Common use of Senior Notes Clause in Contracts

Senior Notes. Upon written request of Parent, the Partnership shall, and shall cause all applicable Group Members to, and shall use commercially reasonable efforts to cause its and their Representatives to, as applicable, (i) deliver to the trustee under the Senior Notes Indenture at or prior to the Effective Time, a notice of optional redemption for up to all of the outstanding aggregate principal amount of the Senior Notes, pursuant to the redemption provisions of the Senior Notes Indenture and the Senior Notes, which notice shall be subject to the occurrence of the Effective Time, and (ii) provide assistance reasonably requested by the Parent to facilitate the redemption of the Senior Notes Indenture identified by the Parent and the satisfaction and discharge of the Senior Notes identified by the Parent at the Effective Time pursuant to the redemption and satisfaction and discharge provisions, respectively, and other applicable provisions of the Senior Notes Indenture (each, a “Discharge”) and, in each case, take any other actions reasonably requested by Parent that are customary or necessary in connection therewith, including the execution and delivery by the Partnership, all applicable Group Members or their Representatives (as applicable) of customary officers’ certificates and legal opinions, respectively, to the trustee under the Senior Notes Indenture, to the extent such certificates and opinions are required thereby or reasonably requested by the Trustee. Notwithstanding anything herein to the contrary, in no event shall this Section 6.16(b) require the Partnership or any of the Group Members to cause any redemption or Discharge to be effective unless and until the Effective Time has occurred and Parent has provided or caused to be provided to the Trustee under the Senior Notes Indenture funds (or Parent has directed the Partnership or any of the Partnership’s Subsidiaries to use funds on their balance sheet) sufficient to effect any such redemption or Discharge in compliance with the provisions of the Senior Notes Indenture.

Senior Notes. Upon written request of Parent, the Partnership shall, and shall cause all applicable Group Members to, and shall use commercially reasonable efforts to cause its and their Representatives to, as applicable, (i) deliver Parent will be permitted to commence and conduct, in accordance with the terms of that certain indenture, dated as of May 18, 2017 (the “Indenture”) by and among the Company, the subsidiary guarantors party thereto and Wilmington Trust, National Association, as trustee under (the Senior Notes Indenture at “Trustee”), one or prior more offers to purchase, including any “Change of Control Offer” (as such term is defined in the Effective TimeIndenture) or any tender offer, or any exchange offer, and to conduct a consent solicitation, if any (each, a notice of optional redemption for up “Debt Offer” and collectively, the “Debt Offers”), with respect to any or all of the outstanding aggregate principal amount of the 6.625% Senior Notes, Notes due 2022 issued by the Company prior to the date hereof pursuant to the redemption provisions Indenture (the “Senior Notes”) identified by Parent to the Company in writing prior to, on, or after the date hereof on terms that are acceptable to Parent; provided, that any such Debt Offer shall be consummated using funds provided by Parent. Parent shall not be permitted to commence any applicable Debt Offer until Parent shall have provided the Company with the necessary offer to purchase, offer to exchange, consent solicitation statement, letter of transmittal and press release, if any, in connection therewith and each other document relevant to such transaction that will be distributed by Parent to holders of the Senior Notes in the applicable Debt Offer (collectively, the “Debt Offer Documents”) a period of time in advance of commencing the applicable Debt Offer to allow the Company and its counsel a reasonable opportunity to review and comment on the related Debt Offer Documents. Parent will reasonably consult with the Company regarding the material terms and conditions of any Debt Offer (other than financial terms), including the timing and commencement of any Debt Offer and any relevant tender or consent deadlines. The closing (or, if applicable, effectiveness) of the Debt Offers shall be expressly conditioned on the occurrence of the Closing, and the Company will use reasonable best efforts to cooperate with Parent, at Parent’s request, to facilitate the initial settlement of the Debt Offers by Parent on the Closing Date; provided, that the consummation of a Debt Offer with respect to the Senior Notes shall not be a condition to Closing. The Debt Offers shall be conducted in compliance with (and the terms of any Debt Offer shall comply with) the Indenture and SEC Regulatory Requirements, and the Company shall not be required to cooperate with respect to any Debt Offer that is not in compliance with the Senior Notes, which notice shall be subject the Indenture and SEC Regulatory Requirements. Subject to Section 5.13(b), at Parent’s expense, the occurrence of the Effective TimeCompany shall, and (ii) provide assistance reasonably requested by shall cause the Parent to facilitate the redemption of the Senior Notes Indenture identified by the Parent Company Subsidiaries and the satisfaction and discharge of the Senior Notes identified by the Parent at the Effective Time pursuant to the redemption and satisfaction and discharge provisions, respectively, and other applicable provisions of the Senior Notes Indenture (each, a “Discharge”) andtheir respective representatives to, in each case, take any other actions use their reasonable best efforts to provide all cooperation reasonably requested by Parent that are customary or necessary in connection therewithwith the Debt Offer; provided that prior to the Closing, including neither the Company nor any of the Company Subsidiaries, nor counsel for the Company shall be required to furnish any officer’s certificates, legal opinions or negative assurance letters in connection with the Debt Offers (other than, in connection with the execution of a supplemental indenture relating to any consent solicitation of the type described in clause (ii) below, the Company delivering customary officer’s certificates, and delivery by using reasonable best efforts to cause counsel for the Partnership, all applicable Group Members or their Representatives (as applicable) of Company to deliver customary officers’ certificates and legal opinions, respectively, to the trustee under the Senior Notes Indenture, to the extent such certificates and opinions are required thereby or reasonably requested by would not (in the opinion of the Company, its counsel and the Trustee) conflict with applicable Laws, the terms of the Senior Notes or the Indenture and would be accurate in light of the facts and circumstances at the time delivered) or execute any other instruments or agreements in connection therewith other than the supplemental indenture described in clause (ii) below. To the extent that the provisions of SEC Regulatory Requirements conflict with this Section 5.14(b)(i), Parent and the Company shall comply with SEC Regulatory Requirements and shall not be deemed to have breached their obligations under this Agreement by such compliance. Notwithstanding anything herein to the contraryforegoing and for the avoidance of doubt, in no event shall this Section 6.16(bthe Company or its legal counsel be required to give an opinion with respect to the Financing or any other financing of Parent or Merger Sub. (ii) require To the Partnership extent any Debt Offer includes a consent solicitation, then subject to the receipt of the requisite consents, the Company and the applicable Company Subsidiaries shall execute a supplemental indenture to the Indenture in accordance with the terms of the Indenture, amending the terms and provisions of the Indenture as described in the relevant Debt Offer Documents as reasonably requested by Parent, which supplemental indenture shall become operative no earlier than the Effective Time; provided, however, that in no event shall the Company or any of its officers, directors or other representatives have any obligation to authorize, adopt or execute any amendments or other agreement that is not permitted under applicable Law, the Group Members to cause any redemption or Discharge to be effective unless and until the Effective Time has occurred and Parent has provided or caused to be provided to the Trustee under the Senior Notes Indenture funds (or Parent has directed the Partnership or any of the Partnership’s Subsidiaries to use funds on their balance sheet) sufficient to effect any such redemption or Discharge in compliance with the provisions terms of the Senior Notes Indentureor the Indenture or would become operative prior to the Effective Time.

