Common use of Existing Notes Clause in Contracts

Existing Notes. (i) Between the date of this Agreement and the Effective Time, as soon as reasonably practicable after the receipt of any written request by Parent to do so, the Company shall commence offers to purchase, and related consent solicitations to amend, eliminate or waive certain sections of the Existing Indenture as specified by Parent (the “Consent Solicitations”), with respect to all of the outstanding aggregate principal amount of the Existing Notes, on such terms and conditions, including pricing terms, that are reasonably proposed from time to time by Parent consistent with this Section 5.14(b) (each a “Debt Tender Offer” and collectively, including the Consent Solicitations, the “Debt Tender Offers”) and Parent shall assist the Company in connection therewith; provided, however, that the Company shall not be required to commence any Debt Tender Offer until Parent shall have prepared and provided the Company with the necessary offer to purchase, related letter of transmittal, consent solicitation statement, supplemental indenture and other related documents in connection with such Debt Tender Offer (the “Debt Tender Offer Documents”); provided, further, that Parent will consult with the Company regarding and afford the Company a reasonable time to review and comment on (A) the timing and commencement of the Debt Tender Offers and any early tender or early consent deadlines for the Debt Tender Offers in light of the regular financial reporting schedule of the Company and (B) the Debt Tender Offer Documents and the material terms and conditions of the Debt Tender Offers and Parent shall give reasonable and good faith consideration to any comments made by the Company. The terms and conditions specified by Parent for the Debt Tender Offers shall be in compliance in all material respects with applicable Law and the terms of the Existing Notes and the Existing Indenture. The closing of each Debt Tender Offer shall be expressly conditioned on the occurrence of the Effective Time (and shall occur immediately after the Effective Time), and the parties hereto shall use their reasonable best efforts to cause each Debt Tender Offer to close immediately after the Effective Time and none of the Existing Notes shall be required to be purchased until immediately after the Effective Time; provided, however, that if Parent (1) requests in writing that one or more Debt Tender Offers be consummated at or prior to the Effective Time and (2) agrees to irrevocably and unconditionally pay for such Debt Tender Offers upon such consummation, then the parties shall use their reasonable best efforts to cause such Debt Tender Offers to be consummated as of the time so requested by Parent. The Company shall provide and shall use its reasonable best efforts to cause its Representatives to provide all cooperation reasonably requested by Parent in connection with the Debt Tender Offers. (ii) The Debt Tender Offers shall comply in all material respects with the requirements of Rule 14e-1 promulgated under the Exchange Act (“Rule 14e-1”), the Trust Indenture Act of 1939 (the “TIA”) and any other Law and the terms of the Existing Notes and the Existing Indenture, in each case as applicable, it being understood that the Company shall not be required to take any action that does not comply in all material respects with Rule 14e-1, the TIA or other applicable Law or the terms of the Existing Notes and the Existing Indenture. Promptly following the expiration of the Consent Solicitation, assuming the requisite consent from the holders of the Existing Notes (including from persons holding proxies from such holders) has been received, the Company shall cause an appropriate supplemental indenture (the “Supplemental Indenture”) to become effective providing for the amendments to the Existing Indenture contemplated in the Debt Tender Offer Documents; provided, however, that notwithstanding the fact that the Supplemental Indenture may become effective earlier, the proposed amendments set forth therein shall not become operative unless and until the Effective Time has occurred and all conditions to the Debt Tender Offer have been satisfied or (subject to approval by Parent) waived by the Company in accordance with the terms hereof. The form and substance of the Supplemental Indenture shall be reasonably satisfactory to Parent and the Company. (iii) The Company shall waive any of the conditions to any Debt Tender Offer as may be reasonably requested by Parent (other than the condition that each Debt Tender Offer is conditioned on the Effective Time occurring as provided in Section 5.14(b)(i)), so long as such waivers would not cause any Debt Tender Offer to violate the Exchange Act, the TIA or any other applicable Law or the terms of the Existing Notes or the Existing Indenture, and shall not, without the prior written consent of Parent, waive any condition to any Debt Tender Offer or make any change, amendment or modification to the terms and conditions of any Debt Tender Offer (including any extension thereof) other than as agreed between Parent and the Company or as required to comply with applicable Law. (iv) If requested by Parent in writing, in addition to or lieu of commencing a Debt Tender Offer for the Existing Notes, the Company shall (A)(1) promptly deliver a notice with respect to a Change of Control Offer (as defined in the Existing Indenture) (“Change of Control Offer”) for the repurchase, on and subject to the occurrence of a Change of Control Payment Date (as defined in the Existing Indenture) to be mutually agreed by Parent and Company (which for the avoidance of doubt shall be on or following the Effective Time), all of the outstanding aggregate principal amount of Existing Notes, pursuant to Section 4.11 of the Existing Indenture, and (2) otherwise comply with the Existing Indenture with respect to each such Change of Control Offer, or (B) take any actions reasonably requested by Parent to facilitate the satisfaction and/or discharge of such Existing Notes by the Surviving Corporation on or following the Effective Time pursuant to Article VIII of the Existing Indenture. If requested by Xxxxxx in writing, the Company shall assist Parent with the preparation of the documents required by Article V of the Existing Indenture in connection with the consummation of the Merger.

Existing Notes. (ia) Between Promptly following the date of this Agreement and the Effective Timehereof, as soon as reasonably practicable after the receipt of any written request by Parent to do so, the Company shall commence offers to purchase, and related consent solicitations to amend, eliminate or waive certain sections of the Existing Indenture as specified by Parent (the “Consent Solicitations”), with respect to all of the outstanding aggregate principal amount of the Existing Notes, on such terms and conditions, including pricing terms, that are reasonably proposed from time to time by Parent consistent with this Section 5.14(b) (each a “Debt Tender Offer” and collectively, including the Consent Solicitations, the “Debt Tender Offers”) and Parent shall assist the Company in connection therewith; provided, however, that the Company shall not be required to commence any Debt Tender Offer until Parent shall have prepared and provided the Company with the necessary offer to purchase, related letter of transmittal, consent solicitation statement, supplemental indenture and other related documents in connection with such Debt Tender Offer (the “Debt Tender Offer Documents”); provided, further, that Parent will consult with the Company regarding and afford the Company a reasonable time to review and comment on (A) the timing and commencement of the Debt Tender Offers and any early tender or early consent deadlines for the Debt Tender Offers in light of the regular financial reporting schedule of the Company and (B) the Debt Tender Offer Documents and the material terms and conditions of the Debt Tender Offers and Parent shall give reasonable and good faith consideration to any comments made by the Company. The terms and conditions specified by Parent for the Debt Tender Offers shall be in compliance in all material respects with applicable Law and the terms of the Existing Notes and the Existing Indenture. The closing of each Debt Tender Offer shall be expressly conditioned on the occurrence of the Effective Time (and shall occur immediately after the Effective Time), and the parties hereto Partnership shall use their reasonable best efforts to cause each Debt Tender Offer amend the applicable note purchase agreements in order to close immediately after provide that the Effective Time Company’s and none the Partnership’s debt securities set forth in Section 8.15 of the Existing Notes shall Disclosure Schedules (the “Notes”) may be required prepaid or redeemed on the Closing Date (with such prepayment or redemption conditioned on the Closing of the Company Merger) at a redemption price (the “Note Redemption Price”) equal to be purchased until immediately after the Effective Time; provided, however, that if Parent (1) requests in writing that one or more Debt Tender Offers be consummated at or prior principal plus accrued interest to the Effective Time and Closing Date plus the Make-Whole Premium (2) agrees to irrevocably and unconditionally pay for such Debt Tender Offers upon such consummation, then as that term is defined in the parties shall use their reasonable best efforts to cause such Debt Tender Offers to be consummated as of the time so requested by Parentapplicable note purchase agreement). The Company and the Partnership shall provide be entitled to incur and shall use its pay reasonable best efforts to cause its Representatives to provide all cooperation reasonably requested by Parent fees and expenses in connection with the Debt Tender Offers. (ii) The Debt Tender Offers shall comply in all material respects with the requirements of Rule 14e-1 promulgated under the Exchange Act (“Rule 14e-1”)obtaining such amendment, the Trust Indenture Act of 1939 (the “TIA”) and any other Law and the terms of the Existing Notes and the Existing Indenture, in each case as applicable, it being understood that the Company shall not be required to take any action that does not comply in all material respects with Rule 14e-1, the TIA or other applicable Law or the terms of the Existing Notes and the Existing Indenture. Promptly following the expiration of the Consent Solicitation, assuming the requisite consent from the holders of the Existing Notes (including from persons holding proxies from such holders) has been received, the Company shall cause an appropriate supplemental indenture (the “Supplemental Indenture”) to become effective providing for the amendments to the Existing Indenture contemplated in the Debt Tender Offer Documents; provided, however, that notwithstanding the fact that the Supplemental Indenture may become effective earlier, the proposed amendments set forth therein shall not become operative unless and until the Effective Time has occurred and all conditions to the Debt Tender Offer have been satisfied or (subject to approval by Parent) waived by the Company in accordance with the terms hereof. The form and substance of the Supplemental Indenture shall be reasonably satisfactory to Parent and the Company. (iii) The Company shall waive any of the conditions to any Debt Tender Offer as may be reasonably requested by Parent (other than the condition that each Debt Tender Offer is conditioned on the Effective Time occurring as provided in Section 5.14(b)(i)), so long as such waivers would not cause any Debt Tender Offer to violate the Exchange Act, the TIA or any other applicable Law or the terms of the Existing Notes or the Existing Indenture, and shall not, without the prior written consent of ParentParent (such consent not to be unreasonably withheld, waive any condition delayed or conditioned). If the Company and the Partnership are unable to any Debt Tender Offer or make any change, obtain such amendment or modification to the terms and conditions of any Debt Tender Offer (including any extension thereof) other than as agreed between applicable note purchase agreements within 45 days following the date hereof, unless the Parent and Parties have waived the Company or as required Parties’ obligation to comply with applicable Law. (iv) If requested by this Section 8.15 prior to the expiration of such 45-day period, the Partnership shall be entitled to increase the borrowing capacity under its revolving credit facility or secure a new credit facility on terms reasonably acceptable to Parent in writing, in addition an amount necessary to or lieu of commencing a Debt Tender Offer for fund the Existing Notes, the Company shall (A)(1) promptly deliver a notice with respect to a Change of Control Offer (as defined Note Redemption Price in the Existing Indenture) (“Change of Control Offer”) for event the repurchaseClosing does not occur, on and subject to the occurrence of a Change of Control Payment Date (as defined pay reasonable fees, including commitment fees, and expenses in the Existing Indenture) to be mutually connection therewith. It is expressly agreed by Parent and Company (which for the avoidance of doubt shall be on or following parties hereto that the Effective Time), all failure to obtain the consent of the outstanding aggregate principal amount of Existing Notes, pursuant to Section 4.11 holders of the Existing Indenture, and (2) otherwise comply with the Existing Indenture with respect to each such Change of Control Offer, or (B) take any actions reasonably requested by Parent to facilitate the satisfaction and/or discharge of such Existing Notes by the Surviving Corporation on or following the Effective Time pursuant to Article VIII of the Existing Indenture. If requested by Xxxxxx in writing, the Company shall assist Parent with the preparation of the documents required by Article V of the Existing Indenture in connection with the consummation amendments described above shall not be deemed a breach by the Company or the Partnership under this Agreement or a failure of any condition hereto. (b) If instructed to do so by Parent, the MergerCompany and the Partnership shall deliver a notice of prepayment or redemption to each holder of Notes with sufficient advance notice to enable the Notes to be prepaid or redeemed on the Closing Date; provided that in no event shall the Company or the Partnership be obligated to deliver such notice of prepayment or redemption to each holder of Notes until the Partnership Unitholder Approval has been obtained. If such notice is delivered, immediately following the Company Merger Effective Time, Parent shall cause the Surviving Company or, if applicable, the Partnership or the Surviving Partnership, as the case may be, to promptly pay the Note Redemption Price, using funds provided by or at the direction of Parent.

