Common use of Novation of Liabilities Clause in Contracts

Novation of Liabilities. (a) ALC shall use commercially reasonable efforts to (i) obtain, or cause to be obtained, any release, consent, substitution, approval or amendment required to novate all members of the Extendicare Group from and assign all obligations under Contracts, licenses and other obligations or Liabilities of any nature whatsoever that constitute Assumed Liabilities, or to obtain in writing the unconditional release of all members of the Extendicare Group to such obligations, so that, in any such case, ALC or any other ALC Company, shall be solely responsible for such Assumed Liabilities, (ii) terminate, or cause ALC Assets to be substituted in all respects for any Excluded Assets in respect of, the encumbrances on Excluded Assets which are securing any Assumed Liabilities and (iii) obtain the unconditional release of any member of the Extendicare Group from any guarantee of the Assumed Liabilities after the Separation. (b) If ALC is unable to obtain, or to cause to be obtained, any such required release, consent, substitution, approval or amendment pursuant to Section 4.10, the applicable member of the Extendicare Group shall continue to be bound by such Contracts, licenses and other obligations or Liabilities and, unless not permitted by Law or the terms thereof, ALC shall, as agent or subcontractor for such member of the Extendicare Group, pay, perform and discharge fully all the obligations or other Liabilities of such member of the Extendicare Group thereunder from and after the Effective Time. ALC shall, and shall cause each other ALC Company, without further consideration to, pay and remit, or cause to be paid or remitted, to the applicable member of the Extendicare Group, promptly all money, rights and other consideration received by it or any other ALC Company in respect of such performance. ALC (i) shall indemnify and hold harmless each Extendicare Indemnitee against any Liabilities arising in connection therewith and (ii) without the prior written consent of Extendicare, from and after the Effective Time, shall not, and shall not permit any ALC Company to, renew or extend the term of, increase its obligations under or transfer any Contract, license or other obligation for which a member of the Extendicare Group is or may be liable, pursuant to which any Excluded Asset is or may be encumbered, unless all obligations of the members of the Extendicare Group and all encumbrances on any Excluded Asset with respect thereto are thereupon released and terminated by documentation reasonably satisfactory in form and substance to Extendicare. (c) Extendicare shall use commercially reasonable efforts to (i) obtain, or cause to be obtained, any release, consent, substitution, approval or amendment required to novate all ALC Companies from and assign all obligations under Contracts, licenses and other obligations or Liabilities of any nature whatsoever that constitute Excluded Liabilities, or to obtain in writing the unconditional release of all ALC Companies to such obligations, so that, in any such case, Extendicare or any other member of the Extendicare Group shall be solely responsible for such Excluded Liabilities, (ii) terminate, or cause Excluded Assets to be substituted in all respects for any ALC Assets in respect of, the encumbrances on ALC Assets which are securing any Excluded Liabilities and (iii) obtain the unconditional release of any ALC Company from any guarantee of the Excluded Liabilities after the Separation. (d) If Extendicare is unable to obtain, or to cause to be obtained, any such required release, consent, substitution, approval or amendment pursuant to Section 4.10(c), the applicable ALC Company shall continue to be bound by such Contracts, licenses and other obligations or Liabilities and, unless not permitted by Law or the terms thereof, Extendicare shall, as agent or subcontractor for such ALC Company, pay, perform and discharge fully all the obligations or other Liabilities of such ALC Company thereunder from and after the Effective Time. Extendicare shall, and shall cause each other member of the Extendicare Group to, without further consideration, pay and remit, or cause to be paid or remitted, to the applicable ALC Company, promptly all money, rights and other consideration received by it or any other member of the Extendicare Group in respect of such performance. Extendicare (i) shall indemnify and hold harmless each ALC Indemnitee against any Liabilities arising in connection therewith and (ii) without the prior written consent of ALC, from and after the Effective Time, shall not, and shall not permit any member of the Extendicare Group to, renew or extend the term of, increase its obligations under or transfer any Contract, license or other obligation for which any ALC Company is or may be liable, pursuant to which any ALC Asset is or may be encumbered, unless all obligations of the ALC Companies and all encumbrances on any ALC Asset with respect thereto are thereupon released and terminated by documentation reasonably satisfactory in form and substance to ALC.

Novation of Liabilities. (a) ALC Each of DDR and RVI, at the request of the other, shall use its commercially reasonable efforts to (i) obtain, or to cause to be obtained, as soon as reasonably practicable, any release, consent, substitution, approval or amendment required to novate all members of the Extendicare Group from and or assign all obligations under Contracts, licenses RVI Liabilities and other obligations or Liabilities of any nature whatsoever that constitute Assumed Liabilities, or to obtain in writing the unconditional release of all members each member of the Extendicare DDR Group that is a party to any such obligationsarrangements, so that, in any such case, ALC or any other ALC Company, the members of the RVI Group shall be solely responsible for such Assumed RVI Liabilities; provided, (ii) terminatehowever, that, except as otherwise expressly provided in this Agreement or cause ALC Assets to be substituted in all respects for any Excluded Assets in respect of, the encumbrances on Excluded Assets which are securing any Assumed Liabilities and (iii) obtain the unconditional release of any member of the Extendicare Group Ancillary Agreements, neither DDR nor RVI shall be obligated to contribute any capital or pay any consideration in any form (including providing any letter of credit, guaranty or other financial accommodation) to any Third Party from whom any guarantee of the Assumed Liabilities after the Separationsuch consent, substitution, approval, amendment or release is requested. (b) If ALC DDR or RVI is unable to obtain, or to cause to be obtained, any such required release, consent, substitution, approval approval, amendment or amendment pursuant to Section 4.10, release and the applicable member of the Extendicare DDR Group shall continue continues to be bound by such ContractsRVI Liability (or any agreement, licenses and lease, license or other obligations or Liabilities andobligation, unless not permitted by Law or the terms thereofin each case, ALC pursuant to which any RVI Liability arises) (each, an “Unreleased RVI Liability”), RVI shall, to the extent not prohibited by Law, as indemnitor, guarantor, agent or subcontractor for such member of the Extendicare DDR Group, as the case may be, (i) pay, perform and discharge fully all of the obligations or other Liabilities of such member of the Extendicare DDR Group thereunder that constitute Unreleased RVI Liabilities from and after the Effective TimeTime and (ii) use its commercially reasonable efforts to effect such payment, performance or discharge prior to the time any demand for such payment, performance or discharge is permitted to be made by the obligee thereunder on any member of the DDR Group. ALC shallIf and when any such consent, and substitution, approval, amendment or release shall cause each other ALC Companybe obtained or the Unreleased RVI Liabilities shall otherwise become assignable or able to be novated, without further consideration to, pay and remitDDR shall promptly assign, or cause to be paid assigned, and RVI or remitted, to the applicable RVI Group member shall assume, such Unreleased RVI Liabilities without exchange of the Extendicare Group, promptly all money, rights and other consideration received by it or any other ALC Company in respect of such performance. ALC (i) shall indemnify and hold harmless each Extendicare Indemnitee against any Liabilities arising in connection therewith and (ii) without the prior written consent of Extendicare, from and after the Effective Time, shall not, and shall not permit any ALC Company to, renew or extend the term of, increase its obligations under or transfer any Contract, license or other obligation for which a member of the Extendicare Group is or may be liable, pursuant to which any Excluded Asset is or may be encumbered, unless all obligations of the members of the Extendicare Group and all encumbrances on any Excluded Asset with respect thereto are thereupon released and terminated by documentation reasonably satisfactory in form and substance to Extendicare. (c) Extendicare shall use commercially reasonable efforts to (i) obtain, or cause to be obtained, any release, consent, substitution, approval or amendment required to novate all ALC Companies from and assign all obligations under Contracts, licenses and other obligations or Liabilities of any nature whatsoever that constitute Excluded Liabilities, or to obtain in writing the unconditional release of all ALC Companies to such obligations, so that, in any such case, Extendicare or any other member of the Extendicare Group shall be solely responsible for such Excluded Liabilities, (ii) terminate, or cause Excluded Assets to be substituted in all respects for any ALC Assets in respect of, the encumbrances on ALC Assets which are securing any Excluded Liabilities and (iii) obtain the unconditional release of any ALC Company from any guarantee of the Excluded Liabilities after the Separation. (d) If Extendicare is unable to obtain, or to cause to be obtained, any such required release, consent, substitution, approval or amendment pursuant to Section 4.10(c), the applicable ALC Company shall continue to be bound by such Contracts, licenses and other obligations or Liabilities and, unless not permitted by Law or the terms thereof, Extendicare shall, as agent or subcontractor for such ALC Company, pay, perform and discharge fully all the obligations or other Liabilities of such ALC Company thereunder from and after the Effective Time. Extendicare shall, and shall cause each other member of the Extendicare Group to, without further consideration, pay and remit, or cause to be paid or remitted, to the applicable ALC Company, promptly all money, rights and other consideration received by it or any other member of the Extendicare Group in respect of such performance. Extendicare (i) shall indemnify and hold harmless each ALC Indemnitee against any Liabilities arising in connection therewith and (ii) without the prior written consent of ALC, from and after the Effective Time, shall not, and shall not permit any member of the Extendicare Group to, renew or extend the term of, increase its obligations under or transfer any Contract, license or other obligation for which any ALC Company is or may be liable, pursuant to which any ALC Asset is or may be encumbered, unless all obligations of the ALC Companies and all encumbrances on any ALC Asset with respect thereto are thereupon released and terminated by documentation reasonably satisfactory in form and substance to ALC.