Senior Notes. Upon written request of ParentNotwithstanding anything to the contrary in this Agreement, prior to the Effective Time, the Partnership shallCompany shall give any notices and take all other actions necessary in accordance with the terms of the Indenture, the First Supplemental Indenture, the Second Supplemental Indenture and the Senior Notes, which actions shall cause all applicable Group Members toinclude, and shall use commercially reasonable efforts to cause without limitation, the Company (or its and their Representatives to, as applicable, Subsidiaries) (i) deliver giving any notices that may be required in connection with the Merger and the other transactions contemplated by this Agreement, (ii) preparing any supplemental indentures required in connection with the Merger and the other transactions contemplated by this Agreement and the consummation thereof to be executed and delivered to the trustee under the Senior Notes Indenture Trustee at or prior to the Effective Time, a notice in form and substance reasonably satisfactory to the Trustee and Parent, and (iii) delivering any opinions of optional redemption for up counsel required to be delivered prior to the Effective Time and any officer’s certificates or other documents or instruments, as may be necessary to comply with all of the outstanding aggregate principal amount terms and conditions of the Senior NotesIndenture, pursuant to the redemption provisions of the Senior Notes First Supplemental Indenture and the Senior NotesSecond Supplemental Indenture in connection with the Merger and the other transactions contemplated by this Agreement, which notice provided that opinions of counsel required by the Indenture, the First Supplemental Indenture or the Second Supplemental Indenture, as may be necessary to comply with all of the terms and conditions of the Indenture, the First Supplemental Indenture or the Second Supplemental Indenture in connection with the Merger and the other transactions contemplated by this Agreement shall be subject delivered by Parent and its counsel to the occurrence of extent required to be delivered at or after the Effective Time, and (ii) provide assistance reasonably requested by the Parent to facilitate the redemption of the Senior Notes Indenture identified by the Parent and the satisfaction and discharge of the Senior Notes identified by the Parent at the Effective Time pursuant to the redemption and satisfaction and discharge provisions, respectively, and other applicable provisions of the Senior Notes Indenture (each, a “Discharge”) and, in each case, take any other actions reasonably requested by Parent that are customary or necessary in connection therewith, including the execution and delivery by the Partnership, all applicable Group Members or their Representatives (as applicable) of customary officers’ certificates and legal opinions, respectively, to the trustee under the Senior Notes Indenture, to the extent such certificates and opinions are required thereby or reasonably requested by the Trustee. Notwithstanding anything herein to the contrary, in no event shall this Section 6.16(b) require the Partnership or any of the Group Members to cause any redemption or Discharge to be effective unless and until the Effective Time has occurred and Parent has provided or caused to be provided to the Trustee under the Senior Notes Indenture funds (or Parent has directed the Partnership or any of the Partnership’s Subsidiaries to use funds on their balance sheet) sufficient to effect any such redemption or Discharge in compliance with the provisions of the Senior Notes Indenture.

Senior Notes. Upon written request of Parent, the Partnership shall, and shall cause all applicable Group Members to, and shall use commercially reasonable efforts to cause its and their Representatives to, as applicable, (i) deliver Notwithstanding anything to the trustee contrary in this Agreement, prior to the First Merger Effective Time, the Company shall give any notices and use its reasonable best efforts to take all other actions specifically required to be taken under the terms of the Indenture and the Senior Notes Indenture as a result of the consummation of the Transactions, which actions shall include, without limitation, the Company (or its Subsidiaries) using its reasonable best efforts to (i) give any notices that may be required in connection with the Mergers and the other Transactions contemplated by this Agreement prior to the First Merger Effective Time, (ii) prepare any supplemental indentures required in connection with the Mergers and the other Transactions contemplated by this Agreement and the consummation thereof to be executed and delivered to the Trustee at or prior to the First Merger Effective Time, in form and substance reasonably satisfactory to the Trustee, and (iii) deliver any opinions of counsel required to be delivered prior to the First Merger Effective Time and any officer’s certificates or other documents or instruments, as may be necessary to comply with all of the terms and conditions of the Indenture in connection with the Mergers and the other Transactions contemplated by this Agreement; provided that opinions of counsel required by the Indenture, as may be necessary to comply with all of the terms and conditions of the Indenture in connection with the Mergers and the other Transactions contemplated by this Agreement shall be delivered by Parent and its counsel to the extent required to be delivered at or after the First Merger Effective Time. The foregoing notwithstanding, neither the Company nor any of its Subsidiaries shall be required to execute and deliver any document or instrument (or cause any document or instrument to be executed or delivered) (i) that would be inaccurate in light of the facts and circumstances at the time delivered or (ii) not conditioned on or delivered substantially concurrently with the occurrence of the First Merger Effective Time. (ii) The Company shall provide Parent and its counsel reasonable opportunity to review and comment on any notices, certificates, supplemental indentures, legal opinions, officer’s certificates or other documents or instruments required to be delivered pursuant to or in connection with the Indenture or the Senior Notes in connection with the Mergers and the other Transactions contemplated by this Agreement prior to the dispatch or making thereof, and the Company shall promptly respond to any reasonable questions from, and consider in good faith any reasonable comments made by, Parent or its counsel with respect thereto prior to the dispatch or making thereof. (iii) If requested by Parent in writing at least seven (7) Business Days in advance of the due date for such notice under the Indenture, the Company shall, to the extent permitted by the Senior Notes and the Indenture, issue on the Closing Date (or on such earlier time as Parent may request) a notice of optional redemption for up to all of the outstanding aggregate principal amount of the Senior Notes, Notes pursuant to the optional redemption provisions of the Senior Notes Indenture (which notice of optional redemption may be, at Parent’s request and to the extent permitted by the Indenture, conditional on the consummation of the Merger or the other Transactions, including subsequent supplemental notices of optional redemption to the extend necessary to extend the redemption date set forth in the original notice to match the ultimate Closing Date) (such redemption of the Senior Notes, which notice shall be subject to the occurrence of the Effective Time, and (ii) provide assistance reasonably requested by the Parent to facilitate the redemption of the “Senior Notes Indenture identified by the Parent and the satisfaction and discharge of the Senior Notes identified by the Parent at the Effective Time pursuant to the redemption and satisfaction and discharge provisions, respectively, and other applicable provisions of the Senior Notes Indenture (each, a “DischargeRedemption”) and, in each case, take any other actions reasonably requested by Parent ); provided that are customary or necessary in connection therewithwith the delivery of any such notice of optional redemption, including the execution Company shall deliver and delivery by shall use reasonable best efforts to cause counsel for the PartnershipCompany to deliver, all applicable Group Members or their Representatives (as applicable) of customary officers’ officer’s certificates and customary legal opinions, respectively, to the trustee under the Senior Notes IndentureTrustee, to the extent such certificates and opinions are required thereby or reasonably requested by the Trustee. Notwithstanding anything herein to terms of the contrary, Senior Notes or the Indenture; it being understood that (i) in no event shall this Section 6.16(bthe Company be required to prepare or commence any documentation or action for any Senior Notes Redemption that will result in such redemption being effective prior to the First Merger Effective Time or incur any cost or expense in connection with such Senior Notes Redemption unless Parent promptly reimburses the Company for all costs and expenses incurred by the Company in connection therewith and (ii) require any opinions of counsel required by the Partnership or any Indenture as may be necessary to comply with all of the Group Members to cause any redemption or Discharge to be effective unless terms and until conditions of the Effective Time has occurred and Parent has provided or caused to be provided to the Trustee under Indenture in connection with the Senior Notes Indenture funds (Redemption shall be delivered by Parent and its counsel to the extent required to be delivered at or Parent has directed after the Partnership or any of the Partnership’s Subsidiaries to use funds on their balance sheet) sufficient to effect any such redemption or Discharge in compliance with the provisions of the Senior Notes IndentureFirst Merger Effective Time.