Existing Notes. (ia) Between the date of this Agreement and the Effective Time, as soon as reasonably practicable after the receipt of any written request by Parent to do so, the Company shall commence offers to purchase, and related consent solicitations to amend, eliminate or waive certain sections of the Existing Indenture as specified by Parent (the “Consent Solicitations”), with respect to all of the outstanding aggregate principal amount of the Existing Notes, on such terms and conditions, including pricing terms, that are reasonably proposed from time to time by Parent consistent with this Section 5.14(b) (each a “Debt Tender Offer” and collectively, including the Consent Solicitations, the “Debt Tender Offers”) and Parent shall assist the Company in connection therewith; provided, however, that the Company shall not be required to commence any Debt Tender Offer until Parent shall have prepared and provided the Company with the necessary offer to purchase, related letter of transmittal, consent solicitation statement, supplemental indenture and other related documents in connection with such Debt Tender Offer (the “Debt Tender Offer Documents”); provided, further, that Parent will consult with the Company regarding and afford the Company a reasonable time to review and comment on (A) the timing and commencement of the Debt Tender Offers and any early tender or early consent deadlines for the Debt Tender Offers in light of the regular financial reporting schedule of the Company and (B) the Debt Tender Offer Documents and the material terms and conditions of the Debt Tender Offers and Parent shall give reasonable and good faith consideration to any comments made by the Company. The terms and conditions specified by Parent for the Debt Tender Offers shall be in compliance in all material respects with applicable Law and the terms of the Existing Notes and the Existing Indenture. The closing of each Debt Tender Offer shall be expressly conditioned on the occurrence of the Effective Time (and shall occur immediately after the Effective Time), and the parties hereto shall use their reasonable best efforts to cause each Debt Tender Offer to close immediately after the Effective Time and none of the Existing Notes shall be required to be purchased until immediately after the Effective Time; provided, however, that if Parent (1) requests in writing that one or more Debt Tender Offers be consummated at or prior to the Effective Time and (2) agrees to irrevocably and unconditionally pay for such Debt Tender Offers upon such consummation, then the parties shall use their reasonable best efforts to cause such Debt Tender Offers to be consummated as of the time so requested by Parent. The Company shall provide and shall use its reasonable best efforts to cause its Representatives commence, as promptly as practicable on or after the date hereof and following receipt of written instructions from Parent, a consent solicitation with respect to provide all cooperation modifications (1) to facilitate the Consent (as contemplated by the Debt Commitment Letters) in connection with an Exit Consent Tender Offer (as contemplated by the Debt Commitment Letters) or (2) as may otherwise be reasonably requested determined by Parent (and reasonably satisfactory to the Company) for the purpose of facilitating the transactions contemplated hereby (each, a "Consent Solicitation"). Any Consent Solicitation will contain such customary terms and conditions as are reasonably determined by Parent; provided that (i) this Agreement shall not have been terminated in accordance with its terms and (ii) in connection with such Consent Solicitation, either the Company shall have received from Parent all necessary and appropriate documentation in connection with the Debt Tender Offers. (ii) The Debt Tender Offers shall comply in all material respects with the requirements of Rule 14e-1 promulgated under the Exchange Act (“Rule 14e-1”), the Trust Indenture Act of 1939 (the “TIA”) and any other Law and the terms of the Existing Notes and the Existing Indenture, in each case as applicable, it being understood that the Company shall not be required to take any action that does not comply in all material respects with Rule 14e-1, the TIA or other applicable Law or the terms of the Existing Notes and the Existing Indenture. Promptly following the expiration of the Consent Solicitation, assuming including the requisite consent from solicitation statement, consent forms and other related documents (collectively, the holders of "Solicitation Documents"), which shall be subject to comment by and shall be in form and substance reasonably satisfactory to, the Existing Notes (including from persons holding proxies from such holders) has been receivedCompany and its counsel, or, at Parent's request, the Company shall prepare, or cause an appropriate supplemental indenture (the “Supplemental Indenture”to be prepared, such Solicitation Documents, as described in Section 5.15(c) to become effective providing for the amendments to the Existing Indenture contemplated in the Debt Tender Offer Documents; provided, however, that notwithstanding the fact that the Supplemental Indenture may become effective earlier, the proposed amendments set forth therein shall not become operative unless and until the Effective Time has occurred and all conditions to the Debt Tender Offer have been satisfied or (subject to approval by Parent) waived by the Company in accordance with the terms hereofbelow. The form and substance of the Supplemental Indenture shall be reasonably satisfactory to Parent and the Company. (iii) The Company shall waive any of the conditions relating to any Debt Tender Offer Consent Solicitation, as applicable, as may be reasonably requested by Parent (other than the condition that each Debt Tender Offer is conditioned on the Effective Time occurring as provided in Section 5.14(b)(i)), so long as such waivers would not cause any Debt Tender Offer to violate the Exchange Act, the TIA or any other applicable Law or the terms of the Existing Notes or the Existing Indenture, writing and shall not, without the prior written consent of Parent, waive any condition to any Debt Tender Offer Consent Solicitation or make any change, amendment or modification changes to the terms and conditions of any Debt Tender Offer (including any extension thereof) Consent Solicitation other than as agreed between Parent and the Company. The Company or as required shall use its reasonable best efforts to comply promptly make any change to the terms and conditions of any Consent Solicitation reasonably requested by Parent to the extent in compliance with applicable Law. Notwithstanding the foregoing, the Existing Notes Indenture shall revert to the form in effect prior to the effectiveness of any proposed amendments and be of no further effect if the Closing does not occur. (ivb) If requested by Parent in writingThe Company agrees that, in addition to or lieu promptly following the receipt of commencing a Debt Tender Offer the requisite consents for the Existing Notesamendments proposed in the Consent Solicitation, the Company shall cause each of its Subsidiaries that is party to the Existing Notes Indenture as is necessary to execute a customary supplemental indenture to the Existing Notes Indenture, which supplemental indenture shall become effective upon execution and implement the proposed amendments set forth in the Solicitation Documents and shall become operative upon (A)(1but not prior to) the Effective Time. Concurrent with the Effective Time, Parent shall cause the Company to pay for consents validly delivered and not revoked in accordance with the Consent Solicitation, it being understood that all such payments shall be subject to Section 5.15(i) if such payments are made. (c) Parent and the Company shall, and shall cause their respective Subsidiaries to, reasonably cooperate with each other in the preparation of the Solicitation Documents and other customary documentation. Any Solicitation Documents (including all amendments or supplements thereto) and all mailings to the holders of the Existing Notes in connection with any Consent Solicitation shall be subject to the prior review of, and comment by, the Company and Parent (and their respective counsel) and shall be reasonably acceptable in form and substance to each of them. If at any time prior to the completion of a Consent Solicitation any information in the Solicitation Documents should be discovered by the Company and its Subsidiaries, on the one hand, or Parent, on the other, which should be set forth in an amendment or supplement to the Solicitation Documents, as applicable, so that they shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of circumstances under which they are made, not misleading, the party that discovers such information shall promptly deliver notify the other party in writing, and an appropriate amendment or supplement describing such information shall be disseminated by or on behalf of the Company to the holders of the Existing Notes. Notwithstanding anything to the contrary in this Section 5.15, the Company shall comply in all material respects with any applicable Law (including regulations of the SEC) in connection with a notice Consent Solicitation. To the extent that the provisions of any applicable Law (or regulations of the SEC) conflict with this Section 5.15, the Company shall comply with the applicable Law (or regulation of the SEC) and shall not be deemed to have breached its obligations hereunder by such compliance. (d) In connection with any Consent Solicitation, Parent may select one or more solicitation agents, information agents (in each case reasonably acceptable to the Company, provided that the parties listed in Section 5.15(d) of the Parent Disclosure Letter shall be deemed acceptable) and other agents to provide assistance in connection therewith and the Company shall use reasonable best efforts to, and shall use reasonable best efforts to cause its Subsidiaries to, enter into usual and customary agreements (including usual and customary indemnities) with such parties so selected and on terms and conditions reasonably acceptable to Parent and the Company. Parent shall provide, or cause to be provided, the requisite amount of funds to the Company for all payments to holders of Existing Notes in respect to of any consents validly delivered and not revoked in accordance with the Consent Solicitation. (e) Following the Closing, if requisite consents in the Consent Solicitation have not been obtained, any Exit Consent Tender Offer has not been consummated and a Change of Control Offer (as defined in the Existing Notes Indenture) has occurred, the Surviving Corporation shall (“Change and Parent shall cause the Surviving Corporation to) comply with the requirements under the Existing Notes Indenture relating to an offer to purchase or redeem the outstanding Existing Notes as a result of Control the consummation of the transactions contemplated hereby. (f) Notwithstanding anything to the contrary herein, it is expressly agreed by the parties hereto that (i) the failure to obtain the consent of the holders of the Existing Notes in connection with any Consent Solicitation shall not be deemed to be a breach by the Company under this Agreement so long as the Company has complied in all material respects with its obligations pursuant to this Section 5.15. (g) The Company shall use its reasonable best efforts to commence, as promptly as practicable following receipt of written instruction from Parent, one or more offers to purchase the Existing Notes (an "Offer”"); provided, that the Company is first reasonably satisfied that Parent will have available funds at the closing to pay all required amounts (including fees and expenses) for in connection with the repurchaseOffer; provided, on further, that such Offer shall state that consent fees, premiums, interest and principal in connection with the Offer shall be paid solely by Parent and that none of the Company or any of its Subsidiaries shall have any liability or obligation with respect thereto. At the election of Parent, the Offer will (i) comply with the provisions of Section 4.07 of the Existing Notes Indenture and/or (ii) contain such customary terms and conditions as are reasonably determined by Parent (and reasonably satisfactory