided that, the foregoing indemnity shall not apply with respect to any out-of-pocket cost or expense to be borne by Harbor, as described in this Section 7.3(a)Forest. (b) Harbor Forest and Spinco shall, upon Spinco’s or Voyager’s request, cooperateshall use their commercially reasonable efforts, and shall cause their respective Groups to cooperate and use their respective commercially reasonable best efforts toefforts: (x) to terminate, or to cause a member of the Harbor Forest Group to be substituted in all respects for any member of the Spinco Group in respect of, all obligations of any member of the Spinco Group under any Excluded Forest Liabilities for which such member of the Spinco Group may be liable, as guarantor, original tenant, primary obligor or otherwise (including Excluded Liabilities under any Financial Instrument) (“Spinco Guarantees”)otherwise, and (y) to terminate, or to cause reasonably comparable substitute Excluded Forest Assets to be substituted in all respects for any Spinco Assets in respect of, any liens or Encumbrances encumbrances on Spinco Assets which are securing any Excluded Forest Liabilities. Notwithstanding anything to If such a termination or substitution is not effected by the contrary herein, all actions contemplated by this Section 7.3(bDistribution Date: (i) Forest shall be taken at Harbor’s sole cost and expense. Harbor further agrees that to the extent Spinco or any of its Affiliates incurs any Losses in connection with such Spinco Guarantees on or after the Effective Time, Harbor shall indemnify, defend indemnify and hold harmless Spinco against, and reimburse Spinco for, any and all Losses, and shall in any event promptly reimburse Spinco to the extent any Spinco Guarantee is called upon and Spinco or any of its Affiliates incurs any Losses in connection with the Spinco Guarantees. (c) Following the date hereof, (i) Harbor will use its reasonable best efforts (and Spinco will cooperate with Harbor) to identify to Voyager and Spinco Indemnitees for any items described in clauses (x) and (y) of each of (a) and (b) for purposes of termination Indemnifiable Loss arising from or substitution of such itemsrelating thereto, and (ii) Harbor without the prior written consent of Spinco, from and after the Distribution Date, Forest shall not, and shall cause each not permit any member of the Harbor Forest Group and to, renew or extend the term of, increase its obligations under, or transfer to a third party, any loan, lease, contract or other obligation for which a member of the Spinco Group not to, enter into is or may be liable or for which any additional Harbor Guarantees Spinco Asset is or Spinco Guarantees, in each case, without Voyager’s prior written consent, after disclosure may be encumbered unless all obligations of the terms Spinco Group and conditions thereof all liens and encumbrances on any Spinco Asset with respect thereto are thereupon terminated by documentation reasonably satisfactory in form and substance to Voyager or Spinco (as the case may be), and provided that any such Harbor Guarantees or Spinco Guarantees shall be subject to the terms of this Section 7.3. For the avoidance of doubt, Harbor shall not be required to bear any third party fees (other than out-of-pocket expenses of advisors and other similar out-of-pocket expenses incurred in seeking any such Consent or approval) that may be required in connection with obtaining any third-party Consents or approvals of Governmental Authorities relating to the termination or substitution of any Harbor Guarantees or Spinco GuaranteesSpinco.