Senior Notes. Upon written request of ParentAs promptly as practicable following the date hereof, the Partnership shallCompany shall solicit waivers from holders of a requisite majority or majorities of the Company's outstanding 14% Senior Notes due 2007 (the "Notes") of the applicability to the transactions contemplated hereby of certain covenants set forth in the indenture governing the Notes, as identified by Parent to the Company (such waivers, the "Requisite Waivers"). If requested by RV, the Company shall prepare and distribute to the holders of the Notes, as promptly as reasonably practicable following the date on which the Registration Statement shall have been declared effective, an offer to purchase and consent solicitation statement, on terms and conditions and in a form satisfactory to RV (together with all related transmittal and consent forms and other documents delivered to such holders, the "Tender Offer Statement"), seeking the tender, and the delivery of an accompanying consent by holders of a requisite majority or majorities of outstanding principal amount of the Notes ("Requisite Majority") to the amendments to the indenture constituting the Notes as are considered necessary or appropriate by RV. RV shall cause all applicable Group Members tobe entitled to participate in the preparation of the Tender Offer Statement and in any discussions with holders of Notes relating to the terms of any offer to purchase Notes or solicitation of consents or waivers. The Company shall not distribute to any Person the Tender Offer Statement or any written material relating to any offer to purchase Notes or to the solicitation of any consents or waivers from holders of the Notes, or make any announcement with respect to the Tender Offer Statement or any such offer or solicitation, or engage, directly or through intermediaries, in any discussions with any holder of Notes after the date hereof, without the prior express approval of RV. Any registration statement, if any, required in connection with any such offer or solicitation shall be in form and substance satisfactory to RV, and RV shall use commercially reasonable efforts be entitled to cause its participate in the preparation and their Representatives tofiling thereof, and the Company shall cooperate in such preparation and filing as applicablethe registrant thereunder. If RV shall have requested the distribution of a Tender Offer Statement, at the Closing (iprovided that the Requisite Majority has been obtained) the Company shall execute and deliver to the trustee under the Senior indenture relating to the Notes Indenture at a supplemental indenture in the form specified in, and otherwise in accordance with, such Tender Offer Statement. On or prior to the Effective Timesettlement date of any tender offer, Parent shall, and shall cause RV to, provide financing as necessary to enable the Company to pay for tendered Notes, in a notice of optional redemption for up to all manner not inconsistent with the terms of the outstanding aggregate principal amount of the Senior Notes, pursuant to the redemption provisions of the Senior Notes Indenture and the Senior Notes, which notice Tender Offer Statement. The Company shall be subject to the occurrence of the Effective Time, and (ii) provide assistance reasonably requested responsible for all out-of-pocket expenses incurred by the Parent to facilitate the redemption of the Senior Notes Indenture identified by the Parent and the satisfaction and discharge of the Senior Notes identified by the Parent at the Effective Time pursuant to the redemption and satisfaction and discharge provisions, respectively, and other applicable provisions of the Senior Notes Indenture (each, a “Discharge”) and, in each case, take any other actions reasonably requested by Parent that are customary or necessary it in connection therewith, including the execution and delivery by the Partnership, all applicable Group Members or their Representatives (as applicable) of customary officers’ certificates and legal opinions, respectively, to the trustee under the Senior Notes Indenture, to the extent such certificates and opinions are required thereby or reasonably requested by the Trustee. Notwithstanding anything herein to the contrary, in no event shall this Section 6.16(b) require the Partnership or any of the Group Members to cause any redemption or Discharge to be effective unless and until the Effective Time has occurred and Parent has provided or caused to be provided to the Trustee under the Senior Notes Indenture funds (or Parent has directed the Partnership or any of the Partnership’s Subsidiaries to use funds on their balance sheet) sufficient to effect any such redemption or Discharge in compliance with the provisions making of any offers to purchase Notes or solicitation as contemplated in this Section, provided that RV shall pay and reimburse the Senior Notes Indenture.Company for all out-of-pocket fees and

Senior Notes. Upon written request of Parent(a) At such time as reasonably requested by Purchaser in writing (provided that it shall coordinate with PFG regarding such timing), the Partnership PFG shall, and shall cause all subject to compliance with any applicable Group Members to, and shall use commercially reasonable efforts to cause its and their Representatives to, as applicableprovisions of the Indenture, (i) deliver commence a cash tender offer to the trustee under the Senior Notes Indenture at or prior to the Effective Time, a notice of optional redemption for up to purchase all of the outstanding aggregate principal amount Senior Notes and/or (ii) solicit the consent of the Senior Notes, pursuant to the redemption provisions holders of the Senior Notes regarding certain amendments (the “Indenture Amendments”) to certain of the covenants contained in the Indenture. Such offer to purchase and/or consent solicitation (individually or collectively, the “Debt Offer”) shall be made on such terms and conditions as are reasonably requested by Purchaser and agreed to by PFG (such agreement not to be unreasonably withheld); provided that, in any event, the terms and conditions of the Debt Offer shall provide that the closing thereof shall be contingent upon the Closing. It is expressly understood and agreed that the foregoing shall not be a condition to Closing and shall in no event delay or hinder the Closing. PFG shall waive any of the conditions to the Debt Offer and make any other changes in the terms and conditions of the Debt Offer as may be reasonably requested by Purchaser and PFG shall not, without Purchaser’s prior consent, waive any condition to the Debt Offer or make any changes to the terms and conditions of the Debt Offer, in each case except as required by applicable Law and subject to compliance with any applicable provisions of the Indenture. PFG covenants and agrees, subject to the terms and conditions of this Agreement and the receipt of the necessary funds from LNY pursuant to the immediately following sentence, including the terms and conditions to the Debt Offer, to accept for payment, and pay for, the Senior NotesNotes and effect the Indenture Amendments, which notice in each case contemporaneously with, and contingent upon, the Closing, in each case except as required by applicable Law and subject to compliance with any applicable provisions of the Indenture. Without, in any way limiting Section 5.14(d), LNY covenants and agrees to provide the necessary funds to effect the foregoing sentence. PFG agrees to enter into a customary dealer manager agreement and a customary information agent agreement with a dealer manager and information agent, respectively, recommended by Purchaser (and reasonably acceptable to PFG). (b) Within ten (10) Business Days following the date of agreement on the terms of the Debt Offer, PFG shall prepare, subject to the reasonable advice and comments of Purchaser, an offer to purchase the Senior Notes and forms of the related letters of transmittal and summary advertisement, appropriate consent solicitation materials, as well as all other information and exhibits that may be necessary in connection with the Debt Offer (collectively, the “Offer Documents”). In the event that this Agreement is terminated in accordance with this Agreement, PFG shall have the right to amend the Offer Documents without Purchaser’s consent, including such amendment as shall terminate the Debt Offer. All mailings to the holders of Senior Notes in connection with the Debt Offer shall be subject to the occurrence prior reasonable review, comment and approval of Purchaser; provided, however, that the Effective Time, comment and (ii) provide assistance reasonably requested by approval of Purchaser shall not be unreasonably withheld or delayed. PFG will use its reasonable best efforts to cause the Parent Offer Documents to facilitate be mailed to the redemption holders of the Senior Notes Indenture identified by the Parent and the satisfaction and discharge as promptly as practicable following receipt of the Senior Notes identified written request from Purchaser under paragraph (a) above to do so. (c) PFG agrees to amend the Offer Documents and distribute amended copies thereof as required by applicable Law. (d) LNY shall bear all costs and expenses (including costs and expenses of counsel, accounting and other advisors) of the Parent at Debt Offer (including any Taxes resulting from the Effective Time pursuant to Debt Offer), whether or not the redemption and satisfaction and discharge provisions, respectivelyDebt Offer is consummated, and whether or not the Closing occurs, and shall reimburse PFG (or its direct or indirect stockholders) for any such costs and expenses (including costs and expenses of counsel, accounting and other applicable provisions advisors) on a timely basis upon LNY’s receipt of reasonable written documentation thereof. (e) If Purchaser fails to timely perform any of its obligations under this Section 5.14, LNY shall undertake any and all such obligations of the Senior Notes Indenture (each, a “Discharge”) and, in each case, take any other actions reasonably requested by Parent that are customary or necessary in connection therewith, including the execution and delivery by the Partnership, all applicable Group Members or their Representatives (as applicable) of customary officers’ certificates and legal opinions, respectively, to the trustee Purchaser under the Senior Notes Indenture, to the extent such certificates and opinions are required thereby or reasonably requested by the Trustee. Notwithstanding anything herein to the contrary, in no event shall this Section 6.16(b) require the Partnership or any of the Group Members to cause any redemption or Discharge to be effective unless and until the Effective Time has occurred and Parent has provided or caused to be provided to the Trustee under the Senior Notes Indenture funds (or Parent has directed the Partnership or any of the Partnership’s Subsidiaries to use funds on their balance sheet) sufficient to effect any such redemption or Discharge in compliance with the provisions of the Senior Notes Indenture5.14.