to the Company) (which may include an Exit Consent Tender Offer as contemplated by the Debt Financing Letters, in which case the foregoing clauses (a) through (d) shall apply with respect to any consent solicitation process included with such Offer); provided that (A) this Agreement shall have not been terminated in accordance with Sections 7.1 through 7.4 and (B) either the Company shall have received from Parent all necessary and appropriate documentation in connection with the Offer, including an offer to purchase or change of control notice, as applicable, letters of transmittal and other related documents (collectively, the "Offer Documents"), which shall be in form and substance reasonably satisfactory to the Company and its counsel, or, at Parent's request, the Company shall prepare, or cause to be prepared, such Offer Documents. Subject to the terms of Section 4.07 of the Existing Notes Indenture, if applicable, the Offer shall be conducted in accordance with this Section 5.15, mutatis mutandis, and shall comply in all respects with applicable Law. The consummation of any Offer shall be subject to the occurrence of the Closing. Parent shall (1) as soon as reasonably practicable after obtaining ratings with respect to the Existing Notes from Xxxxx'x Investors Service or Standard & Poor's Rating Agency, instruct the Company to commence a Consent Solicitation, (2) no later than the commencement of the Marketing Period instruct the Company to commence (x) an Offer complying with the requirements of Section 4.07 of the Existing Notes Indenture if the requisite consents to an amendment to the Existing Notes Indenture eliminating the requirement to make the Change of Control Payment Date Offer have not then been obtained and (as defined in the Existing Indenturey) an Exit Consent Tender Offer if an Exit Consent Tender Offer is to be mutually agreed by Parent and Company (which for the avoidance of doubt shall be on or following the Effective Time)commenced prior to Closing, all of the outstanding aggregate principal amount of Existing Notes, pursuant to Section 4.11 of the Existing Indenture, and (2) otherwise comply with the Existing Indenture with respect to each such Change of Control Offer, or (B) take any actions reasonably requested by Parent to facilitate the satisfaction and/or discharge of such Existing Notes by the Surviving Corporation on or following the Effective Time pursuant to Article VIII of the Existing Indenture. If requested by Xxxxxx in writing, the Company shall assist Parent with the preparation of the documents required by Article V of the Existing Indenture in connection with the consummation of the Merger.and

Existing Notes. (i) Between the date of this Agreement and the Effective Time, as soon as reasonably practicable after the receipt of any written request by Parent to do so, the Company shall commence offers to purchase, and related consent solicitations to amend, eliminate or waive certain sections of the Existing Indenture as specified by Parent (the “Consent Solicitations”), with respect to all of the outstanding aggregate principal amount of the Company’s Existing Notes, on such terms and conditions, including pricing terms, that are reasonably proposed proposed, from time to time by Parent consistent with this Section 5.14(b) and reasonably acceptable to the Company, to be consummated after the Effective Time (each a “Debt Tender Offer” and collectively, including the Consent Solicitations, the “Debt Tender Offers”) and Parent shall assist the Company in connection therewith; provided, however, provided that the Company shall not be required to commence any Debt Tender Offer until Parent shall have prepared and provided the Company with the necessary offer to purchase, related letter of transmittal, consent solicitation statement, statement supplemental indenture and other related documents in connection with such Debt Tender Offer (the “Debt Tender Offer Documents”); provided, further, that Parent will consult with the Company regarding and afford the Company a reasonable time to review and comment on (Ai) the timing and commencement of the Debt Tender Offers and any early tender or early consent deadlines for the Debt Tender Offers in light of the regular financial reporting schedule of the Company and (Bii) the Debt Tender Offer Documents and the material terms and conditions of the Debt Tender Offers and Parent shall give reasonable and good faith consideration to any comments made by the CompanyOffers. The terms and conditions specified by Parent for the Debt Tender Offers shall be in compliance in all material respects with applicable Law and the terms of the Existing Notes and the Existing IndentureLaw. The closing of each Debt Tender Offer shall be expressly conditioned on the occurrence of the Effective Time (and shall occur immediately after the Effective Time), and the parties hereto Parties shall use their reasonable best efforts to cause each Debt Tender Offer to close immediately after the Effective Time and none Time; provided that the consummation of any of the Debt Tender Offers shall not be a condition to Closing. None of the Existing Notes shall be required to be purchased until immediately after the Effective Time; provided. Concurrent with or immediately following the Effective Time, however, that if Parent (1) requests and in writing that one or more accordance with the terms of the Debt Tender Offers be consummated at or prior to Offer, the Effective Time Surviving Company shall accept for purchase and (2) agrees to irrevocably purchase all Existing Notes properly tendered and unconditionally pay for such not properly withdrawn in the Debt Tender Offers upon such consummation, then the parties shall use their reasonable best efforts to cause such Debt Tender Offers to be consummated as of the time so requested by ParentOffer. The Company shall provide and shall use its reasonable best efforts to cause its respective Representatives to provide all cooperation reasonably requested by Parent in connection with the Debt Tender Offers; provided that such cooperation does not unreasonably interfere with the ongoing operations of the Company. The Company shall not be required to consummate the Debt Tender Offers at or prior to the Effective Time and the Debt Tender Offers shall expressly state that consummation thereof is conditioned upon the occurrence of the Effective Time; provided, however, following a written request from Parent to do so, the Company may at or prior to the Effective Time in its sole discretion consummate the Debt Tender Offers. (ii) The Debt Tender Offers shall comply in all material respects with the requirements of Rule 14e-1 promulgated under the Exchange Act (“Rule 14e-1”), the Trust Indenture Act of 1939 1939, as amended (the “TIA”) ), and any other Law and the terms of the Existing Notes and the Existing IndentureLaw, in each case as applicable, it being understood that the Company shall not be required to take any action that that, in the judgment of the Company, does not comply in all material respects with Rule 14e-1, the TIA or other applicable Law or the terms of the Existing Notes and the Existing IndentureLaw. Promptly following the expiration of the Consent Solicitation, assuming the requisite consent from the holders of the Existing Notes (including from persons holding proxies from such holders) has been received, the Company shall cause an appropriate supplemental indenture indentures (the “Supplemental IndentureIndentures”) to become effective providing for the amendments to the Existing Indenture contemplated in the Debt Tender Offer Documents; provided, however, that notwithstanding the fact that the a Supplemental Indenture may become effective earlier, the proposed amendments set forth therein shall not become operative unless and until the Effective Time has occurred and all conditions to the Debt Tender Offer have been satisfied or (subject to approval by Parent) waived by the Company in accordance with the terms hereof. The form and substance of the Supplemental Indenture Indentures shall be reasonably satisfactory to Parent and the Company. (iii) The Company shall waive any of the conditions to any Debt Tender Offer as may be reasonably requested by Parent (other than the condition conditions that each any Debt Tender Offer is conditioned on the Effective Time occurring as provided in Section 5.14(b)(i6.5(b)(i)), so long as such waivers would not cause any Debt Tender Offer to violate the Exchange Act, the TIA TIA, or any other applicable Law or the terms of the Existing Notes or the Existing IndentureLaw, and shall not, without the prior written consent of Parent, waive any condition to any Debt Tender Offer or make any change, amendment or modification to the terms and conditions of any Debt Tender Offer (including any extension thereof) other than as agreed between Parent and the Company or as required in the reasonable judgment of the Company to comply with applicable Law. (iv) If requested by Parent in writing, in addition to or lieu of commencing a Debt Tender Offer for the Existing NotesNotes (or in addition thereto), the Company shall (A)(1i)(A) promptly deliver a notice with respect to a Change of Control Offer (as defined in the Existing Indenture) (“Change of Control Offer”) for the repurchase, on and subject to the occurrence of a Change of Control Payment Date (as defined in the Existing Indenture) to be mutually agreed by Parent and Company (which for the avoidance of doubt shall be on or following the Effective Time), all of the outstanding aggregate principal amount of Existing Notes, pursuant to Section 4.11 3.9 of the Existing Indenture, and (2B) otherwise comply with the Existing Indenture with respect to each such Change of Control Offer, or (Bii) take any actions reasonably requested by Parent to facilitate the satisfaction and/or discharge of such Existing Notes by the Surviving Corporation Company on or following the Effective Time pursuant to Article VIII of the Existing Indenture. If requested by Xxxxxx , including without limitation delivering a notice with respect to a conditional optional redemption of the Existing Notes in writing, the Company shall assist Parent accordance with the preparation provisions of the documents required by Article V of the Existing Indenture and taking any actions reasonably requested by Parent to facilitate and evidence the release of the collateral for the Existing Notes in connection with any such redemption, satisfaction or discharge (it being understood that in no event shall the Company be required to release any collateral or deliver any notices to redeem, repurchase, satisfy or discharge any Existing Notes prior to the Effective Time unless such notice is revocable and expressly conditioned on the occurrence of the Effective Time) (v) Parent shall promptly, upon request by the Company following the termination of this Agreement, reimburse the Company for all reasonable and documented out-of-pocket costs, fees and expenses incurred by or on behalf of the Company in connection with the consummation Debt Tender Offer, Change of Control Offer, any redemption or other actions described in Section 6.5(b) in respect of the MergerExisting Notes. Compensation payable to any agent appointed in connection with the Debt Tender Offer or Change of Control Offer, if any, shall be borne solely by Parent. Parent shall indemnify and hold harmless the Company, its Subsidiaries and their respective Representatives and each person, if any, who controls the Company within the meaning of Section 20 of the Exchange Act from and against any and all liabilities, losses, damages, claims, costs, expenses (including attorneys’ fees), interest, awards, judgments, penalties and amounts paid in settlement suffered or incurred by them in connection with any actions taken by them in connection with the performance of their respective obligations under this Section 6.5(b) (including any action taken pursuant to this Section 6.5(b)); provided, however, that Parent shall not have any obligation to indemnify and hold harmless any such party or person to the extent any such liabilities, losses, damages, claims, costs, expenses, interest, awards, judgment, penalties or amounts paid in settlement suffered or incurred arose from the gross negligence or willful misconduct of the Company.

