Common use of Guarantee Obligations Clause in Contracts

Guarantee Obligations. (a) The Parties shall cooperate, and shall cause the applicable members of their respective Groups to cooperate, to terminate, or to cause Newmark or a member of the Newmark Group to be substituted in all respects for BGC Partners or a member of the BGC Partners Group in respect of, all obligations of BGC Partners or a member of the BGC Partners Group under any of the Transferred Liabilities for which BGC Partners or a member of the BGC Partners Group may be liable, as guarantor, original tenant, primary obligor or otherwise, except, in each case, for any Excluded Liability. If such a termination or substitution is not effected by the Effective Time, (i) the members of the Newmark Group shall indemnify and hold harmless the members of the BGC Partners Group for any Indemnifiable Losses arising from or relating thereto, and (ii) from and after the Effective Time, without BGC Partners’ prior written consent, Newmark shall not, and shall not permit any other member of its Group to, renew or extend the term of, increase its obligations under, or transfer to a Person other than a member of the Newmark Group, any Contract or other obligation for which BGC Partners or a member of the BGC Partners Group is or may be so liable. (b) The Parties shall cooperate, and shall cause the applicable members of their respective Groups to cooperate, to terminate, or to cause BGC Partners or a member of the BGC Partners Group to be substituted in all respects for Newmark or a member of the Newmark Group in respect of, all obligations of Newmark or a member of the Newmark Group under any of the Excluded Liabilities for which Newmark or a member of the Newmark Group may be liable, as guarantor, original tenant, primary obligor or otherwise, except, in each case, for any Transferred Liability. If such a termination or substitution is not effected by the Effective Time, (i) the members of the BGC Partners Group shall indemnify and hold harmless the members of the Newmark Group for any Indemnifiable Losses arising from or relating thereto, and (ii) from and after the Effective Time, without Newmark’s prior written consent, BGC Partners shall not, and shall not permit any other member of its Group to, renew or extend the term of, increase its obligations under, or transfer to a Person other than a member of the BGC Partners Group , any Contract or other obligation for which Newmark or a member of the Newmark Group is or may be so liable.

Guarantee Obligations. (ai) The Parties AXP and Ameriprise shall cooperate, and shall cause the applicable members of their respective Groups to cooperate, to terminate, or to cause Newmark or a member of the Newmark AXP Group to be substituted in all respects for BGC Partners or a any member of the BGC Partners Ameriprise Group in respect of, all obligations of BGC Partners or a such member of the BGC Partners Ameriprise Group under any of the Transferred Liabilities AXP Liability for which BGC Partners or a such member of the BGC Partners Ameriprise Group may be liable, as guarantor, original tenant, primary obligor or otherwise, except, in each case, for any Excluded Liability. If such a termination or substitution is not effected by the Effective TimeDistribution Date, (iA) the members of the Newmark Group AXP shall indemnify and hold harmless the members of the BGC Partners Group Ameriprise Indemnified Party for any Indemnifiable Losses Liability arising from or relating thereto, thereto and (iiB) without the prior written consent of Ameriprise, from and after the Effective TimeDistribution Date, without BGC Partners’ prior written consent, Newmark AXP shall not, and shall not permit any other member of the AXP Group or any of its Group Affiliates to, amend, renew or extend the term of, increase its obligations under, or transfer to a Person other than a member of the Newmark Groupthird Person, any Contract loan, lease, contract or other obligation for which BGC Partners or a any member of the BGC Partners Ameriprise Group is or may be so liable, unless all obligations of the Ameriprise Group with respect thereto are thereupon terminated by documentation reasonably satisfactory in form and substance to Ameriprise; provided, that the limitations in clause (B) shall not apply in the event that a member of the AXP Group obtains a letter of credit from a financial institution reasonably acceptable to Ameriprise and for the benefit of any member of the Ameriprise Group with respect to such obligation of the Ameriprise Group. (bii) The Parties AXP and Ameriprise shall cooperate, and shall cause the applicable members of their respective Groups to cooperate, to terminate, or to cause BGC Partners or a member of the BGC Partners Ameriprise Group to be substituted in all respects for Newmark or a any member of the Newmark AXP Group in respect of, all obligations of Newmark or a such member of the Newmark AXP Group under any of the Excluded Liabilities Ameriprise Liability for which Newmark or a such member of the Newmark AXP Group may be liable, as guarantor, original tenant, primary obligor or otherwise, except, in each case, for any Transferred Liability. If such a termination or substitution is not effected by the Effective TimeDistribution Date, (iA) the members of the BGC Partners Group Ameriprise shall indemnify and hold harmless the members of the Newmark Group AXP Indemnified Party for any Indemnifiable Losses Liability arising from or relating thereto, thereto and (iiB) without the prior written consent of AXP, from and after the Effective TimeDistribution Date, without Newmark’s prior written consent, BGC Partners Ameriprise shall not, and shall not permit any other member of its the Ameriprise Group to, amend, renew or extend the term of, increase its obligations under, or transfer to a Person other than a member of the BGC Partners Group third Person, any Contract loan, lease, contract or other obligation for which Newmark or a any member of the Newmark AXP Group is or may be so liable, unless all obligations of the AXP Group with respect thereto are thereupon terminated by documentation reasonably satisfactory in form and substance to AXP; provided, that the limitations in clause (B) shall not apply in the event that a member of the Ameriprise Group obtains a letter of credit from a financial institution reasonably acceptable to AXP and for the benefit of any member of the AXP Group with respect to such obligation of the AXP Group.

Guarantee Obligations. (a) The Parties Lazard Group and LFCM shall cooperate, and shall cause the applicable members of their respective Groups to cooperate, to terminate, or to cause Newmark or a member of the Newmark Lazard Group Company to be substituted in all respects for BGC Partners or a member of the BGC Partners Group any LFCM Company in respect of, all obligations of BGC Partners or a member of the BGC Partners Group any LFCM Company under any of the Transferred Lazard Group Liabilities for which BGC Partners or a member of the BGC Partners Group such LFCM Company may be liable, as guarantor, original tenant, primary obligor or otherwise, except, in each case, for any Excluded Liability. If such a termination or substitution is not effected by the Effective Distribution Time, (i) the members of the Newmark Lazard Group shall indemnify and hold harmless the members of the BGC Partners Group LFCM Indemnitees for any Indemnifiable Losses Loss arising from or relating thereto, and (ii) without the prior written consent of LFCM, from and after the Effective Distribution Time, without BGC Partners’ prior written consent, Newmark Lazard Group shall not, and shall not permit any other member of its Lazard Group Company to, renew or extend the term of, increase its obligations under, or transfer to a Person other than a member of the Newmark Groupthird party, any Contract loan, lease, contract or other obligation for which BGC Partners or a member of the BGC Partners Group any LFCM Company is or may be so liableliable unless all obligations of the LFCM Companies with respect thereto are thereupon terminated by documentation reasonably satisfactory in form and substance to LFCM; provided, that the limitations contained in clause (ii) shall not apply in the event that a Lazard Group Company obtains a letter of credit from a financial institution reasonably acceptable to LFCM and for the benefit of LFCM with respect to such obligation of the LFCM Companies. (b) The Parties Lazard Group and LFCM shall cooperate, and shall cause the applicable members of their respective Groups to cooperate, to terminate, or to cause BGC Partners or a member of the BGC Partners Group an LFCM Company to be substituted in all respects for Newmark or a member of the Newmark any Lazard Group Company in respect of, all obligations of Newmark or a member of the Newmark any Lazard Group Company under any of the Excluded LFCM Liabilities for which Newmark or a member of the Newmark such Lazard Group Company may be liable, as guarantor, original tenant, primary obligor or otherwise, except, in each case, for any Transferred Liability. If such a termination or substitution is not effected by the Effective Distribution Time, (i) the members of the BGC Partners Group LFCM shall indemnify and hold harmless the members of the Newmark Lazard Group Indemnitees for any Indemnifiable Losses Loss arising from or relating thereto, and (ii) without the prior written consent of Lazard Group, from and after the Effective Distribution Time, without Newmark’s prior written consent, BGC Partners LFCM shall not, and shall not permit any other member of its Group LFCM Company to, renew or extend the term of, increase its obligations under, or transfer to a Person other than a member of the BGC Partners Group third party, any Contract loan, lease, contract or other obligation for which Newmark or a member of the Newmark any Lazard Group Company is or may be so liableliable unless all obligations of the Lazard Group Companies with respect thereto are thereupon terminated by documentation reasonably satisfactory in form and substance to Lazard Group; provided, that the limitations contained in clause (ii) shall not apply in the event that an LFCM Company obtains a letter of credit from a financial institution reasonably acceptable to Lazard Group and for the benefit of Lazard Group with respect to such obligation of the Lazard Group Companies.