Senior Notes. Upon written request of ParentAs promptly as practicable following the date hereof, the Partnership shallCompany shall solicit waivers from holders of a requisite majority or majorities of the Company's outstanding 14% Senior Notes due 2007 (the "NOTES") of the applicability to the transactions contemplated hereby of certain covenants set forth in the indenture governing the Notes, as identified by Parent to the Company (such waivers, the "REQUISITE WAIVERS"). If requested by RV, the Company shall prepare and distribute to the holders of the Notes, as promptly as reasonably practicable following the date on which the Registration Statement shall have been declared effective, an offer to purchase and consent solicitation statement, on terms and conditions and in a form satisfactory to RV (together with all related transmittal and consent forms and other documents delivered to such holders, the "TENDER OFFER STATEMENT"), seeking the tender, and the delivery of an accompanying consent by holders of a requisite majority or majorities of outstanding principal amount of the Notes ("REQUISITE MAJORITY") to the amendments to the indenture constituting the Notes as are considered necessary or appropriate by RV. RV shall cause all applicable Group Members tobe entitled to participate in the preparation of the Tender Offer Statement and in any discussions with holders of Notes relating to the terms of any offer to purchase Notes or solicitation of consents or waivers. The Company shall not distribute to any Person the Tender Offer Statement or any written material relating to any offer to purchase Notes or to the solicitation of any consents or waivers from holders of the Notes, or make any announcement with respect to the Tender Offer Statement or any such offer or solicitation, or engage, directly or through intermediaries, in any discussions with any holder of Notes after the date hereof, without the prior express approval of RV. Any registration statement, if any, required in connection with any such offer or solicitation shall be in form and substance satisfactory to RV, and RV shall use commercially reasonable efforts be entitled to cause its participate in the preparation and their Representatives tofiling thereof, and the Company shall cooperate in such preparation and filing as applicablethe registrant thereunder. If RV shall have requested the distribution of a Tender Offer Statement, at the Closing (iprovided that the Requisite Majority has been obtained) the Company shall execute and deliver to the trustee under the Senior indenture relating to the Notes Indenture at a supplemental indenture in the form specified in, and otherwise in accordance with, such Tender Offer Statement. On or prior to the Effective Timesettlement date of any tender offer, Parent shall, and shall cause RV to, provide financing as necessary to enable the Company to pay for tendered Notes, in a notice of optional redemption for up to all manner not inconsistent with the terms of the outstanding aggregate principal amount Tender Offer Statement. The Company shall be responsible for all out-of-pocket expenses incurred by it in connection with the making of any offers to purchase Notes or solicitation as contemplated in this Section, PROVIDED that RV shall pay and reimburse the Senior Notes, pursuant Company for all out-of-pocket fees and expenses of outside advisers actually incurred by the Company prior to the redemption provisions of the Senior Notes Indenture and the Senior Notes, which notice shall be subject to the occurrence of the Effective Time, and (ii) provide assistance reasonably requested by the Parent to facilitate the redemption of the Senior Notes Indenture identified by the Parent and the satisfaction and discharge of the Senior Notes identified by the Parent at the Effective Time pursuant to the redemption and satisfaction and discharge provisions, respectively, and other applicable provisions of the Senior Notes Indenture (each, a “Discharge”) and, Closing if this Agreement is terminated in each case, take any other actions reasonably requested by Parent that are customary or necessary in connection therewith, including the execution and delivery by the Partnership, all applicable Group Members or their Representatives (as applicable) of customary officers’ certificates and legal opinions, respectively, to the trustee under the Senior Notes Indenture, to the extent such certificates and opinions are required thereby or reasonably requested by the Trustee. Notwithstanding anything herein to the contrary, in no event shall this accordance with Section 6.16(b) require the Partnership or any of the Group Members to cause any redemption or Discharge to be effective unless and until the Effective Time has occurred and Parent has provided or caused to be provided to the Trustee under the Senior Notes Indenture funds (or Parent has directed the Partnership or any of the Partnership’s Subsidiaries to use funds on their balance sheet) sufficient to effect any such redemption or Discharge in compliance with the provisions of the Senior Notes Indenture6.1(b)(i).

Senior Notes. Upon written request of Parent, the Partnership Company shall, and shall cause all applicable Group Members the Company Subsidiaries to, and shall use commercially reasonable efforts to cause its and their Representatives to, as applicable, (i) deliver to the trustee under the each Senior Notes Indenture at or prior to the Effective Time, a notice of optional redemption for up to all of the outstanding aggregate principal amount of the any series of Senior NotesNotes outstanding and identified by Parent, pursuant to the redemption provisions of the applicable Senior Notes Indenture and the Senior Notes, which notice shall be subject to the occurrence of the Effective Time, Notes and (ii) provide assistance reasonably requested by the Parent to facilitate the redemption of the related Senior Notes Indenture identified by the Parent and the satisfaction and discharge of the any series of Senior Notes identified by the Parent at the Effective Time pursuant to the redemption and satisfaction and discharge provisions, respectively, and other applicable provisions of the applicable Senior Notes Indenture (each, a “Discharge”) and, in each case, take any other actions reasonably requested by Parent that are customary or necessary in connection therewith, including the execution and delivery by the PartnershipCompany, all applicable Group Members the Company Subsidiaries or their Representatives (as applicable) of customary officers’ certificates and legal opinions, respectively, to the trustee under the applicable Senior Notes Indenture, to the extent such certificates and opinions are required thereby or reasonably requested by the Trusteeapplicable trustee. The Company (or the applicable Company Subsidiary) shall deliver a copy of any such notice or other document to Parent at least three (3) business days prior to delivering or entering into such notice or other document and the Company shall include any proposed changes thereon that Parent reasonably requests. Notwithstanding anything herein to the contrary, in no event shall this Section 6.16(b7.14(b) require the Partnership Company or any of the Group Members Company Subsidiaries to cause any redemption or Discharge to be effective unless and until the Effective Time has occurred and Parent has provided or caused to be provided to the Trustee trustee under the Senior Notes Indenture Indentures funds (or Parent has directed the Partnership Company or any of the PartnershipCompany’s Subsidiaries to use funds on their balance sheet) sufficient to effect any such redemption or Discharge in compliance with the provisions of the such applicable Senior Notes Indenture.