Existing Notes. (i) Between the date of this Agreement and the Effective Time: (a) Parent, as soon as reasonably practicable after Merger Sub or any of their Affiliates may, or may request in writing the receipt of any written request by Parent to do soCompany to, in which case the Company shall use its reasonable best efforts to, commence offers to purchaseas promptly as practicable following receipt of such request, and related a consent solicitations solicitation to amend, eliminate or waive (other than the waiver of the condition that any proposed amendments shall not become operative until the Effective Time) certain sections of the applicable Existing Indenture as specified by Parent (the a “Consent SolicitationsSolicitation”), with respect to some or all of the outstanding aggregate principal amount Existing Notes on such terms and conditions, including with respect to consent fees (such fees to be paid by Parent consistent at all times with Section 7.3(f)), that are proposed by Parent; provided that Parent shall be responsible for the preparation of the consent solicitation statement, supplemental indenture and other related documents in connection with such Consent Solicitation (the “Consent Solicitation Documents”) and shall consult with the Company and afford the Company a reasonable opportunity to review and comment upon the Consent Solicitation Documents and Parent will give reasonable consideration to the comments, if any, raised by the Company. The Company shall use its reasonable best efforts to provide and shall use its reasonable best efforts to cause its respective Representatives to provide all cooperation reasonably requested by Parent in connection with the Consent Solicitation, including appointing a solicitation agent selected by Parent and reasonably acceptable to the Company (with any compensation for such agent to be paid by Parent consistent at all times with Section 7.3(f)). Promptly following the expiration of a Consent Solicitation, provided that the requisite consents in respect to such Consent Solicitation have been received from the holders of the applicable Existing Notes (including from persons holding proxies from such holders) has been received and certified by the solicitation agent, the Company shall execute (or cause to be executed) a supplemental indenture (the “Supplemental Indenture”) to the Existing Indenture reflecting the amendments of the Existing Indenture contemplated in the Consent Solicitation Documents, and shall use commercially reasonable efforts to cause the trustee under such indenture to enter into such supplemental indenture; provided, however, that notwithstanding the fact that a Supplemental Indenture may be entered into earlier, the proposed amendments set forth therein shall not become operative unless and until the Effective Time has occurred. The form and substance of the Supplemental Indenture shall be reasonably satisfactory to Parent and the Company; (b) Parent, Merger Sub or any of their Affiliates may, or may request in writing the Company to, in which case the Company shall use its reasonable best efforts to, as promptly as practicable following receipt of such request, commence an offer to purchase, including any “Change of Control Offer” and/or any tender offer as specified by Parent, with respect to some or all of the outstanding Existing Notes, on such terms and conditions, including pricing terms, that are reasonably proposed proposed, from time to time time, by Parent consistent with this Section 5.14(b) and reasonably acceptable to the Company (each a “Debt Tender Offer” and collectively”), including the Consent Solicitations, the “Debt Tender Offers”) and Parent shall assist the Company in connection therewith; provided, however, provided that the Company shall not be required to commence any Debt Tender Offer until Parent shall have prepared and provided be responsible for preparation of the Company with the necessary offer to purchase, related letter of transmittal, consent solicitation statement, supplemental indenture and other related documents in connection with such Debt Tender Offer (the “Debt Tender Offer Documents”); provided, further, that Parent will ) and shall consult with the Company regarding and afford the Company a reasonable time opportunity to review and comment on (A) the timing and commencement of the Debt Tender Offers and any early tender or early consent deadlines for the Debt Tender Offers in light of the regular financial reporting schedule of the Company and (B) upon the Debt Tender Offer Documents and the material terms and conditions of the Debt Tender Offers Offer and Parent shall will give reasonable and good faith consideration to any comments made the comments, if any, raised by the Company. The terms and conditions specified by Parent for the Debt Tender Offers Offer shall be in compliance in all material respects with the applicable Law and the terms of the Existing Notes and the Existing Indenture. The closing of each Debt Tender Offer shall be expressly conditioned on the occurrence of the Effective Time (and shall occur immediately after the Effective Time), and the parties hereto shall use their reasonable best efforts to cause each Debt Tender Offer to close immediately after the Effective Time and none of the Existing Notes shall be required to be purchased until immediately after the Effective Time; provided, however, that if Parent (1) requests in writing that one or more Debt Tender Offers be consummated at or prior to the Effective Time and (2) agrees to irrevocably and unconditionally pay for such Debt Tender Offers upon such consummation, then the parties shall use their reasonable best efforts to cause such Debt Tender Offers to be consummated as of the time so requested by Parent. The Company shall provide and shall use its reasonable best efforts to cause its Representatives to provide all cooperation reasonably requested by Parent in connection with the Debt Tender Offers. (ii) The Debt Tender Offers shall comply in all material respects with the requirements of the Exchange Act and the Securities Act including, as applicable, Rule 14e-1 promulgated under the Exchange Act (“Rule 14e-1”), the Trust Indenture Act of 1939 1939, as amended (the “TIA”) ), and any other Law and the terms of the Existing Notes and the Existing Indenture, in each case as applicableapplicable Law, it being understood that the Company shall not be required to take any action that that, in the good faith judgment of the Company and after consultation with Company counsel, does not comply in all material respects with the applicable Existing Indenture, the Exchange Act or the Securities Act (including Rule 14e-1), the TIA TIA, if applicable, or other applicable Law or Law. The closing of a Debt Tender Offer, if any, shall be expressly conditioned on, and subject to the occurrence of, the Closing, and in accordance with the terms of the Existing Notes Debt Tender Offer, provided that the Parent has (or has caused to be) provided to the Company cash funds sufficient for such purposes (and for the Existing Indenture. Promptly following the expiration payment of the Consent Solicitation, assuming the requisite any related consent from the holders of the Existing Notes fees and other related fees and expenses) in accordance with clause (including from persons holding proxies from such holderse) has been receivedbelow, the Company shall cause an appropriate supplemental indenture (accept for purchase and purchase the “Supplemental Indenture”) to become effective providing for the amendments to the applicable Existing Indenture contemplated Notes properly tendered and not properly withdrawn in the Debt Tender Offer Documents; provided, however, (provided that notwithstanding the fact that the Supplemental Indenture may become effective earlier, the proposed amendments set forth therein shall in any Debt Tender Offer Document may not become operative effective unless and until the Effective Time Closing has occurred occurred). The Company shall use its reasonable best efforts to provide and shall use its reasonable best efforts to cause its respective Representatives to provide all conditions to cooperation reasonably requested by Parent in connection with the Debt Tender Offer have been satisfied or (subject Offer, including appointing a dealer manager selected by Parent and reasonably acceptable to approval by Parent) waived by the Company (with any compensation to such dealer manager to be paid by Parent consistent at all times with Section 7.3(f)); (c) Parent, Merger Sub or any of their Affiliates may, or may request in writing the Company to, in which case the Company shall use its reasonable best efforts to, as promptly as practicable following receipt of such request, deliver a notice to each holder of the Existing Notes, in accordance with the terms hereof. The form and substance of the Supplemental Indenture shall be reasonably satisfactory to Parent and the Company. (iii) The Company shall waive any of the conditions to any Debt Tender Offer as may be reasonably requested by Parent (other than the condition that each Debt Tender Offer is conditioned on the Effective Time occurring as provided in Section 5.14(b)(i)), so long as such waivers would not cause any Debt Tender Offer to violate the Exchange Act, the TIA or any other applicable Law or the terms of the Existing Notes or the Existing Indenture, and shall not, without the prior written consent of Parent, waive any condition to any Debt Tender Offer or make any change, amendment or modification to the terms and conditions of any Debt Tender Offer (including any extension thereof) other than as agreed between Parent and the Company or as required to comply with applicable Law. (iv) If requested by Parent in writing, in addition to or lieu of commencing a Debt Tender Offer for the Existing Notes, the Company shall (A)(1) promptly deliver a notice with respect to a Change of Control Offer (as defined in the applicable Existing Indenture) (“Change of Control Offer”) for the repurchase, on and subject to the occurrence of a Change of Control Payment Date (as defined in the applicable Existing Indenture) ), to be mutually agreed by Parent and Company (which for the avoidance Company, of doubt shall be on or following the Effective Time), all of the Existing Notes then outstanding aggregate principal amount of Existing Notes, pursuant to Section 4.11 of the Existing Indenture, and (2) otherwise comply with the applicable Existing Indenture with respect to each such Change of Control Offer, or ; provided that such Change of Control Offer shall be expressly conditioned on the Closing; and (Bd) take if and to the extent Parent notifies the Company in writing that it elects to redeem any actions reasonably requested by Parent to facilitate the satisfaction and/or discharge of such Existing Notes by the Surviving Corporation on or following the Effective Time pursuant to Article VIII of the Existing Indenture. If requested by Xxxxxx in writingNotes at or after the Effective Time, the Company shall assist Parent use its reasonable best efforts to, as promptly as practicable following receipt of such notification (i) facilitate the delivery of a notice of redemption on the Closing Date (or so long as such notices are expressly permitted to be provided under the applicable Existing Indenture on a conditional basis subject to the occurrence of the Effective Date (and so provide as such), prior to the Closing Date) pursuant to the applicable Existing Indenture in accordance with the preparation terms of the documents applicable Existing Indenture and (ii) facilitate and effect on the Closing Date the satisfaction and discharge of each applicable Existing Indenture in accordance with the terms thereof; provided that nothing shall require the Company or any of its Subsidiaries to (x) pay or deposit any amounts necessary for the Company to redeem the Existing Notes, (y) give any notice of redemption prior to the Closing Date unless the applicable Existing Indenture expressly permits such a notice may be provided on a conditional basis subject to the occurrence of the Effective Date or (z) cause the delivery of any legal opinions or reliance letters from the Company or any of its Subsidiaries or their respective counsel or any certificates or representations from the Company or any of its Subsidiaries (other than any officer’s certificate of the Company required under any applicable Existing Indenture to effect the giving of any such notice of redemption or satisfaction and discharge on the Closing Date, which shall be executed by Article V an officer of the Company that shall be an officer on and following the Closing Date). (e) At or prior to the Effective Time, Parent shall provide (or cause to be provided) to the Company funds in an amount equal to the amount necessary for the Company (i) to repay and discharge in full all amounts outstanding in respect of the Existing Indenture Notes which Parent has elected to redeem or otherwise discharge, (ii) to purchase such Existing Notes that Parent elects to accept for purchase pursuant to one or more Debt Tender Offers and/or (iii) to pay consent fees payable in connection with the consummation of the Mergerany Consent Solicitation, in each case pursuant to this Section 7.12.

