Common use of Treatment of Company Indebtedness Clause in Contracts

Treatment of Company Indebtedness. (a) During the period from the date of this Agreement to the Closing Date, to the extent requested by Parent, the Company shall, at the sole expense of Parent, use reasonable best efforts to promptly obtain any consents or amendments as necessary to permit the consummation of the Transactions (in the manner as set forth in this Agreement) under the Company Credit Agreement, which shall be in form and substance reasonably satisfactory to Parent (the “COC Amendment”); provided that, notwithstanding anything to the contrary contained herein, (A) the operative provisions of the COC Amendment to permit the consummation of the Transactions and the payment of any fees by Parent or its Subsidiaries in connection therewith shall, in each case, be conditioned upon the occurrence of the Closing and (B) the obtaining of the COC Amendment shall not be a condition to the consummation of the Transactions. In addition, prior to the Closing Date, the Company shall, and shall cause its Subsidiaries to, and shall use its reasonable best efforts to cause its and their respective Representatives to, at the sole expense of Parent, provide all customary cooperation and all customary historical financial information, in each case that is reasonably requested by Parent or its Affiliates in connection with the COC Amendment and the Transactions or any other transaction undertaken in connection therewith to the extent such financial information is reasonably available to the Company and its Subsidiaries. (b) If the COC Amendment is not obtained prior to the date that is five (5) Business Days prior to the Closing Date, then at least two (2) Business Days prior to the Closing Date, the Company shall deliver to Parent fully executed copies of payoff letters (the “Payoff Letters” and each, a “Payoff Letter”), in a form and substance reasonably acceptable to Parent, from the lenders, or the administrative agent (or similar Person) on behalf of the lenders, under the Company Credit Agreement and the B&M Note, as applicable. Such Payoff Letters shall (a) confirm the aggregate outstanding amount required to be paid to fully satisfy all principal, interest, prepayment premiums, penalties, breakage costs or any other outstanding and unpaid Indebtedness and other obligations under the Company Credit Agreement and B&M Note, as applicable, as of the anticipated Closing Date (and the daily accrual of interest thereafter) (the “Payoff Amount”), (b) contain payment instructions, (c) state that, upon receipt of the Payoff Amount in accordance with such Payoff Letters, such Indebtedness and all related loan documents shall be discharged and terminated, (d) provide that all Encumbrances (including mortgages) and guarantees in connection with such Indebtedness relating to the assets or properties of the Company or any of its Subsidiaries under such Indebtedness shall be released and terminated upon payment of the Payoff Amount on the Closing Date and (e) provide for the return of all possessory collateral (if any) in connection with such Indebtedness (to the extent reasonably practicable, on the Closing Date). Notwithstanding the foregoing, it is agreed and understood that (i) no such Indebtedness and/or other obligations under the Company Credit Agreement or B&M Note shall be required to be paid or otherwise satisfied pursuant to the Payoff Letters prior to the Closing, and (ii) prior to or substantially concurrent with the Closing, Parent shall pay and satisfy the outstanding Indebtedness under the Company Credit Agreement and B&M Note as set forth in the applicable Payoff Letter at Parent’s sole cost and expense. (c) The Company shall deliver to Parent at least two (2) Business Days prior to the Closing Date copies of release letters with respect to the Specified Debt Agreements in customary form reasonably satisfactory to Parent, which release letters shall evidence the satisfaction, release and discharge of all Indebtedness and other obligations of the Company and each of its Subsidiaries under the Specified Debt Agreements and any related loan documents and, to the extent any obligations of any Person thereunder are secured by an Encumbrance on any assets or property of the Company or any of its Subsidiaries, a statement by the holders of the Indebtedness under the Specified Debt Agreements (or an agent or other representative on their behalf) that such Encumbrances have been released. Prior to the Closing, the Company shall have obtained documents (including an authorization for the Company and its designees to file Uniform Commercial Code termination statements, executed terminations and releases of outstanding Encumbrances on the assets or property of the Company or any of its Subsidiaries created in connection with the Specified Debt Agreements) as are reasonably necessary to evidence the release of such Encumbrances in accordance with such release letters.

Treatment of Company Indebtedness. (a) During the period from the date of this Agreement to the Closing Date, to the extent requested by Parent, the Company shall, at the sole expense of Parent, use reasonable best efforts to promptly obtain any consents or amendments as necessary to permit the consummation of the Transactions (in the manner as set forth in this Agreement) under the Company Credit Agreement, which shall be in form and substance reasonably satisfactory to Parent (the “COC Amendment”); provided that, notwithstanding anything to the contrary contained herein, (A) the operative provisions of the COC Amendment to permit the consummation of the Transactions and the payment of any fees by Parent or its Subsidiaries in connection therewith shall, in each case, be conditioned upon the occurrence of the Closing and (B) the obtaining of the COC Amendment shall not be a condition to the consummation of the Transactions. In addition, prior to the Closing Date, the The Company shall, and shall cause its Subsidiaries to, and shall use its commercially reasonable best efforts to cause its deliver all notices and their respective Representatives to, at the sole expense of Parent, provide take all customary cooperation and all customary historical financial informationother actions, in each case that is to the extent reasonably requested by Parent or its Affiliates the Parent, that are reasonably necessary to facilitate the termination at the Effective Time of all commitments in respect of the Company Credit Facilities, the repayment in full on the Closing Date of all obligations in respect of the indebtedness thereunder, and the release on the Closing Date of any Liens securing such indebtedness and guarantees in connection with therewith. In furtherance and not in limitation of the COC Amendment and the Transactions or any other transaction undertaken in connection therewith to the extent such financial information is reasonably available to foregoing, the Company and its Subsidiaries. Subsidiaries shall use commercially reasonable efforts to deliver to Parent (bx) If the COC Amendment is not obtained prior to the date that is five at least seven (57) Business Days prior to the Closing Date, then a draft payoff letter with respect to the Company Credit Facilities and (y) at least two one (21) Business Days prior to the Closing Date, an executed payoff letter with respect to the Company shall deliver to Parent fully executed copies of payoff letters Credit Facilities (the “Payoff Letters” and each, a “Payoff Letter”), ) in a form and substance reasonably acceptable to Parentcustomary for transactions of this type, from the lenders, or the administrative applicable agent (or similar Person) on behalf of the lendersPersons to whom such indebtedness is owed, under which Payoff Letter together with any related release documentation shall, among other things, include the payoff amount and provide that Liens (and guarantees), if any, granted in connection with the Company Credit Agreement and the B&M Note, as applicable. Such Payoff Letters shall (a) confirm the aggregate outstanding amount required to be paid to fully satisfy all principal, interest, prepayment premiums, penalties, breakage costs or any other outstanding and unpaid Indebtedness and other obligations under the Company Credit Agreement and B&M Note, as applicable, as of the anticipated Closing Date (and the daily accrual of interest thereafter) (the “Payoff Amount”), (b) contain payment instructions, (c) state that, upon receipt of the Payoff Amount in accordance with such Payoff Letters, such Indebtedness and all related loan documents shall be discharged and terminated, (d) provide that all Encumbrances (including mortgages) and guarantees in connection with such Indebtedness Facilities relating to the assets or assets, rights and properties of the Company or any of and its Subsidiaries under securing or relating to such Indebtedness shall be released and terminated indebtedness, shall, upon the payment of the Payoff Amount on the Closing Date and (e) provide for the return of all possessory collateral (if any) in connection with such Indebtedness (to the extent reasonably practicable, on the Closing Date). Notwithstanding the foregoing, it is agreed and understood that (i) no such Indebtedness and/or other obligations under the Company Credit Agreement or B&M Note shall be required to be paid or otherwise satisfied pursuant to the Payoff Letters prior to the Closing, and (ii) prior to or substantially concurrent with the Closing, Parent shall pay and satisfy the outstanding Indebtedness under the Company Credit Agreement and B&M Note as amount set forth in the applicable Payoff Letter at Parent’s sole cost Letter, be released and expense. (c) terminated. The Company shall deliver to Parent at least two (2) Business Days prior to the Closing Date copies of release letters with respect to the Specified Debt Agreements in customary form reasonably satisfactory to Parent, which release letters shall evidence the satisfaction, release and discharge of all Indebtedness and other obligations of the Company pursuant to this Section 7.15(i)(i) shall be subject to Parent and each of its Subsidiaries under the Specified Debt Agreements and any related loan documents and, Merger Sub providing or causing to be provided all funds required to effect all such repayments at or prior to the extent any obligations of any Person thereunder are secured by an Encumbrance on any assets or property of the Company or any of its Subsidiaries, a statement by the holders of the Indebtedness under the Specified Debt Agreements (or an agent or other representative on their behalf) that such Encumbrances have been released. Prior to the Closing, the Company shall have obtained documents (including an authorization for the Company and its designees to file Uniform Commercial Code termination statements, executed terminations and releases of outstanding Encumbrances on the assets or property of the Company or any of its Subsidiaries created in connection with the Specified Debt Agreements) as are reasonably necessary to evidence the release of such Encumbrances in accordance with such release lettersEffective Time.