Senior Notes. Upon written request of Parent, the Partnership shall, and shall cause all applicable Group Members to, and shall use commercially reasonable efforts to cause its and their Representatives to, as applicable, (i) deliver BidCo 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 trustee under the Senior Notes Indenture at Indenture) and/or any tender or prior exchange offer and/or to the Effective Timeconduct a consent solicitation, if any (each, a notice of optional redemption for up "Debt Offer" and, collectively, the "Debt Offers"), with respect to any or all of the outstanding aggregate principal amount of the Senior Notes on terms that are acceptable to BidCo; provided, that any such Debt Offer is consummated using funds provided by BidCo and at BidCo's expense. BidCo shall provide the Company with the necessary offer to purchase or other related documents in connection with the Debt Offer (collectively, the "Debt Offer Documents") a reasonable period of time in advance of commencing the applicable Debt Offer to allow the Company and its counsel to review and comment on the related Debt Offer Documents. The Debt Offers shall be conducted in compliance with the Indenture and applicable Law, including SEC rules and regulations. The Company shall, and shall cause its subsidiaries and their respective Representatives to, in each case, use their reasonable best efforts to provide all cooperation reasonably requested by BidCo in connection with any Debt Offer; provided, that the Company shall not be required to cooperate with respect to any Debt Offer that is not in compliance with the Indenture and applicable Laws. (ii) Subject to the receipt of any requisite consents in connection with a consent solicitation, the Company and its subsidiaries shall execute a supplemental indenture to the Indenture in accordance with the Indenture, amending the terms and provisions of the Indenture as described in the Debt Offer Documents as reasonably requested by BidCo, which supplemental indenture shall become operative no earlier than the Effective Date or the acceptance for purchase of the Senior Notes by BidCo, and shall use reasonable best efforts to cause the trustee under the Indenture to enter into such supplemental indenture. The Company shall, and shall cause its subsidiaries and their respective Representatives to, in each case, use their reasonable best efforts to provide all cooperation reasonably requested by BidCo in connection with the execution of supplemental indentures, including, if requested by BidCo, the Company shall use its reasonable best efforts to cause its legal counsel to provide all customary legal opinions and its officers to provide officers' certificates required by the Indenture or otherwise required in connection with the transactions contemplated by this clause (ii) or clause (iii) below to the extent such legal opinions or certificates are required to be delivered prior to the Effective Date. Notwithstanding the foregoing, in no event shall the Company or its legal counsel be required to give an opinion with respect to a Debt Offer that in the reasonable opinion of the Company does not comply with applicable Laws or the Indenture. (iii) If requested by BidCo, in lieu of or in addition to BidCo commencing a Debt Offer for the Senior Notes, the Company shall use its reasonable best efforts, to the extent permitted by the Indenture, to (A) issue one or more notices of optional redemption for all or a portion of the outstanding aggregate principal amount of the Senior Notes (which may be delivered at BidCo's request in advance of the Effective Date so long as they are contingent upon the occurrence of the Effective Date (it being understood and agreed that they may also be contingent upon the occurrence of other events in addition to the occurrence of the Effective Date)), pursuant to the redemption provisions of the Senior Notes Indenture and the Senior Notes, which notice shall be subject to the occurrence of the Effective Time, and (iiB) provide assistance take any other actions reasonably requested by the Parent BidCo to facilitate the redemption of the Senior Notes Indenture identified by the Parent and the satisfaction and discharge of the Senior Notes identified by the Parent at the Effective Time pursuant to the redemption and satisfaction and discharge provisions, respectively, and other applicable provisions of the Senior Notes Indenture (eachand the other provisions of the Indenture applicable thereto. If a conditional notice of redemption is given, a “Discharge”) andBidCo shall ensure that on the Effective Date, in each caseso long as the applicable conditions of such redemption are satisfied, take any other actions reasonably requested by Parent that are customary or the Company has all funds necessary in connection therewith, including the execution and delivery by the Partnership, all applicable Group Members or their Representatives (as applicable) of customary officers’ certificates and legal opinions, respectively, to the trustee under the Senior Notes Indenture, to the extent with such certificates and opinions are required thereby or reasonably requested by the Trustee. Notwithstanding anything herein to the contrary, in no event shall this Section 6.16(b) require the Partnership or any of the Group Members to cause any redemption or Discharge to be effective unless and until the Effective Time has occurred and Parent has provided or caused to be provided to the Trustee under the Senior Notes Indenture funds (or Parent has directed the Partnership or any of the Partnership’s Subsidiaries to use funds on their balance sheet) sufficient to effect any such redemption or Discharge in compliance with the provisions of the Senior Notes Indentureredemption.

Senior Notes. Upon written request of Parent, the Partnership shall, and shall cause all applicable Group Members to, and shall use commercially reasonable efforts to cause its and their Representatives to, as applicable, (i) deliver BidCo 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 trustee under the Senior Notes Indenture at Indenture) and/or any tender or prior exchange offer and/or to the Effective Timeconduct a consent solicitation, if any (each, a notice of optional redemption for up “Debt Offer” and, collectively, the “Debt Offers”), with respect to any or all of the outstanding aggregate principal amount of the Senior Notes on terms that are acceptable to BidCo; provided, that any such Debt Offer is consummated using funds provided by BidCo and at BidCo’s expense. BidCo shall provide the Company with the necessary offer to purchase or other related documents in connection with the Debt Offer (collectively, the “Debt Offer Documents”) a reasonable period of time in advance of commencing the applicable Debt Offer to allow the Company and its counsel to review and comment on the related Debt Offer Documents. The Debt Offers shall be conducted in compliance with the Indenture and applicable Law, including SEC rules and regulations. The Company shall, and shall cause its subsidiaries and their respective Representatives to, in each case, use their reasonable best efforts to provide all cooperation reasonably requested by BidCo in connection with any Debt Offer; provided, that the Company shall not be required to cooperate with respect to any Debt Offer that is not in compliance with the Indenture and applicable Laws. (ii) Subject to the receipt of any requisite consents in connection with a consent solicitation, the Company and its subsidiaries shall execute a supplemental indenture to the Indenture in accordance with the Indenture, amending the terms and provisions of the Indenture as described in the Debt Offer Documents as reasonably requested by BidCo, which supplemental indenture shall become operative no earlier than the Effective Date or the acceptance for purchase of the Senior Notes by BidCo, and shall use reasonable best efforts to cause the trustee under the Indenture to enter into such supplemental indenture. The Company shall, and shall cause its subsidiaries and their respective Representatives to, in each case, use their reasonable best efforts to provide all cooperation reasonably requested by BidCo in connection with the execution of supplemental indentures, including, if requested by BidCo, the Company shall use its reasonable best efforts to cause its legal counsel to provide all customary legal opinions and its officers to provide officers’ certificates required by the Indenture or otherwise required in connection with the transactions contemplated by this clause (ii) or clause (iii) below to the extent such legal opinions or certificates are required to be delivered prior to the Effective Date. Notwithstanding the foregoing, in no event shall the Company or its legal counsel be required to give an opinion with respect to a Debt Offer that in the reasonable opinion of the Company does not comply with applicable Laws or the Indenture. (iii) If requested by BidCo, in lieu of or in addition to BidCo commencing a Debt Offer for the Senior Notes, the Company shall use its reasonable best efforts, to the extent permitted by the Indenture, to (A) issue one or more notices of optional redemption for all or a portion of the outstanding aggregate principal amount of the Senior Notes (which may be delivered at BidCo’s request in advance of the Effective Date so long as they are contingent upon the occurrence of the Effective Date (it being understood and agreed that they may also be contingent upon the occurrence of other events in addition to the occurrence of the Effective Date)), pursuant to the redemption provisions of the Senior Notes Indenture and the Senior Notes, which notice shall be subject to the occurrence of the Effective Time, and (iiB) provide assistance take any other actions reasonably requested by the Parent BidCo to facilitate the redemption of the Senior Notes Indenture identified by the Parent and the satisfaction and discharge of the Senior Notes identified by the Parent at the Effective Time pursuant to the redemption and satisfaction and discharge provisions, respectively, and other applicable provisions of the Senior Notes Indenture (eachand the other provisions of the Indenture applicable thereto. If a conditional notice of redemption is given, a “Discharge”) andBidCo shall ensure that on the Effective Date, in each caseso long as the applicable conditions of such redemption are satisfied, take any other actions reasonably requested by Parent that are customary or the Company has all funds necessary in connection therewith, including the execution and delivery by the Partnership, all applicable Group Members or their Representatives (as applicable) of customary officers’ certificates and legal opinions, respectively, to the trustee under the Senior Notes Indenture, to the extent with such certificates and opinions are required thereby or reasonably requested by the Trustee. Notwithstanding anything herein to the contrary, in no event shall this Section 6.16(b) require the Partnership or any of the Group Members to cause any redemption or Discharge to be effective unless and until the Effective Time has occurred and Parent has provided or caused to be provided to the Trustee under the Senior Notes Indenture funds (or Parent has directed the Partnership or any of the Partnership’s Subsidiaries to use funds on their balance sheet) sufficient to effect any such redemption or Discharge in compliance with the provisions of the Senior Notes Indentureredemption.