Novation of Liabilities. (a) ALC Each of Vornado and UE, at the request of the other, shall use its commercially reasonable efforts to (i) obtain, or to cause to be obtained, as soon as reasonably practicable, any release, consent, substitution, approval or amendment required to novate all members of the Extendicare Group from and or assign all obligations under Contracts, licenses UE Liabilities and other obligations or Liabilities of any nature whatsoever that constitute Assumed Liabilities, or to obtain in writing the unconditional release of all members each member of the Extendicare Vornado Group that is a party to any such obligationsarrangements, so that, in any such case, ALC or any other ALC Company, the members of the UE Group shall be solely responsible for such Assumed UE Liabilities; provided, (ii) terminatehowever, that, except as otherwise expressly provided in this Agreement or cause ALC Assets to be substituted in all respects for any Excluded Assets in respect of, the encumbrances on Excluded Assets which are securing any Assumed Liabilities and (iii) obtain the unconditional release of any member of the Extendicare Group Ancillary Agreements, neither Vornado nor UE shall be obligated to contribute any capital or pay any consideration in any form (including providing any letter of credit, guaranty or other financial accommodation) to any third Person from whom any guarantee of the Assumed Liabilities after the Separationsuch consent, substitution, approval, amendment or release is requested. (b) If ALC Vornado or UE is unable to obtain, or to cause to be obtained, any such required release, consent, substitution, approval approval, amendment or amendment pursuant to Section 4.10, release and the applicable member of the Extendicare Vornado Group shall continue continues to be bound by such ContractsUE Liability (or any agreement, licenses and lease, license or other obligations or Liabilities andobligation, unless not permitted by Law or the terms thereofin each case, ALC pursuant to which any UE Liability arises) (each, an “Unreleased UE Liability”), UE shall, to the extent not prohibited by Law, as indemnitor, guarantor, agent or subcontractor for such member of the Extendicare Vornado Group, as the case may be, (i) pay, perform and discharge fully all of the obligations or other Liabilities of such member of the Extendicare Vornado Group thereunder that constitute Unreleased UE Liabilities from and after the Effective TimeTime and (ii) use its commercially reasonable efforts to effect such payment, performance or discharge prior to the time any demand for such payment, performance or discharge is permitted to be made by the obligee thereunder on any member of the Vornado Group. ALC shallIf and when any such consent, and substitution, approval, amendment or release shall cause each other ALC Companybe obtained or the Unreleased UE Liabilities shall otherwise become assignable or able to be novated, without further consideration to, pay and remitVornado shall promptly assign, or cause to be paid assigned, and UE or remitted, to the applicable UE Group member shall assume, such Unreleased UE Liabilities without exchange of the Extendicare Group, promptly all money, rights and other consideration received by it or any other ALC Company in respect of such performance. ALC (i) shall indemnify and hold harmless each Extendicare Indemnitee against any Liabilities arising in connection therewith and (ii) without the prior written consent of Extendicare, from and after the Effective Time, shall not, and shall not permit any ALC Company to, renew or extend the term of, increase its obligations under or transfer any Contract, license or other obligation for which a member of the Extendicare Group is or may be liable, pursuant to which any Excluded Asset is or may be encumbered, unless all obligations of the members of the Extendicare Group and all encumbrances on any Excluded Asset with respect thereto are thereupon released and terminated by documentation reasonably satisfactory in form and substance to Extendicare. (c) Extendicare shall use commercially reasonable efforts to (i) obtain, or cause to be obtained, any release, consent, substitution, approval or amendment required to novate all ALC Companies from and assign all obligations under Contracts, licenses and other obligations or Liabilities of any nature whatsoever that constitute Excluded Liabilities, or to obtain in writing the unconditional release of all ALC Companies to such obligations, so that, in any such case, Extendicare or any other member of the Extendicare Group shall be solely responsible for such Excluded Liabilities, (ii) terminate, or cause Excluded Assets to be substituted in all respects for any ALC Assets in respect of, the encumbrances on ALC Assets which are securing any Excluded Liabilities and (iii) obtain the unconditional release of any ALC Company from any guarantee of the Excluded Liabilities after the Separation. (d) If Extendicare is unable to obtain, or to cause to be obtained, any such required release, consent, substitution, approval or amendment pursuant to Section 4.10(c), the applicable ALC Company shall continue to be bound by such Contracts, licenses and other obligations or Liabilities and, unless not permitted by Law or the terms thereof, Extendicare shall, as agent or subcontractor for such ALC Company, pay, perform and discharge fully all the obligations or other Liabilities of such ALC Company thereunder from and after the Effective Time. Extendicare shall, and shall cause each other member of the Extendicare Group to, without further consideration, pay and remit, or cause to be paid or remitted, to the applicable ALC Company, promptly all money, rights and other consideration received by it or any other member of the Extendicare Group in respect of such performance. Extendicare (i) shall indemnify and hold harmless each ALC Indemnitee against any Liabilities arising in connection therewith and (ii) without the prior written consent of ALC, from and after the Effective Time, shall not, and shall not permit any member of the Extendicare Group to, renew or extend the term of, increase its obligations under or transfer any Contract, license or other obligation for which any ALC Company is or may be liable, pursuant to which any ALC Asset is or may be encumbered, unless all obligations of the ALC Companies and all encumbrances on any ALC Asset with respect thereto are thereupon released and terminated by documentation reasonably satisfactory in form and substance to ALC.

Novation of Liabilities. (a) ALC Each of Masco and TopBuild, at the request of the other, shall use commercially reasonable efforts endeavor, if reasonably practicable, to (i) obtain, or to cause to be obtained, if reasonably practicable, any release, consent, substitution, approval or amendment required to novate all members of the Extendicare Group from and or assign all obligations under Contractsagreements, leases, licenses and other obligations or Liabilities of any nature whatsoever that constitute Assumed TopBuild Liabilities, or to obtain in writing the unconditional release of all members parties to such arrangements other than any member of the Extendicare TopBuild Group to such obligations, so that, in any such case, ALC or any other ALC Company, shall the members of the TopBuild Group will be solely responsible for the TopBuild Liabilities (including by providing a substitute letter of credit of like amount or substitute guaranty for any existing letter of credit or guaranty, respectively); provided, however, that neither Masco nor TopBuild shall be obligated to contribute any capital or pay any consideration in any form (including providing any letter of credit, guaranty or other financial accommodation, except for a substitute letter of credit or substitute guaranty as referenced in the prior parenthetical or as otherwise expressly provided herein) to any third Person from whom any such Assumed Liabilitiesconsent, (ii) terminatesubstitution, approval, amendment or release is requested. Notwithstanding the foregoing, neither Masco nor TopBuild shall be required to obtain, or to cause ALC Assets to be substituted in obtained, any consent, substitution, approval or amendment required to novate or assign any obligations or other Liabilities if the amounts related thereto are under $250,000; provided that, for the avoidance of doubt, all respects for any Excluded Assets in respect of, the encumbrances on Excluded Assets which are securing any Assumed such obligations shall be TopBuild Liabilities and (iii) obtain the unconditional release of any member of the Extendicare Group from any guarantee of the Assumed Liabilities after the Separationunder this Agreement. (b) If ALC Masco or TopBuild is unable to obtain, or to cause to be obtained, any such required release, consent, substitution, approval approval, amendment or amendment pursuant release referred to in Section 4.10, 2.08(a) and the applicable member of the Extendicare Masco Group shall continue continues to be bound by such Contractsagreement, licenses and lease, license or other obligations or Liabilities andLiability (each, unless not permitted by Law or the terms thereofan “Unreleased TopBuild Liability”), ALC TopBuild shall, to the extent not prohibited by Applicable Law, as indemnitor, guarantor, agent or subcontractor for such member of the Extendicare Masco Group, as the case may be, (i) on a timely basis pay, perform and discharge fully all the Liabilities of such member of the Masco Group that constitute Unreleased TopBuild Liabilities and (ii) use its commercially reasonable efforts to effect such payment, performance, or discharge prior to any demand for such payment, performance or discharge is permitted to be made by the obligee thereunder on any member of the Masco Group. If and when such consent, substitution, approval, amendment or release shall be obtained or the Unreleased TopBuild Liabilities shall otherwise become assignable or able to be novated, Masco shall promptly assign, or cause to be assigned, and TopBuild or the applicable member of the TopBuild Group shall assume, such Unreleased TopBuild Liabilities without exchange of further consideration. (c) Each of Masco and TopBuild, at the request of the other, shall endeavor, if reasonably practicable, to obtain, or to cause to be obtained, if reasonably practicable, any consent, substitution, approval or amendment required to novate or assign all obligations under agreements, leases, licenses and other Liabilities of any nature whatsoever that constitute Masco Liabilities, or to obtain in writing the unconditional release of all parties to such arrangements other than any member of the Masco Group, so that, in any such case, the members of the Masco Group will be solely responsible for the Masco Liabilities (including by providing a substitute letter of credit of like amount or substitute guaranty for any existing letter of credit or guaranty, respectively); provided, however, that neither Masco nor TopBuild shall be obligated to contribute any capital or pay any consideration in any form (including providing any letter of credit, guaranty or other financial accommodation, except for a substitute letter of credit or substitute guaranty as referenced in the prior parenthetical or as otherwise expressly provided herein) to any third Person from whom any such consent, substitution, approval, amendment or release is requested. Notwithstanding the foregoing, neither Masco nor TopBuild shall be required to obtain, or to cause to be obtained, any consent, substitution, approval or amendment required to novate or assign any obligations or other Liabilities if the amounts related thereto are under $250,000; provided that, for