Guarantee Obligations and Liens. (a) Harbor Verizon and Spinco shall, upon Harbor’s or Voyager’s Verizon's request, cooperate, and shall cause their respective Groups to cooperate and use their respective reasonable best efforts to: (x) terminate, or to cause Spinco, or as the appropriate member of the Spinco Group, to be substituted in all respects for Harbor Verizon or the applicable member of the Harbor Verizon Group in respect of, all obligations of any member of the Harbor Verizon Group under any Spinco Liabilities identified by Harbor Verizon for which such member of the Harbor Verizon Group may be liable, as guarantor, original tenant, primary obligor or otherwise (including any Spinco Liabilities under any Financial Instrumentfinancial instrument) (“Harbor "Verizon Guarantees”"), and (y) terminate, or to cause reasonably comparable substitute Spinco Assets to be substituted in all respects for any Excluded Verizon Assets in respect of, any liens or Encumbrances encumbrances identified by Harbor Verizon on Excluded Verizon Assets which are securing any Spinco Liabilities. If such a termination or substitution is not effected by the Distribution Date, without the prior written consent of HarborVerizon, from and after the Distribution Date, Spinco shall not, and shall not permit any member of the Spinco Group to, renew or extend the term of, increase its obligations under, or transfer to a third party, any loan, lease, contract or other obligation for which a member of the Harbor Verizon Group is or may be liable or for which any Excluded Verizon Asset is or may be encumbered unless all obligations of the Harbor Verizon Group and all Encumbrances liens and encumbrances on any Excluded Verizon Asset with respect thereto are thereupon terminated by documentation reasonably satisfactory in form and substance to Harbor. Notwithstanding anything to the contrary herein, any action contemplated by this Section 7.3(a) shall be taken at Harbor’s sole cost and expense, and Harbor shall reimburse Spinco for any reasonable out-of-pocket costs and expenses incurred by it or any member of the Spinco Group following the Effective Time in connection with the release of Harbor Guarantees as contemplated by this Section 7.3(a). Spinco further agrees that to the extent Harbor or any of its Affiliates incurs any Losses in connection with such Harbor Guarantees on or after the Distribution Date, Spinco shall indemnify, defend and hold harmless Harbor against, and reimburse Harbor for, any and all Losses, including costs or expenses in connection with such Harbor Guarantees, including Harbor’s expenses in maintaining such Harbor Guarantees, whether or not any such Harbor Guarantee is drawn upon or required to be performed, and shall in any event promptly reimburse Harbor to the extent any Harbor Guarantee is called upon and Harbor or any of its Affiliates incurs any Losses in connection with the Harbor Guarantees; provided that, the foregoing indemnity shall not apply with respect to any out-of-pocket cost or expense to be borne by Harbor, as described in this Section 7.3(a)Verizon. (b) Harbor Verizon and Spinco shall, upon Spinco’s or Voyager’s 's request, cooperate, and shall cause their respective Groups to cooperate and use their respective reasonable best efforts to: (x) terminate, or to cause a member of the Harbor Verizon Group to be substituted in all respects for any member of the Spinco Group in respect of, all obligations of any member of the Spinco Group under any Excluded Verizon Liabilities for which such member of the Spinco Group may be liable, as guarantor, original tenant, primary obligor or otherwise (including Excluded Liabilities under any Financial InstrumentVerizon financial instrument) (“"Spinco Guarantees”"), and (y) terminate, or to cause reasonably comparable substitute Excluded Verizon Assets to be substituted in all respects for any Spinco Assets in respect of, any liens or Encumbrances encumbrances on Spinco Assets which are securing any Excluded Verizon Liabilities. Notwithstanding anything to the contrary herein, all actions contemplated by this Section 7.3(b) shall be taken at Harbor’s sole cost and expense. Harbor further agrees that to the extent Spinco or any of its Affiliates incurs any Losses in connection with If such Spinco Guarantees on or after the Effective Time, Harbor shall indemnify, defend and hold harmless Spinco against, and reimburse Spinco for, any and all Losses, and shall in any event promptly reimburse Spinco to the extent any Spinco Guarantee is called upon and Spinco or any of its Affiliates incurs any Losses in connection with the Spinco Guarantees. (c) Following the date hereof, (i) Harbor will use its reasonable best efforts (and Spinco will cooperate with Harbor) to identify to Voyager and Spinco any items described in clauses (x) and (y) of each of (a) and (b) for purposes of a termination or substitution is not effected by the Distribution Date, without the prior written consent of such itemsSpinco, from and (ii) Harbor after the Distribution Date, Verizon shall not, and shall cause each not permit any member of the Harbor Verizon Group and to, renew or extend the term of, increase its obligations under, or transfer to a third party, any loan, lease, contract or other obligation for which a member of the Spinco Group not to, enter into is or may be liable or for which any additional Harbor Guarantees Spinco Asset is or Spinco Guarantees, in each case, without Voyager’s prior written consent, after disclosure may be encumbered unless all obligations of the terms Spinco Group and conditions thereof all liens and encumbrances on any Spinco Asset with respect thereto are thereupon terminated by documentation reasonably satisfactory in form and substance to Voyager or Spinco (as the case may be), and provided that any such Harbor Guarantees or Spinco Guarantees shall be subject to the terms of this Section 7.3. For the avoidance of doubt, Harbor shall not be required to bear any third party fees (other than out-of-pocket expenses of advisors and other similar out-of-pocket expenses incurred in seeking any such Consent or approval) that may be required in connection with obtaining any third-party Consents or approvals of Governmental Authorities relating to the termination or substitution of any Harbor Guarantees or Spinco GuaranteesSpinco.