Existing Notes. (i) Between the date of this Agreement and Prior to the Effective Time, as soon as reasonably practicable after the receipt of any written request by Parent to do so, the Company shall commence offers to purchase, and related consent solicitations to amend, eliminate or waive certain sections of the Existing Indenture take all such actions as specified by Parent (the “Consent Solicitations”), reasonably may be required with respect to all of the outstanding aggregate principal amount of the Existing NotesNotes in accordance with, on such terms and conditionssubject to, including pricing terms, that are reasonably proposed from time to time by Parent consistent with this Section 5.14(b) (each a “Debt Tender Offer” and collectively, including the Consent Solicitations, the “Debt Tender Offers”) and Parent shall assist the Company in connection therewith; provided, however, that the Company shall not be required to commence any Debt Tender Offer until Parent shall have prepared and provided the Company with the necessary offer to purchase, related letter of transmittal, consent solicitation statement, supplemental indenture and other related documents in connection with such Debt Tender Offer (the “Debt Tender Offer Documents”); provided, further, that Parent will consult with the Company regarding and afford the Company a reasonable time to review and comment on (A) the timing and commencement of the Debt Tender Offers and any early tender or early consent deadlines for the Debt Tender Offers in light of the regular financial reporting schedule of the Company and (B) the Debt Tender Offer Documents and the material terms and conditions of the Debt Tender Offers and Parent shall give reasonable and good faith consideration to any comments made by the Company. The terms and conditions specified by Parent for the Debt Tender Offers shall be in compliance in all material respects with applicable Law and the terms of the Existing Notes and Indentures or under applicable Law, including preparing any notices that may be required to be delivered prior to or upon the Closing with respect to the Existing Indenture. The closing of each Debt Tender Offer shall be expressly conditioned on Notes in connection with the occurrence of the Effective Time (Transactions and shall occur immediately after the Effective Time), and the parties hereto shall use their reasonable best efforts to cause each Debt Tender Offer to close immediately after the Effective Time and none any repurchases or conversions of the Existing Notes shall be required to be purchased until immediately after the Effective Time; provided, however, that if Parent (1) requests in writing that one or more Debt Tender Offers be consummated at or occurring prior to the Effective Time and (2) agrees as a result of or in connection with the Transactions. Prior to irrevocably and unconditionally pay for such Debt Tender Offers upon such consummationthe Effective Time, then the parties shall use their reasonable best efforts Company shall, to cause such Debt Tender Offers to be consummated as of the time so requested by Parent. The Company shall provide and shall use its reasonable best efforts to cause its Representatives to provide all cooperation extent reasonably requested by Parent in connection with the Debt Tender Offers. (ii) The Debt Tender Offers Transactions and the consummation thereof, undertake the preparation of, and shall comply execute and deliver, any supplemental indentures, legal opinions, officers’ certificates or other documents or instruments reasonably required in all material respects connection with the requirements of Rule 14e-1 promulgated under the Exchange Act (“Rule 14e-1”), the Trust Indenture Act of 1939 (the “TIA”) and any other Law Transactions and the terms consummation thereof pursuant to the Existing Indentures or under any applicable Law. The Company shall provide Parent and its Representatives reasonable Table of Contents opportunity to review and comment on any notices, certificates, press releases, supplemental indentures, legal opinions, conversion rate adjustments, officers’ certificates or other documents or instruments deliverable pursuant to or in connection with either or both of the Existing Notes Indentures prior to the dispatch, making or execution thereof, and the Existing Indenture, in each case as applicable, it being understood that the Company shall not be required promptly respond to take any action that does not comply in all material respects reasonable questions from, and reflect any reasonable comments made by, Parent and its Representatives with Rule 14e-1respect thereto prior to the dispatch, the TIA making or other applicable Law or the terms of the Existing Notes and the Existing Indentureexecution thereof. Promptly following the expiration of the Consent Solicitation, assuming the requisite consent from the holders of the Existing Notes (including from persons holding proxies from such holders) has been receivedIn addition, the Company shall cause promptly notify Parent following the occurrence of any event that would require an appropriate supplemental indenture (the “Supplemental Indenture”) to become effective providing for the amendments adjustment to the Existing Indenture contemplated in the Debt Tender Offer Documents; provided, however, that notwithstanding the fact that the Supplemental Indenture may become effective earlier, the proposed amendments set forth therein shall not become operative unless and until the Effective Time has occurred and all conditions to the Debt Tender Offer have been satisfied or (subject to approval by Parent) waived by the Company in accordance with the terms hereof. The form and substance of the Supplemental Indenture shall be reasonably satisfactory to Parent and the Company. (iii) The Company shall waive any of the conditions to any Debt Tender Offer as may be reasonably requested by Parent (other than the condition that each Debt Tender Offer is conditioned on the Effective Time occurring as provided in Section 5.14(b)(i)), so long as such waivers would not cause any Debt Tender Offer to violate the Exchange Act, the TIA or any other applicable Law or the terms of the Existing Notes or the Existing Indenture, and shall not, without the prior written consent of Parent, waive any condition to any Debt Tender Offer or make any change, amendment or modification to the terms and conditions of any Debt Tender Offer (including any extension thereof) other than as agreed between Parent and the Company or as required to comply with applicable Law. (iv) If requested by Parent in writing, in addition to or lieu of commencing a Debt Tender Offer for the Existing Notes, the Company shall (A)(1) promptly deliver a notice with respect to a Change of Control Offer Conversion Rate (as defined in the applicable Existing Indenture) (“Change or any related or similar economic terms of Control Offer”) for any such Existing Indenture or the repurchasetiming of any conversion, on and subject to the occurrence of a Change of Control Payment Date (as defined in the Existing Indenture) to be mutually agreed by Parent and Company (which for the avoidance of doubt shall be on repurchase or following the Effective Time), all of the outstanding aggregate principal amount of Existing Notes, pursuant to Section 4.11 similar rights or obligations under any of the Existing Indenture, and (2) otherwise comply with Indentures. To the Existing Indenture with respect to each such Change of Control Offer, or (B) take any actions extent reasonably requested by Parent to facilitate the satisfaction and/or discharge of such Existing Notes by the Surviving Corporation on or following the Effective Time pursuant to Article VIII of the Existing Indenture. If requested by Xxxxxx in writingpracticable, the Company shall assist provide Parent and its Representatives with reasonable opportunity to participate in any discussions between the preparation of the documents required by Article V trustee under any of the Existing Indenture in connection with Indentures or any Representative of any such trustee, on the consummation one hand, and the Company or any of the MergerCompany’s Representatives, on the other hand.

