Common use of Consent Solicitation Clause in Contracts

Consent Solicitation. In connection with the Exchange Offer, the Company will seek consents from Participating Holders to: • amend the Existing Notes Indenture (the “Consent Solicitation”) to: • waive the applicable change of control provisions; • permit the entry into, and incurrence of draws pursuant to, the New Senior Loan Facility on the Funding Date and the issuance of the New Second Lien Notes (including any additional New Second Lien Notes issued in lieu of cash interest payments) by amending the Incurrence of Indebtedness and Issuance of Preferred Stock and Liens covenants; • amend the definition of “Permitted Holders” for purposes of the Change of Control covenant to include the Supporting Holders and their related parties; and • amend the Payments for Consents and Transactions with Affiliates covenants in connection with the transactions contemplated by this Term Sheet; • amend the security documents relating to the Existing Notes to give effect to the Term Sheet, including to consent to full subordination of the liens securing the Existing Notes to the New Senior Loan Facility and the New Second Lien Notes; and • amend and restate the existing intercreditor agreement to account for the entry into the New Senior Loan Facility on the Funding Date, the New Second Lien Notes and the related liens and the relative lien priorities of the Revolving Credit Facility, the New Senior Loan Facility, the New Second Lien Notes and the Existing Notes as contemplated by Schedule 1. In order to tender Existing Notes for exchange in the Exchange Offer, Participating Holders shall be required to deliver consents in the Consent Solicitation. Supporting Holders’ participation in the Exchange Offer and Consent Solicitation will occur at the launch of the deal and Supporting Holders shall, subject to the terms of the RSA, waive withdrawal rights with respect to tendered Existing Notes and the related Consents, with the effect that, the Company and the trustee for the Existing Notes Indenture shall be able to enter into a supplemental indenture to permit the entry into the New Senior Loan Facility and related matters on the Funding Date.

Consent Solicitation. In connection with (a) At the Exchange Offerrequest and sole expense of Parent, the Company will seek consents from Participating Holders to: • amend the Existing Notes Indenture shall promptly at a time reasonably requested by Parent, commence, or cause its Subsidiaries to promptly commence, one or more consent solicitations (the each, a “Consent Solicitation”), with respect to certain amendments and waivers to the indenture (the “Indenture”) to: • waive governing the applicable change Company’s publicly traded 7.50% Senior Notes due 2021 (the “Notes”) on terms and conditions set forth in Section 5.15 of control provisions; • permit the entry intoParent Disclosure Letter (or as may otherwise be agreed between the Company and Parent), and incurrence of draws pursuant tosuch other customary terms and conditions as are reasonably acceptable to the Company and Parent, and Parent shall assist the Company in connection therewith. If the Parent elects to proceed with any Consent Solicitation, the New Senior Loan Facility on the Funding Date and the issuance of the New Second Lien Notes (including any additional New Second Lien Notes issued in lieu of cash interest payments) by amending the Incurrence of Indebtedness and Issuance of Preferred Stock and Liens covenants; • amend the definition of “Permitted Holders” Company shall irrevocably take all corporate actions necessary for purposes of the Change of Control covenant to include the Supporting Holders and their related parties; and • amend the Payments for Consents and Transactions with Affiliates covenants in connection with the transactions contemplated by this Term Sheet; • amend the security documents relating to the Existing Notes to give effect to the Term Sheet, including to consent to full subordination of the liens securing the Existing Notes to the New Senior Loan Facility and the New Second Lien Notes; and • amend and restate the existing intercreditor agreement to account for the entry into the New Senior Loan Facility on the Funding Date, the New Second Lien Notes and the related liens and the relative lien priorities of the Revolving Credit Facility, the New Senior Loan Facility, the New Second Lien Notes and the Existing Notes as contemplated by Schedule 1. In order to tender Existing Notes for exchange in the Exchange Offer, Participating Holders shall be required to deliver consents in the Consent Solicitation. Supporting Holders’ participation Promptly following the expiration date of the Consent Solicitation, assuming the requisite consents are received with respect to the Notes, the Company and its Subsidiaries, as applicable, shall execute a supplement to the Indenture, amending the terms and provisions of the Indenture as reasonably requested by Parent and as set forth in the Exchange Offer and Consent Solicitation will occur at the launch documents sent to holders of the deal Notes (which amendment may include amendments and Supporting Holders waivers to certain covenants contained in the Notes or the Indenture which can be eliminated upon the favorable vote of the holders of a majority of the principal amount thereof), which supplemental indenture shall become operative immediately upon the Effective Time, and shall use all reasonable efforts to cause the trustee under the Indenture to enter into such supplemental indenture prior to or substantially simultaneously with the Closing. The Company shall, subject and shall cause its Subsidiaries to, and shall use reasonable best efforts to cause their respective Representatives to, provide all cooperation reasonably requested by Parent in connection with any Consent Solicitation. Parent hereby covenants and agrees to provide (or to cause to be provided) when due and payable pursuant to the terms of the RSA, waive withdrawal rights with respect any Consent Solicitation immediately available funds to tendered Existing Notes and the related Consents, with the effect that, the Company and the trustee for the Existing prompt and full payment at or prior to the Effective Time of any consent solicitation fees payable to the holders of the Notes Indenture shall be able for all consents properly tendered and not withdrawn to enter into a supplemental indenture the extent required pursuant to permit the entry into the New Senior Loan Facility and related matters on the Funding Dateterms of such Consent Solicitation.