Guarantee Obligations. (a) The Parties MII and B&W shall cooperate, cooperate and B&W shall cause the applicable members of their respective Groups to cooperate, use its commercially reasonable efforts to terminate, or to cause Newmark B&W, one of its Subsidiaries, or a member one of the Newmark Group its Affiliates (other than, if applicable, MII or any of its Subsidiaries) to be substituted in all respects for BGC Partners or a member MII and any of the BGC Partners Group its Subsidiaries in respect of, all obligations of BGC Partners MII or a member any of its Subsidiaries under any loan, financing, lease, Contract or other obligation (other than Surety Instruments governed by Section 6.7) in existence as of the BGC Partners Group under Distribution Time pertaining to the B&W Business for which MII or any of the Transferred Liabilities for which BGC Partners its Subsidiaries is or a member of the BGC Partners Group may be liable, liable as guarantor, original tenant, primary obligor or otherwise, except, in each case, for any Excluded Liabilityguarantor (“MII Guarantees”). If such a termination or substitution is not effected by the Effective Distribution Time, (i) the members of the Newmark Group B&W shall indemnify and hold harmless the members of the BGC Partners MII Group for any Indemnifiable Losses arising from or relating thereto, to MII Guarantees and (ii) from and neither MII nor any of its Subsidiaries will have any obligation to renew any MII Guarantees after the Effective Timeexpiration of such MII Guarantees. To the extent that MII or any of its Subsidiaries have performance obligations under any MII Guarantee, without BGC Partners’ prior written consent, Newmark shall notB&W will use its commercially reasonable efforts to (i) perform such obligations on behalf of MII and its Subsidiaries or (ii) otherwise take such action as reasonably requested by MII so as to put MII and its Subsidiaries in the same position as if B&W, and shall not permit any other member of MII and its Group toSubsidiaries, renew had performed or extend the term of, increase its obligations under, or transfer to a Person other than a member of the Newmark Group, any Contract or other obligation for which BGC Partners or a member of the BGC Partners Group were performing such obligations. If B&W is or may be so liable. (b) The Parties shall cooperate, and shall cause the applicable members of their respective Groups to cooperate, to terminate, or to cause BGC Partners or a member of the BGC Partners Group unable to be substituted in all respects for Newmark or a member of the Newmark Group in respect of, all obligations of Newmark or a member of the Newmark Group under any of the Excluded Liabilities for which Newmark or MII Guarantees within ten days after a member Change of the Newmark Group may Control of B&W, B&W will cause letters of credit to be liableissued to MII (or, as guarantorapplicable, original tenant, primary obligor the Subsidiaries of MII that are directly or otherwise, exceptcontingently liable with respect thereto) by one or more financial institutions reasonably acceptable to MII to provide, in each case, for MII (or, as applicable, its Subsidiaries) with prompt cash reimbursement, in full, in the event of any Transferred Liability. If such a termination event giving rise to any payment obligation on the part of MII or substitution is not effected by the Effective Time, (i) the members of the BGC Partners Group shall indemnify and hold harmless the members of the Newmark Group for any Indemnifiable Losses arising from or relating thereto, and (ii) from and after the Effective Time, without Newmark’s prior written consent, BGC Partners shall not, and shall not permit any other member of its Group toSubsidiaries with respect to any such MII Guarantee, renew for so long as such MII Guarantees remain outstanding or extend the term of, increase its obligations under, or transfer to a Person other than a member of the BGC Partners Group , any Contract or other obligation for which Newmark or a member of the Newmark Group is or may be so liablein effect.

Guarantee Obligations. (a) The Parties Noble and Paragon shall cooperate, cooperate and Paragon shall cause the applicable members of their respective Groups to cooperate, use its best efforts to terminate, or to cause Newmark Paragon, one of its Subsidiaries, or a member one of the Newmark Group its Affiliates to be substituted in all respects for BGC Partners or a Noble and any other member of the BGC Partners Noble Group in respect of, all obligations of BGC Partners Noble or a any other member of the BGC Partners Noble Group under any Contract (other than Surety Instruments governed by Section 6.8) in existence as of the Transferred Liabilities Distribution Date pertaining to the Paragon Business for which BGC Partners Noble or a any other member of the BGC Partners Noble Group is or may be liable, liable as guarantor, original tenant, primary obligor or otherwise, except, in each case, for any Excluded Liabilityguarantor (“Noble Guarantees”). If such a termination or substitution is not effected by the Effective TimeDistribution Date, (i) the members of the Newmark Group Paragon shall indemnify and hold harmless the members of the BGC Partners Noble Group for any Indemnifiable Losses arising from or relating theretoto Noble Guarantees, and (ii) from and after the Effective Time, without BGC Partners’ prior written consent, Newmark shall not, and shall not permit neither Noble nor any other member of its the Noble Group to, will have any obligation to renew any Noble Guarantees after the expiration of such Noble Guarantees. To the extent that Noble or extend the term of, increase its obligations under, or transfer to a Person any other than a member of the Newmark GroupNoble Group have performance obligations under any Noble Guarantee, any Contract or Paragon will use its best efforts to (i) perform such obligations on behalf of Noble and the other obligation for which BGC Partners or a member of the BGC Partners Noble Group is or may be (ii) otherwise take such action as requested by Noble so liable. (b) The Parties shall cooperate, as to put Noble and shall cause the applicable members of their respective Groups to cooperate, to terminate, or to cause BGC Partners or a other member of the BGC Partners Noble Group in the same position as if Paragon, and not Noble and the other member of the Noble Group, had performed or were performing such obligations. If Paragon is unable to be substituted in all respects for Newmark or any of the Noble Guarantees within 10 days after a Change of Control of Paragon, upon the request of Noble, Paragon will cause letters of credit to be issued to Noble (or, as applicable, the other member of the Newmark Noble Group in that are directly or contingently liable with respect of, all obligations of Newmark thereto) by one or a member of the Newmark Group under any of the Excluded Liabilities for which Newmark or a member of the Newmark Group may be liable, as guarantor, original tenant, primary obligor or otherwise, exceptmore financial institutions reasonably acceptable to Noble to provide, in each case, for Noble (or, as applicable, any Transferred Liability. If such a termination or substitution is not effected by the Effective Time, (i) the members member of the BGC Partners Group shall indemnify and hold harmless Noble Group) with prompt cash reimbursement, in full, in the members event of any event giving rise to any payment obligation on the Newmark Group for any Indemnifiable Losses arising from part of Noble or relating thereto, and (ii) from and after the Effective Time, without Newmark’s prior written consent, BGC Partners shall not, and shall not permit any other member of its the Noble Group towith respect to any such Noble Guarantee, renew for so long as such Noble Guarantees remain outstanding or extend in effect. (b) To the term ofextent covenants and agreements contained in any Contract (including any loan or credit agreement, increase its obligations under, indenture or transfer other financing document) in effect on the date of this Agreement (or any successor agreement) to a Person other than a which any member of the BGC Partners Noble Group is a party require, or require such party to cause, any Contract or other obligation for which Newmark or a member of the Newmark Paragon Group is to take or may be so liablerefrain from taking any action, or provides for a default or event of default or would result in the creation or maintenance of any Lien on any Noble Asset or Paragon Asset if any member of the Paragon Group takes or refrains from taking any action, such member of the Paragon Group shall at all times prior to the Distribution Date, take or refrain from taking any such action as would result in a breach or violation of, or a default, or the creation or maintenance of any such Lien, under such agreement.