Treatment of Company Indebtedness. (a) During the period from the date of this Agreement to the Closing Date, to the extent requested by Parent, the Company shall, at the sole expense of Parent, use reasonable best efforts to promptly obtain any consents or amendments as necessary to permit the consummation of the Transactions (in the manner as set forth in this Agreement) under the Company Credit Agreement, which shall be in form and substance reasonably satisfactory to Parent (the “COC Amendment”); provided that, notwithstanding anything to the contrary contained herein, (A) the operative provisions of the COC Amendment to permit the consummation of the Transactions and the payment of any fees by Parent or its Subsidiaries in connection therewith shall, in each case, be conditioned upon the occurrence of the Closing and (B) the obtaining of the COC Amendment shall not be a condition to the consummation of the Transactions. In addition, prior Prior to the Closing Date, the Company shall, and shall cause its Subsidiaries to, and shall use its reasonable best efforts to cause its and their respective Representatives to, at the sole expense of Parent, provide all customary cooperation and all customary historical financial information, in each case that is as reasonably requested by Parent or its Affiliates in connection with the COC Amendment and the Transactions or any other transaction undertaken in connection therewith to the extent such financial information is reasonably available to the Company and its Subsidiaries. writing delivered at least ten (b) If the COC Amendment is not obtained prior to the date that is five (510) Business Days prior to any minimum required notice deadline in the Closing Dateapplicable agreement, then at least two (2i) Business Days prior deliver (or cause to be delivered) notices of the payoff, prepayment, discharge and termination of any outstanding Indebtedness or obligations of the Company and each applicable Subsidiary of the Company as required under the Company Credit Agreement (the amounts outstanding under the Company Credit Agreement, the “Company Indebtedness Payoff Amount”); provided that any such notices will be required only if expressly conditioned upon the Closing, (ii) take all other actions within its reasonable control and reasonably required to facilitate the repayment of the Company Indebtedness Payoff Amount, including the termination of the commitments under the Company Credit Agreement, in each case, substantially concurrently with the Effective Time, and (iii) obtain customary payoff or termination letters or other similar evidence with respect to the Closing Date, the Company shall deliver to Parent fully executed copies of payoff letters (the “Payoff Letters” and each, a “Payoff Letter”), Credit Agreement in a form and substance reasonably acceptable to Parent, from the lenders, or the administrative agent (or similar Person) on behalf of the lenders, under the Company Credit Agreement and the B&M Note, as applicable. Such Payoff Letters shall (a) confirm the aggregate outstanding amount required to be paid to fully satisfy all principal, interest, prepayment premiums, penalties, breakage costs or any other outstanding and unpaid Indebtedness and other obligations under the Company Credit Agreement and B&M Note, as applicable, as of the anticipated Closing Date (and the daily accrual of interest thereafter) (the “Payoff Amount”), (b) contain payment instructions, (c) state that, upon receipt of the Payoff Amount in accordance with such Payoff Letters, such Indebtedness and all related loan documents shall be discharged and terminated, (d) provide that all Encumbrances (including mortgages) and guarantees in connection with such Indebtedness relating to the assets or properties of the Company or any of its Subsidiaries under such Indebtedness shall be released and terminated upon payment of the Payoff Amount on the Closing Date and (e) provide for the return of all possessory collateral (if any) in connection with such Indebtedness (to the extent reasonably practicable, on the Closing Date). Notwithstanding the foregoing, it is agreed and understood that (i) no such Indebtedness and/or other obligations under the Company Credit Agreement or B&M Note shall be required to be paid or otherwise satisfied pursuant to the Payoff Letters prior to the Closing, and (ii) prior to or substantially concurrent with the Closing, Parent shall pay and satisfy the outstanding Indebtedness under the Company Credit Agreement and B&M Note as set forth in the applicable Payoff Letter at Parent’s sole cost and expense. (c) The Company shall deliver to Parent at least two (2) Business Days prior to the Closing Date copies of release letters with respect to the Specified Debt Agreements in customary form reasonably satisfactory to Parent, (which release payoff letters shall evidence be subject to customary conditions). Parent shall (x) irrevocably pay off, or cause to be paid off, immediately after the satisfaction, release and discharge of all Indebtedness and other obligations of the Company and each of its Subsidiaries under the Specified Debt Agreements and any related loan documents and, to the extent any obligations of any Person thereunder are secured by an Encumbrance on any assets or property of the Company or any of its Subsidiaries, a statement by the holders of the Indebtedness under the Specified Debt Agreements (or an agent or other representative on their behalf) that such Encumbrances have been released. Prior to the ClosingEffective Time, the Company shall have obtained documents Indebtedness Payoff Amount (including an authorization for if any) and (y) take all actions within its control to provide all customary cooperation as may be reasonably requested by the Company to assist the Company in connection with its obligations under this Section 8.11. For the avoidance of doubt, (A) the Company and its designees Subsidiaries shall have no obligation to file Uniform Commercial Code termination statements, executed terminations and releases of outstanding Encumbrances on the assets or property make any payment in respect of the Company Indebtedness Payoff Amount or in respect of any notice delivered under Section (i) of its Subsidiaries created this Section 8.11, and Parent shall not make (or cause to be made) any payment in respect of the Company Indebtedness Payoff Amount, prior to the Effective Time and (B) the Company shall not be obligated to terminate or discharge (or make or cause to become effective any such action) the Company Credit Agreement prior to the Effective Time. (b) The Company shall (i) timely provide or cause to be provided to the trustee under each Indenture, in accordance with the provisions of such Indenture, any notices, announcements, certificates, filings or legal opinions required by the applicable Indenture to be provided in connection with the Specified Debt Agreementstransactions contemplated by this Agreement prior to the Effective Time, (ii) take all other actions that may be required under each Indenture in connection with the transactions contemplated by this Agreement prior to the Effective Time, including timely providing to the trustee under the Convertible Notes Indenture, a supplemental indenture effective as of the Effective Time complying with the applicable requirements of the Convertible Notes Indenture, together with any related certificates, legal opinions and other documents required by the Convertible Notes Indenture to be delivered in connection with such supplemental indenture and (iii) use reasonable best efforts to provide all assistance reasonably requested by Parent that are reasonably customary or necessary in connection with this Section 8.11. Parent and its counsel shall be given a reasonable opportunity to evidence review and comment on each such document or instrument, in each case, before such document or instrument is provided to a trustee under any Indenture, and the release Company shall give reasonable and good faith consideration to any comments made by Parent and its counsel. (c) Prior to the Effective Time, the Company shall, at Parent’s request, use reasonable best efforts to cooperate with Parent so that some or all of such Encumbrances the Indentures are amended and supplemented effective as of, or as promptly as practicable following, the Effective Time in accordance with such release lettersthe provisions of the applicable Indenture in order for Parent to provide a full and unconditional guarantee of the Company’s (or its Subsidiary’s) obligations under the Senior Notes and Convertible Notes (as applicable). At Parent’s request, the Company will, and will cause its Representatives to, cooperate with Parent in connection with any discussions, negotiations, supplemental indentures or agreements with the trustee under the applicable Indenture, its counsel and Representatives. (d) Without Parent’s prior written consent, the Company will not, and will cause its Representatives not to, amend or supplement any Indenture except as provided in Section 8.11(b) or in compliance with Section 6.01(B)(k).