Senior Notes. Upon (a) The Company shall use its commercially reasonable efforts to commence, as promptly as practicable on or after the date hereof and following receipt of written request instructions from Parent, a consent solicitation with respect to a modification of the definition of “Investors” in the Indenture, dated June 15, 2010 (the “Indenture”), among Trans Union LLC (“Trans Union LLC”), TransUnion Financing Corporation (together with Trans Union LLC, the “Issuers”), the subsidiary guarantors party thereto and Xxxxx Fargo Bank, National Association, as trustee, governing the 11 3/8% Senior Notes due 2018 (the “Senior Notes”) of the Issuers, the primary effect of which will be that the Trans Union LLC shall not be required to offer to purchase the Senior Notes after consummation of the Merger (or as may otherwise be reasonably determined by Parent for the purpose of facilitating the transactions contemplated hereby), and upon termination of such consent solicitation, upon receipt of written instructions from Parent, such other consent solicitation relating to the Senior Notes reasonably requested by Parent 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 have not been terminated in accordance with Section 10.1 and (ii) either the Company shall have received from Parent all necessary and appropriate documentation in connection with the Consent Solicitation, including the consent solicitation statement, consent forms and other related documents (collectively, the “Solicitation Documents”), which shall be in form and substance reasonably satisfactory to the Company, or, at Parent’s request, the Company shall prepare, or cause to be prepared, such Solicitation Documents, as described in Section 5.4(c) below. The Company shall waive any of the conditions relating to any Consent Solicitation, as applicable, as may be reasonably requested by Parent in writing and shall not, without the written consent of Parent, waive any condition to any Consent Solicitation or make any changes to any Consent Solicitation other than as agreed between Parent and the Partnership Company. The Company shall use its commercially reasonable efforts to promptly make any change to the terms and conditions of any Consent Solicitation reasonably requested by Parent. Notwithstanding the foregoing, any proposed amendments to the Indenture contemplated by the Consent Solicitation 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. (b) The Company agrees that, promptly following any consent expiration date, assuming the requisite consents are received and conditions set forth in the Indenture have been satisfied, the Company shall cause each of its subsidiaries that is party to the Indenture as is necessary to execute a supplemental indenture to the Indenture, which supplemental indenture shall implement the amendments set forth in the Solicitation Documents and shall become operative upon 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 the reimbursement provisions of Section 5.5 if such payments are made. (c) Promptly after the date of this Agreement and subject to the reimbursement provisions of Section 5.5, Parent shall prepare, or shall request the Company to prepare, the Solicitation Documents. 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 applicable Group Members toamendments or supplements thereto) and all mailings to the holders of the Senior Notes in connection with any Consent Solicitation shall be subject to the prior review of, and comment by, the Company and Parent 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 statements 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 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 Senior Notes. Notwithstanding anything to the contrary in this Section 5.4, the Company shall comply with any Applicable Law in connection with a Consent Solicitation. To the extent that the provisions of any Applicable Law conflict with this Section 5.4, the Company shall comply with the Applicable Law 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 and other agents to provide assistance in connection therewith and the Company shall, and shall 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. Parent shall provide, or cause to be provided, the requisite amount of funds to the Company for all payments to holders of Senior Notes in respect 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 and a Change of Control (as defined in the Indenture) has occurred, the Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) comply with the requirements under the Indenture relating to an offer to purchase or redeem the outstanding Senior Notes as a result of the consummation of the transactions contemplated hereby. (f) Notwithstanding anything to the contrary herein, it is expressly agreed by the parties hereto that the failure to obtain the consent of the holders of the Senior 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 with its obligations pursuant to this Section 5.4. (g) The Company shall use its commercially reasonable efforts to cause its commence, as promptly as practicable following receipt of written instructions from Parent, one or more offers to purchase the Senior Notes (an “Offer”). At the election of Parent, the Offer will (i) comply with the provisions of Section 4.14 of the Indenture and/or (ii) contain such customary terms and their Representatives toconditions as are reasonably determined by Parent; provided that (i) this Agreement shall have not been terminated in accordance with Section 10.1 and (ii) 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 (i) deliver collectively, the “Offer Documents”), which shall be in form and substance reasonably satisfactory to the trustee under Company, or, at Parent’s request, the Senior Notes Indenture at Company shall prepare, or prior cause to be prepared, such Offer Documents. Subject to the Effective Time, a notice terms of optional redemption for up to all Section 4.14 of the outstanding aggregate principal amount Indenture, if applicable, the Offer shall be conducted in accordance with this Section 5.4, mutatis mutandis, and shall comply in all respects with Applicable Law. The consummation of the Senior Notes, pursuant to the redemption provisions of the Senior Notes Indenture and the Senior Notes, which notice any Offer shall be subject to the occurrence of the Effective TimeClosing. Parent shall provide, and (ii) provide assistance reasonably requested by or cause to be provided, the Parent requisite amount of funds to facilitate the redemption Company for all payments to holders of the Senior Notes Indenture identified by the Parent and the satisfaction and discharge in respect of the Senior any Notes identified by the Parent at the Effective Time pursuant to the redemption and satisfaction and discharge provisions, respectively, and other applicable provisions of the Senior Notes Indenture (each, a “Discharge”) and, in each case, take any other actions reasonably requested by Parent that are customary or necessary in connection therewith, including the execution and delivery by the Partnership, all applicable Group Members or their Representatives (as applicable) of customary officers’ certificates and legal opinions, respectively, to the trustee under the Senior Notes Indenture, to the extent such certificates and opinions are required thereby or reasonably requested by the Trustee. Notwithstanding anything herein to the contrary, in no event shall this Section 6.16(b) require the Partnership or any of the Group Members to cause any redemption or Discharge to be effective unless and until the Effective Time has occurred and Parent has provided or caused to be provided to the Trustee under the Senior Notes Indenture funds (or Parent has directed the Partnership or any of the Partnership’s Subsidiaries to use funds on their balance sheet) sufficient to effect any such redemption or Discharge in compliance with the provisions of the Senior Notes Indenturepurchased.