Guarantee Obligations. (a) The Parties Prior to and from and after the Assumption Time, Parent and Spinco shall cooperate, and shall cause the applicable members of use their respective Groups to cooperate, to terminate, or reasonable best efforts to cause Newmark or a Parent and each member of the Newmark Parent Group to be substituted in all respects for BGC Partners released, effective from and after the Assumption Time, from any obligations to guarantee or a otherwise support any liabilities or obligations of any member of the BGC Partners Spinco Group, including guarantee of performance (the “Guarantees”), including through the substitution of such Guarantees by Parent or such members of the Parent Group in respect ofwith replacement guarantees by Spinco (or, all obligations if acceptable to the beneficiary of BGC Partners or such a Guarantee, another member of the BGC Partners Group under any of Spinco Group). Without limiting the Transferred Liabilities for which BGC Partners or a foregoing, Spinco agrees that it shall cause Parent and each member of the BGC Partners Parent Group may to be liablereleased from all such Guarantees not later than 24 months after the Assumption Time, as guarantorincluding by way of termination of the applicable contract, original tenant, primary obligor or otherwise, except, in each case, for any Excluded Liability. If but only if such a release and termination or substitution is not effected by permitted without liability under such applicable contract. (b) From and after the Effective Assumption Time, (i) the members neither Parent nor any member of the Newmark Parent Group shall indemnify and hold harmless have any obligation to extend, renew or increase the members principal amount of the BGC Partners Group for any Indemnifiable Losses arising from Guarantee or relating theretocreate or enter into any new or additional Guarantee, and (ii) from and after the Effective Time, without BGC Partners’ prior written consent, Newmark shall not, and Spinco shall not permit increase the amount of any Guarantee by Spinco or any other member of its Group tothe Spinco Group, renew or extend any expiration date of any such Guarantee, extend the term ofperiod of time for presentation of documents or demands under any such Guarantee, increase its obligations underagree to any substitution of any such Guarantee, or transfer agree to a Person any creation, amendment, supplement, waiver or other than modification of any such Guarantee provided that the limitations in clause (ii) shall not apply in the event that a member of the Newmark Group, any Contract or other Spinco Group obtains a letter of credit from a financial institution reasonably acceptable to Parent and for the benefit of Parent with respect to such obligation for which BGC Partners or a member of the BGC Partners Group is or may be so liableParent Group. (bc) The Parties Spinco shall cooperate, reimburse and shall cause the applicable members of their respective Groups to cooperate, to terminate, or to cause BGC Partners or a member of the BGC Partners Group to be substituted in all respects for Newmark or a member of the Newmark Group in respect of, all obligations of Newmark or a member of the Newmark Group under any of the Excluded Liabilities for which Newmark or a member of the Newmark Group may be liable, as guarantor, original tenant, primary obligor or otherwise, except, in each case, for any Transferred Liability. If such a termination or substitution is not effected by the Effective Time, (i) the members of the BGC Partners Group shall otherwise indemnify and hold harmless Parent for the members full amount of all payments made or products or services delivered to third parties under any Guarantee not terminated prior to the Newmark Group for any Indemnifiable Losses arising from or relating thereto, and (ii) from and after the Effective Assumption Time, without Newmark’s prior which reimbursement shall be made by wire transfer of immediately available funds in the full amount of any such payment or delivery. Any such reimbursement shall be made within ten (10) days after written consent, BGC Partners shall not, and shall not permit any other member of its Group to, renew or extend the term of, increase its obligations under, or transfer to a Person other than a member of the BGC Partners Group , any Contract or other obligation for which Newmark or a member of the Newmark Group is or may be so liabledemand by Parent.