Treatment of Company Indebtedness. (a) During the period from the date of this Agreement to the Closing Date, to the extent requested by Parent, the The Company shall, at the sole expense of Parent, shall use reasonable best efforts to promptly obtain any consents or amendments as necessary to permit to: (a) arrange for customary payoff letters and instruments of discharge providing for the consummation payoff, discharge and termination on the Closing Date of the Transactions (in the manner as set forth in this Agreement) all then-outstanding indebtedness under the Company Funding Support Loan and the Credit Agreement, which shall be in form and substance reasonably satisfactory to Parent Facility (the “COC AmendmentDebt Payoff Letters”); provided that, notwithstanding anything ) to the contrary contained herein, (A) the operative provisions of the COC Amendment be delivered to permit the consummation of the Transactions and the payment of any fees by Parent or its Subsidiaries in connection therewith shall, in each case, be conditioned upon the occurrence of the Closing and (B) the obtaining of the COC Amendment shall not be a condition to the consummation of the Transactions. In addition, prior to the Closing Date, the Company shall, Date (it being understood and shall cause its Subsidiaries to, and shall use its agreed that reasonable best efforts will be used to cause its and their respective Representatives to, at the sole expense of Parent, provide all customary cooperation and all customary historical financial information, in each case that is reasonably requested by deliver such documents to Parent or its Affiliates in connection with the COC Amendment and the Transactions or any other transaction undertaken in connection therewith to the extent such financial information is reasonably available to the Company and its Subsidiaries. no later than three (b) If the COC Amendment is not obtained prior to the date that is five (53) Business Days prior to the Closing Date); and (b) deliver, then at least two or cause its applicable Subsidiaries to deliver, the Debt Payoff Letters in accordance with the terms of each of the Funding Support Loan and the Credit Facility to the holders of such indebtedness (2provided, that any prepayment and termination notices may be conditional on the occurrence of the Closing). In addition, upon written request by Parent made no earlier than three (3) Business Days prior to the Closing Dateand in any event after the satisfaction of all of the conditions set forth on Annex A (other than the Minimum Condition and those conditions that by their nature are to be satisfied by actions to be taken at the Closing), the Company shall, or shall deliver cause the applicable Company Subsidiaries to, use reasonable best efforts to make available cash and cash equivalents of the Acquired Companies to Parent fully executed copies for the repayment of payoff letters (the “Payoff Letters” and each, a “Payoff Letter”), in a form and substance reasonably acceptable to Parent, from the lenders, or the administrative agent (or similar Person) on behalf of the lenders, outstanding indebtedness under the Company Credit Agreement Funding Support Loan and the B&M Note, as applicable. Such Payoff Letters shall (a) confirm the aggregate outstanding amount required to be paid to fully satisfy all principal, interest, prepayment premiums, penalties, breakage costs or any other outstanding and unpaid Indebtedness and other obligations under the Company Credit Agreement and B&M Note, as applicable, as of the anticipated Closing Date (and the daily accrual of interest thereafter) (the “Payoff Amount”), (b) contain payment instructions, (c) state that, upon receipt of the Payoff Amount in accordance with such Payoff Letters, such Indebtedness and all related loan documents shall be discharged and terminated, (d) provide that all Encumbrances (including mortgages) and guarantees in connection with such Indebtedness relating to the assets or properties of the Company or any of its Subsidiaries under such Indebtedness shall be released and terminated upon payment of the Payoff Amount on the Closing Date and (e) provide for the return of all possessory collateral (if any) in connection with such Indebtedness (to the extent reasonably practicable, Facility on the Closing Date). Notwithstanding the foregoing; provided, it is agreed and understood that (i) no any such Indebtedness and/or other obligations under actions taken by the Company Credit Agreement or B&M Note Company Subsidiaries shall be required subject to be paid or otherwise satisfied pursuant to the Payoff Letters prior to the Closingconsultation with, and (ii) prior to or substantially concurrent with the Closingwritten approval by, Parent; provided, that Parent shall pay will indemnify and satisfy the outstanding Indebtedness under hold harmless the Company Credit Agreement and B&M Note as set forth in the applicable Payoff Letter at Parent’s sole cost and expense. (c) The Company shall deliver to Parent at least two (2) Business Days prior to the Closing Date copies of release letters with respect to any fees, losses, expenses, liabilities or Taxes incurred as a result of any such actions taken at the Specified Debt Agreements express written direction of, or with the prior written consent of, Parent and, in customary form reasonably satisfactory to Parentthe event that Parent does not consummate the Transactions, which release letters shall evidence the satisfaction, release and discharge of all Indebtedness and other obligations of reimburse the Company and each of in full for any cash amounts transferred to Parent or its Subsidiaries under the Specified Debt Agreements and any related loan documents and, to the extent any obligations of any Person thereunder are secured by an Encumbrance on any assets or property of the Company or any of its Subsidiaries, a statement by the holders of the Indebtedness under the Specified Debt Agreements (or an agent or other representative on their behalf) that such Encumbrances have been released. Prior to the Closing, the Company shall have obtained documents (including an authorization for the Company and its designees to file Uniform Commercial Code termination statements, executed terminations and releases of outstanding Encumbrances on the assets or property of the Company or any of its Subsidiaries created in connection with the Specified Debt Agreements) as are reasonably necessary to evidence the release of such Encumbrances Affiliates in accordance with such release lettersthis Section 6.16; provided, further, that, notwithstanding anything herein to the contrary, nothing in this Section 6.16 shall be deemed to affect, modify or condition the obligations of Parent and Merger Sub to effect the Closing and pay the aggregate Per Share Amount and the aggregate Merger Consideration in accordance with the terms hereof.