Existing Notes. (ia) Between With respect to the 7.875% Senior Notes due 2027 (the “Existing Notes”), issued pursuant to the indenture, dated as of July 1, 2019 (the “Indenture”), by and among Hexion Inc. (the “Issuer”), the subsidiary guarantors party thereto and Wilmington Trust, National Association, as trustee (the “Trustee”), between the date of this Agreement and the Effective Time, as soon as reasonably practicable after the receipt of any written request by Parent to do so, ; (i) (A) the Company shall commence use commercially reasonable efforts to take any actions reasonably requested by Buyer to commence, as promptly as practicable following receipt of written instructions from Buyer, one or more offers to purchase, and including any “Change of Control Offer” and/or any tender offer, and, as applicable, related consent solicitations with respect to amend, eliminate or waive certain sections of the Existing Indenture as Notes specified by Parent Buyer in writing (the each, an “Consent SolicitationsOffer”), with respect to all of the outstanding aggregate principal amount of the Existing Notes, on containing such customary terms and conditions, including pricing terms, that conditions (which terms and conditions shall be in compliance with applicable Law and the Indenture) as are reasonably proposed from time determined by Buyer and reasonably acceptable to time by Parent consistent with this Section 5.14(b) (each a “Debt Tender Offer” and collectively, including the Consent Solicitations, the “Debt Tender Offers”) and Parent shall assist the Company in connection therewithCompany; provided, however, provided that the Company shall not be required to commence any Debt Tender Offer until Parent Buyer shall have prepared and provided the Company all necessary and appropriate documentation in connection with the necessary such Offer, including an offer to purchase, related letter letters of transmittal, consent solicitation statement, supplemental indenture transmittal and other related documents in connection with such Debt Tender Offer (collectively, the “Debt Tender Offer Documents”); provided, further, that Parent will Buyer shall consult with the Company regarding and afford the Company a reasonable time opportunity to review the Offer Documents and comment on (A) the material terms and conditions of the Offer, and Buyer shall consult with the Company regarding the timing and commencement of the Debt Tender Offers and any early tender or early consent deadlines for the Debt Tender Offers Offer in light of the regular financial reporting schedule of the Company and Company; (B) the Debt Tender Offer Documents and Company shall use its reasonable best efforts to promptly assist with any change to the material terms and conditions of any Offer reasonably requested by Buyer; (C) the Debt Tender Offers Company shall waive any of the conditions relating to an Offer as may be reasonably requested by Buyer in writing so long as such waiver would not cause any Offer to violate applicable Law and Parent shall give reasonable and good faith consideration not, without the written consent of Buyer, waive any condition to any comments made by Offer or make any changes to any Offer other than the Company. The terms and conditions specified by Parent for that any Offer is conditioned on the Debt Tender Offers shall be Effective Time occurring as provided in compliance ‎Section 5.09(a)(iii), as required in all material respects the reasonable judgment of the Company to comply with applicable Law or the Indenture and as agreed between Buyer and the terms of Company; (D) the Existing Notes and the Existing Indenture. The closing of each Debt Tender Offer shall be expressly conditioned on the occurrence of the Effective Time (and shall occur immediately after the Effective Time)Company shall, and the parties hereto shall at Buyer’s direction, use their commercially reasonable best efforts to cause each Debt Tender Offer to close immediately after the Effective Time and none of the Existing Notes shall be required to be purchased until immediately after the Effective Time; provided, however, that if Parent (1) requests in writing that engage one or more Debt Tender Offers be consummated at dealer manager(s), solicitation agent(s) and one or prior to the Effective Time and (2more information agent(s) agrees to irrevocably and unconditionally pay for such Debt Tender Offers upon such consummation, then the parties shall use their reasonable best efforts to cause such Debt Tender Offers to be consummated as of the time so requested designated by Parent. The Company shall provide Buyer and shall use its reasonable best efforts to cause its Representatives enter into customary agreements with such parties; (E) the Company shall use commercially reasonable efforts to provide all cooperation timely furnish the dealer manager(s), solicitation agent(s) and information agent(s) with such officers’ certificates, legal opinions and other documentation reasonably requested by Parent the dealer manager(s), solicitation agent(s) and information agent(s) in connection with the Debt Tender Offers. each Offer; (iiF) The Debt Tender Offers shall comply in all material respects with the requirements of Rule 14e-1 promulgated under the Exchange Act (“Rule 14e-1”), the Trust Indenture Act of 1939 (the “TIA”) and any other Law and the terms of the Existing Notes and the Existing Indenture, in each case as applicable, it being understood that the Company shall not be required also use its reasonable best efforts to take cause the Trustee to cooperate with Buyer to facilitate each such Offer; and (G) promptly following any action that does not comply consent date specified in all material respects with Rule 14e-1, the TIA or other applicable Law or the terms of the Existing Notes and the Existing Indenture. Promptly following the expiration of the Consent SolicitationOffer Documents, assuming the requisite consent from the holders of the Existing Notes (including from persons holding proxies from such holders) has been consents are received, the Company shall cause an appropriate execute a supplemental indenture (to the “Supplemental Indenture”) , which supplemental indenture shall implement, subject to become effective providing for and conditioned upon the consummation of the Merger, the amendments described in the Offer Documents and shall become operative upon acceptance of the Existing Notes for payment pursuant to the Existing Indenture contemplated in applicable Offers concurrently with the Debt Tender Offer DocumentsEffective Time; provided, however, that notwithstanding the fact that the Supplemental Indenture a supplemental indenture may become effective earlier, the proposed amendments set forth therein shall not become operative unless and until the Effective Time has occurred and all conditions to the Debt Tender Offer have been satisfied or (subject to approval by ParentBuyer) waived by the Company in accordance with the terms hereof. The ; provided, further, that the form and substance of the Supplemental Indenture supplemental indentures shall be reasonably satisfactory to Parent Buyer and the Company.; and (iiiii) The (A) the Company shall waive shall, at Buyer’s written request, use commercially reasonable efforts to take any of the conditions to any Debt Tender Offer as may be actions reasonably requested by Parent (other than Buyer to facilitate the condition that each Debt Tender Offer is conditioned on the Effective Time occurring as provided in Section 5.14(b)(i))redemption, so long as such waivers would not cause any Debt Tender Offer to violate the Exchange Act, the TIA or any other applicable Law or the terms satisfaction and discharge and/or defeasance of the Existing Notes or the Existing Indenture, and shall not, without the prior written consent of Parent, waive any condition to any Debt Tender Offer or make any change, amendment or modification to the terms and conditions of any Debt Tender Offer (including any extension thereof) other than as agreed between Parent and the Company or as required to comply with applicable Law. (iv) If requested by Parent in writing, in addition to or lieu of commencing a Debt Tender Offer for the Existing Notes, the Company shall (A)(1) promptly deliver a notice with respect to a Change of Control Offer (as defined in the Existing Indenture) (“Change of Control Offer”) for the repurchase, on and subject to the occurrence of a Change of Control Payment Date (as defined in the Existing Indenture) to be mutually agreed by Parent and Company (which for the avoidance of doubt shall be on or following the Effective Time); (B) at Buyer’s written request, all the Company shall use commercially reasonable efforts to promptly prepare, and provide Buyer with a reasonable opportunity to review and comment on, drafts of the outstanding aggregate principal amount definitive documentation for any such redemption; (C) if Buyer elects, Buyer shall prepare such documentation, including the notices of redemption (each, a “Redemption Notice”) with respect to the Existing Notes, Notes pursuant to Section 4.11 the requisite provisions of the Indenture; provided that Buyer shall afford the Company a reasonable opportunity to review such documents, including the Redemption Notice; (D) the Company shall, at the direction of Buyer, use its reasonable best efforts to give, and cause the Trustee under the Indenture to give, any such Redemption Notice, and any other applicable notices, to holders of the Existing Notes on the Company’s behalf, in each case in accordance with the Indenture, and shall timely provide the Trustee and/or holders with such officers’ certificates, legal opinions (2to the extent requested by the Trustee) otherwise comply with the Existing Indenture with respect to each such Change of Control Offer, or (B) take any actions and other documentation reasonably requested by Parent the Trustee and/or holders in connection therewith; (E) the Company shall, at the written request of Buyer, take such actions, in each case, as are required by it pursuant to the terms of the Indenture to effect each such redemption (each, a “Redemption”) and facilitate the satisfaction and discharge and/or discharge defeasance of such Existing Notes by the Surviving Corporation on Indenture in connection with such Redemption at or following the Effective Time pursuant Time, to Article VIII the extent such satisfaction and discharge and/or defeasance are permitted by such Indenture (such satisfaction and discharge and/or defeasance, a “Discharge”) (it being understood that in no event shall the Company be required to deliver any notices to redeem, repurchase, satisfy, discharge or defease any Existing Notes which notice is not conditional on the occurrence of the Existing Indenture. If requested by Xxxxxx in writing, Effective Time); and (F) the Company shall assist Parent also use its reasonable best efforts to cause the Trustee for the Existing Notes to cooperate with Buyer to facilitate each such Redemption and Discharge. (iii) Notwithstanding the foregoing: (A) the Company shall not be required to consummate an Offer, Redemption or Discharge prior to the Effective Time; (B) the consummation of any Offer, Redemption or Discharge shall not occur prior to the Effective Time; and (C) the consummation of any Offer, Redemption or Discharge shall not be a condition to Closing. The Company shall consult with the preparation Buyer (and the Buyer shall be permitted to consult with the Debt Financing Sources) in connection with any Offer, Redemption or Discharge and use commercially reasonable efforts to afford the Buyer (and the Buyer shall afford the Debt Financing Sources) a reasonable opportunity to review any terms and conditions thereof that may impact the marketing of the documents required Debt Financing. (b) Buyer (i) shall promptly, upon request by Article V the Company, reimburse the Company for all reasonable and documented out-of-pocket costs and expenses (including reasonable and documented out-of-pocket attorneys’ fees) incurred by the Company or any of the Existing Indenture its Subsidiaries in connection with the consummation cooperation of the Merger.Company and its Subsidiaries contemplated by this ‎Section

Existing Notes. (i) Between Parent and Merger Sub will be permitted to commence and conduct one or more offers to purchase, including any “Change of Control Offer” (as such term is defined in the applicable Existing Notes Indenture) and any tender offer, or any exchange offer, and to conduct any consent solicitations to obtain any amendments to the Existing Notes Indentures identified by Parent to the Company in writing on or after the date of this Agreement (each, a “Debt Offer” and the Effective Time, as soon as reasonably practicable after the receipt of any written request by Parent to do socollectively, the Company shall commence offers to purchase, and related consent solicitations to amend, eliminate or waive certain sections of the Existing Indenture as specified by Parent (the “Consent SolicitationsDebt Offers”), with respect to any or all of the outstanding aggregate principal amount of the Company’s Existing Notes, on such terms and conditions, including pricing terms, that are reasonably proposed from time to time Notes identified by Parent consistent with this Section 5.14(b) (each a “Debt Tender Offer” and collectively, including the Consent Solicitations, the “Debt Tender Offers”) and Parent shall assist to the Company in connection therewith; providedwriting prior to, however, on or after the date hereof on terms that the Company are acceptable to Parent. Parent shall not be required permitted to commence any applicable Debt Tender Offer until Parent shall have prepared and provided the Company with the necessary offer to purchase, related letter of transmittal, consent solicitation statement, supplemental indenture and transmittal or other related documents (including all mailings to the holders of the applicable Existing Notes and all SEC filings) in connection with such the Debt Tender Offer (collectively, the “Debt Tender Offer Documents”); provided, further, that a reasonable period of time in advance of Parent will consult with or Merger Sub commencing the applicable Debt Offer to allow the Company regarding and afford its counsel the Company a reasonable time opportunity to review and comment on (A) the timing and commencement of the related Debt Tender Offers and any early tender or early consent deadlines for the Debt Tender Offers in light of the regular financial reporting schedule of the Company and (B) the Debt Tender Offer Documents and the material terms and conditions of the Debt Tender Offers and Parent shall give reasonable and good faith