Guarantee Obligations. (a) The Parties Fresenius AG and FWD Indemnitor shall cooperate, and shall cause the applicable members of their respective Groups to cooperate, to terminate, or to cause Newmark or a member of the Newmark FWD Business Group to be substituted in all respects for BGC Partners or a any member of the BGC Partners Fresenius AG Group in respect of, all obligations of BGC Partners or a any member of the BGC Partners Fresenius AG Group under any loan, financing, lease, contract, or other obligation in existence as of the Transferred Liabilities Contribution Date pertaining to the FWD Business for which BGC Partners or a such member of the BGC Partners Fresenius AG Group may be liable, as guarantor, original tenant, primary obligor or otherwise, except, in each case, for any Excluded Liability. If such a termination or substitution is not effected by the Effective TimeContribution Date, (i1) the members of the Newmark Group FWD Indemnitor shall indemnify and hold harmless the members of the BGC Partners Group Fresenius AG Indemnitees for any Indemnifiable Losses Loss arising from or relating thereto, and (ii2) without the prior written consent of the Chief Financial Officer, Treasurer or any Assistant Treasurer of Fresenius AG, from and after the Effective TimeContribution Date, without BGC Partners’ prior written consent, Newmark FWD Indemnitor shall not, and shall not permit any other member of the FWD Business Group or any of 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 any member of the Fresenius AG Group is or may be liable unless all obligations of the Fresenius AG Group with respect thereto are thereupon terminated by documentation reasonably satisfactory in form and substance to the Chief Financial Officer, Treasurer or any Assistant Treasurer of Fresenius AG. (b) Fresenius AG and FWD Indemnitor shall cooperate, and shall cause their respective Groups to cooperate, to terminate, or to cause a member of the Fresenius AG Group to be substituted in all respects for any member of the FWD Business Group in respect of, all obligations of any member of the FWD Business Group under any loan, financing, lease, contract or other obligation in existence as of the Contribution Date pertaining to the Fresenius AG Business for which such member of the FWD Business Group may be liable, as guarantor, original tenant, primary obligor or otherwise. If such a termination or substitution is not effected by the Contribution Date, (1) Fresenius AG shall indemnify and hold harmless the FWD Business Indemnitees for any Indemnifiable Loss arising from or relating thereto, and (2) without the prior written consent of the Chief Financial Officer, Treasurer or any Assistant Treasurer of FWD Indemnitor, from and after the Contribution Date, Fresenius AG shall not, and shall not permit any member of the Fresenius AG Group to, renew or extend the term of, increase its obligations under, or transfer to a Person other than a member of the Newmark Groupthird party, any Contract loan, lease, contract or other obligation for which BGC Partners or a any member of the BGC Partners FWD Business Group is or may be so liable. (b) The Parties shall cooperate, and shall cause the applicable members of their respective Groups to cooperate, to terminate, or to cause BGC Partners or a member of the BGC Partners Group to be substituted in all respects for Newmark or a member of the Newmark Group in respect of, liable unless all obligations of Newmark the FWD Business Group with respect thereto are thereupon terminated by documentation reasonably satisfactory in form and substance to the Chief Financial Officer, Treasurer or a member any Assistant Treasurer of the Newmark Group under any of the Excluded Liabilities for which Newmark or a member of the Newmark Group may be liable, as guarantor, original tenant, primary obligor or otherwise, except, in each case, for any Transferred Liability. If such a termination or substitution is not effected by the Effective Time, (i) the members of the BGC Partners Group shall indemnify and hold harmless the members of the Newmark Group for any Indemnifiable Losses arising from or relating thereto, and (ii) from and after the Effective Time, without Newmark’s prior written consent, BGC Partners shall not, and shall not permit any other member of its Group to, renew or extend the term of, increase its obligations under, or transfer to a Person other than a member of the BGC Partners Group , any Contract or other obligation for which Newmark or a member of the Newmark Group is or may be so liableFWD Indemnitor.

Guarantee Obligations. (a) The Parties shall cooperateNew News Corporation shall, and shall cause the applicable members of their respective Groups the New News Corporation Group to, (i) other than with regard to cooperatethe obligations as set forth on Schedule 2.02(f), use commercially reasonable efforts to terminate, or to cause Newmark or a member of the Newmark New News Corporation Group to be substituted in all respects for BGC Partners or a any member of the BGC Partners Remainco Group in respect of, all obligations of BGC Partners or a such member of the BGC Partners Remainco Group under any of the Transferred Liabilities Separated Liability for which BGC Partners or a such member of the BGC Partners Remainco Group may be liable, liable as guarantor, original tenant, primary obligor or otherwise, except, in each case, for any Excluded Liability. If such a termination or substitution is not effected by the Effective Time, (i) the members otherwise as of the Newmark Group shall Distribution Date (each, including for the avoidance of doubt the obligations set forth on Schedule 2.02(f) a “Guaranty Obligation”), and (ii)(A) indemnify and hold harmless the members of the BGC Partners Group Remainco Indemnified Party for any Indemnifiable Losses Liability arising from or relating thereto, to any Guaranty Obligation and (iiB) not, without the prior written consent of Remainco, from and after the Effective TimeDistribution, without BGC Partners’ prior written consent, Newmark shall not, and shall not permit any other member of its Group toamend, renew or extend the term of, increase its obligations under, or transfer to a Person other than a member of the Newmark Groupthird Person, any loan, lease, Contract or other obligation for which BGC Partners or a any member of the BGC Partners Remainco Group is or may be so liable. , unless such amendments do not increase the financial obligations of the Remainco Group and/or extend the term of any existing obligations; provided, that the limitations in clause (bB) The Parties shall cooperate, and shall cause not apply in the applicable members of their respective Groups to cooperate, to terminate, or to cause BGC Partners or event that a member of the BGC Partners New News Corporation Group obtains a letter of credit from a financial institution reasonably acceptable to be substituted in all respects Remainco and for Newmark or a the benefit of any member of the Newmark Remainco Group in with respect ofto such Guaranty Obligation. Notwithstanding the foregoing, all obligations of Newmark or a member of the Newmark Group under Guaranty Obligations shall not include any of the Excluded Liabilities for items set forth on Schedule 2.02(j), which Newmark or a member of the Newmark Group may shall be liable, as guarantor, original tenant, primary obligor or otherwise, except, in each case, for any Transferred Liability. If such a termination or substitution is not effected governed exclusively by the Effective Time, (i) the members terms of the BGC Partners Group shall indemnify and hold harmless the members of the Newmark Group for any Indemnifiable Losses arising from or relating thereto, and (ii) from and after the Effective Time, without Newmark’s prior written consent, BGC Partners shall not, and shall not permit any other member of its Group to, renew or extend the term of, increase its obligations under, or transfer to a Person other than a member of the BGC Partners Group , any Contract or other obligation for which Newmark or a member of the Newmark Group is or may be so liableSection 2.02(j).

Guarantee Obligations. (a) The Parties CHK and SSE shall cooperate, cooperate and shall cause the applicable members of their respective Groups to cooperate, use its commercially reasonable efforts to terminate, or to cause Newmark SSE, one of its Subsidiaries, or a member one of the Newmark Group its Affiliates (other than, if applicable, CHK or any of its Subsidiaries) to be substituted in all respects for BGC Partners or a member CHK and any of the BGC Partners Group its Subsidiaries in respect of, all obligations of BGC Partners CHK or a member any of its Subsidiaries under any loan, financing, lease, Contract or other obligation (other than Surety Instruments governed by Section 6.7) in existence as of the BGC Partners Group under Distribution Time pertaining to the SSE Business for which CHK or any of the Transferred Liabilities for which BGC Partners its Subsidiaries is or a member of the BGC Partners Group may be liable, liable as guarantor, original tenant, primary obligor or otherwise, except, in each case, for any Excluded Liabilityguarantor (“CHK Guarantees”). If such a termination or substitution is not effected by the Effective Distribution Time, (i) the members of the Newmark Group SSE shall indemnify and hold harmless the members of the BGC Partners CHK Group for any Indemnifiable Losses arising from or relating thereto, to CHK Guarantees and (ii) from and neither CHK nor any of its Subsidiaries will have any obligation to renew any CHK Guarantees after the Effective Timeexpiration of such CHK Guarantees. To the extent that CHK or any of its Subsidiaries have performance obligations under any CHK Guarantee, without BGC Partners’ prior written consent, Newmark shall notSSE will use its commercially reasonable efforts to (i) perform such obligations on behalf of CHK and its Subsidiaries or (ii) otherwise take such action as reasonably requested by CHK so as to put CHK and its Subsidiaries in the same position as if SSE, and shall not permit any other member of CHK and its Group toSubsidiaries, renew had performed or extend the term of, increase its obligations under, or transfer to a Person other than a member of the Newmark Group, any Contract or other obligation for which BGC Partners or a member of the BGC Partners Group were performing such obligations. If SSE is or may be so liable. (b) The Parties shall cooperate, and shall cause the applicable members of their respective Groups to cooperate, to terminate, or to cause BGC Partners or a member of the BGC Partners Group unable to be substituted in all respects for Newmark or a member of the Newmark Group in respect of, all obligations of Newmark or a member of the Newmark Group under any of the Excluded Liabilities for which Newmark or CHK Guarantees within ten days after a member Change of the Newmark Group may Control of SSE, SSE will cause letters of credit to be liableissued to CHK (or, as guarantorapplicable, original tenant, primary obligor the Subsidiaries of CHK that are directly or otherwise, exceptcontingently liable with respect thereto) by one or more financial institutions reasonably acceptable to CHK to provide, in each case, for CHK (or, as applicable, its Subsidiaries) with prompt cash reimbursement, in full, in the event of any Transferred Liability. If such a termination event giving rise to any payment obligation on the part of CHK or substitution is not effected by the Effective Time, (i) the members of the BGC Partners Group shall indemnify and hold harmless the members of the Newmark Group for any Indemnifiable Losses arising from or relating thereto, and (ii) from and after the Effective Time, without Newmark’s prior written consent, BGC Partners shall not, and shall not permit any other member of its Group toSubsidiaries with respect to any such CHK Guarantee, renew for so long as such CHK Guarantees remain outstanding or extend the term of, increase its obligations under, or transfer to a Person other than a member of the BGC Partners Group , any Contract or other obligation for which Newmark or a member of the Newmark Group is or may be so liablein effect.