Guarantee Obligations and Liens. (a) Harbor HP Co. and Spinco shall, upon Harbor’s or Voyager’s request, shall cooperate, and shall cause their respective Groups to cooperate and use their respective reasonable best efforts tocooperate: (x) to terminate, or to cause Spinco, or the appropriate a member of the Spinco Group, Group to be substituted in all respects for Harbor or the applicable any member of the Harbor HP Co. Group in respect of, all obligations of any member of the Harbor HP Co. Group under any Spinco Liabilities identified by Harbor for which such member of the Harbor HP Co. Group may be liable, as guarantor, original tenant, primary obligor or otherwise (including Spinco Liabilities under any Financial Instrument) (“Harbor Guarantees”)otherwise, and (y) to terminate, or to cause reasonably comparable substitute Spinco Assets to be substituted in all respects for any Excluded HP Co. Assets in respect of, any liens or Encumbrances identified by Harbor encumbrances on Excluded HP Co. Assets which are securing any Spinco Liabilities. If such a termination or substitution is not effected by the Distribution Date: (i) Spinco shall indemnify and hold harmless the HP Co. Indemnitees for any Indemnifiable Loss arising from or relating thereto, and (ii) without the prior written consent of HarborHP Co., from and after the Distribution Date, Spinco shall not, and shall not permit any member of the Spinco Group to, renew or extend the term of, increase its obligations under, or transfer to a third party, any loan, lease, contract or other obligation for which a member of the Harbor HP Co. Group is or may be liable or for which any Excluded HP Co. Asset is or may be encumbered unless all obligations of the Harbor HP Co. Group and all Encumbrances liens and encumbrances on any Excluded HP Co. Asset with respect thereto are thereupon terminated by documentation reasonably satisfactory in form and substance to Harbor. Notwithstanding anything to the contrary herein, any action contemplated by this Section 7.3(a) shall be taken at Harbor’s sole cost and expense, and Harbor shall reimburse Spinco for any reasonable out-of-pocket costs and expenses incurred by it or any member of the Spinco Group following the Effective Time in connection with the release of Harbor Guarantees as contemplated by this Section 7.3(a). Spinco further agrees that to the extent Harbor or any of its Affiliates incurs any Losses in connection with such Harbor Guarantees on or after the Distribution Date, Spinco shall indemnify, defend and hold harmless Harbor against, and reimburse Harbor for, any and all Losses, including costs or expenses in connection with such Harbor Guarantees, including Harbor’s expenses in maintaining such Harbor Guarantees, whether or not any such Harbor Guarantee is drawn upon or required to be performed, and shall in any event promptly reimburse Harbor to the extent any Harbor Guarantee is called upon and Harbor or any of its Affiliates incurs any Losses in connection with the Harbor Guarantees; provided that, the foregoing indemnity shall not apply with respect to any out-of-pocket cost or expense to be borne by Harbor, as described in this Section 7.3(a).HP Co. (b) Harbor HP Co. and Spinco shall, upon Spinco’s or Voyager’s request, shall cooperate, and shall cause their respective Groups to cooperate and use their respective reasonable best efforts tocooperate: (x) to terminate, or to cause a member of the Harbor HP Co. Group to be substituted in all respects for any member of the Spinco Group in respect of, all obligations of any member of the Spinco Group under any Excluded HP Co. Liabilities for which such member of the Spinco Group may be liable, as guarantor, original tenant, primary obligor or otherwise (including Excluded Liabilities under any Financial Instrument) (“Spinco Guarantees”)otherwise, and (y) to terminate, or to cause reasonably comparable substitute Excluded HP Co. Assets to be substituted in all respects for any Spinco Assets in respect of, any liens or Encumbrances encumbrances on Spinco Assets which are securing any Excluded HP Co. Liabilities. Notwithstanding anything to If such a termination or substitution is not effected by the contrary herein, all actions contemplated by this Section 7.3(bDistribution Date: (i) HP Co. shall