the avoidance of doubt, all such obligations shall be Masco Liabilities under this Agreement. (d) If Masco or TopBuild is unable to obtain, or to cause to be obtained, any such required consent, substitution, approval, amendment or release referred to in Section 2.08(c) and the applicable member of the TopBuild Group continues to be bound by such agreement, lease, license or other Liability (each, an “Unreleased Masco Liability”), Masco shall, to the extent not prohibited by Applicable Law, as indemnitor, guarantor, agent or subcontractor for such member of the TopBuild Group, as the case may be, (i) on a timely basis pay, perform and discharge fully all the obligations or other Liabilities of such member of the Extendicare TopBuild Group that constitute Unreleased Masco Liabilities and (ii) use its commercially reasonable efforts to effect such payment, performance, or discharge prior to any demand for such payment, performance or discharge is permitted to be made by the obligee thereunder from on any member of the TopBuild Group. If and after when such consent, substitution, approval, amendment or release shall be obtained or the Effective Time. ALC shallUnreleased Masco Liabilities shall otherwise become assignable or able to be novated, and TopBuild shall cause each other ALC Company, without further consideration to, pay and remitpromptly assign, or cause to be paid assigned, and Masco or remitted, to the applicable member of the Extendicare Group, promptly all money, rights and other consideration received by it or any other ALC Company in respect of such performance. ALC (i) shall indemnify and hold harmless each Extendicare Indemnitee against any Liabilities arising in connection therewith and (ii) without the prior written consent of Extendicare, from and after the Effective Time, shall not, and shall not permit any ALC Company to, renew or extend the term of, increase its obligations under or transfer any Contract, license or other obligation for which a member of the Extendicare Group is or may be liable, pursuant to which any Excluded Asset is or may be encumbered, unless all obligations of the members of the Extendicare Group and all encumbrances on any Excluded Asset with respect thereto are thereupon released and terminated by documentation reasonably satisfactory in form and substance to Extendicare. (c) Extendicare shall use commercially reasonable efforts to (i) obtain, or cause to be obtained, any release, consent, substitution, approval or amendment required to novate all ALC Companies from and assign all obligations under Contracts, licenses and other obligations or Liabilities of any nature whatsoever that constitute Excluded Liabilities, or to obtain in writing the unconditional release of all ALC Companies to such obligations, so that, in any such case, Extendicare or any other member of the Extendicare Masco Group shall be solely responsible for assume, such Excluded Liabilities, (ii) terminate, or cause Excluded Assets to be substituted in all respects for any ALC Assets in respect of, the encumbrances on ALC Assets which are securing any Excluded Unreleased Masco Liabilities and (iii) obtain the unconditional release without exchange of any ALC Company from any guarantee of the Excluded Liabilities after the Separation. (d) If Extendicare is unable to obtain, or to cause to be obtained, any such required release, consent, substitution, approval or amendment pursuant to Section 4.10(c), the applicable ALC Company shall continue to be bound by such Contracts, licenses and other obligations or Liabilities and, unless not permitted by Law or the terms thereof, Extendicare shall, as agent or subcontractor for such ALC Company, pay, perform and discharge fully all the obligations or other Liabilities of such ALC Company thereunder from and after the Effective Time. Extendicare shall, and shall cause each other member of the Extendicare Group to, without further consideration, pay and remit, or cause to be paid or remitted, to the applicable ALC Company, promptly all money, rights and other consideration received by it or any other member of the Extendicare Group in respect of such performance. Extendicare (i) shall indemnify and hold harmless each ALC Indemnitee against any Liabilities arising in connection therewith and (ii) without the prior written consent of ALC, from and after the Effective Time, shall not, and shall not permit any member of the Extendicare Group to, renew or extend the term of, increase its obligations under or transfer any Contract, license or other obligation for which any ALC Company is or may be liable, pursuant to which any ALC Asset is or may be encumbered, unless all obligations of the ALC Companies and all encumbrances on any ALC Asset with respect thereto are thereupon released and terminated by documentation reasonably satisfactory in form and substance to ALC.

Novation of Liabilities. (a) ALC Each of SITC and CURB, at the request of the other, shall use its commercially reasonable efforts to (i) obtain, or to cause to be obtained, as soon as reasonably practicable, any release, consent, substitution, approval or amendment required to novate all members of the Extendicare Group from and or assign all obligations under Contracts, licenses and other obligations CURB Liabilities or Liabilities of any nature whatsoever that constitute Assumed SITC Liabilities, or to as the case may be, and obtain in writing the unconditional release of all members each member of the Extendicare other Group that is a party to any such obligationsarrangements, so that, in any such case, ALC or any other ALC Company, (i) the members of the CURB Group shall be solely responsible for such Assumed Liabilities, CURB Liabilities and (ii) terminate, or cause ALC Assets to be substituted in all respects for any Excluded Assets in respect of, the encumbrances on Excluded Assets which are securing any Assumed Liabilities and (iii) obtain the unconditional release of any member members of the Extendicare SITC Group from shall be solely responsible for such SITC Liabilities; provided, however, that, except as otherwise expressly provided in this Agreement or any guarantee of the Assumed Liabilities after the SeparationAncillary Agreements, neither SITC nor CURB shall be obligated to contribute any capital or pay any consideration in any form (including providing any letter of credit, guaranty or other financial accommodation) to any Third Party from whom any such consent, substitution, approval, amendment or release is requested. (b) If ALC SITC or CURB is unable to obtain, or to cause to be obtained, any such required release, consent, substitution, approval approval, amendment or amendment pursuant to Section 4.10, release and the applicable member of the Extendicare Group shall continue (the “Bound Member”) continues to be bound by such ContractsLiability (or any Contract, licenses and other obligations in each case, pursuant to which any such Liability arises) with respect to which such Bound Member would not be bound or Liabilities andresponsible had such required consent, unless not permitted by Law substitution, approval, amendment or release been obtained (each, an “Unreleased Liability”), the terms thereof, ALC Party whose Group such Liability is allocated under this Agreement (the “Designated Party”) shall, to the extent not prohibited by Law, as indemnitor, guarantor, agent or subcontractor for such member of Bound Member, as the Extendicare Groupcase may be, (i) pay, perform and discharge fully all of the obligations or other Liabilities of such member of the Extendicare Group thereunder Bound Member that constitute Unreleased Liabilities from and after the Effective TimeTime and (ii) use its commercially reasonable efforts to effect such payment, performance or discharge prior to the time any demand for such payment, performance or discharge is permitted to be made by the obligee thereunder on any member of the Group of the Bound Member. ALC shallIf and when any such consent, and substitution, approval, amendment or release shall cause each other ALC Companybe obtained or the Unreleased Liabilities shall otherwise become assignable or able to be novated, without further consideration to, pay and remitthe Bound Member shall promptly assign, or cause to be paid assigned, and Designated Party or remitted, to the applicable member of the Extendicare Group, promptly all money, rights and other consideration received by it or any other ALC Company in respect of such performance. ALC (i) shall indemnify and hold harmless each Extendicare Indemnitee against any Liabilities arising in connection therewith and (ii) without the prior written consent of Extendicare, from and after the Effective Time, shall not, and shall not permit any ALC Company to, renew or extend the term of, increase its obligations under or transfer any Contract, license or other obligation for which a member of the Extendicare Group is or may be liable, pursuant to which any Excluded Asset is or may be encumbered, unless all obligations of the members of the Extendicare Group and all encumbrances on any Excluded Asset with respect thereto are thereupon released and terminated by documentation reasonably satisfactory in form and substance to Extendicare. (c) Extendicare shall use commercially reasonable efforts to (i) obtain, or cause to be obtained, any release, consent, substitution, approval or amendment required to novate all ALC Companies from and assign all obligations under Contracts, licenses and other obligations or Liabilities of any nature whatsoever that constitute Excluded Liabilities, or to obtain in writing the unconditional release of all ALC Companies to such obligations, so that, in any such case, Extendicare or any other member of the Extendicare Group shall be solely responsible for assume, such Excluded Liabilities, (ii) terminate, or cause Excluded Assets to be substituted in all respects for any ALC Assets in respect of, the encumbrances on ALC Assets which are securing any Excluded Unreleased Liabilities and (iii) obtain the unconditional release without exchange of any ALC Company from any guarantee of the Excluded Liabilities after the Separation. (d) If Extendicare is unable to obtain, or to cause to be obtained, any such required release, consent, substitution, approval or amendment pursuant to Section 4.10(c), the applicable ALC Company shall continue to be bound by such Contracts, licenses and other obligations or Liabilities and, unless not permitted by Law or the terms thereof, Extendicare shall, as agent or subcontractor for such ALC Company, pay, perform and discharge fully all the obligations or other Liabilities of such ALC Company thereunder from and after the Effective Time. Extendicare shall, and shall cause each other member of the Extendicare Group to, without further consideration, pay and remit, or cause to be paid or remitted, to the applicable ALC Company, promptly all money, rights and other consideration received by it or any other member of the Extendicare Group in respect of such performance. Extendicare (i) shall indemnify and hold harmless each ALC Indemnitee against any Liabilities arising in connection therewith and (ii) without the prior written consent of ALC, from and after the Effective Time, shall not, and shall not permit any member of the Extendicare Group to, renew or extend the term of, increase its obligations under or transfer any Contract, license or other obligation for which any ALC Company is or may be liable, pursuant to which any ALC Asset is or may be encumbered, unless all obligations of the ALC Companies and all encumbrances on any ALC Asset with respect thereto are thereupon released and terminated by documentation reasonably satisfactory in form and substance to ALC.