Senior Notes. Upon written request of Parent(a) At such time as reasonably requested by Purchaser in writing (provided that it shall coordinate with PFG regarding such timing), the Partnership PFG shall, and shall cause all subject to compliance with any applicable Group Members to, and shall use commercially reasonable efforts to cause its and their Representatives to, as applicableprovisions of the Indenture, (i) deliver commence a cash tender offer to the trustee under the Senior Notes Indenture at or prior to the Effective Time, a notice of optional redemption for up to purchase all of the outstanding aggregate principal amount Senior Notes and/or (ii) solicit the consent of the Senior Notes, pursuant to the redemption provisions holders of the Senior Notes regarding certain amendments (the "Indenture Amendments") to certain of the covenants contained in the Indenture. Such offer to purchase and/or consent solicitation (individually or collectively, the "Debt Offer") shall be made on such terms and conditions as are reasonably requested by Purchaser and agreed to by PFG (such agreement not to be unreasonably withheld); provided that, in any event, the terms and conditions of the Debt Offer shall provide that the closing thereof shall be contingent upon the Closing. It is expressly understood and agreed that the foregoing shall not be a condition to Closing and shall in no event delay or hinder the Closing. PFG shall waive any of the conditions to the Debt Offer and make any other changes in the terms and conditions of the Debt Offer as may be reasonably requested by Purchaser and PFG shall not, without Purchaser's prior consent, waive any condition to the Debt Offer or make any changes to the terms and conditions of the Debt Offer, in each case except as required by applicable Law and subject to compliance with any applicable provisions of the Indenture. PFG covenants and agrees, subject to the terms and conditions of this Agreement and the receipt of the necessary funds from LNY pursuant to the immediately following sentence, including the terms and conditions to the Debt Offer, to accept for payment, and pay for, the Senior NotesNotes and effect the Indenture Amendments, which notice in each case contemporaneously with, and contingent upon, the Closing, in each case except as required by applicable Law and subject to compliance with any applicable provisions of the Indenture. Without, in any way limiting Section 5.14(d), LNY covenants and agrees to provide the necessary funds to effect the foregoing sentence. PFG agrees to enter into a customary dealer manager agreement and a customary information agent agreement with a dealer manager and information agent, respectively, recommended by Purchaser (and reasonably acceptable to PFG). (b) Within ten (10) Business Days following the date of agreement on the terms of the Debt Offer, PFG shall prepare, subject to the reasonable advice and comments of Purchaser, an offer to purchase the Senior Notes and forms of the related letters of transmittal and summary advertisement, appropriate consent solicitation materials, as well as all other information and exhibits that may be necessary in connection with the Debt Offer (collectively, the "Offer Documents"). In the event that this Agreement is terminated in accordance with this Agreement, PFG shall have the right to amend the Offer Documents without Purchaser's consent, including such amendment as shall terminate the Debt Offer. All mailings to the holders of Senior Notes in connection with the Debt Offer shall be subject to the occurrence prior reasonable review, comment and approval of Purchaser; provided, however, that the Effective Time, comment and (ii) provide assistance reasonably requested by approval of Purchaser shall not be unreasonably withheld or delayed. PFG will use its reasonable best efforts to cause the Parent Offer Documents to facilitate be mailed to the redemption holders of the Senior Notes Indenture identified by the Parent and the satisfaction and discharge as promptly as practicable following receipt of the Senior Notes identified written request from Purchaser under paragraph (a) above to do so. (c) PFG agrees to amend the Offer Documents and distribute amended copies thereof as required by applicable Law. (d) LNY shall bear all costs and expenses (including costs and expenses of counsel, accounting and other advisors) of the Parent at Debt Offer (including any Taxes resulting from the Effective Time pursuant to Debt Offer), whether or not the redemption and satisfaction and discharge provisions, respectivelyDebt Offer is consummated, and whether or not the Closing occurs, and shall reimburse PFG (or its direct or indirect stockholders) for any such costs and expenses (including costs and expenses of counsel, accounting and other applicable provisions advisors) on a timely basis upon LNY's receipt of reasonable written documentation thereof. (e) If Purchaser fails to timely perform any of its obligations under this Section 5.14, LNY shall undertake any and all such obligations of the Senior Notes Indenture (each, a “Discharge”) and, in each case, take any other actions reasonably requested by Parent that are customary or necessary in connection therewith, including the execution and delivery by the Partnership, all applicable Group Members or their Representatives (as applicable) of customary officers’ certificates and legal opinions, respectively, to the trustee Purchaser under the Senior Notes Indenture, to the extent such certificates and opinions are required thereby or reasonably requested by the Trustee. Notwithstanding anything herein to the contrary, in no event shall this Section 6.16(b) require the Partnership or any of the Group Members to cause any redemption or Discharge to be effective unless and until the Effective Time has occurred and Parent has provided or caused to be provided to the Trustee under the Senior Notes Indenture funds (or Parent has directed the Partnership or any of the Partnership’s Subsidiaries to use funds on their balance sheet) sufficient to effect any such redemption or Discharge in compliance with the provisions of the Senior Notes Indenture5.14.

Senior Notes. Upon written request of Parent, the Partnership shall, and shall cause all applicable Group Members to, and shall use commercially reasonable efforts to cause its and their Representatives to, as applicable, (i) deliver BidCo 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 trustee under the Senior Notes Indenture at or prior Indenture) and/or any tender offer and to the Effective Timeconduct a consent solicitation, if any (each, a notice of optional redemption for up “Debt Offer” and, collectively, the “Debt Offers”), with respect to any or all of the outstanding aggregate principal amount of the Senior Notes on terms that are acceptable to BidCo; provided, that any such Debt Offer is consummated using funds provided by BidCo and at BidCo’s expense. BidCo shall provide the Company with the necessary offer to purchase or other related documents in connection with the Debt Offer (collectively, the “Debt Offer Documents”) a reasonable period of time in advance of commencing the applicable Debt Offer to allow the Company and its counsel to review and comment on the related Debt Offer Documents. The Debt Offers shall be conducted in compliance with the Indenture and applicable Law, including SEC rules and regulations. The Company shall, and shall cause its subsidiaries and their respective Representatives to, in each case, use their reasonable best efforts to provide all cooperation reasonably requested by BidCo in connection with any Debt Offer; provided, that the Company shall not be required to cooperate with respect to any Debt Offer that is not in compliance with the Indenture and applicable Laws. (ii) Subject to the receipt of any requisite consents in connection with a consent solicitation, the Company and its subsidiaries shall execute a supplemental indenture to the Indenture in accordance with the Indenture, amending the terms and provisions of the Indenture as described in the Debt Offer Documents as reasonably requested by BidCo, which supplemental indenture shall become operative no earlier than the Effective Date or the acceptance for purchase of the Senior Notes by BidCo, and shall use reasonable best efforts to cause the trustee under the Indenture to enter into such supplemental indenture. The Company shall, and shall cause its subsidiaries and their respective Representatives to, in each case, use their reasonable best efforts to provide all cooperation reasonably requested by BidCo in connection with the execution of supplemental indentures, including, if requested by BidCo, the Company shall use its reasonable best efforts to cause its legal counsel to provide all customary legal opinions required in connection with the transactions contemplated by this clause (ii) to the extent such legal opinion is required to be delivered prior to the Effective Date. Notwithstanding the foregoing, in no event shall the Company or its legal counsel be required to give an opinion with respect to a Debt Offer that in the reasonable opinion of the Company does not comply with applicable Laws or the Indenture. (iii) If requested by BidCo, in lieu of or in addition to BidCo commencing a Debt Offer for the Senior Notes, the Company shall use its reasonable best efforts, to the extent permitted by the Indenture, to (A) issue one or more notices of optional redemption for all or a portion of the outstanding aggregate principal amount of the Senior Notes (which may be delivered at BidCo’s request in advance of the Effective Date so long as they are contingent upon the occurrence of the Effective Date (it being understood and agreed that they may also be contingent upon the occurrence of other events in addition to the occurrence of the Effective Date)), pursuant to the redemption provisions of the Senior Notes Indenture and the Senior Notes, which notice shall be subject to the occurrence of the Effective Time, and (iiB) provide assistance take any other actions reasonably requested by the Parent BidCo to facilitate the redemption of the Senior Notes Indenture identified by the Parent and the satisfaction and discharge of the Senior Notes identified by the Parent at the Effective Time pursuant to the redemption and satisfaction and discharge provisions, respectively, and other applicable provisions of the Senior Notes Indenture (eachand the other provisions of the Indenture applicable thereto. If a conditional notice of redemption is given, a “Discharge”) andBidCo shall ensure that on the Effective Date, in each caseso long as the applicable conditions of such redemption are satisfied, take any other actions reasonably requested by Parent that are customary or the Company has all funds necessary in connection therewith, including the execution and delivery by the Partnership, all applicable Group Members or their Representatives (as applicable) of customary officers’ certificates and legal opinions, respectively, to the trustee under the Senior Notes Indenture, to the extent with such certificates and opinions are required thereby or reasonably requested by the Trustee. Notwithstanding anything herein to the contrary, in no event shall this Section 6.16(b) require the Partnership or any of the Group Members to cause any redemption or Discharge to be effective unless and until the Effective Time has occurred and Parent has provided or caused to be provided to the Trustee under the Senior Notes Indenture funds (or Parent has directed the Partnership or any of the Partnership’s Subsidiaries to use funds on their balance sheet) sufficient to effect any such redemption or Discharge in compliance with the provisions of the Senior Notes Indentureredemption.