Guarantee Obligations. (a) The Parties Lazard Group and LFCM shall cooperate, and shall cause the applicable members of their respective Groups to cooperate, to terminate, or to cause Newmark or a member of the Newmark Lazard Group Company to be substituted in all respects for BGC Partners or a member of the BGC Partners Group any LFCM Company in respect of, all obligations of BGC Partners or a member of the BGC Partners Group any LFCM Company under any of the Transferred Lazard Group Liabilities for which BGC Partners or a member of the BGC Partners Group such LFCM Company may be liable, as guarantor, original tenant, primary obligor or otherwise, except, in each case, for any Excluded Liability. If such a termination or substitution is not effected by the Effective TimeDistribution Date, (i) the members of the Newmark Lazard Group shall indemnify and hold harmless the members of the BGC Partners Group LFCM Indemnitees for any Indemnifiable Losses Loss arising from or relating thereto, and (ii) without the prior written consent of LFCM, from and after the Effective Distribution Time, without BGC Partners’ prior written consent, Newmark Lazard Group shall not, and shall not permit any other member of its Lazard Group Company to, renew or extend the term of, increase its obligations under, or transfer to a Person other than a member of the Newmark Groupthird party, any Contract loan, lease, contract or other obligation for which BGC Partners or a member of the BGC Partners Group any LFCM Company is or may be so liableliable unless all obligations of the LFCM Companies with respect thereto are thereupon terminated by documentation reasonably satisfactory in form and substance to LFCM; provided, that the limitations in clause (ii) shall not apply in the event that a Lazard Group Company obtains a letter of credit from a financial institution reasonably acceptable to LFCM and for the benefit of LFCM with respect to such obligation of the LFCM Companies. (b) The Parties Lazard Group and LFCM shall cooperate, and shall cause the applicable members of their respective Groups to cooperate, to terminate, or to cause BGC Partners or a member of the BGC Partners Group an LFCM Company to be substituted in all respects for Newmark or a member of the Newmark any Lazard Group Company in respect of, all obligations of Newmark or a member of the Newmark any Lazard Group Company under any of the Excluded LFCM Liabilities for which Newmark or a member of the Newmark such Lazard Group Company may be liable, as guarantor, original tenant, primary obligor or otherwise, except, in each case, for any Transferred Liability. If such a termination or substitution is not effected by the Effective Distribution Time, (i) the members of the BGC Partners Group LFCM shall indemnify and hold harmless the members of the Newmark Lazard Group Indemnitees for any Indemnifiable Losses Liabilities arising from or relating thereto, and (ii) without the prior written consent of Lazard Group, from and after the Effective Distribution Time, without Newmark’s prior written consent, BGC Partners LFCM shall not, and shall not permit any other member of its Group LFCM Company to, renew or extend the term of, increase its obligations under, or transfer to a Person other than a member of the BGC Partners Group third party, any Contract loan, lease, contract or other obligation for which Newmark or a member of the Newmark any Lazard Group Company is or may be so liableliable unless all obligations of the Lazard Group Companies with respect thereto are thereupon terminated by documentation reasonably satisfactory in form and substance to Lazard Group; provided, that the limitations contained in clause (ii) shall not apply in the event that an LFCM Company obtains a letter of credit from a financial institution reasonably acceptable to Lazard Group and for the benefit of Lazard Group with respect to such obligation of the Lazard Group Companies.

Guarantee Obligations. (a) The Parties Grace and New Grace shall cooperate, and shall cause the applicable members of their respective Groups to cooperate, to terminate, or to cause Newmark or a member of the Newmark Packco Group to be substituted in all respects for BGC Partners or a any member of the BGC Partners New Grace Group in respect of, all obligations of BGC Partners or a any member of the BGC Partners New Grace Group under any of the Transferred Packco Liabilities for which BGC Partners or a such member of the BGC Partners New Grace Group may be liable, as guarantor, original tenant, primary obligor or otherwise, except, in each case, for any Excluded Liability. If such a termination or substitution is not effected by the Effective TimeDistribution Date, (i) the members of the Newmark Group Grace shall indemnify and hold harmless the members of the BGC Partners Group New Grace Indemnitees for any Indemnifiable Losses Loss arising from or relating thereto, and (ii) without the prior written consent of the Chief Financial Officer, Treasurer or any Assistant Treasurer of New Grace, from and after the Effective TimeDistribution Date, without BGC Partners’ prior written consent, Newmark Grace shall not, and shall not permit any other member of the Packco Group or any of 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 any member of the New Grace Group is or may be liable unless all obligations of the New Grace Group with respect thereto are thereupon terminated by documentation reasonably satisfactory in form and substance to the Chief Financial Officer, Treasurer or any Assistant Treasurer of New Grace, provided that the limitations in clause (ii) shall not apply in the event that a member of the Packco Group obtains a letter of credit from a financial institution reasonably acceptable to New Grace and for the benefit of New Grace with respect to such obligation of the New Grace Group. (b) Grace and New Grace shall cooperate, and shall cause their respective Groups to cooperate, to terminate, or to cause a member of the New Grace Group to be substituted in all respects for any member of the Packco Group in respect of, all obligations of any member of the Packco Group under any Grace-Conn. Liabilities for which such member of the Packco Group may be liable, as guarantor, original tenant, primary obligor or otherwise. The foregoing sentence does not apply to the Grace-Conn. Public Debt, which is governed by Section 2.06. If such a termination or substitution is not effected by the Distribution Date, (i) New Grace shall indemnify and hold harmless the Packco Indemnitees for any Indemnifiable Loss arising from or relating thereto, and (ii) without the prior written consent of the Chief Financial Officer, Treasurer or any Assistant Treasurer of Grace, from and after the Distribution Date, New Grace shall not, and shall not permit any member of the New Grace Group to, renew or extend the term of, increase its obligations under, or transfer to a Person other than a member of the Newmark Groupthird party, any Contract loan, lease, contract or other obligation for which BGC Partners or a any member of the BGC Partners Packco Group is or may be so liable. liable unless all obligations of the Packco Group with respect thereto are thereupon terminated by documentation reasonably satisfactory in form and substance to the Chief Financial Officer, Treasurer or any Assistant Treasurer of Grace, provided that the limitations contained in clause (bii) The Parties shall cooperate, and shall cause not apply in the applicable members of their respective Groups to cooperate, to terminate, or to cause BGC Partners or event that a member of the BGC Partners New Grace Group obtains a letter of credit from a financial institution reasonably acceptable to be substituted in all respects Grace and for Newmark or a member the benefit of Grace with respect to such obligation of the Newmark Group in respect of, all obligations of Newmark or a member of the Newmark Group under any of the Excluded Liabilities for which Newmark or a member of the Newmark Group may be liable, as guarantor, original tenant, primary obligor or otherwise, except, in each case, for any Transferred Liability. If such a termination or substitution is not effected by the Effective Time, (i) the members of the BGC Partners Group shall indemnify and hold harmless the members of the Newmark Group for any Indemnifiable Losses arising from or relating thereto, and (ii) from and after the Effective Time, without Newmark’s prior written consent, BGC Partners shall not, and shall not permit any other member of its Group to, renew or extend the term of, increase its obligations under, or transfer to a Person other than a member of the BGC Partners Group , any Contract or other obligation for which Newmark or a member of the Newmark Group is or may be so liablePackco Group.