Consent Solicitation. In connection As soon as practicable after the execution of this Agreement, Target shall prepare, with the Exchange Offercooperation of Acquiror, the Company will seek consents from Participating Holders to: • amend Consent Solicitation for the Existing Notes Indenture (the “Consent Solicitation”) to: • waive the applicable change shareholders of control provisions; • permit the entry into, and incurrence of draws pursuant toTarget to approve this Agreement, the New Senior Loan Facility on the Funding Date Certificate of Merger and the transactions contemplated hereby and thereby. The Consent Solicitation shall constitute a disclosure document for the offer and issuance of the New Second Lien Notes (including any additional New Second Lien Notes issued shares of Acquiror Common Stock to be received by the holders of Target Capital Stock in lieu the Merger. Target shall use reasonable commercial efforts to cause the Consent Solicitation to comply with applicable federal and state securities laws requirements. Each of cash interest payments) by amending Acquiror and Target agrees to provide promptly to the Incurrence of Indebtedness other such information concerning its business and Issuance of Preferred Stock financial statements and Liens covenants; • amend affairs as, in the definition of “Permitted Holders” for purposes reasonable judgment of the Change of Control covenant to include the Supporting Holders and their related parties; and • amend the Payments for Consents and Transactions with Affiliates covenants in connection with the transactions contemplated by this Term Sheet; • amend the security documents relating to the Existing Notes to give effect to the Term Sheetproviding party or its counsel, including to consent to full subordination of the liens securing the Existing Notes to the New Senior Loan Facility and the New Second Lien Notes; and • amend and restate the existing intercreditor agreement to account for the entry into the New Senior Loan Facility on the Funding Date, the New Second Lien Notes and the related liens and the relative lien priorities of the Revolving Credit Facility, the New Senior Loan Facility, the New Second Lien Notes and the Existing Notes as contemplated by Schedule 1. In order to tender Existing Notes for exchange in the Exchange Offer, Participating Holders shall may be required to deliver consents or appropriate for inclusion in the Consent Solicitation. Supporting Holders’ participation , or in any amendments or supplements thereto, and to cause its counsel and auditors to cooperate with the other's counsel and auditors in the Exchange Offer preparation of the Consent Solicitation. Target will promptly advise Acquiror, and Acquiror will promptly advise Target, in writing if at any time prior to the Effective Time either Target or Acquiror shall obtain knowledge of any facts that might make it necessary or appropriate to amend or supplement the Consent Solicitation will occur at in order to make the launch statements contained or incorporated by reference therein not misleading or to comply with applicable law. The Consent Solicitation shall contain the recommendation of the deal Board of Directors of Target that the Target shareholders approve the Merger and Supporting Holders shall, subject this Agreement and the conclusion of the Board of Directors that the terms and conditions of the Merger are fair and reasonable to the terms shareholders of Target; provided that such recommendation may not be included or may be withdrawn if previously included if Target's Board of Directors believes in good faith that a superior proposal has been made and, upon written advice of its outside legal counsel, shall determine that to include such recommendation or not withdraw such recommendation if previously included would constitute a breach of the RSABoard's fiduciary duty under applicable law. Anything to the contrary contained herein notwithstanding, waive withdrawal rights Target shall not include in the Consent Solicitation any information with respect to tendered Existing Notes and the related Consents, with the effect thatAcquiror or its affiliates or associates, the Company form and the trustee for the Existing Notes Indenture content of which information shall be able not have been approved by Acquiror prior to enter into a supplemental indenture to permit the entry into the New Senior Loan Facility and related matters on the Funding Datesuch inclusion.