Senior Notes. Upon written request of Parent(a) On the Closing Date, Parent and the Partnership Company shall, as and to the extent required by the Indenture (the “Senior Notes Indenture”), dated as of April 10, 2018, between the Company and Wilmington Trust, National Association, as trustee (“Trustee”) relating to the Company’s 5.5% Senior Notes Due 2026 (the “Senior Notes”) in connection with the transactions contemplated by this Agreement, cause to be delivered the officer’s certificate, opinion of counsel and any other notices or documentation required by the Senior Notes Indenture or advisable to be delivered pursuant to Section 4.1(a)(4) thereof or otherwise in connection with the Closing, it being understood that in no event shall cause the Company or any of its Subsidiaries be required to bear any out-of-pocket third party cost or expense or pay any fee (other than those costs and fees that Parent commits to reimburse) in connection with the delivery of such officer’s certificate, opinion or other notices or documentation. The Company shall provide Parent and its counsel reasonable opportunity to review and comment on such officers’ certificate, legal opinion and other notices or documentation prior to the delivery thereof, each of which shall be subject to the prior approval of Parent (such approval not to be unreasonably withheld, conditioned or delayed). (b) In connection with the Merger and the other transactions contemplated by this Agreement, in the event that Parent desires to purchase, effective immediately prior to (but subject to the occurrence of), on or after the Effective Time, some or all applicable Group Members of the Senior Notes, whether through open market purchases, privately negotiated transactions or one or more offers to purchase the Senior Notes or other similar transactions (including any tender offer) (any such transaction, a “Repurchase Transaction”), each of the Company, Parent and Merger Sub shall use its respective reasonable best efforts to, and shall will use commercially its respective reasonable best efforts to cause its respective affiliates and their Representatives (and, in the case of the Company, the Trustee) to, reasonably cooperate with one another in good faith to permit such Repurchase Transaction to be effected on such terms, conditions and timing as applicablereasonably requested by Parent, including, if so reasonably requested by Parent, causing such Repurchase Transaction to be consummated substantially concurrently with, but not prior to, the Closing, and Parent shall, and the Company shall reasonably assist and cooperate with Parent to, prepare any documentation related thereto, in form and substance reasonably satisfactory to the Company, and shall provide the Company reasonable time to review such documentation; it being understood that in no event shall the Company or any of its Subsidiaries be required (i) deliver to the trustee under the Senior Notes Indenture at enter into or approve any documentation referred to in this Section 5.16(b) that takes effect or is effective prior to the Effective Time, a notice of optional redemption for up or commence or effect any Repurchase Transaction that will result in such Repurchase Transaction being effective prior to all of the outstanding aggregate principal amount of the Senior Notes, pursuant to the redemption provisions of the Senior Notes Indenture and the Senior Notes, which notice shall be subject to the occurrence of the Effective Time, and (ii) incur any financing or provide assistance reasonably requested by in obtaining any financing for a Repurchase Transaction, or (iii) to bear any out-of-pocket third party cost or expense or pay any fee (other than those costs and fees that Parent commits to reimburse) or provide any indemnity (other than any indemnity that Parent commits to reimburse or indemnify the Parent Company for); it being further understood that no such Repurchase Transaction shall delay the Closing beyond the date that it is required to facilitate the redemption of the Senior Notes Indenture identified by the Parent and the satisfaction and discharge of the Senior Notes identified by the Parent at the Effective Time pursuant to the redemption and satisfaction and discharge provisions, respectively, and other applicable provisions of the Senior Notes Indenture (each, a “Discharge”) and, in each case, take any other actions reasonably requested by Parent that are customary or necessary in connection therewith, including the execution and delivery by the Partnership, all applicable Group Members or their Representatives (as applicable) of customary officers’ certificates and legal opinions, respectively, to the trustee occur under the Senior Notes Indenture, to the extent such certificates and opinions are required thereby or reasonably requested by the Trustee. Notwithstanding anything herein to the contrary, in no event shall this Section 6.16(b) require the Partnership or any of the Group Members to cause any redemption or Discharge to be effective unless and until the Effective Time has occurred and Parent has provided or caused to be provided to the Trustee under the Senior Notes Indenture funds (or Parent has directed the Partnership or any of the Partnership’s Subsidiaries to use funds on their balance sheet) sufficient to effect any such redemption or Discharge in compliance with the provisions of the Senior Notes Indenture1.2.

Senior Notes. Upon written Prior to the Effective Time, with respect to the Company Senior Notes, the Company shall, upon request of Parent, the Partnership shall, and shall cause all applicable Group Members to, and shall use commercially reasonable efforts to cause its and their Representatives to, as applicable, (i) deliver use its reasonable best efforts to issue a notice of redemption (contingent upon the trustee under occurrence of the Senior Notes Indenture Closing) at or least 10 days but not more than 60 days before the redemption date agreed with Parent (such redemption date not to be a date prior to the Effective Time, a notice of optional redemption ) for up to all of the outstanding aggregate principal amount of the such Company Senior Notes, Notes pursuant to the redemption applicable provisions of the Company Senior Notes Indenture and (ii) take any actions reasonably requested by Parent in accordance with terms of the Company Senior Notes Indenture that are customary or necessary to facilitate the redemption of such Company Senior Notes pursuant to the Company Senior Notes Indenture on or after the Effective Time (including delivering to the trustee under the Company Senior Notes any officer’s certificate required pursuant to the Company Senior Notes Indenture in connection with the redemption of the Company Senior Notes), and Parent will provide (or cause to be provided) (including by means of the Company at or after the Closing) on or after the Closing Date funds in an amount equal to the amount necessary for the Company to redeem, defease, satisfy and/or discharge the Company Senior Notes, which notice if requested by Parent. Any such redemption or satisfaction and discharge must be conditioned on the occurrence of the Closing. All documentation regarding the foregoing shall be subject to the occurrence of the Effective Timereview and approval (not to be unreasonably withheld, and (ii) provide assistance reasonably requested by the Parent to facilitate the redemption of the Senior Notes Indenture identified by the Parent and the satisfaction and discharge of the Senior Notes identified by the Parent at the Effective Time pursuant to the redemption and satisfaction and discharge provisions, respectively, and other applicable provisions of the Senior Notes Indenture (each, a “Discharge”) and, in each case, take any other actions reasonably requested by Parent that are customary conditioned or necessary in connection therewith, including the execution and delivery by the Partnership, all applicable Group Members or their Representatives (as applicabledelayed) of customary officers’ certificates and legal opinions, respectively, to the trustee under the Senior Notes Indenture, to the extent such certificates and opinions are required thereby or reasonably requested by the Trustee. Notwithstanding anything herein to the contrary, in no event shall this Section 6.16(b) require the Partnership or any of the Group Members to cause any redemption or Discharge to be effective unless and until the Effective Time has occurred and Parent has provided or caused to be provided to the Trustee under the Senior Notes Indenture funds (or Parent has directed the Partnership or any of the Partnership’s Subsidiaries to use funds on their balance sheet) sufficient to effect any such redemption or Discharge in compliance with the provisions of the Senior Notes IndentureParent.