be taken at Harbor’s sole cost and expense. Harbor further agrees that to the extent Spinco or any of its Affiliates incurs any Losses in connection with such Spinco Guarantees on or after the Effective Time, Harbor shall indemnify, defend indemnify and hold harmless Spinco against, and reimburse Spinco for, any and all Losses, and shall in any event promptly reimburse Spinco to the extent any Spinco Guarantee is called upon and Spinco or any of its Affiliates incurs any Losses in connection with the Spinco Guarantees. (c) Following the date hereof, (i) Harbor will use its reasonable best efforts (and Spinco will cooperate with Harbor) to identify to Voyager and Spinco Indemnitees for any items described in clauses (x) and (y) of each of (a) and (b) for purposes of termination Indemnifiable Loss arising from or substitution of such itemsrelating thereto, and (ii) Harbor without the prior written consent of Spinco, from and after the Distribution Date, HP Co. shall not, and shall cause each not permit any member of the Harbor HP Co. Group and to, renew or extend the term of, increase its obligations under, or transfer to a third party, any loan, lease, contract or other obligation for which a member of the Spinco Group not to, enter into is or may be liable or for which any additional Harbor Guarantees Spinco Asset is or Spinco Guarantees, in each case, without Voyager’s prior written consent, after disclosure may be encumbered unless all obligations of the terms Spinco Group and conditions thereof all liens and encumbrances on any Spinco Asset with respect thereto are thereupon terminated by documentation reasonably satisfactory in form and substance to Voyager or Spinco (as the case may be), and provided that any such Harbor Guarantees or Spinco Guarantees shall be subject to the terms of this Section 7.3. For the avoidance of doubt, Harbor shall not be required to bear any third party fees (other than out-of-pocket expenses of advisors and other similar out-of-pocket expenses incurred in seeking any such Consent or approval) that may be required in connection with obtaining any third-party Consents or approvals of Governmental Authorities relating to the termination or substitution of any Harbor Guarantees or Spinco GuaranteesSpinco.

Guarantee Obligations and Liens. (a) Harbor Verizon and Spinco shall, upon Harbor’s or VoyagerVerizon’s request, cooperate, and shall cause their respective Groups to cooperate and use their respective reasonable best efforts to: (x) terminate, or to cause Spinco, or as the appropriate member of the Spinco Group, to be substituted in all respects for Harbor Verizon or the applicable member of the Harbor Verizon Group in respect of, all obligations of any member of the Harbor Verizon Group under any Spinco Liabilities identified by Harbor Verizon for which such member of the Harbor Verizon Group may be liable, as guarantor, original tenant, primary obligor or otherwise (including any Spinco Liabilities under any Financial Instrumentfinancial instrument) (“Harbor Verizon Guarantees”), and (y) terminate, or to cause reasonably comparable substitute Spinco Assets to be substituted in all respects for any Excluded Verizon Assets in respect of, any liens or Encumbrances encumbrances identified by Harbor Verizon on Excluded Verizon Assets which are securing any Spinco Liabilities. If such a termination or substitution is not effected by the Distribution Date, without the prior written consent of HarborVerizon, from and after the Distribution Date, Spinco shall not, and shall not permit any member of the Spinco Group to, renew or extend the term of, increase its obligations under, or transfer to a third party, any loan, lease, contract or other obligation for which a member of the Harbor Verizon Group is or may be liable or for which any Excluded Verizon Asset is or may be encumbered unless all obligations of the Harbor Verizon Group and all Encumbrances liens and encumbrances on any Excluded Verizon Asset with respect thereto are thereupon terminated by documentation reasonably satisfactory in form and substance to Harbor. Notwithstanding anything to the contrary herein, any action contemplated by this Section 7.3(a) shall be taken at Harbor’s sole cost and expense, and Harbor shall reimburse Spinco for any reasonable out-of-pocket