consideration to any comments made or input provided by the CompanyCompany and its legal counsel. The terms Parent shall reasonably consult with the Company regarding the timing and conditions specified by Parent for the commencement of any Debt Tender Offers shall be in compliance in all material respects with applicable Law Offer and the terms of the Existing Notes and the Existing Indentureany relevant tender or consent deadlines. The closing (or, in the case of each consent solicitations, operativeness) of the Debt Tender Offer Offers shall be expressly conditioned on the occurrence of the Effective Time (Closing and the Debt Offers shall be funded by amounts provided by Parent or one of its Subsidiaries; provided, that the consummation of a Debt Offer with respect to any series of Existing Notes shall not be a condition to the Closing. The Debt Offers shall be conducted in compliance with any applicable provisions of the applicable Existing Notes Indenture and with applicable Law, and the Company shall not be required to cooperate with respect to any Debt Offer that is not in compliance with the applicable Existing Notes Indenture and applicable Laws. The Company shall, and shall occur immediately cause its Subsidiaries and their respective Representatives to, in each case, use their reasonable best efforts, at Parent’s sole expense, to provide customary cooperation reasonably requested by Parent in connection with any Debt Offer; provided that such requested cooperation does not unreasonably interfere with the ongoing business or operations of the Company and its Subsidiaries; provided further, neither the Company nor counsel for the Company shall be required to furnish any certificates, legal opinions or negative assurance letters in connection with any Debt Offer or execute any other instruments or agreements in connection therewith (in each case, except as provided in Section 5.17(a)(ii) and (a)(iii)). The dealer manager, solicitation agent, information agent, depositary or other agent retained in connection with any Debt Offer will be selected by Parent, retained by Parent, and their fees and out-of-pocket expenses will be paid directly by Xxxxxx. To the extent that the provisions of any applicable Law conflict with this Section 5.17, Parent and the Company shall comply with the applicable Law and shall not be deemed to have breached their obligations under this Agreement by such compliance. (ii) Subject to the receipt of any requisite consents, the Company shall execute a supplemental indenture to the applicable Existing Notes Indenture governing each series of Existing Notes identified by Parent to the Company in writing prior to, on or after the date hereof in accordance with the applicable Existing Notes Indenture, amending the terms and provisions of each such Existing Notes Indenture as described in the Debt Offer Documents as reasonably requested by Parent, which supplemental indenture shall become operative no earlier than the Effective Time), and the parties hereto shall use their reasonable best efforts to cause the trustee under each Debt Tender Offer to close immediately after the Effective Time and none of the such Existing Notes shall be required Indenture to be purchased until immediately after the Effective Timeenter into such supplemental indenture; provided, however, that if Parent (1) requests in writing no event shall the Company or any of its Representatives have any obligation to authorize, adopt or execute any amendments or other agreement that one or more Debt Tender Offers be consummated at or would become operative prior to the Effective Time Time. The Company shall, and (2) agrees to irrevocably shall cause its Subsidiaries and unconditionally pay for such Debt Tender Offers upon such consummationtheir respective Representatives to, then the parties shall in each case, use their reasonable best efforts to cause such Debt Tender Offers to be consummated as provide all customary cooperation reasonably requested by Parent in connection with the execution of the time so supplemental indentures; provided that such requested cooperation does not unreasonably interfere with the ongoing business or operations of the Company and its Subsidiaries. If requested by Parent. The , the Company shall provide and shall use its reasonable best efforts to cause its Representatives legal counsel to provide all customary legal opinions required in connection with the transactions contemplated by this Section 5.17(a)(ii) to the extent (x) such legal opinion is required to be delivered prior to the Closing Date and (y) the trustee under the applicable Existing Notes Indenture requires an opinion of counsel. Notwithstanding the foregoing, in no event shall the Company or its legal counsel be required to give an opinion as to compliance of a Debt Offer with an applicable Law or, if applicable, the provisions of the applicable Existing Notes Indenture, if in the reasonable opinion of the Company’s legal counsel, the Debt Offer does not comply with such applicable Law or the provisions of the applicable Existing Notes Indenture, as the case may be, or to give an opinion with respect to financing by Parent. (iii) If and as requested by Parent, in lieu of or in addition to Parent commencing or closing a Debt Offer for any series of Existing Notes, the Company shall use reasonable best efforts, to the extent permitted by such series of Existing Notes and the applicable Existing Notes Indenture, to (A) issue a notice of redemption for all or a portion of the outstanding aggregate principal amount of such series of Existing Notes, pursuant to the redemption provisions of the applicable Existing Notes Indenture, which notice of redemption shall either be issued substantially simultaneously with the Effective Time or be expressly conditioned on the occurrence of the Closing, and (B) take any other actions prior to, at or after the Effective Time reasonably requested by Parent to facilitate the redemption and satisfaction and discharge of such series of Existing Notes pursuant to the redemption and the satisfaction and discharge provisions of the applicable Existing Notes Indenture and the other provisions of such Existing Notes Indenture applicable thereto and the satisfaction and release of any Liens on the assets of the Company and its Subsidiaries arising in connection with such redemption and satisfaction and discharge; provided, that prior to the Company being required under clause (A) above to issue any notice of redemption to be issued substantially simultaneously with the Effective Time in connection with a redemption and satisfaction and discharge, Parent shall have, or shall have caused to be, deposited with the trustee under the applicable Existing Notes Indenture sufficient funds to effect such redemption and satisfaction and discharge. If a conditional notice of redemption is given, Parent shall ensure that at the Effective Time, so long as the applicable conditions of such redemption are satisfied, the Company has all funds necessary in connection with any such redemption and satisfaction and discharge. The redemption and satisfaction and discharge of any series of Existing Notes pursuant to the preceding sentence are referred to collectively as the “Discharge” of such series of Existing Notes. The Company shall, and shall cause its Subsidiaries and their respective Representatives to, in each case, use their reasonable best efforts, at Parent’s sole expense, to provide all reasonable and customary cooperation reasonably requested by Parent in connection with the Debt Tender Offers. (ii) The Debt Tender Offers shall comply Discharge of any series of Existing Notes identified to the Company by Parent in all material respects writing at any time; provided that such requested cooperation does not unreasonably interfere with the requirements of Rule 14e-1 promulgated under the Exchange Act (“Rule 14e-1”), the Trust Indenture Act of 1939 (the “TIA”) and any other Law and the terms ongoing business or operations of the Existing Notes Company and the Existing Indenture, in each case as applicable, it being understood that the Company shall not be required to take any action that does not comply in all material respects with Rule 14e-1, the TIA or other applicable Law or the terms of the Existing Notes and the Existing Indentureits Subsidiaries. Promptly following the expiration of the Consent Solicitation, assuming the requisite consent from the holders of the Existing Notes (including from persons holding proxies from such holders) has been receivedIf requested by Parent, the Company shall use its reasonable best efforts to cause an appropriate supplemental indenture (its legal counsel to provide all customary legal opinions required in connection with the “Supplemental Indenture”transactions contemplated by this Section 5.17(a)(iii) to become effective providing for the amendments extent (x) such legal opinion is required to be delivered prior to the Existing Indenture contemplated in Closing Date and (y) the Debt Tender Offer Documents; provided, however, that notwithstanding trustee under the fact that the Supplemental Indenture may become effective earlier, the proposed amendments set forth therein shall not become operative unless and until the Effective Time has occurred and all conditions to the Debt Tender Offer have been satisfied or (subject to approval by Parent) waived by the Company in accordance with the terms hereof. The form and substance of the Supplemental Indenture shall be reasonably satisfactory to Parent and the Company. (iii) The Company shall waive any of the conditions to any Debt Tender Offer as may be reasonably requested by Parent (other than the condition that each Debt Tender Offer is conditioned on the Effective Time occurring as provided in Section 5.14(b)(i)), so long as such waivers would not cause any Debt Tender Offer to violate the Exchange Act, the TIA or any other applicable Law or the terms of the Existing Notes or Indenture requires an opinion of counsel. Notwithstanding the Existing Indentureforegoing, and in no event shall not, without the prior written consent of Parent, waive any condition to any Debt Tender Offer or make any change, amendment or modification to the terms and conditions of any Debt Tender Offer (including any extension thereof) other than as agreed between Parent and the Company or as its legal counsel be required to comply with applicable Law. (iv) If requested by Parent in writing, in addition give an opinion as to or lieu of commencing a Debt Tender Offer for the Existing Notes, the Company shall (A)(1) promptly deliver a notice with respect to a Change of Control Offer (as defined in the Existing Indenture) (“Change of Control Offer”) for the repurchase, on and subject to the occurrence compliance of a Change of Control Payment Date (as defined in the Existing Indenture) to be mutually agreed by Parent and Company (which redemption for the avoidance of doubt shall be on all or following the Effective Time), all a portion of the outstanding aggregate principal amount of any series of Existing NotesNotes with an applicable Law or, if applicable, the provisions of the applicable Existing Notes Indenture, if in the reasonable opinion of the Company’s legal counsel, such redemption does not comply with such applicable Law or the provisions of the applicable Existing Notes Indenture, as the case may be. (iv) Notwithstanding anything to the contrary set forth in this Section 5.17(a), neither the Company nor any of its Subsidiaries shall be required to (i) take or permit the taking of any action pursuant to Section 4.11 5.17(a)(i), ‎Section 5.17(a)(ii) or Section 5.17(a)(iii) that (A) would require the Company, its Subsidiaries or any Persons who are directors or officers of the Existing IndentureCompany or its Subsidiaries to pass resolutions or consents to approve or authorize the Debt Financing or any Debt Offers or execute or deliver any certificate, and (2) otherwise comply with document, instrument or agreement or agree to any change or modification of any existing certificate, document, instrument or agreement, in each case, that is effective prior to the Existing Indenture with respect to each such Change of Control OfferEffective Time, or that would be effective if the Effective Time does not occur (in each case, except as provided in Section 5.17(a)(ii)), (B) take would cause any actions reasonably requested by Parent representation or warranty in this Agreement to facilitate the satisfaction and/or discharge of such Existing Notes be breached by the Surviving Corporation on Company or following any of its Subsidiaries, (C) would require the Company or any of its Subsidiaries to pay any commitment or other similar fee prior to the Effective Time pursuant to Article VIII of the Existing Indenture. If requested by Xxxxxx in writingor incur any other expense, the Company shall assist Parent with the preparation of the documents required by Article V of the Existing Indenture liability or obligation in connection with the consummation Debt Financing or any Debt Offer (in the case of any other such expense, liability or obligation, that is not, subject to the limitations contained therein, subject to reimbursement or is not otherwise indemnified by Parent pursuant to ‎Section 5.15(c)), (D) would cause any director, officer or employee or stockholder of the MergerCompany or any of its Subsidiaries to incur any personal liability, (E) would cause any condition to the completion of the Merger set forth in Article VI to fail to be satisfied by the Effective Time or otherwise result in a breach of this Agreement by the Company, (F) would result in a violation or breach of, or a default under, any Material Contract to which the Company or any of its Subsidiaries is a party, the organizational documents of the Company or its Subsidiaries or any applicable Law, or (G) would unreasonably interfere with the ongoing business or operations of the Company and its Subsidiaries; (ii) provide access to or disclose information that the Company or any of its Subsidiaries reasonably determines could jeopardize any attorney-client privilege of the Company or any of its Subsidiaries (provided that the Company shall use reasonable best efforts to cause such information to be provided in a manner that would not result in such privilege concerns); or (iii) deliver or cause to be delivered any opinion of counsel (except for customary legal opinions to the extent contemplated by Section 5.17(a)(ii) and Section 5.17(a)(iii)). Nothing contained in this ‎Section 5.17(a) or otherwise shall require the Company or any of its Subsidiaries, prior to the Effective Time, to commence any Debt Offers or become an obligor under the Debt Financing.