Novation of Liabilities. (a) ALC (i) Before and after the Distribution Date, Spinco shall use commercially its reasonable efforts to (ix) obtain, or to cause to be obtained, any release, consentConsent, substitution, approval or amendment required to novate all members of the Extendicare Group Cohesant Entities from and assign all obligations under Contracts, licenses Licenses, Benefit Plans and other obligations or Liabilities of any nature whatsoever that constitute Assumed Business Liabilities, or to obtain in writing the unconditional release of all members of the Extendicare Group Cohesant Entities to such obligations, so that, in any such case, ALC or any other ALC Company, the Spinco Entities shall be solely responsible for such Assumed Business Liabilities, ; and (iiy) terminate, or to cause ALC Business Assets to be substituted in all respects for any Excluded Assets of the GlasCraft Business (“Cohesant Assets”) in respect of, the encumbrances any Encumbrances on Excluded Cohesant Assets which are securing any Assumed Liabilities and (iii) obtain the unconditional release of any member of the Extendicare Group from any guarantee of the Assumed Liabilities after the SeparationBusiness Liabilities. (bii) If ALC Spinco is unable to obtain, or to cause to be obtained, any such required release, consentConsent, substitution, approval or amendment pursuant to Section 4.102.04(a)(i), the applicable member of the Extendicare Group Cohesant Entity shall continue to be bound by such Contracts, licenses Licenses and other obligations or Liabilities and, unless not permitted by Law or the terms thereof, ALC Spinco shall, as agent or subcontractor for such member of the Extendicare GroupCohesant Entity, pay, perform and discharge fully all the obligations or other Liabilities of such member of the Extendicare Group Cohesant Entity thereunder from and after the Effective TimeDistribution Date. ALC shall, and shall cause each other ALC Company, without further consideration to, pay and remit, or cause to be paid or remitted, to the applicable member of the Extendicare Group, promptly all money, rights and other consideration received by it or any other ALC Company in respect of such performance. ALC Spinco (ix) shall indemnify and hold harmless each Extendicare Cohesant Indemnitee and hold it harmless against any Liabilities arising in connection therewith and (iiy) without the prior written consent of ExtendicareCohesant, from and after the Effective TimeDistribution Date, shall not, and shall not permit any ALC Company Spinco Entity to, amend, renew or extend the term of, increase its obligations under or transfer any Contract, license License or other obligation for which a member of the Extendicare Group Cohesant Entity is or may be liable, pursuant to which any Excluded Cohesant Asset is or may be encumbered, unless all obligations of the members of the Extendicare Group Cohesant Entities and all encumbrances Encumbrances on any Excluded Cohesant Asset with respect thereto are thereupon released and terminated by documentation reasonably satisfactory in form and substance to ExtendicareCohesant. (ci) Extendicare Before and after the Distribution Date, Cohesant shall use commercially its reasonable efforts to (ix) obtain, or to cause to be obtained, any release, consentConsent, substitution, approval or amendment required to novate all ALC Companies Spinco Entities from and assign all obligations under Contracts, licenses Licenses and other obligations or Liabilities of any nature whatsoever that constitute Excluded LiabilitiesLiabilities of any Cohesant Entity, or to obtain in writing the unconditional release of all ALC Companies Spinco Entities to such obligations, so that, in any such case, Extendicare or any other member of the Extendicare Group Cohesant Entities shall be solely responsible for such Excluded GlasCraft Liabilities, ; and (iiy) terminate, or to cause Excluded Cohesant Assets to be substituted in all respects for any ALC Business Assets in respect of, the encumbrances any Encumbrances on ALC Business Assets which are securing any Excluded Liabilities and (iii) obtain the unconditional release of any ALC Company from any guarantee of the Excluded Liabilities after the SeparationGlasCraft Liabilities. (dii) If Extendicare Cohesant is unable to obtain, or to cause to be obtained, any such required release, consentConsent, substitutionapproval, approval substitution or amendment pursuant to Section 4.10(c2.04(b)(i), the applicable ALC Company Spinco Entity shall continue to be bound by such Contracts, licenses Licenses and other obligations or Liabilities and, unless not permitted by Law or the terms thereof, Extendicare Cohesant shall, as agent or subcontractor for such ALC CompanySpinco Entity, pay, perform and discharge fully all the obligations or other Liabilities of such ALC Company Spinco Entity thereunder from and after the Effective TimeDistribution Date. Extendicare shall, and shall cause each other member of the Extendicare Group to, without further consideration, pay and remit, or cause to be paid or remitted, to the applicable ALC Company, promptly all money, rights and other consideration received by it or any other member of the Extendicare Group in respect of such performance. Extendicare Cohesant (ix) shall indemnify and hold harmless each ALC Spinco Indemnitee and hold each of them harmless against any Liabilities arising in connection therewith and (iiy) without the prior written consent of ALCSpinco, from and after the Effective TimeDistribution Date, shall not, and shall not permit any member of the Extendicare Group Cohesant Entity to, amend, renew or extend the term of, increase its obligations under or transfer any Contract, license License or other obligation for which any ALC Company a Spinco Entity is or may be liable, pursuant to liable or for which any ALC Business Asset is or may be encumbered, encumbered unless all obligations of the ALC Companies Spinco Entities and all encumbrances Encumbrances on any ALC Business Asset with respect thereto are thereupon released and terminated by documentation reasonably satisfactory in form and substance to ALCSpinco.