Guarantee Obligations. (ai) The Parties Except as otherwise may be provided in any Ancillary Agreement, Belo and Newspaper Holdco shall cooperate, and shall cause the applicable members of their respective Groups to cooperate, to terminate, or to cause Newmark or a member of the Newmark Belo Group to be substituted in all respects for BGC Partners or a any member of the BGC Partners Newspaper Holdco Group in respect of, all obligations of BGC Partners or a such member of the BGC Partners Newspaper Holdco Group under any of the Transferred Liabilities Belo Liability for which BGC Partners or a such member of the BGC Partners Newspaper Holdco Group may be liable, as guarantor, original tenant, primary obligor or otherwise, except, in each case, for any Excluded Liability. If such a termination or substitution is not effected by the Effective Time, (iA) the members of the Newmark Group Belo shall indemnify and hold harmless the members of the BGC Partners Group Newspaper Holdco Indemnified Party for any Indemnifiable Losses Liability arising from or relating thereto, thereto and (iiB) without the prior written consent of Newspaper Holdco, from and after the Effective Time, without BGC Partners’ prior written consent, Newmark Belo shall not, and shall not permit any other member of the Belo Group or any of its Group Affiliates to, amend, renew or extend the term of, increase its obligations under, or transfer to a Person other than a member of the Newmark Groupthird Person, any Contract loan, lease, contract or other obligation for which BGC Partners or a any member of the BGC Partners Newspaper Holdco Group is or may be so liable, unless all obligations of the Newspaper Holdco Group with respect thereto are thereupon terminated by documentation reasonably satisfactory in form and substance to Newspaper Holdco; provided, that the limitations in clause (B) shall not apply in the event that a member of the Belo Group obtains a letter of credit from a financial institution reasonably acceptable to Newspaper Holdco and for the benefit of any member of the Newspaper Holdco Group with respect to such obligation of the Newspaper Holdco Group. (bii) The Parties Except as otherwise may be provided in any Ancillary Agreement, Belo and Newspaper Holdco shall cooperate, and shall cause the applicable members of their respective Groups to cooperate, to terminate, or to cause BGC Partners or a member of the BGC Partners Newspaper Holdco Group to be substituted in all respects for Newmark or a any member of the Newmark Belo Group in respect of, all obligations of Newmark or a such member of the Newmark Belo Group under any of the Excluded Liabilities Newspaper Holdco Liability for which Newmark or a such member of the Newmark Belo Group may be liable, as guarantor, original tenant, primary obligor or otherwise, except, in each case, for any Transferred Liability. If such a termination or substitution is not effected by the Effective Time, (iA) the members of the BGC Partners Group Newspaper Holdco shall indemnify and hold harmless the members of the Newmark Group Belo Indemnified Party for any Indemnifiable Losses Liability arising from or relating thereto, thereto and (iiB) without the prior written consent of Belo, from and after the Effective Time, without Newmark’s prior written consent, BGC Partners Newspaper Holdco shall not, and shall not permit any other member of its the Newspaper Holdco Group to, amend, renew or extend the term of, increase its obligations under, or transfer to a Person other than a member of the BGC Partners Group third Person, any Contract loan, lease, contract or other obligation for which Newmark or a any member of the Newmark Belo Group is or may be so liable, unless all obligations of the Belo Group with respect thereto are thereupon terminated by documentation reasonably satisfactory in form and substance to Belo; provided, that the limitations in clause (B) shall not apply in the event that a member of the Newspaper Holdco Group obtains a letter of credit from a financial institution reasonably acceptable to Belo and for the benefit of any member of the Belo Group with respect to such obligation of the Belo Group.

Guarantee Obligations. (a) The Parties U S WEST and New U S WEST shall cooperate, and shall cause the applicable members of their respective Groups to cooperate, to terminate, or to cause Newmark or a member of the Newmark New U S WEST Group to be substituted in all respects for BGC Partners or a any member of the BGC Partners U S WEST Group in respect of, all obligations of BGC Partners or a any member of the BGC Partners U S WEST Group under any loan, letter of credit, financing, lease, contract or other obligation in existence as of the Transferred Liabilities Separation Time pertaining to the New U S WEST Business for which BGC Partners or a such member of the BGC Partners U S WEST Group may be liable, as guarantor, original tenant, primary obligor or otherwise, except, in each case, for any Excluded Liability. If such a termination or substitution is not effected by the Effective Separation Time, (i) the members of the Newmark Group New U S WEST shall indemnify and hold harmless the members of the BGC Partners Group U S WEST Indemnified Parties for any Indemnifiable Losses Loss arising from or relating theretoto any such loan, letter of credit, financing, lease, contract or other obligation and (ii) without the prior written consent of U S WEST, from and after the Effective Separation Time, without BGC Partners’ prior written consent, Newmark New U S WEST shall not, and shall not permit any other member of the New U S WEST Group or any of its Group Affiliates to, renew or extend the term of, increase its obligations under, or transfer to a Person other than a member of third party, or amend in any manner adverse to the Newmark U S WEST Group, any Contract such loan, letter of credit, financing, lease, contract or other obligation for which BGC Partners or a member unless all obligations of the BGC Partners U S WEST Group is or may be so liablewith respect thereto are thereupon terminated by documentation reasonably satisfactory in form and substance to U S WEST. (b) The Parties U S WEST and New U S WEST shall cooperate, and shall cause the applicable members of their respective Groups to cooperate, to terminate, or to cause BGC Partners or a member of the BGC Partners U S WEST Group to be substituted in all respects for Newmark or a any member of the Newmark New U S WEST Group in respect of, all obligations of Newmark or a any member of the Newmark New U S WEST Group under any loan, financing, letter of credit, lease, contract, or other obligation in existence as of the Excluded Liabilities Separation Time pertaining to the U S WEST Business for which Newmark or a such member of the Newmark New U S WEST Group may be liable, as guarantor, original tenant, primary obligor or otherwise, except, in each case, for any Transferred Liability. If such a termination or substitution is not effected by the Effective Separation Time, (i) the members of the BGC Partners Group U S WEST shall indemnify and hold harmless the members of the Newmark Group New U S WEST Indemnified Parties for any Indemnifiable Losses Loss arising from or relating theretoto any such loan, letter of credit, financing, lease, contract or other obligation, and (ii) without the prior written consent of New U S WEST, from and after the Effective Separation Time, without Newmark’s prior written consent, BGC Partners U S WEST shall not, and shall not permit any other member of the U S WEST Group or any of its Group Affiliates to, renew or extend the term of, increase its obligations under, or transfer to a Person other than a member of third party, or amend in any manner adverse to the BGC Partners Group New U S WEST Group, any Contract such loan, letter of credit, financing, lease, contract or other obligation for which Newmark or a member unless all obligations of the Newmark New U S WEST Group is or may be so liablewith respect thereto are thereupon terminated by documentation reasonably satisfactory in form and substance to New U S WEST.