Treatment of Company Indebtedness. (a) During the period from the date of this Agreement to the Closing Date, to the extent requested by Parent, the The Company shall, at the sole expense of Parent, shall use reasonable best efforts to promptly obtain any consents or amendments as necessary to permit the consummation of the Transactions (in the manner as set forth in this Agreement) under the Company Credit Agreement, which shall be in form and substance reasonably satisfactory to Parent (the “COC Amendment”); provided that, notwithstanding anything to the contrary contained herein, (A) the operative provisions of the COC Amendment to permit the consummation of the Transactions and the payment of any fees by Parent or its Subsidiaries in connection therewith shall, in each case, be conditioned upon the occurrence of the Closing and (B) the obtaining of the COC Amendment shall not be a condition to the consummation of the Transactions. In addition, prior to the Closing Date, the Company shallefforts, and shall cause its applicable Subsidiaries toto use commercially reasonable efforts, and shall use its reasonable best efforts to cause its and their respective Representatives to, deliver to Parent at the sole expense of Parent, provide all customary cooperation and all customary historical financial information, in each case that is reasonably requested by Parent or its Affiliates in connection with the COC Amendment and the Transactions or any other transaction undertaken in connection therewith to the extent such financial information is reasonably available to the Company and its Subsidiaries. least three (b) If the COC Amendment is not obtained prior to the date that is five (53) Business Days prior to the Closing Date, then at least two Date a copy of a payoff letter (2) Business Days prior subject to the Closing Date, the Company shall deliver delivery of funds as arranged by Parent) with respect to Parent fully executed copies of payoff letters (the “Payoff Letters” and each, a “Payoff Letter”), in a form and substance reasonably acceptable to Parent, from the lenders, or the administrative agent (or similar Person) on behalf of the lenders, under the Company Credit Agreement and (the B&M Note“Subject Indebtedness”) in customary form, as applicable. Such Payoff Letters which payoff letter shall (ai) confirm indicate (1) the aggregate outstanding total amount required to be paid to fully satisfy all principal, interest, prepayment premiums, penalties, breakage costs or and any other outstanding monetary obligations then due and unpaid Indebtedness and other obligations payable under the Company Credit Agreement and B&M Note, as applicable, Subject Indebtedness as of the anticipated Closing Date (and the daily accrual of interest thereafter) (the “Payoff Amount”)) and (2) all letters of credit outstanding under the Company Credit Agreement (with respect to which the Company and the Parent shall reasonably cooperate to cause to be terminated, terminated and replaced with new letters of credit or backstopped with new letters of credit on or after the Closing Date) and (b) contain payment instructions, (cii) state that, that upon receipt of the Payoff Amount in accordance with under such Payoff Letterspayoff letter, such the Subject Indebtedness and all related loan documents shall be discharged terminated. (b) Parent will be permitted to, or request the Company to, commence and terminatedconduct, in accordance with the terms of the Indentures, one or more offers to purchase, including any “Change of Control Offer” (as such term is defined in the respective Indenture) and/or any tender offers, or any exchange offers, and to conduct consent solicitations (each, a “Consent Solicitation”), if any (each, a “Debt Offer” and collectively, the “Debt Offers”), with respect to any or all of the outstanding aggregate principal amount of the Notes, provided that (A) any such Debt Offer is consummated using funds provided by Parent and (B) Parent shall (1) prepare all necessary and appropriate documentation in connection with a Debt Offer (the “Debt Offer Documents”), (2) provide the Company with a reasonable opportunity to review and comment on such documentation, (3) include any proposed changes reasonably requested by the Company to the extent relating to the Company or its Subsidiaries or to compliance with the applicable Indenture or applicable law and shall otherwise consider any such proposed changes in good faith and (4) any such Debt Offer shall be conducted in compliance with the applicable Indenture and applicable law (including SEC rules and regulations). The closing (or, if applicable, effectiveness) of the Debt Offers shall be expressly conditioned on the occurrence of the Closing; provided, that the consummation of a Debt Offer with respect to the Notes shall not be a condition to Closing. In connection with any Consent Solicitation, subject to the receipt of any requisite consents, the Company and its Subsidiaries shall execute a supplemental indenture to each of the Indentures in accordance with each respective Indenture, amending the terms and provisions of such Indenture as described in the Debt Offer Documents as reasonably requested by Parent, which supplemental indentures shall become operative no earlier than the Effective Time, and shall use reasonable best efforts to cause the Trustees to enter into such supplemental indentures prior to or substantially simultaneously with the Closing as determined by Xxxxxx. If reasonably requested by Parent, the Company shall use its reasonable best efforts to cause its legal counsel to provide (A) all customary legal opinions required by the applicable Indenture and (B) all customary legal opinions required by applicable laws (including SEC rules and regulations) solely as and to the extent that such opinions relate to the Company and its Subsidiaries, in each case, in connection with the transactions contemplated by this Section 7.13(b) and to the extent such legal opinions are required to be delivered prior to the Effective Time. (c) If requested by Parent, in lieu of or in addition to Parent or the Company commencing a Debt Offer for the Notes, the Company shall use its reasonable best efforts, to the extent permitted by the Indentures, to (A) issue one or more notices of optional redemption for all or a portion of the outstanding aggregate principal amount of the Notes (which may be delivered at Parent’s request in advance of the Closing Date so long as the redemption of such notes is expressly conditioned upon the occurrence of the Closing), pursuant to the redemption provisions of the respective Indenture and (B) take any other actions reasonably requested by Parent to facilitate the satisfaction and discharge of the Notes pursuant to the satisfaction and discharge provisions of the respective Indenture and the other provisions of each such Indenture applicable thereto, provided that (1) any such redemption or satisfaction and discharge shall be consummated using funds provided by Parent and (2) consummation of any such redemption or satisfaction and discharge shall not be a condition to Closing. If reasonably requested by Parent, the Company shall use its reasonable best efforts to cause its legal counsel to provide all customary legal opinions required in connection with the redemptions contemplated by this Section 7.13(c) to the extent such legal opinions are required to be delivered prior to the Effective Time. (d) provide Without limiting the foregoing, (i) the Company and Parent shall reasonably cooperate with each other with respect to customary actions for transactions of this type that all Encumbrances (including mortgages) and guarantees are reasonably requested by Parent to be taken by the Company or its Subsidiaries under the Company Credit Agreement or any of the Company’s outstanding debt securities in connection with such Indebtedness relating the Merger, including in connection with a Debt Offer, the execution of any supplemental indentures described in the Debt Offer Documents and any notice of redemption; provided that none of the Company, its Subsidiaries or their representatives shall be required to execute or, other than as provided in Section 7.13(b) and Section 7.13(c), deliver, or agree to any change or modification of, any agreement, document, certificate or opinion that (x) is effective prior to the assets Closing or properties that would be effective if the Closing does not occur, (y) is not accurate in light of the facts and circumstances at the time delivered, or (z) would conflict with the terms of the Company’s existing indebtedness or applicable law, (ii) the Company and Parent shall reasonably cooperate with each other with respect to actions that are reasonably requested by Parent to be taken by the Company or its Subsidiaries under the Letter of Credit Documents, which actions shall become effective on or after the Closing Date and (iii) Parent shall promptly reimburse the Company upon its written request for all reasonable and documented out-of-pocket costs incurred by the Company or any of its Subsidiaries under such Indebtedness shall be released and terminated upon payment of the Payoff Amount on the Closing Date and (e) provide for the return of all possessory collateral (if any) in connection with such Indebtedness (to the extent reasonably practicablecooperation provided for in this Section 7.13 and reimburse, on the Closing Date). Notwithstanding the foregoing, it is agreed indemnify and understood that (i) no such Indebtedness and/or other obligations under the Company Credit Agreement or B&M Note shall be required to be paid or otherwise satisfied pursuant to the Payoff Letters prior to the Closing, and (ii) prior to or substantially concurrent with the Closing, Parent shall pay and satisfy the outstanding Indebtedness under the Company Credit Agreement and B&M Note as set forth in the applicable Payoff Letter at Parent’s sole cost and expense. (c) The Company shall deliver to Parent at least two (2) Business Days prior to the Closing Date copies of release letters with respect to the Specified Debt Agreements in customary form reasonably satisfactory to Parent, which release letters shall evidence the satisfaction, release and discharge of all Indebtedness and other obligations of the Company and each of its Subsidiaries under the Specified Debt Agreements and any related loan documents and, to the extent any obligations of any Person thereunder are secured by an Encumbrance on any assets or property of the Company or any of its Subsidiaries, a statement by the holders of the Indebtedness under the Specified Debt Agreements (or an agent or other representative on their behalf) that such Encumbrances have been released. Prior to the Closing, the Company shall have obtained documents (including an authorization for hold harmless the Company and its designees to file Uniform Commercial Code termination statements, executed terminations Subsidiaries and releases of outstanding Encumbrances on the assets their respective representatives from and against any and all liabilities and losses suffered or property of the Company or any of its Subsidiaries created incurred by them in connection with the Specified Debt Agreementstransactions contemplated by this Section 7.13. (e) as are reasonably necessary to evidence the release of such Encumbrances in accordance with such release letters.For purposes hereof:

Treatment of Company Indebtedness. (a) During the period from the date of this Agreement to the Closing Date, to the extent requested by Parent, the The Company shall, at and shall cause the sole expense of ParentCompany Subsidiaries to, use reasonable best efforts to promptly obtain any consents or amendments as necessary to permit deliver all notices and take all other actions reasonably requested by Parent that are required to, in accordance with the consummation of the Transactions (in the manner as set forth in this Agreement) terms thereof, terminate all commitments outstanding under the Company Credit Agreement, which shall be repay in form full of all obligations, if any, outstanding thereunder, and substance reasonably satisfactory to Parent facilitate the release of all Liens, if any, securing such obligations, and the release of all guarantees, if any, in connection therewith, in each case, on the Closing Date as of the Effective Time (such termination, repayment and releases, the “COC AmendmentCredit Facility Terminations”); provided that, notwithstanding anything to for the contrary contained hereinavoidance of doubt, (A) the operative provisions Company may rescind any such notice in accordance with the terms of the COC Amendment to permit Company Credit Agreement if the consummation Effective Time does not occur on the prepayment and termination date specified in such notice. In furtherance and not in limitation of the Transactions and the payment of any fees by Parent or its Subsidiaries in connection therewith shall, in each case, be conditioned upon the occurrence of the Closing and (B) the obtaining of the COC Amendment shall not be a condition to the consummation of the Transactions. In addition, prior to the Closing Dateforegoing, the Company shall, and shall cause its the Company Subsidiaries to, and shall use its reasonable best efforts to cause its and their respective Representatives to, deliver to Parent at the sole expense of Parent, provide all customary cooperation and all customary historical financial information, in each case that is reasonably requested by Parent or its Affiliates in connection with the COC Amendment and the Transactions or any other transaction undertaken in connection therewith to the extent such financial information is reasonably available to the Company and its Subsidiaries. (b) If the COC Amendment is not obtained prior to the date that is five (5) Business Days least two business days prior to the Closing Date, then at least two (2) Business Days and shall deliver to Parent on or prior to the Closing Date, an executed payoff letter with respect to the Company shall deliver to Parent fully executed copies of payoff letters Credit Agreement (the “Payoff Letters” and each, a “Payoff Letter”), ) in a form and substance customary for transactions of this type (and drafts reasonably acceptable to Parentin advance thereof), from the lenders, or the administrative applicable agent (or similar Person) on behalf of the lendersPersons to whom such Indebtedness is owed, under the Company Credit Agreement and the B&M Note, as applicable. Such Payoff Letters shall (a) confirm the aggregate outstanding amount required to be paid to fully satisfy all principal, interest, prepayment premiums, penalties, breakage costs or any other outstanding and unpaid Indebtedness and other obligations under the Company Credit Agreement and B&M Note, as applicable, as of the anticipated Closing Date (and the daily accrual of interest thereafter) (the “Payoff AmountFinancing Agent”), (b) contain payment instructionswhich Payoff Letters together with any related release documentation shall, (c) state thatamong other things, upon receipt of include the Payoff Amount in accordance with such Payoff Letters, such Indebtedness payoff amount and all related loan documents shall be discharged and terminated, (d) provide that all Encumbrances Liens (including mortgages) and guarantees guarantees), if any, granted in connection with such Indebtedness therewith relating to the assets or assets, rights and properties of the Company or any of its and the Company Subsidiaries under securing such Indebtedness shall be released and terminated any other obligations secured thereby, shall, upon the payment of the Payoff Amount on the Closing Date and (e) provide for the return of all possessory collateral (if any) in connection with such Indebtedness (to the extent reasonably practicable, on the Closing Date). Notwithstanding the foregoing, it is agreed and understood that (i) no such Indebtedness and/or other obligations under the Company Credit Agreement or B&M Note shall be required to be paid or otherwise satisfied pursuant to the Payoff Letters prior to the Closing, and (ii) prior to or substantially concurrent with the Closing, Parent shall pay and satisfy the outstanding Indebtedness under the Company Credit Agreement and B&M Note as amount set forth in the applicable Payoff Letter at Parent’s sole cost and expense. (c) The Company shall deliver to Parent at least two (2) Business Days prior to on the Closing Date copies of release letters with respect Date, be released and terminated. Parent and Xxxxxx Sub shall use reasonable best efforts to the Specified Debt Agreements in customary form enter arrangements reasonably satisfactory to Parent, which release the Financing Agent in respect of any letters shall evidence of credit issued under the satisfaction, release Company Credit Agreement. Notwithstanding anything in this Agreement to the contrary (but subject to the requirement to deliver prepayment and discharge of all Indebtedness termination notices by the time required by and other obligations otherwise in accordance with the terms of the Company and each of its Subsidiaries under the Specified Debt Agreements and any related loan documents andCredit Agreement), to the extent any obligations of any Person thereunder are secured by an Encumbrance on any assets or property of in no event shall this Section 7.14 require the Company or any of its Subsidiaries, a statement by the holders of Company Subsidiaries to cause the Indebtedness under Credit Facility Terminations to be consummated unless and until the Specified Debt Agreements Effective Time has occurred and Parent has provided or caused to be provided to the Company or the Company Subsidiaries funds (or an agent or other representative on their behalf) that such Encumbrances have been released. Prior to the Closing, the Company shall have obtained documents (including an authorization for the Company and its designees to file Uniform Commercial Code termination statements, executed terminations and releases of outstanding Encumbrances on the assets or property of Parent has directed the Company or any of its the Company Subsidiaries created to use funds on their balance sheet) to pay in connection with full the Specified Debt Agreements) as are reasonably necessary to evidence then-outstanding principal amount of and accrued and unpaid interest and fees under the release of such Encumbrances in accordance with such release lettersCompany Credit Agreement.