Novation of Liabilities. (a) ALC Except as otherwise provided in the proviso in Section 2.6(a), each of SPG and WPG, at the request of the other, shall use its commercially reasonable efforts to (i) obtain, or to cause to be obtained, as soon as reasonably practicable, any release, consent, substitution, approval or amendment required to novate all members of the Extendicare Group from and or assign all obligations under Contracts, licenses WPG Liabilities and other obligations or Liabilities of any nature whatsoever that constitute Assumed Liabilities, or to obtain in writing the unconditional release of all members each member of the Extendicare SPG Group that is a party to any such obligationsarrangements, so that, in any such case, ALC or any other ALC Company, the members of the WPG Group shall be solely responsible for such Assumed WPG Liabilities; provided, (ii) terminatehowever, that, except as otherwise expressly provided in this Agreement or cause ALC Assets to be substituted in all respects for any Excluded Assets in respect of, the encumbrances on Excluded Assets which are securing any Assumed Liabilities and (iii) obtain the unconditional release of any member of the Extendicare Group Ancillary Agreements, neither SPG nor WPG shall be obligated to contribute any capital or pay any consideration in any form (including providing any letter of credit, guaranty or other financial accommodation) to any third Person from whom any guarantee of the Assumed Liabilities after the Separationsuch consent, substitution, approval, amendment or release is requested. (b) If ALC SPG or WPG is unable to obtain, or to cause to be obtained, any such required release, consent, substitution, approval approval, amendment or amendment pursuant to Section 4.10, release and the applicable member of the Extendicare SPG Group shall continue continues to be bound by such ContractsWPG Liability (or any agreement, licenses and lease, license or other obligations or Liabilities andobligation, unless not permitted by Law or the terms thereofin each case, ALC pursuant to which any WPG Liability arises) (each, an “Unreleased WPG Liability”), WPG shall, to the extent not prohibited by Law, as indemnitor, guarantor, agent or subcontractor for such member of the Extendicare SPG Group, as the case may be, (i) pay, perform and discharge fully all of the obligations or other Liabilities of such member of the Extendicare SPG Group thereunder that constitute Unreleased WPG Liabilities from and after the Effective TimeTime and (ii) use its commercially reasonable efforts to effect such payment, performance or discharge prior to any demand for such payment, performance or discharge is permitted to be made by the obligee thereunder on any member of the SPG Group. ALC shallIf and when any such consent, and substitution, approval, amendment or release shall cause each other ALC Companybe obtained or the Unreleased WPG Liabilities shall otherwise become assignable or able to be novated, without further consideration to, pay and remitSPG shall promptly assign, or cause to be paid assigned, and WPG or remitted, to the applicable WPG Group member shall assume, such Unreleased WPG Liabilities without exchange of the Extendicare Group, promptly all money, rights and other consideration received by it or any other ALC Company in respect of such performance. ALC (i) shall indemnify and hold harmless each Extendicare Indemnitee against any Liabilities arising in connection therewith and (ii) without the prior written consent of Extendicare, from and after the Effective Time, shall not, and shall not permit any ALC Company to, renew or extend the term of, increase its obligations under or transfer any Contract, license or other obligation for which a member of the Extendicare Group is or may be liable, pursuant to which any Excluded Asset is or may be encumbered, unless all obligations of the members of the Extendicare Group and all encumbrances on any Excluded Asset with respect thereto are thereupon released and terminated by documentation reasonably satisfactory in form and substance to Extendicare. (c) Extendicare shall use commercially reasonable efforts to (i) obtain, or cause to be obtained, any release, consent, substitution, approval or amendment required to novate all ALC Companies from and assign all obligations under Contracts, licenses and other obligations or Liabilities of any nature whatsoever that constitute Excluded Liabilities, or to obtain in writing the unconditional release of all ALC Companies to such obligations, so that, in any such case, Extendicare or any other member of the Extendicare Group shall be solely responsible for such Excluded Liabilities, (ii) terminate, or cause Excluded Assets to be substituted in all respects for any ALC Assets in respect of, the encumbrances on ALC Assets which are securing any Excluded Liabilities and (iii) obtain the unconditional release of any ALC Company from any guarantee of the Excluded Liabilities after the Separation. (d) If Extendicare is unable to obtain, or to cause to be obtained, any such required release, consent, substitution, approval or amendment pursuant to Section 4.10(c), the applicable ALC Company shall continue to be bound by such Contracts, licenses and other obligations or Liabilities and, unless not permitted by Law or the terms thereof, Extendicare shall, as agent or subcontractor for such ALC Company, pay, perform and discharge fully all the obligations or other Liabilities of such ALC Company thereunder from and after the Effective Time. Extendicare shall, and shall cause each other member of the Extendicare Group to, without further consideration, pay and remit, or cause to be paid or remitted, to the applicable ALC Company, promptly all money, rights and other consideration received by it or any other member of the Extendicare Group in respect of such performance. Extendicare (i) shall indemnify and hold harmless each ALC Indemnitee against any Liabilities arising in connection therewith and (ii) without the prior written consent of ALC, from and after the Effective Time, shall not, and shall not permit any member of the Extendicare Group to, renew or extend the term of, increase its obligations under or transfer any Contract, license or other obligation for which any ALC Company is or may be liable, pursuant to which any ALC Asset is or may be encumbered, unless all obligations of the ALC Companies and all encumbrances on any ALC Asset with respect thereto are thereupon released and terminated by documentation reasonably satisfactory in form and substance to ALC.

Novation of Liabilities. (a) ALC Novation of UpstreamCo Liabilities. (i) Except as set forth in Schedule 2.5(a), each of Parent and UpstreamCo, at the request of the other, shall use commercially reasonable efforts to (i) obtain, or to cause to be obtained, as soon as reasonably practicable, any release, consent, substitution, approval or amendment required to novate all members of the Extendicare Group from and or assign all obligations under Contracts, licenses UpstreamCo Liabilities and other obligations or Liabilities of any nature whatsoever that constitute Assumed Liabilities, or to obtain in writing the unconditional release of all members each member of the Extendicare Parent Group that is a party to any such obligationsarrangements, so that, in any such case, ALC or any other ALC Company, the members of the UpstreamCo Group shall be solely responsible for such Assumed UpstreamCo Liabilities; provided, however, that, except as otherwise expressly provided in this Agreement or any of the Ancillary Agreements, neither Parent nor UpstreamCo shall be obligated to contribute any capital or pay any consideration in any form (including providing any letter of credit, guaranty or other financial accommodation) to any Third Party from whom any such consent, substitution, approval, amendment or release is requested. (ii) terminate, If Parent or cause ALC Assets to be substituted in all respects for any Excluded Assets in respect of, the encumbrances on Excluded Assets which are securing any Assumed Liabilities and (iii) obtain the unconditional release of any member of the Extendicare Group from any guarantee of the Assumed Liabilities after the Separation. (b) If ALC UpstreamCo is unable to obtain, or to cause to be obtained, any such required release, consent, substitution, approval approval, amendment or amendment pursuant release referred to in clause (i) of this Section 4.10, 2.5(a) and the applicable member of the Extendicare Parent Group shall continue continues to be bound by such Contractsagreement, licenses and lease, license or other obligations obligation or Liabilities andLiability (each, unless not permitted by Law or the terms thereofan “Unreleased UpstreamCo Liability”), ALC UpstreamCo shall, to the extent not prohibited by Law, as indemnitor, guarantor, agent or subcontractor for such member of the Extendicare Parent Group, as the case may be, (A) pay, perform and discharge fully all the obligations or other Liabilities of such member of the Extendicare Parent Group thereunder that constitute Unreleased UpstreamCo Liabilities from and after the Effective TimeTime and (B) use commercially reasonable efforts to effect such payment, performance or discharge prior to any demand for such payment, performance or discharge is permitted to be made by the obligee thereunder on any member of the Parent Group. ALC shallIf and when any such consent, and substitution, approval, amendment or release shall cause each other ALC Companybe obtained or the Unreleased UpstreamCo Liabilities shall otherwise become assignable or able to be novated, without further consideration to, pay and remitParent shall promptly assign, or cause to be paid assigned, and UpstreamCo or remitted, to the applicable UpstreamCo Group member shall assume, such Unreleased UpstreamCo Liabilities without exchange of the Extendicare Group, promptly all money, rights and other consideration received by it or any other ALC Company in respect of such performance. ALC (i) shall indemnify and hold harmless each Extendicare Indemnitee against any Liabilities arising in connection therewith and (ii) without the prior written consent of Extendicare, from and after the Effective Time, shall not, and shall not permit any ALC Company to, renew or extend the term of, increase its obligations under or transfer any Contract, license or other obligation for which a member of the Extendicare Group is or may be liable, pursuant to which any Excluded Asset is or may be encumbered, unless all obligations of the members of the Extendicare Group and all encumbrances on any Excluded Asset with respect thereto are thereupon released and terminated by documentation reasonably satisfactory in form and substance to Extendicare. (c) Extendicare shall use commercially reasonable efforts to (i) obtain, or cause to be obtained, any release, consent, substitution, approval or amendment required to novate all ALC Companies from and assign all obligations under Contracts, licenses and other obligations or Liabilities of any nature whatsoever that constitute Excluded Liabilities, or to obtain in writing the unconditional release of all ALC Companies to such obligations, so that, in any such case, Extendicare or any other member of the Extendicare Group shall be solely responsible for such Excluded Liabilities, (ii) terminate, or cause Excluded Assets to be substituted in all respects for any ALC Assets in respect of, the encumbrances on ALC Assets which are securing any Excluded Liabilities and (iii) obtain the unconditional release of any ALC Company from any guarantee of the Excluded Liabilities after the Separation. (d) If Extendicare is unable to obtain, or to cause to be obtained, any such required release, consent, substitution, approval or amendment pursuant to Section 4.10(c), the applicable ALC Company shall continue to be bound by such Contracts, licenses and other obligations or Liabilities and, unless not permitted by Law or the terms thereof, Extendicare shall, as agent or subcontractor for such ALC Company, pay, perform and discharge fully all the obligations or other Liabilities of such ALC Company thereunder from and after the Effective Time. Extendicare shall, and shall cause each other member of the Extendicare Group to, without further consideration, pay and remit, or cause to be paid or remitted, to the applicable ALC Company, promptly all money, rights and other consideration received by it or any other member of the Extendicare Group in respect of such performance. Extendicare (i) shall indemnify and hold harmless each ALC Indemnitee against any Liabilities arising in connection therewith and (ii) without the prior written consent of ALC, from and after the Effective Time, shall not, and shall not permit any member of the Extendicare Group to, renew or extend the term of, increase its obligations under or transfer any Contract, license or other obligation for which any ALC Company is or may be liable, pursuant to which any ALC Asset is or may be encumbered, unless all obligations of the ALC Companies and all encumbrances on any ALC Asset with respect thereto are thereupon released and terminated by documentation reasonably satisfactory in form and substance to ALC.