Guarantee Obligations. (a) The Parties Grace and New Grace shall cooperate, and shall cause the applicable members of their respective Groups to cooperate, to terminate, or to cause Newmark or a member of the Newmark - 34 - Packco Group to be substituted in all respects for BGC Partners or a any member of the BGC Partners New Grace Group in respect of, all obligations of BGC Partners or a any member of the BGC Partners New Grace Group under any of the Transferred Packco Liabilities for which BGC Partners or a such member of the BGC Partners New Grace Group may be liable, as guarantor, original tenant, primary obligor or otherwise, except, in each case, for any Excluded Liability. If such a termination or substitution is not effected by the Effective TimeDis- tribution Date, (i) the members of the Newmark Group Grace shall indemnify and hold harmless the members of the BGC Partners Group New Grace Indemnitees for any Indemnifiable Losses Loss arising from or relating thereto, and (ii) without the prior written consent of the Chief Financial Officer, Treasurer or any Assistant Treasurer of New Grace, from and after the Effective TimeDistribution Date, without BGC Partners’ prior written consent, Newmark Grace shall not, and shall not permit any other member of the Packco Group or any of 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 any member of the New Grace Group is or may be liable unless all obligations of the New Grace Group with respect thereto are thereupon terminated by documentation reasonably satisfactory in form and substance to the Chief Financial Officer, Treasurer or any Assistant Treasurer of New Grace, provided that the lim- itations in clause (ii) shall not apply in the event that a member of the Packco Group obtains a letter of credit from a financial institution reasonably acceptable to New Grace and for the benefit of New Grace with respect to such obligation of the New Grace Group. (b) Grace and New Grace shall cooperate, and shall cause their respective Groups to cooperate, to terminate, or to cause a member of the New Grace Group to be substituted in all respects for any member of the Packco Group in respect of, all obligations of any member of the Packco Group under any Grace- Conn. Liabilities for which such member of the Packco Group may be liable, as guarantor, original tenant, primary obligor or otherwise. The foregoing sentence does not apply to the Grace- Conn. Public Debt, which is governed by Section 2.06. If such a termination or substitution is not effected by the Distribu- tion Date, (i) New Grace shall indemnify and hold harmless the Packco Indemnitees for any Indemnifiable Loss arising from or relating thereto, and (ii) without the prior written consent of the Chief Financial Officer, Treasurer or any Assistant Trea- surer of Grace, from and after the Distribution Date, New Grace shall not, and shall not permit any member of the New Grace Group to, renew or extend the term of, increase its obligations under, or transfer to a Person other than a member of the Newmark Groupthird party, any Contract loan, lease, contract or other obligation for which BGC Partners or a any member of the BGC Partners Packco Group is or may be so liable. liable unless all obligations of the Packco Group with respect thereto are thereupon terminated by documentation reasonably satisfactory in form and substance to the Chief Fi- nancial Officer, Treasurer or any Assistant Treasurer of Grace, provided that the limitations contained in clause (bii) The Parties shall cooperate, and shall cause - 35 - not apply in the applicable members of their respective Groups to cooperate, to terminate, or to cause BGC Partners or event that a member of the BGC Partners New Grace Group obtains a letter of credit from a financial institution rea- sonably acceptable to be substituted in all respects Grace and for Newmark or a member the benefit of Grace with respect to such obligation of the Newmark Group in respect of, all obligations of Newmark or a member of the Newmark Group under any of the Excluded Liabilities for which Newmark or a member of the Newmark Group may be liable, as guarantor, original tenant, primary obligor or otherwise, except, in each case, for any Transferred Liability. If such a termination or substitution is not effected by the Effective Time, (i) the members of the BGC Partners Group shall indemnify and hold harmless the members of the Newmark Group for any Indemnifiable Losses arising from or relating thereto, and (ii) from and after the Effective Time, without Newmark’s prior written consent, BGC Partners shall not, and shall not permit any other member of its Group to, renew or extend the term of, increase its obligations under, or transfer to a Person other than a member of the BGC Partners Group , any Contract or other obligation for which Newmark or a member of the Newmark Group is or may be so liablePackco Group.

