Common use of Special Dividend; Intercompany Debt Repayment Clause in Contracts

Special Dividend; Intercompany Debt Repayment. On the Distribution Date and immediately prior to the Distribution, Harbor shall cause Spinco to use (i) reasonable best efforts to enter into the Spinco Financing, and (ii) use the proceeds therefrom to (A) pay to Harbor the Special Dividend and the Additional Special Dividend (if applicable), in exchange for the Harbor Contribution and (B) effect the Intercompany Debt Repayment. The Special Dividend, the Additional Special Dividend (if applicable) and the amount comprising the Intercompany Debt Repayment shall be paid to Harbor via wire transfer of immediately available funds. If, despite reasonable best efforts by Voyager, Harbor and Spinco, the Spinco Financing cannot be completed fully, the amount of the Spinco Financing shall be reduced to the level at which it can be so completed (but may not be reduced to an amount less than $900,000,000 without the prior written consent of Voyager). In the event that (x) the Spinco Financing, as so reduced, cannot be completed fully and (y) Harbor elects, in its sole discretion, to receive notes or debt securities for all or part of the Special Dividend, Spinco shall issue either notes or debt securities to Harbor in an aggregate principal amount equal to the amount of the financing shortfall, in a manner (and with such customary terms and conditions as Harbor may determine in its sole discretion) that is not reasonably expected to result in any Tax Free Transaction Failure, as determined by Harbor in its reasonable discretion. The rights and obligations of the Parties in respect of pursuing and obtaining the Spinco Financing shall otherwise be as set forth in the Merger Agreement.