Novation of Liabilities. (a) ALC With respect to a Liability for which a Party, including its Subsidiaries, is not responsible under this Agreement after the Relevant Time, but for which a Party or one or more of its Subsidiaries continues to be liable to a third party after the Relevant Time, that Party may request the Party responsible under this Agreement for the Liability to take actions after the Relevant Time to relieve the requesting Party from such Liability. Upon any such request, the responsible Party shall use commercially reasonable efforts to either: (i) to obtain, or cause to be obtained, any Consent, release, consenttransfer, substitution, approval substitutions or amendment novations required for such Liability to novate all members become solely the Liability of the Extendicare Group from and assign all obligations under Contracts, licenses and other obligations responsible Party or Liabilities one of any nature whatsoever that constitute Assumed Liabilities, or to obtain in writing the unconditional release of all members of the Extendicare Group to such obligations, so that, in any such case, ALC or any other ALC Company, shall be solely responsible for such Assumed Liabilities, its respective Subsidiaries; or (ii) terminate, or cause ALC Assets to be substituted in all respects for any Excluded Assets in respect of, the encumbrances on Excluded Assets which are securing any Assumed Liabilities and (iii) obtain the an unconditional release of from Liability for the requesting Party and/or its relevant Subsidiaries. The Responsible Party or Parties are not required by this provision to pay any member of money or other consideration to relieve the Extendicare Group requesting Party from any guarantee of the Assumed Liabilities after Liability unless the SeparationRequesting Party agrees to reimburse the responsible Party in full upon or prior to the payment. (b) If ALC the responsible Party is unable to obtainrelieve the requesting Party and any of its relevant Subsidiaries from a Liability in compliance with Section 2.10(a), the Party who Assumed or retained such Liability (the “Liable Party”) shall, or shall cause one of its Subsidiaries, to cause to be obtainedpay, any such required releaseperform, consent, substitution, approval discharge or amendment pursuant to Section 4.10, otherwise satisfy in full the applicable member of the Extendicare Group shall continue to be bound by such Contracts, licenses and other obligations or Liabilities andLiability, unless not permitted to do so by Law or Contract. As required to satisfy the terms thereofLiability and not otherwise prohibited, ALC shall, the Liable Party may act as an agent or subcontractor for such member the requesting Party in order to relieve the requesting Party from the Liability. This provision does not relieve the requesting Party from the Liability. This provision does not require the requesting Party to extend, renew or otherwise cause a Contract or other Liability to remain in effect beyond the term in effect as of the Extendicare Group, pay, perform and discharge fully all the obligations or other Liabilities of such member of the Extendicare Group thereunder from and after the Effective Relevant Time. ALC Each other Party shall, and shall cause each other ALC Company, without further consideration toconsideration, promptly pay and remit, or cause to be promptly paid or remitted, to the applicable member Liable Party or any of its Subsidiaries responsible for the Extendicare GroupLiability, promptly all money, rights and other consideration received by it the Party or any other ALC Company its Subsidiaries in respect of such performanceperformance by the Liable Party (unless any such consideration is an Asset of such other Party or one of its Subsidiaries pursuant to this Agreement). ALC (i) If and when any such Consent, release, substitution, amendment or release of the Liability shall indemnify and hold harmless each Extendicare Indemnitee against any Liabilities arising in connection therewith and (ii) without the prior written consent of Extendicarebe obtained, from and after the Effective Timeor such agreement, shall not, and shall not permit any ALC Company to, renew or extend the term of, increase its obligations under or transfer any Contractlease, license or other obligation for which a member of rights or obligations giving rise to the Extendicare Group is Liability shall otherwise become assignable or may able to be liablenovated, pursuant to which any Excluded Asset is or may be encumbered, unless all obligations of the members of the Extendicare Group and all encumbrances on any Excluded Asset with respect thereto are thereupon released and terminated by documentation reasonably satisfactory in form and substance to Extendicare. (c) Extendicare other Party shall use commercially reasonable efforts to (i) obtainpromptly Transfer, or cause to be obtainedTransferred, any releaseall rights, consent, substitution, approval or amendment required to novate all ALC Companies from and assign all obligations under Contracts, licenses and other obligations or Liabilities thereunder of any nature whatsoever that constitute Excluded Liabilities, of it or its Subsidiaries to the Liable Party or to obtain in writing the unconditional release one of all ALC Companies its Subsidiaries if requested to such obligations, do so that, in any such case, Extendicare or any other member of the Extendicare Group shall be solely responsible for such Excluded Liabilities, (ii) terminate, or cause Excluded Assets to be substituted in all respects for any ALC Assets in respect of, the encumbrances on ALC Assets which are securing any Excluded Liabilities and (iii) obtain the unconditional release without payment of any ALC Company from any guarantee of the Excluded Liabilities after the Separation. (d) If Extendicare is unable to obtain, or to cause to be obtained, any such required release, consent, substitution, approval or amendment pursuant to Section 4.10(c), the applicable ALC Company shall continue to be bound by such Contracts, licenses and other obligations or Liabilities and, unless not permitted by Law or the terms thereof, Extendicare shall, as agent or subcontractor for such ALC Company, pay, perform and discharge fully all the obligations or other Liabilities of such ALC Company thereunder from and after the Effective Time. Extendicare shall, and shall cause each other member of the Extendicare Group to, without further consideration, pay and remitthe Liable Party, or cause to be paid or remittedanother member of such Liable Party’s Group, to without the applicable ALC Companypayment of any further consideration, promptly all money, shall Assume such rights and other consideration received by it or any other member of the Extendicare Group in respect of such performance. Extendicare (i) shall indemnify and hold harmless each ALC Indemnitee against any Liabilities arising in connection therewith and (ii) without the prior written consent of ALC, from and after the Effective Time, shall not, and shall not permit any member of the Extendicare Group to, renew or extend the term of, increase its obligations under or transfer any Contract, license or other obligation for which any ALC Company is or may be liable, pursuant to which any ALC Asset is or may be encumbered, unless all obligations of the ALC Companies and all encumbrances on any ALC Asset with respect thereto are thereupon released and terminated by documentation reasonably satisfactory in form and substance to ALCLiabilities.

Novation of Liabilities. (ai) ALC Spinco, at the written request of TWDC, and to the extent a Business Liability is not a Delayed Transfer Liability, shall use commercially its reasonable efforts to (ix) obtain, or to cause to be obtained, any release, consentConsent, substitution, approval or amendment required to novate all members of the Extendicare Group TWDC Entities from and assign all obligations under Contracts, licenses Licenses and other obligations or Liabilities of any nature whatsoever that constitute Assumed Business Liabilities, or to obtain in writing the unconditional release of all members of the Extendicare Group TWDC Entities to such obligations, so that, in any such case, ALC or any other ALC Company, the Spinco Entities shall be solely responsible for such Assumed Liabilities, Business Liabilities and (iiy) terminate, or to cause ALC Business Assets to be substituted in all respects for any Excluded Assets of the Retained Business (“TWDC Assets”) in respect of, the encumbrances any Encumbrances on Excluded TWDC Assets which are securing any Assumed Liabilities and (iii) obtain the unconditional release of any member of the Extendicare Group from any guarantee of the Assumed Liabilities after the SeparationBusiness Liabilities. (bii) If ALC Spinco is unable to obtain, or to cause to be obtained, any such required release, consentConsent, substitution, approval or amendment pursuant to Section 4.102.04(a)(i), the applicable member of the Extendicare Group TWDC Entity shall continue to be bound by such Contracts, licenses Licenses and other obligations or Liabilities and, unless not permitted by Law or the terms thereof, ALC Spinco shall, as agent or subcontractor for such member of the Extendicare GroupTWDC Entity, pay, perform and discharge fully all the obligations or other Liabilities of such member of the Extendicare Group TWDC Entity thereunder from and after the Effective TimeDistribution Date. ALC shall, and shall cause each other ALC Company, without further consideration to, pay and remit, or cause to be paid or remitted, to the applicable member of the Extendicare Group, promptly all money, rights and other consideration received by it or any other ALC Company in respect of such performance. ALC Spinco (ix) shall indemnify and hold harmless each Extendicare TWDC Indemnitee and hold it harmless against any Liabilities arising in connection therewith and (iiy) without the prior written consent of ExtendicareTWDC, from and after the Effective TimeDistribution Date, shall not, and shall not permit any ALC Company Spinco Entity to, renew or extend the term of, increase its obligations under or transfer any Contract, license License or other obligation for which a member of the Extendicare Group TWDC Entity is or may be liable, pursuant to which any Excluded TWDC Asset is or may be encumbered, unless all obligations of the members of the Extendicare Group TWDC Entities and all encumbrances Encumbrances on any Excluded TWDC Asset with respect thereto are thereupon released and terminated by documentation reasonably satisfactory in form and substance to ExtendicareTWDC. (ci) Extendicare TWDC, at the written request of Spinco, shall use commercially its reasonable efforts to (ix) obtain, or to cause to be obtained, any release, consentConsent, substitution, approval or amendment required to novate all ALC Companies Spinco Entities from and assign all obligations under Contracts, licenses Licenses and other obligations or Liabilities of any nature whatsoever that constitute Excluded LiabilitiesLiabilities of any TWDC Entity, or to obtain in writing the unconditional release of all ALC Companies Spinco Entities to such obligations, so that, in any such case, Extendicare or any other member of the Extendicare Group TWDC Entities shall be solely responsible for such Excluded Liabilities, TWDC Liabilities and (iiy) terminate, or to cause Excluded TWDC Assets to be substituted in all respects for any ALC Business Assets in respect of, the encumbrances any Encumbrances on ALC Business Assets which are securing any Excluded Liabilities and (iii) obtain the unconditional release of any ALC Company from any guarantee of the Excluded Liabilities after the SeparationTWDC Liabilities. (dii) If Extendicare TWDC is unable to obtain, or to cause to be obtained, any such required release, consentConsent, substitutionapproval, approval substitution or amendment pursuant to Section 4.10(c2.04(b)(i), the applicable ALC Company Spinco Entity shall continue to be bound by such Contracts, licenses Licenses and other obligations or Liabilities and, unless not permitted by Law or the terms thereof, Extendicare TWDC shall, as agent or subcontractor for such ALC CompanySpinco Entity, pay, perform and discharge fully all the obligations or other Liabilities of such ALC Company Spinco Entity thereunder from and after the Effective TimeDistribution Date. Extendicare shall, and shall cause each other member of the Extendicare Group to, without further consideration, pay and remit, or cause to be paid or remitted, to the applicable ALC Company, promptly all money, rights and other consideration received by it or any other member of the Extendicare Group in respect of such performance. Extendicare TWDC (ix) shall indemnify and hold harmless each ALC Spinco Indemnitee and hold each of them harmless against any Liabilities arising in connection therewith and (iiy) without the prior written consent of ALCSpinco, from and after the Effective TimeDistribution Date, shall not, and shall not permit any member of the Extendicare Group TWDC Entity to, renew or extend the term of, increase its obligations under or transfer any Contract, license License or other obligation for which any ALC Company a Spinco Entity is or may be liable, pursuant to liable or for which any ALC Business Asset is or may be encumbered, encumbered unless all obligations of the ALC Companies Spinco Entities and all encumbrances Encumbrances on any ALC Business Asset with respect thereto are thereupon released and terminated by documentation reasonably satisfactory in form and substance to ALCSpinco.