Guarantee Obligations. (ai) The Parties Belo and Newspaper Holdco shall cooperate, and shall cause the applicable members of their respective Groups to cooperate, to terminate, or to cause Newmark or a member of the Newmark Belo Group to be substituted in all respects for BGC Partners or a any member of the BGC Partners Newspaper Holdco Group in respect of, all obligations of BGC Partners or a such member of the BGC Partners Newspaper Holdco Group under any of the Transferred Liabilities Belo Liability for which BGC Partners or a such member of the BGC Partners Newspaper Holdco Group may be liable, as guarantor, original tenant, primary obligor or otherwise, except, in each case, for any Excluded Liability. If such a termination or substitution is not effected by the Effective TimeDistribution Date, (iA) the members of the Newmark Group Belo shall indemnify and hold harmless the members of the BGC Partners Group Newspaper Holdco Indemnified Party for any Indemnifiable Losses Liability arising from or relating thereto, thereto and (iiB) without the prior written consent of Newspaper Holdco, from and after the Effective TimeDistribution Date, without BGC Partners’ prior written consent, Newmark Belo shall not, and shall not permit any other member of the Belo Group or any of its Group Affiliates to, amend, renew or extend the term of, increase its obligations under, or transfer to a Person other than a member of the Newmark Groupthird Person, any Contract loan, lease, contract or other obligation for which BGC Partners or a any member of the BGC Partners Newspaper Holdco Group is or may be so liable, unless all obligations of the Newspaper Holdco Group with respect thereto are thereupon terminated by documentation reasonably satisfactory in form and substance to Newspaper Holdco; provided, that the limitations in clause (B) shall not apply in the event that a member of the Belo Group obtains a letter of credit from a financial institution reasonably acceptable to Newspaper Holdco and for the benefit of any member of the Newspaper Holdco Group with respect to such obligation of the Newspaper Holdco Group. (bii) The Parties Belo and Newspaper Holdco shall cooperate, and shall cause the applicable members of their respective Groups to cooperate, to terminate, or to cause BGC Partners or a member of the BGC Partners Newspaper Holdco Group to be substituted in all respects for Newmark or a any member of the Newmark Belo Group in respect of, all obligations of Newmark or a such member of the Newmark Belo Group under any of the Excluded Liabilities Newspaper Holdco Liability for which Newmark or a such member of the Newmark Belo Group may be liable, as guarantor, original tenant, primary obligor or otherwise, except, in each case, for any Transferred Liability. If such a termination or substitution is not effected by the Effective TimeDistribution Date, (iA) the members of the BGC Partners Group Newspaper Holdco shall indemnify and hold harmless the members of the Newmark Group Belo Indemnified Party for any Indemnifiable Losses Liability arising from or relating thereto, thereto and (iiB) without the prior written consent of Belo, from and after the Effective TimeDistribution Date, without Newmark’s prior written consent, BGC Partners Newspaper Holdco shall not, and shall not permit any other member of its the Newspaper Holdco Group to, amend, renew or extend the term of, increase its obligations under, or transfer to a Person other than a member of the BGC Partners Group third Person, any Contract loan, lease, contract or other obligation for which Newmark or a any member of the Newmark Belo Group is or may be so liable, unless all obligations of the Belo Group with respect thereto are thereupon terminated by documentation reasonably satisfactory in form and substance to Belo; provided, that the limitations in clause (B) shall not apply in the event that a member of the Newspaper Holdco Group obtains a letter of credit from a financial institution reasonably acceptable to Belo and for the benefit of any member of the Belo Group with respect to such obligation of the Belo Group.

Guarantee Obligations. (a) The Parties U S WEST and New U S WEST shall cooperate, and shall cause the applicable members of their respective Groups to cooperate, (i) to terminate, or to cause Newmark or a member of the Newmark New U S WEST Group to be substituted in all respects for BGC Partners or a any member of the BGC Partners U S WEST Group in respect of, all obligations of BGC Partners or a any member of the BGC Partners U S WEST Group under any loan, letter of credit, financing, lease, contract or other obligation in existence as of the Transferred Liabilities Separation Time pertaining to the New U S WEST Business (each, a "NEW U S WEST OBLIGATION") for which BGC Partners or a such member of the BGC Partners U S WEST Group may be liable, liable as guarantor, original tenant, primary obligor or otherwise, exceptincluding, without limitation, the leases listed in each caseSection 9.3(a) of the Separation Disclosure Schedule, for and (ii) to eliminate any Excluded Liabilitycross-default provision contained in any loan, letter of credit, financing, lease, contract or other obligation in existence as of the Separation Time pertaining to the MediaOne Business (each, a "MEDIAONE OBLIGATION") which would be triggered by a default by a member of the New U S WEST Group under any New U S WEST Obligation, including, without limitation, the cross-default provisions listed in Section 9.3(a) of the Separation Disclosure Schedule. If such a termination termination, substitution or substitution elimination is not effected by the Effective Separation Time, (i) without the members prior written consent of the Newmark Group shall indemnify and hold harmless the members of the BGC Partners Group for any Indemnifiable Losses arising from or relating theretoU S WEST, and (ii) from and after the Effective Separation Time, without BGC Partners’ prior written consent, Newmark New U S WEST shall not, and shall not permit any other member of the New U S WEST Group or any of its Group Affiliates to, renew or extend the term of, increase in any material respect its obligations underunder (which, or in the case of a lease, shall mean an increase in the rent for the property by more than 10% annually), transfer to a Person third party (other than Affiliates), or amend in any manner materially adverse to the U S WEST Group (which, in the case of a member lease, shall mean an increase in the rent for the property by more than 10% annually), any such New U S WEST Obligation unless all obligations of the Newmark GroupU S WEST Group with respect thereto are thereupon terminated and all such cross-default provisions with respect thereto are eliminated by documentation reasonably satisfactory in form and substance to U S WEST; PROVIDED, HOWEVER, that, notwithstanding the foregoing, New U S WEST shall be permitted, without the prior written consent of U S WEST, to renew or extend the term of any Contract or other obligation for which BGC Partners or a member of the BGC Partners Group New U S WEST Obligations so identified in Section 9.3(a) of the Separation Disclosure Schedule whether or not such a termination or elimination is effected. Following any renewal or may be so liableextension permitted by the foregoing proviso, New U S WEST shall promptly deliver to U S WEST notice of such renewal or extension. (b) The Parties U S WEST and New U S WEST shall cooperate, and shall cause the applicable members of their respective Groups to cooperate, (i) to terminate, or to cause BGC Partners or a member of the BGC Partners U S WEST Group to be substituted in all respects for Newmark or a any member of the Newmark New U S WEST Group in respect of, all obligations of Newmark or a any member of the Newmark New U S WEST Group under any of the Excluded Liabilities MediaOne Obligation for which Newmark or a such member of the Newmark New U S WEST Group may be liable, liable as guarantor, original tenant, primary obligor or otherwise, exceptincluding, without limitation, the lease listed in each caseSection 9.3(b) of the Separation Disclosure Schedule, for and (ii) to eliminate any Transferred Liabilitycross-default provision contained in any New U S WEST Obligation which would be triggered by a default by a member of the U S WEST Group under any MediaOne Obligation, including, without limitation, the cross-default provisions listed in Section 9.3(b) of the Separation Disclosure Schedule. If such a termination termination, substitution or substitution elimination is not effected by the Effective Separation Time, (i) without the members prior written consent of the BGC Partners Group shall indemnify and hold harmless the members of the Newmark Group for any Indemnifiable Losses arising from or relating theretoNew U S WEST, and (ii) from and after the Effective Separation Time, without Newmark’s prior written consent, BGC Partners U S WEST shall not, and shall not permit any other member of the U S WEST Group or any of its Group Affiliates to, renew or extend the term of, increase in any material respect its obligations underunder (which, or in the case of a lease, shall mean an increase in the rent for the property by more than 10% annually), transfer to a Person third party (other than Affiliates), or amend in any manner materially adverse to the New U S WEST Group (which, in the case of a member lease, shall mean an increase in the rent for the property by more than 10% annually), any such MediaOne Obligation unless all obligations of the BGC Partners New U S WEST Group with respect thereto are thereupon terminated and all such cross-default provisions with respect thereto are eliminated by documentation reasonably satisfactory in form and substance to New U S WEST; PROVIDED, HOWEVER, that, notwithstanding the foregoing, U S WEST shall be permitted, without the prior written consent of New U S WEST, to renew or extend the term of any Contract or other obligation for which Newmark or a member of the Newmark Group MediaOne Obligations so identified in Section 9.3(b) of the Separation Disclosure Schedule whether or not such a termination or elimination is effected. Following any renewal or may be so liableextension permitted by the foregoing proviso, U S WEST shall promptly deliver to New U S WEST notice of such renewal or extension.