Treatment of Company Indebtedness. (a) During the period from the date of this Agreement to the Closing Date, to the extent requested by Parent, the Company shall, at the sole expense of Parent, use reasonable best efforts to promptly obtain any consents or amendments as necessary to permit the consummation of the Transactions (in the manner as set forth in this Agreement) under the Company Credit Agreement, which shall be in form and substance reasonably satisfactory to Parent (the “COC Amendment”); provided that, notwithstanding anything to the contrary contained herein, (A) the operative provisions of the COC Amendment to permit the consummation of the Transactions and the payment of any fees by Parent or its Subsidiaries in connection therewith shall, in each case, be conditioned upon the occurrence of the Closing and (B) the obtaining of the COC Amendment shall not be a condition to the consummation of the Transactions. In addition, prior Prior to the Closing Date, the Company shall, and shall cause its Subsidiaries to, and shall use its reasonable best efforts to cause its and their respective Representatives to, at the sole expense of Parent, provide all customary cooperation and all customary historical financial information, in each case that is as reasonably requested by Parent in writing, (i) deliver (or its Affiliates in connection with cause to be delivered) notices of the COC Amendment payoff, prepayment, discharge and the Transactions termination of any outstanding Indebtedness or any other transaction undertaken in connection therewith to the extent such financial information is reasonably available to obligations of the Company and its Subsidiaries. (b) If the COC Amendment is not obtained prior to the date that is five (5) Business Days prior to the Closing Date, then at least two (2) Business Days prior to the Closing Date, each applicable Subsidiary of the Company shall deliver to Parent fully executed copies of payoff letters (the “Payoff Letters” and each, a “Payoff Letter”), in a form and substance reasonably acceptable to Parent, from the lenders, or the administrative agent (or similar Person) on behalf of the lenders, as required under the Company Credit Agreement and the B&M Note, as applicable. Such Payoff Letters shall (a) confirm the aggregate outstanding amount required to be paid to fully satisfy all principal, interest, prepayment premiums, penalties, breakage costs or any other Indebtedness for borrowed money of the Company and any of its Subsidiaries (the amounts outstanding and unpaid Indebtedness and other obligations under the Company Credit Agreement and B&M Note, as applicable, as under all other Indebtedness for borrowed money of the anticipated Closing Date (Company and the daily accrual of interest thereafter) (its Subsidiaries, collectively, the “Company Indebtedness Payoff Amount”), (bii) contain payment instructions, (c) state that, upon receipt of take all other actions within its reasonable control and reasonably required to facilitate the Payoff Amount in accordance with such Payoff Letters, such Indebtedness and all related loan documents shall be discharged and terminated, (d) provide that all Encumbrances (including mortgages) and guarantees in connection with such Indebtedness relating to the assets or properties repayment of the Company or any of its Subsidiaries under such Indebtedness shall be released and terminated upon payment Payoff Amount, including the termination of the Payoff Amount on the Closing Date and (e) provide for the return of all possessory collateral (if any) in connection with such Indebtedness (to the extent reasonably practicable, on the Closing Date). Notwithstanding the foregoing, it is agreed and understood that (i) no such Indebtedness and/or other obligations commitments under the Company Credit Agreement or B&M Note shall be required to be paid or otherwise satisfied pursuant to Agreement, in each case, substantially concurrently with the Payoff Letters prior to the ClosingEffective Time, and (iiiii) prior obtain customary payoff or termination letters or other similar evidence with respect to or substantially concurrent with the Closing, Parent shall pay and satisfy the outstanding Indebtedness under the Company Credit Agreement and B&M Note as set forth any other Indebtedness for borrowed money of the Company and any of its Subsidiaries, in the applicable Payoff Letter at each case, in a form reasonably acceptable to Parent’s sole cost and expense. (c) The Company shall deliver to Parent , at least two (2) Business Days prior to the Closing Date copies of release letters with respect to the Specified Debt Agreements in customary form reasonably satisfactory to Parent, (which release payoff letters shall evidence be subject to customary conditions). Parent shall (x) irrevocably pay off, or cause to be paid off, at or substantially concurrently with the satisfactionEffective Time, release the Company Indebtedness Payoff Amount (if any) and discharge (y) take all actions within its control to provide all customary cooperation as may be reasonably requested by the Company to assist the Company in connection with its obligations under this Section 8.11. For the avoidance of all Indebtedness doubt, (A) the Company and other obligations its Subsidiaries shall have no obligation to make any payment in respect of the Company and each Indebtedness Payoff Amount or in respect of its Subsidiaries any notice delivered under the Specified Debt Agreements and any related loan documents and, Section (i) of this Section 8.11 prior to the extent Effective Time and (B) the Company shall not be obligated to terminate or discharge (or make or cause to become effective any obligations of such action) the Company Credit Agreement or any Person thereunder are secured by an Encumbrance on any assets or property other Indebtedness for borrowed money of the Company or any of its Subsidiaries, a statement by the holders of the Indebtedness under the Specified Debt Agreements (or an agent or other representative on their behalf) that such Encumbrances have been released. Prior Subsidiaries prior to the Closing, the Company shall have obtained documents (including an authorization for the Company and its designees to file Uniform Commercial Code termination statements, executed terminations and releases of outstanding Encumbrances on the assets or property of the Company or any of its Subsidiaries created in connection with the Specified Debt Agreements) as are reasonably necessary to evidence the release of such Encumbrances in accordance with such release lettersEffective Time.

Treatment of Company Indebtedness. (a) During the period from the date of this Agreement to the Closing Date, to the extent requested by Parent, the Company shall, at the sole expense of Parent, use reasonable best efforts to promptly obtain any consents or amendments as necessary to permit the consummation of the Transactions (in the manner as set forth in this Agreement) under the Company Credit Agreement, which shall be in form and substance reasonably satisfactory to Parent (the “COC Amendment”); provided that, notwithstanding anything to the contrary contained herein, (A) the operative provisions of the COC Amendment to permit the consummation of the Transactions and the payment of any fees by Parent or its Subsidiaries in connection therewith shall, in each case, be conditioned upon the occurrence of the Closing and (B) the obtaining of the COC Amendment shall not be a condition to the consummation of the Transactions. In addition, prior to the Closing Date, the Company shall, and shall cause its Subsidiaries to, and shall use its reasonable best efforts to cause its and their respective Representatives to, at the sole expense of Parent, provide all customary cooperation and all customary historical financial information, in each case that is reasonably requested by Parent or its Affiliates in connection with the COC Amendment and the Transactions or any other transaction undertaken in connection therewith to the extent such financial information is reasonably available to the Company and its Subsidiaries. (b) If the COC Amendment is not obtained prior to the date that is five (5) Business Days prior to the Closing Date, then at least two (2) Business Days prior to the Closing Date, the Company shall deliver to Parent fully executed copies of payoff letters (the “Payoff Letters” and each, a “Payoff Letter”), in a form and substance reasonably acceptable to Parent, from the lenders, or the administrative agent (or similar Person) on behalf of the lenders, under the Company Credit Agreement and the B&M Note, as applicable. Such Payoff Letters shall (a) confirm the aggregate outstanding amount required to be paid to fully satisfy all principal, interest, prepayment premiums, penalties, breakage costs or any other outstanding and unpaid Indebtedness and other obligations under the Company Credit Agreement and B&M Note, as applicable, as of the anticipated Closing Date (and the daily accrual of interest thereafter) (the “Payoff Amount”), (b) contain payment instructions, (c) state that, upon receipt of the Payoff Amount in accordance with such Payoff Letters, such Indebtedness and all related loan documents shall be discharged and terminated, (d) provide that all Encumbrances (including mortgages) and guarantees in connection with such Indebtedness relating to the assets or properties of the Company or any of its Subsidiaries under such Indebtedness shall be released and terminated upon payment of the Payoff Amount on the Closing Date and (e) provide for the return of all possessory collateral (if any) in connection with such Indebtedness (to the extent reasonably practicable, on the Closing Date). Notwithstanding the foregoing, it is agreed and understood that (i) no such Indebtedness and/or other obligations under the Company Credit Agreement or B&M Note shall be required to be paid or otherwise satisfied pursuant to the Payoff Letters prior to the Closing, and (ii) prior to or substantially concurrent with the Closing, Parent shall pay and satisfy the outstanding Indebtedness under the Company Credit Agreement and B&M Note as set forth in the applicable Payoff Letter at Parent’s sole cost and expense. (c) The Company shall deliver to Parent at least two (2) Business Days prior to the Closing Date copies of release letters with respect to the Specified Debt Agreements in customary form reasonably satisfactory to Parent, which release letters shall evidence the satisfaction, release and discharge of all Indebtedness and other obligations of the Company and each of its Subsidiaries under the Specified Debt Agreements and any related loan documents and, to the extent any obligations of any Person thereunder are secured by an Encumbrance on any assets or property of the Company or any of its Subsidiaries, a statement by the holders of the Indebtedness under the Specified Debt Agreements (or an agent or other representative on their behalf) that such Encumbrances have been released. Prior to the Closing, the Company shall have obtained documents (including an authorization for the Company and its designees to file Uniform Commercial Code termination statements, executed terminations and releases of outstanding Encumbrances on the assets or property of the Company or any of its Subsidiaries created in connection with the Specified Debt Agreements) as are reasonably necessary to evidence the release of such Encumbrances in accordance with such release letters.