Novation of Liabilities. (ai) ALC Spinco, at the written request of TWDC, and to the extent a Business Liability is not a Delayed Transfer Liability, shall use commercially its reasonable efforts to (ix) obtain, or to cause to be obtained, any release, consentConsent, substitution, approval or amendment required to novate all members of the Extendicare Group TWDC Entities from and assign all obligations under Contracts, licenses Licenses and other obligations or Liabilities of any nature whatsoever that constitute Assumed Business Liabilities, or to obtain in writing the unconditional release of all members of the Extendicare Group TWDC Entities to such obligations, so that, in any such case, ALC or any other ALC Company, the Spinco Entities shall be solely responsible for such Assumed Liabilities, Business Liabilities and (iiy) terminate, or to cause ALC Business Assets to be substituted in all respects for any Excluded Assets of the Retained Business ("TWDC Assets") in respect of, the encumbrances any Encumbrances on Excluded TWDC Assets which are securing any Assumed Liabilities and (iii) obtain the unconditional release of any member of the Extendicare Group from any guarantee of the Assumed Liabilities after the SeparationBusiness Liabilities. (bii) If ALC Spinco is unable to obtain, or to cause to be obtained, any such required release, consentConsent, substitution, approval or amendment pursuant to Section 4.102.04(a)(i), the applicable member of the Extendicare Group TWDC Entity shall continue to be bound by such Contracts, licenses Licenses and other obligations or Liabilities and, unless not permitted by Law or the terms thereof, ALC Spinco shall, as agent or subcontractor for such member of the Extendicare GroupTWDC Entity, pay, perform and discharge fully all the obligations or other Liabilities of such member of the Extendicare Group TWDC Entity thereunder from and after the Effective TimeDistribution Date. ALC shall, and shall cause each other ALC Company, without further consideration to, pay and remit, or cause to be paid or remitted, to the applicable member of the Extendicare Group, promptly all money, rights and other consideration received by it or any other ALC Company in respect of such performance. ALC Spinco (ix) shall indemnify and hold harmless each Extendicare TWDC Indemnitee and hold it harmless against any Liabilities arising in connection therewith and (iiy) without the prior written consent of ExtendicareTWDC, from and after the Effective TimeDistribution Date, shall not, and shall not permit any ALC Company Spinco Entity to, renew or extend the term of, increase its obligations under or transfer any Contract, license License or other obligation for which a member of the Extendicare Group TWDC Entity is or may be liable, pursuant to which any Excluded TWDC Asset is or may be encumbered, unless all obligations of the members of the Extendicare Group TWDC Entities and all encumbrances Encumbrances on any Excluded TWDC Asset with respect thereto are thereupon released and terminated by documentation reasonably satisfactory in form and substance to ExtendicareTWDC. (ci) Extendicare TWDC, at the written request of Spinco, shall use commercially its reasonable efforts to (ix) obtain, or to cause to be obtained, any release, consentConsent, substitution, approval or amendment required to novate all ALC Companies Spinco Entities from and assign all obligations under Contracts, licenses Licenses and other obligations or Liabilities of any nature whatsoever that constitute Excluded LiabilitiesLiabilities of any TWDC Entity, or to obtain in writing the unconditional release of all ALC Companies Spinco Entities to such obligations, so that, in any such case, Extendicare or any other member of the Extendicare Group TWDC Entities shall be solely responsible for such Excluded Liabilities, TWDC Liabilities and (iiy) terminate, or to cause Excluded TWDC Assets to be substituted in all respects for any ALC Business Assets in respect of, the encumbrances any Encumbrances on ALC Business Assets which are securing any Excluded Liabilities and (iii) obtain the unconditional release of any ALC Company from any guarantee of the Excluded Liabilities after the SeparationTWDC Liabilities. (dii) If Extendicare TWDC is unable to obtain, or to cause to be obtained, any such required release, consentConsent, substitutionapproval, approval substitution or amendment pursuant to Section 4.10(c2.04(b)(i), the applicable ALC Company Spinco Entity shall continue to be bound by such Contracts, licenses Licenses and other obligations or Liabilities and, unless not permitted by Law or the terms thereof, Extendicare TWDC shall, as agent or subcontractor for such ALC CompanySpinco Entity, pay, perform and discharge fully all the obligations or other Liabilities of such ALC Company Spinco Entity thereunder from and after the Effective TimeDistribution Date. Extendicare shall, and shall cause each other member of the Extendicare Group to, without further consideration, pay and remit, or cause to be paid or remitted, to the applicable ALC Company, promptly all money, rights and other consideration received by it or any other member of the Extendicare Group in respect of such performance. Extendicare TWDC (ix) shall indemnify and hold harmless each ALC Spinco Indemnitee and hold each of them harmless against any Liabilities arising in connection therewith and (iiy) without the prior written consent of ALCSpinco, from and after the Effective TimeDistribution Date, shall not, and shall not permit any member of the Extendicare Group TWDC Entity to, renew or extend the term of, increase its obligations under or transfer any Contract, license License or other obligation for which any ALC Company a Spinco Entity is or may be liable, pursuant to liable or for which any ALC Business Asset is or may be encumbered, encumbered unless all obligations of the ALC Companies Spinco Entities and all encumbrances Encumbrances on any ALC Business Asset with respect thereto are thereupon released and terminated by documentation reasonably satisfactory in form and substance to ALCSpinco.