Existing Notes. (i) Between Prior to the date of this Agreement and Closing, if requested in writing by the Effective Time, as soon as reasonably practicable after the receipt of any written request by Parent to do soParent, the Company shall commence offers to purchaseshall, and related consent solicitations shall cause its Subsidiaries to, reasonably cooperate with Parent to, and use reasonable best efforts to, take such actions as are necessary to amendeffect, eliminate or waive certain sections either (a) the satisfaction and discharge on the Closing Date of all the outstanding aggregate principal amount of Existing Indenture as specified by Parent Notes (the “Consent SolicitationsDischarge”), with respect to ) or (b) the conditional redemption of all of the outstanding aggregate principal amount of the Existing Notes, on such terms and conditions, including pricing terms, that are reasonably proposed from time Notes pursuant to time by Parent consistent with this Section 5.14(b) (each a “Debt Tender Offer” and collectively, including the Consent Solicitations, applicable provisions of the “Debt Tender Offers”) and Parent shall assist Existing Indenture at the Company in connection therewith; provided, however, that the Company shall not be required to commence any Debt Tender Offer until Parent shall have prepared and provided the Company with the necessary offer to purchase, related letter of transmittal, consent solicitation statement, supplemental indenture and other related documents in connection with such Debt Tender Offer Effective Time (the “Debt Tender Offer DocumentsRedemption”); provided, furtherthat any such Redemption and/or Discharge, that Parent will consult and all notices with the Company regarding and afford the Company a reasonable time to review and comment on (A) the timing and commencement of the Debt Tender Offers and any early tender or early consent deadlines for the Debt Tender Offers in light of the regular financial reporting schedule of the Company and (B) the Debt Tender Offer Documents and the material terms and conditions of the Debt Tender Offers and Parent shall give reasonable and good faith consideration to any comments made by the Company. The terms and conditions specified by Parent for the Debt Tender Offers shall respect thereto, must be in compliance in all material respects with applicable Law and the terms of the Existing Notes and the Existing Indenture. The closing of each Debt Tender Offer shall be expressly conditioned on the occurrence of the Effective Time (and Closing or shall occur immediately on or after the Effective Time)Closing Date. Parent shall ensure that, and the parties hereto shall use their reasonable best efforts to cause each Debt Tender Offer to close immediately after the Effective Time and none of the Existing Notes shall be required to be purchased until immediately after the Effective Time; provided, however, that if Parent (1) requests in writing that one or more Debt Tender Offers be consummated at or prior to the Effective Time Time, the Company has all funds necessary in connection with any such Redemption and/or Discharge. At the Parent’s reasonable written request, the Company shall, and (2) agrees to irrevocably and unconditionally pay for such Debt Tender Offers upon such consummationshall cause its Subsidiaries to, then the parties shall use their reasonable best efforts to cause such Debt Tender Offers to be consummated as to: (i) assist the Parent in preparing and issuing notices (including any required publication) of the time so requested by Parent. The Company shall provide and shall use its reasonable best efforts to cause its Representatives to provide all cooperation reasonably requested by Parent in connection with the Debt Tender Offers. (ii) The Debt Tender Offers shall comply in all material respects with the requirements of Rule 14e-1 promulgated under the Exchange Act Redemption (“Rule 14e-1”), the Trust Indenture Act of 1939 (the “TIARedemption Notices”) and any other Law and or irrevocable instructions relating to the terms Discharge (“Discharge Instructions”) with respect to the Existing Notes pursuant to the requisite provisions of the Existing Notes and Indenture at least 30 days but not more than 60 days before the Existing Indenture, in each case as applicable, it being understood Closing Date (provided that the Company shall not be required to take any action that does not comply in all material respects with Rule 14e-1, the TIA or other applicable Law or the terms of the Existing Notes and the Existing Indenture. Promptly following the expiration of the Consent Solicitation, assuming the requisite consent from the holders of the Existing Notes (including from persons holding proxies from such holders) has been received, the Company shall cause an appropriate supplemental indenture (the “Supplemental Indenture”) to become effective providing for the amendments to trustee under the Existing Indenture contemplated in the Debt Tender Offer Documents; provided, however, that notwithstanding the fact that the Supplemental Indenture may become effective earlier, the proposed amendments set forth therein shall not become operative unless and until the Effective Time has occurred and all conditions to the Debt Tender Offer have been satisfied or receive at least three (subject to approval by Parent3) waived by the Company in accordance with the terms hereof. The form and substance of the Supplemental Indenture shall be reasonably satisfactory to Parent and the Company. (iii) The Company shall waive any of the conditions to any Debt Tender Offer as may be reasonably requested by Parent (other than the condition that each Debt Tender Offer is conditioned on the Effective Time occurring as provided in Section 5.14(b)(i)), so long as such waivers would not cause any Debt Tender Offer to violate the Exchange Act, the TIA or any other applicable Law or the terms of the Existing Notes or the Existing Indenture, and shall not, without the prior written consent of Parent, waive any condition to any Debt Tender Offer or make any change, amendment or modification to the terms and conditions of any Debt Tender Offer (including any extension thereof) other than as agreed between Parent and the Company or as required to comply with applicable Law. (iv) If requested by Parent in writing, in addition to or lieu of commencing a Debt Tender Offer for the Existing Notes, the Company shall (A)(1) promptly deliver a notice with respect to a Change of Control Offer Business Days (as defined in the Existing Indenture) prior notice); (“Change ii) give, or request the trustee under the Existing Indenture to give, to holders of Control Offer”) for the repurchase, on and subject to the occurrence of a Change of Control Payment Date (as defined Existing Notes any such Redemption Notices or Discharge Instructions in accordance with the Existing Indenture, and shall provide the trustee with any officer’s certificate required by the Existing Indenture in connection therewith; (iii) cooperate with Parent pursuant to be mutually agreed by Parent and Company (which for the avoidance of doubt shall be on or following the Effective Time), all terms of the outstanding aggregate principal amount of Existing Notes, pursuant Indenture to Section 4.11 facilitate the Discharge of the Existing Indenture, and (2) otherwise comply with to the extent such Discharge is permitted by the Existing Indenture Indenture, (iv) cause the trustee of the Existing Notes to cooperate with respect to each such Change of Control Offer, or (B) take any actions reasonably requested by Parent to facilitate the satisfaction and/or discharge Redemption or the Discharge and (v) cooperate with Parent to, prepare all notices and documentation related to, and facilitate, the release of such all Liens securing the Existing Notes by on the Surviving Corporation on or following Closing Date. The Parties hereby agree that neither the Effective Time pursuant to Article VIII Company nor any of the Existing Indenture. If requested by Xxxxxx in writing, the Company Subsidiaries shall assist Parent with the preparation of the documents be required by Article V of the Existing Indenture to pay or deposit any amounts required in connection with the consummation Redemption or the Discharge, except to the extent such amounts have been previously provided by Parent to the Company or the Company’s Subsidiaries, as applicable. Notwithstanding anything to the contrary in this Agreement, neither the Company nor the Company’s counsel shall be required to provide any legal opinions in connection with the transactions contemplated by this Section 6.15. Parent shall promptly, upon request by the Company, reimburse the Company for all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees) incurred by the Company or any of its Subsidiaries or any of their respective Representatives in connection with this Section 6.15 and the Mergercompliance by the Company or any of its Subsidiaries or any of their respective Representatives with its obligations under this Section 6.15, and shall indemnify and hold harmless the Company, its Subsidiaries and their respective Representatives from and against any and all losses, damages, claims, costs or expenses suffered or incurred by any of them in connection with the compliance by the Company or any of its Subsidiaries or any of their respective Representatives with its obligations under this Section 6.15.