Treatment of Company Indebtedness. (a) During the period from the date of this Agreement to the Closing Date, to the extent requested by Parent, the The Company shall, at and shall cause each of its Subsidiaries to, deliver all notices and take all other actions reasonably requested by the sole expense Purchaser that are required to facilitate in accordance with the terms thereof the termination of Parent, use reasonable best efforts to promptly obtain any consents or amendments as necessary to permit the consummation all commitments outstanding under each of the Transactions (in the manner as set forth in this Agreement) under the Company Credit Agreement, which shall be in form and substance reasonably satisfactory to Parent (the “COC Amendment”); provided that, notwithstanding anything to the contrary contained herein, (A) the operative provisions of the COC Amendment to permit the consummation of the Transactions Existing Financing Instruments and the payment Accounts Receivable Purchase Program, the repayment in full of any fees by Parent or its Subsidiaries all obligations, if any, outstanding thereunder, the release of all Liens, if any, securing such obligations, and the release of guarantees in connection therewith shall, in each case, be conditioned upon on the occurrence Effective Date as of the Closing Effective Time (such termination, repayment and (B) releases, the obtaining “Credit Facility Terminations”). In furtherance and not in limitation of the COC Amendment shall not be a condition to the consummation of the Transactions. In addition, prior to the Closing Dateforegoing, the Company shall, and shall cause each of its Subsidiaries to, and shall use its reasonable best efforts to cause its and their respective Representatives to, at the sole expense of Parent, provide all customary cooperation and all customary historical financial information, in each case that is reasonably requested by Parent or its Affiliates in connection with the COC Amendment and the Transactions or any other transaction undertaken in connection therewith deliver to the extent such financial information is reasonably available to the Company and its Subsidiaries. Purchaser at least three (b) If the COC Amendment is not obtained prior to the date that is five (53) Business Days prior to the Closing Date(with drafts being delivered in advance as reasonably requested by the Purchaser), then at least two (2) Business Days prior to the Closing Date, the Company shall deliver to Parent fully executed copies of payoff letters (and similar instruments), in each case, with respect to each of the “Payoff Letters” Existing Financing Instruments and the Accounts Receivable Purchase Program (each, a “Payoff Letter”)) and all related release documentation, in a each case, in form and substance reasonably acceptable to Parentcustomary for transactions of this type, from the lenders, or the administrative applicable agent (or similar Person) on behalf of the lendersPersons to whom such Indebtedness is owed (or, under if there is no such agent, from the Persons to whom such Indebtedness is owed), which Payoff Letters together with any related release documentation shall, among other things, include the payoff amount and provide that Liens (and guarantees), if any, granted in connection therewith relating to the assets, rights and properties of the Company Credit Agreement and the B&M Note, as applicable. Such Payoff Letters shall (a) confirm the aggregate outstanding amount required to be paid to fully satisfy all principal, interest, prepayment premiums, penalties, breakage costs or any other outstanding and unpaid Indebtedness and other obligations under the Company Credit Agreement and B&M Note, as applicable, as of the anticipated Closing Date (and the daily accrual of interest thereafter) (the “Payoff Amount”), (b) contain payment instructions, (c) state that, upon receipt of the Payoff Amount in accordance with such Payoff Letters, its Subsidiaries securing such Indebtedness and all related loan documents shall any other obligations secured thereby, shall, upon the payment of the amount set forth in the applicable Payoff Letter on the Effective Date, be discharged released and terminated, (d) provide that all Encumbrances (including mortgages) and guarantees in connection with such Indebtedness relating . Notwithstanding anything herein to the assets or properties of contrary, in no event shall this Section 4.10 require the Company or any of its Subsidiaries under such Indebtedness shall to cause the Credit Facility Terminations to be released effective unless and terminated upon payment of until the Payoff Amount on Effective Time has occurred and the Closing Date and (e) provide for the return of all possessory collateral (if any) in connection with such Indebtedness (Purchaser has provided or caused to be provided to the extent reasonably practicable, on Company or its Subsidiaries funds (or the Closing Date). Notwithstanding the foregoing, it is agreed Purchaser and understood that (i) no such Indebtedness and/or other obligations under the Company Credit Agreement or B&M Note shall be required to be paid or otherwise satisfied pursuant to the Payoff Letters prior to the Closing, and (ii) prior to or substantially concurrent with the Closing, Parent shall pay and satisfy the outstanding Indebtedness under the Company Credit Agreement and B&M Note as set forth in the applicable Payoff Letter at Parent’s sole cost and expense. (c) The Company shall deliver to Parent at least two (2) Business Days prior to the Closing Date copies of release letters with respect to the Specified Debt Agreements in customary form reasonably satisfactory to Parent, which release letters shall evidence the satisfaction, release and discharge of all Indebtedness and other obligations of the Company and each of its Subsidiaries under the Specified Debt Agreements and any related loan documents and, to the extent any obligations of any Person thereunder are secured by an Encumbrance on any assets or property of have agreed that the Company or any of its Subsidiaries, a statement by the holders of the Indebtedness under the Specified Debt Agreements (or an agent or other representative Company’s Subsidiaries shall use funds on their behalf) balance sheet at Closing for such purpose; provided that such Encumbrances have been released. Prior to the Closing, the Company shall have obtained documents (including an authorization for not unreasonably withhold, condition or delay any such agreement) to pay in full the Company and its designees outstanding amounts required pursuant to file Uniform Commercial Code termination statements, executed terminations and releases of outstanding Encumbrances on the assets or property terms of the Company or any of its Subsidiaries created in connection with the Specified Debt Agreements) as are reasonably necessary to evidence the release of such Encumbrances in accordance with such release lettersPayoff Letters.