Novation of Liabilities. (a) ALC Novation of SpinCo Liabilities. (i) Each of Parent and SpinCo, at the request of the other, shall use its commercially reasonable efforts to (i) obtain, or to cause to be obtained, as soon as reasonably practicable, any release, consent, substitution, approval or amendment required to novate all members of the Extendicare Group from and or assign all obligations under Contracts, licenses SpinCo Liabilities and other obligations or Liabilities of any nature whatsoever that constitute Assumed Liabilities, or to obtain in writing the unconditional release of all members each member of the Extendicare Parent Group that is a party to any such obligationsarrangements, so that, in any such case, ALC or any other ALC Company, the members of the SpinCo Group shall be solely responsible for such Assumed SpinCo Liabilities; provided, however, that, except as otherwise expressly provided in this Agreement or any of the Ancillary Agreements, neither Parent, SpinCo nor any member of their respective Groups shall be obligated to contribute any capital or pay any consideration in any form (including providing any letter of credit, guaranty or other financial accommodation) to any third Person from whom any such consent, substitution, approval, amendment or release is requested. (ii) terminate, If Parent or cause ALC Assets to be substituted in all respects for any Excluded Assets in respect of, the encumbrances on Excluded Assets which are securing any Assumed Liabilities and (iii) obtain the unconditional release of any member of the Extendicare Group from any guarantee of the Assumed Liabilities after the Separation. (b) If ALC SpinCo is unable to obtain, or to cause to be obtained, any such required release, consent, substitution, approval approval, amendment or amendment pursuant to Section 4.10, release and the applicable member of the Extendicare Parent Group shall continue continues to be bound by such Contractsagreement, licenses and lease, license or other obligations obligation or Liabilities andLiability (each, unless not permitted by Law or the terms thereofan “Unreleased SpinCo Liability”), ALC SpinCo shall, to the extent not prohibited by Law, as indemnitor, guarantor, agent or subcontractor for such member of the Extendicare Parent Group, as the case may be, (A) pay, perform and discharge fully all the obligations or other Liabilities of such member of the Extendicare Parent Group thereunder that constitute Unreleased SpinCo Liabilities from and after the Effective TimeTime and (B) use its commercially reasonable efforts to effect such payment, performance or discharge prior to any demand for such payment, performance or discharge is permitted to be made by the obligee thereunder on any member of the Parent Group. ALC shallIf and when any such consent, and substitution, approval, amendment or release shall cause each other ALC Companybe obtained or the Unreleased SpinCo Liabilities shall otherwise become assignable or able to be novated, without further consideration to, pay and remitParent shall promptly assign, or cause to be paid assigned, and SpinCo or remitted, to the applicable SpinCo Group member shall assume, such Unreleased SpinCo Liabilities without exchange of the Extendicare Group, promptly all money, rights and other consideration received by it or any other ALC Company in respect of such performance. ALC (i) shall indemnify and hold harmless each Extendicare Indemnitee against any Liabilities arising in connection therewith and (ii) without the prior written consent of Extendicare, from and after the Effective Time, shall not, and shall not permit any ALC Company to, renew or extend the term of, increase its obligations under or transfer any Contract, license or other obligation for which a member of the Extendicare Group is or may be liable, pursuant to which any Excluded Asset is or may be encumbered, unless all obligations of the members of the Extendicare Group and all encumbrances on any Excluded Asset with respect thereto are thereupon released and terminated by documentation reasonably satisfactory in form and substance to Extendicare. (c) Extendicare shall use commercially reasonable efforts to (i) obtain, or cause to be obtained, any release, consent, substitution, approval or amendment required to novate all ALC Companies from and assign all obligations under Contracts, licenses and other obligations or Liabilities of any nature whatsoever that constitute Excluded Liabilities, or to obtain in writing the unconditional release of all ALC Companies to such obligations, so that, in any such case, Extendicare or any other member of the Extendicare Group shall be solely responsible for such Excluded Liabilities, (ii) terminate, or cause Excluded Assets to be substituted in all respects for any ALC Assets in respect of, the encumbrances on ALC Assets which are securing any Excluded Liabilities and (iii) obtain the unconditional release of any ALC Company from any guarantee of the Excluded Liabilities after the Separation. (d) If Extendicare is unable to obtain, or to cause to be obtained, any such required release, consent, substitution, approval or amendment pursuant to Section 4.10(c), the applicable ALC Company shall continue to be bound by such Contracts, licenses and other obligations or Liabilities and, unless not permitted by Law or the terms thereof, Extendicare shall, as agent or subcontractor for such ALC Company, pay, perform and discharge fully all the obligations or other Liabilities of such ALC Company thereunder from and after the Effective Time. Extendicare shall, and shall cause each other member of the Extendicare Group to, without further consideration, pay and remit, or cause to be paid or remitted, to the applicable ALC Company, promptly all money, rights and other consideration received by it or any other member of the Extendicare Group in respect of such performance. Extendicare (i) shall indemnify and hold harmless each ALC Indemnitee against any Liabilities arising in connection therewith and (ii) without the prior written consent of ALC, from and after the Effective Time, shall not, and shall not permit any member of the Extendicare Group to, renew or extend the term of, increase its obligations under or transfer any Contract, license or other obligation for which any ALC Company is or may be liable, pursuant to which any ALC Asset is or may be encumbered, unless all obligations of the ALC Companies and all encumbrances on any ALC Asset with respect thereto are thereupon released and terminated by documentation reasonably satisfactory in form and substance to ALC.

Novation of Liabilities. (a) ALC Each of the Company and Holdco, at the reasonable written request of the other, shall use commercially its reasonable commercial efforts to (i) obtain, or to cause to be obtained, any release, consent, substitution, approval or amendment required to novate all members of the Extendicare Group from and assign all obligations under Contracts, licenses and other obligations or Liabilities of any nature whatsoever that constitute Assumed TWIC Broadband Liabilities or Holdco's TWE Broadband Partnership Liabilities, or to obtain in writing the unconditional release of all members of the Extendicare Group parties to such obligationsarrangements other than the Company (or any other Company Group Member party thereto), so that, in any such case, ALC the Company (or any other ALC Company, shall such Company Group Member) will be solely responsible for such Assumed Liabilities; provided, (ii) terminatehowever, or cause ALC Assets to be substituted in all respects for any Excluded Assets in respect of, that none of the encumbrances on Excluded Assets which are securing any Assumed Liabilities and (iii) obtain the unconditional release Members of any member of Group shall be obligated to pay any consideration or surrender, release or modify any rights or remedies therefor to any third party from whom such releases, consents, approvals, substitutions and amendments are requested, except as explicitly set forth in the Extendicare Group from Restructuring Agreement or any guarantee of the Assumed Liabilities after the Separationother Transaction Agreement. (b) If ALC the Company or Holdco is unable to obtain, or to cause to be obtained, any such required release, consent, substitution, approval or amendment pursuant to Section 4.10amendment, Holdco or the applicable member of the Extendicare Group TWIC Broadband Member shall continue to be bound by such Contracts, licenses and other obligations or Liabilities and, unless not permitted by Law or the terms thereof, ALC the applicable Company Group Member shall, as agent or subcontractor for such member of the Extendicare GroupHoldco, pay, perform and discharge fully all the obligations or other Liabilities of such member of Holdco or the Extendicare Group applicable TWIC Broadband Member thereunder from and after the Effective TimeClosing. ALC shall, and shall cause each other ALC Company, without further consideration to, pay and remit, or cause to be paid or remitted, to the applicable member of the Extendicare Group, promptly all money, rights and other consideration received by it or any other ALC The Company in respect of such performance. ALC (i) shall indemnify each TWIC Broadband Indemnitee and hold it harmless each Extendicare Indemnitee against any Liabilities arising in connection therewith and (ii) without the prior written consent of Extendicare, from and after the Effective Time, shall not, and shall not permit any ALC Company to, renew therewith. Holdco or extend the term of, increase its obligations under or transfer any Contract, license or other obligation for which a member of the Extendicare Group is or may be liable, pursuant to which any Excluded Asset is or may be encumbered, unless all obligations of the members of the Extendicare Group and all encumbrances on any Excluded Asset with respect thereto are thereupon released and terminated by documentation reasonably satisfactory in form and substance to Extendicare. (c) Extendicare shall use commercially reasonable efforts to (i) obtain, or cause to be obtained, any release, consent, substitution, approval or amendment required to novate all ALC Companies from and assign all obligations under Contracts, licenses and other obligations or Liabilities of any nature whatsoever that constitute Excluded Liabilities, or to obtain in writing the unconditional release of all ALC Companies to such obligations, so that, in any such case, Extendicare or any other member of the Extendicare Group shall be solely responsible for such Excluded Liabilities, (ii) terminate, or cause Excluded Assets to be substituted in all respects for any ALC Assets in respect of, the encumbrances on ALC Assets which are securing any Excluded Liabilities and (iii) obtain the unconditional release of any ALC Company from any guarantee of the Excluded Liabilities after the Separation. (d) If Extendicare is unable to obtain, or to cause to be obtained, any such required release, consent, substitution, approval or amendment pursuant to Section 4.10(c), the applicable ALC Company shall continue to be bound by such Contracts, licenses and other obligations or Liabilities and, unless not permitted by Law or the terms thereof, Extendicare TWIC Broadband Member shall, as agent or subcontractor for such ALC Company, pay, perform and discharge fully all the obligations or other Liabilities of such ALC Company thereunder from and after the Effective Time. Extendicare shall, and shall cause each other member of the Extendicare Group to, without further consideration, pay and remit, or cause to be paid or remitted, to the applicable ALC Company, Company Group Member promptly all money, rights and other consideration received by it or any other member of the Extendicare Group in respect of such performance. Extendicare (i) If and when any such release, consent, substitution, approval or amendment shall indemnify and hold harmless each ALC Indemnitee against any Liabilities arising in connection therewith and (ii) without the prior written consent of ALCbe obtained or such agreement, from and after the Effective Time, shall not, and shall not permit any member of the Extendicare Group to, renew or extend the term of, increase its obligations under or transfer any Contractlease, license or other obligation for which rights or obligations shall otherwise become assignable or able to be novated, Holdco or the applicable TWIC Broadband Member shall thereafter assign, or cause to be assigned, all of its rights, obligations and other Liabilities thereunder to the Company (or one or more Company Group Members designated by the Company) without payment of further consideration and such Company Group Member shall, without the payment of any ALC Company is or may be liablefurther consideration, pursuant to which any ALC Asset is or may be encumberedassume such rights and obligations. Notwithstanding the foregoing, unless Holdco or the applicable TWIC Broadband Member shall so elect in writing, the Company shall assume, or cause the assumption of, all obligations TWIC Broadband Liabilities and TWE Broadband Partnership Liabilities of Holdco as of the ALC Companies and all encumbrances on any ALC Asset with respect thereto are thereupon released and terminated by documentation reasonably satisfactory in form and substance to ALCClosing.