costs and expenses incurred by it or any member of the Spinco Group following the Effective Time in connection with the release of Harbor Guarantees as contemplated by this Section 7.3(a). Spinco further agrees that to the extent Harbor or any of its Affiliates incurs any Losses in connection with such Harbor Guarantees on or after the Distribution Date, Spinco shall indemnify, defend and hold harmless Harbor against, and reimburse Harbor for, any and all Losses, including costs or expenses in connection with such Harbor Guarantees, including Harbor’s expenses in maintaining such Harbor Guarantees, whether or not any such Harbor Guarantee is drawn upon or required to be performed, and shall in any event promptly reimburse Harbor to the extent any Harbor Guarantee is called upon and Harbor or any of its Affiliates incurs any Losses in connection with the Harbor Guarantees; provided that, the foregoing indemnity shall not apply with respect to any out-of-pocket cost or expense to be borne by Harbor, as described in this Section 7.3(a)Verizon. (b) Harbor Verizon and Spinco shall, upon Spinco’s or Voyager’s request, cooperate, and shall cause their respective Groups to cooperate and use their respective reasonable best efforts to: (x) terminate, or to cause a member of the Harbor Verizon Group to be substituted in all respects for any member of the Spinco Group in respect of, all obligations of any member of the Spinco Group under any Excluded Verizon Liabilities for which such member of the Spinco Group may be liable, as guarantor, original tenant, primary obligor or otherwise (including Excluded Liabilities under any Financial InstrumentVerizon financial instrument) (“Spinco Guarantees”), and (y) terminate, or to cause reasonably comparable substitute Excluded Verizon Assets to be substituted in all respects for any Spinco Assets in respect of, any liens or Encumbrances encumbrances on Spinco Assets which are securing any Excluded Verizon Liabilities. Notwithstanding anything to the contrary herein, all actions contemplated by this Section 7.3(b) shall be taken at Harbor’s sole cost and expense. Harbor further agrees that to the extent Spinco or any of its Affiliates incurs any Losses in connection with If such Spinco Guarantees on or after the Effective Time, Harbor shall indemnify, defend and hold harmless Spinco against, and reimburse Spinco for, any and all Losses, and shall in any event promptly reimburse Spinco to the extent any Spinco Guarantee is called upon and Spinco or any of its Affiliates incurs any Losses in connection with the Spinco Guarantees. (c) Following the date hereof, (i) Harbor will use its reasonable best efforts (and Spinco will cooperate with Harbor) to identify to Voyager and Spinco any items described in clauses (x) and (y) of each of (a) and (b) for purposes of a termination or substitution is not effected by the Distribution Date, without the prior written consent of such itemsSpinco, from and (ii) Harbor after the Distribution Date, Verizon shall not, and shall cause each not permit any member of the Harbor Verizon Group and to, renew or extend the term of, increase its obligations under, or transfer to a third party, any loan, lease, contract or other obligation for which a member of the Spinco Group not to, enter into is or may be liable or for which any additional Harbor Guarantees Spinco Asset is or Spinco Guarantees, in each case, without Voyager’s prior written consent, after disclosure may be encumbered unless all obligations of the terms Spinco Group and conditions thereof all liens and encumbrances on any Spinco Asset with respect thereto are thereupon terminated by documentation reasonably satisfactory in form and substance to Voyager or Spinco (as the case may be), and provided that any such Harbor Guarantees or Spinco Guarantees shall be subject to the terms of this Section 7.3. For the avoidance of doubt, Harbor shall not be required to bear any third party fees (other than out-of-pocket expenses of advisors and other similar out-of-pocket expenses incurred in seeking any such Consent or approval) that may be required in connection with obtaining any third-party Consents or approvals of Governmental Authorities relating to the termination or substitution of any Harbor Guarantees or Spinco GuaranteesSpinco.