Treatment of Company Indebtedness. (a) During the period from the date of this Agreement to the Closing Date, to the extent requested by Parent, the The Company shall, at the sole expense of Parent, shall use reasonable best efforts to promptly obtain any consents or amendments as necessary to permit the consummation of the Transactions (in the manner as set forth in this Agreement) under the Company Credit Agreement, which shall be in form and substance reasonably satisfactory to Parent (the “COC Amendment”); provided that, notwithstanding anything to the contrary contained herein, (A) the operative provisions of the COC Amendment to permit the consummation of the Transactions and the payment of any fees by Parent or its Subsidiaries in connection therewith shall, in each case, be conditioned upon the occurrence of the Closing and (B) the obtaining of the COC Amendment shall not be a condition to the consummation of the Transactions. In addition, prior to the Closing Date, the Company shallefforts, and shall cause its applicable Subsidiaries toto use commercially reasonable efforts, and shall use its reasonable best efforts to cause its and their respective Representatives to, deliver to Parent at the sole expense of Parent, provide all customary cooperation and all customary historical financial information, in each case that is reasonably requested by Parent or its Affiliates in connection with the COC Amendment and the Transactions or any other transaction undertaken in connection therewith to the extent such financial information is reasonably available to the Company and its Subsidiaries. least three (b) If the COC Amendment is not obtained prior to the date that is five (53) Business Days prior to the Closing Date, then at least two Date a copy of a payoff letter (2) Business Days prior subject to the Closing Date, the Company shall deliver delivery of funds as arranged by Parent) with respect to Parent fully executed copies of payoff letters (the “Payoff Letters” and each, a “Payoff Letter”), in a form and substance reasonably acceptable to Parent, from the lenders, or the administrative agent (or similar Person) on behalf of the lenders, under the Company Credit Agreement and (the B&M Note“Subject Indebtedness”) in customary form, as applicable. Such Payoff Letters which payoff letter shall (ai) confirm indicate the aggregate outstanding total amount required to be paid to fully satisfy all principal, interest, prepayment premiums, penalties, breakage costs or and any other outstanding monetary obligations then due and unpaid Indebtedness and other obligations payable under the Company Credit Agreement and B&M Note, as applicable, Subject Indebtedness as of the anticipated Closing Date (and the daily accrual of interest thereafter) (the “Payoff Amount”), (b) contain payment instructions, (cii) state that, that upon receipt of the Payoff Amount in accordance with under such Payoff Letterspayoff letter, such the Subject Indebtedness and all related loan documents shall be discharged terminated and terminated, (diii) provide that all Encumbrances (including mortgages) Liens and guarantees in connection with such the Subject Indebtedness relating to the assets or and properties of the Company or any of its Subsidiaries securing the obligations under such the Subject Indebtedness shall be released and terminated upon payment of the Payoff Amount on the Closing Date Date. (b) Parent will be permitted to, or request the Company to, commence and conduct, in accordance with the terms of the indenture, dated as of May 20, 2021, between the Company and UMB Bank, N.A. (the “Indenture” and the “Trustee”, respectively) governing the terms of the 5.875% Senior Secured Green Notes due 2028 (the “Green Notes”), one or more offers to purchase, including any “Change of Control Offer” (as such term is defined in the Indenture) and/or any tender offer, or any exchange offer, and to conduct a consent solicitation, if any (each, a “Debt Offer” and collectively, the “Debt Offers”), with respect to any or all of the outstanding aggregate principal amount of the Green Notes, provided that (A) any such Debt Offer is consummated using funds provided by Parent and (eB) provide for the return of Parent shall (1) prepare all possessory collateral (if any) necessary and appropriate documentation in connection with a Debt Offer, (2) provide the Company with a reasonable opportunity to review and comment on such Indebtedness documentation and (3) include any proposed changes reasonably requested by the Company to the extent reasonably practicablerelating to the Company or its Subsidiaries and shall otherwise consider any such proposed changes in good faith. The closing (or, if applicable, effectiveness) of the Debt Offers shall be expressly conditioned on the occurrence of the Closing; provided that the consummation of a Debt Offer with respect to the Green Notes shall not be a condition to Closing. Subject to the receipt of any requisite consents, 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 offering documents for a Debt Offer (“Debt Offer Documents”) as reasonably requested by Parent, which supplemental indenture shall become operative no earlier than the Effective Time, and shall use reasonable best efforts to cause the Trustee to enter into such supplemental indenture prior to or substantially simultaneously with the Closing Dateas determined by Parent. If reasonably requested by Parent, 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 Section 6.14 to the extent such legal opinion is required to be delivered prior to the Effective Time. (c) If requested by Parent, in lieu of or in addition to Parent or the Company commencing a Debt Offer for the Green 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 Green Notes (which may be delivered at Parent’s request in advance of the Closing Date so long as they are expressly contingent upon the occurrence of the Closing). Notwithstanding , pursuant to the redemption provisions of the Indenture and (B) take any other actions reasonably requested by Parent to facilitate the satisfaction and discharge of the Green Notes pursuant to the satisfaction and discharge provisions of the Indenture and the other provisions of the Indenture applicable thereto, provided that (1) any such redemption or satisfaction and discharge shall be consummated using funds provided by Parent and (2) consummation of any such redemption or satisfaction and discharge shall not be a condition to Closing. (d) Without limiting the foregoing, it is agreed the Company and understood Parent shall cooperate with each other with respect to customary actions for transactions of this type that (i) no such Indebtedness and/or other obligations are reasonably requested by Parent to be taken by the Company or its Subsidiaries under the Company Credit Agreement or B&M Note any of the Company’s outstanding debt securities in connection with the Merger, including in connection with a Debt Offer, the execution of any supplemental indentures described in Debt Offer Documents and any notice of redemption; provided that (i) none of the Company, its Subsidiaries or their representatives shall be required to be paid execute or otherwise satisfied pursuant deliver, or agree to the Payoff Letters prior to the Closingany change or modification of, and (ii) prior to or substantially concurrent with the Closing, Parent shall pay and satisfy the outstanding Indebtedness under the Company Credit Agreement and B&M Note as set forth in the applicable Payoff Letter at Parent’s sole cost and expense. (c) The Company shall deliver to Parent at least two (2) Business Days any agreement that is effective prior to the Closing Date copies or that would be effective if the Closing does not occur, or, other than as provided in Section 6.14(b) above, deliver or cause to be delivered any opinion of release letters with respect to counsel in connection therewith, (ii) Parent shall provide a customary indemnity in connection therewith, and (iii) Parent shall promptly, upon request by the Specified Debt Agreements in customary form reasonably satisfactory to ParentCompany, which release letters shall evidence the satisfaction, release and discharge of all Indebtedness and other obligations of reimburse the Company for all reasonable and each of its Subsidiaries under the Specified Debt Agreements documented out-of-pocket costs and any related loan documents and, expenses (including reasonable outside attorneys’ fees) to the extent any obligations of any Person thereunder are secured by an Encumbrance on any assets or property of the Company or any of its Subsidiaries, a statement incurred by the holders of the Indebtedness under the Specified Debt Agreements (or an agent or other representative on their behalf) that such Encumbrances have been released. Prior to the ClosingCompany, the Company shall have obtained documents (including an authorization for the Company and its designees to file Uniform Commercial Code termination statements, executed terminations and releases of outstanding Encumbrances on the assets or property of the Company or any of its Subsidiaries created or the Trustee in connection with this Section 6.14. The parties acknowledge and agree that none of the Specified Debt Agreements) as are reasonably necessary actions contemplated by this Section 6.14 shall delay the Closing beyond the date that it is required to evidence the release of such Encumbrances in accordance with such release lettersoccur under Section 1.1(d).

Treatment of Company Indebtedness. (a) During the period from the date of this Agreement to the Closing Date, to the extent requested by Parent, the The Company shall, at and shall cause each of its Subsidiaries to, deliver all notices and take all other actions reasonably requested by the sole expense Purchaser that are required to facilitate in accordance with the terms thereof the termination of Parent, use reasonable best efforts to promptly obtain any consents or amendments as necessary to permit the consummation all commitments outstanding under each of the Transactions (in the manner as set forth in this Agreement) under the Company Credit Agreement, which shall be in form and substance reasonably satisfactory to Parent (the “COC Amendment”); provided that, notwithstanding anything to the contrary contained herein, (A) the operative provisions of the COC Amendment to permit the consummation of the Transactions Existing Financing Instruments and the payment Accounts Receivable Purchase Program, the repayment in full of any fees by Parent or its Subsidiaries all obligations, if any, outstanding thereunder, the release of all Liens, if any, securing such obligations, and the release of guarantees in connection therewith shall, in each case, be conditioned upon on the occurrence Effective Date as of the Closing Effective Time (such termination, repayment and (B) releases, the obtaining “Credit Facility Terminations”). In furtherance and not in limitation of the COC Amendment shall not be a condition to the consummation of the Transactions. In addition, prior to the Closing Dateforegoing, the Company shall, and shall cause each of its Subsidiaries to, and shall use its reasonable best efforts to cause its and their respective Representatives to, at the sole expense of Parent, provide all customary cooperation and all customary historical financial information, in each case that is reasonably requested by Parent or its Affiliates in connection with the COC Amendment and the Transactions or any other transaction undertaken in connection therewith deliver to the extent such financial information is reasonably available to the Company and its Subsidiaries. Purchaser at least three (b) If the COC Amendment is not obtained prior to the date that is five (53) Business Days prior to the Closing Date(with drafts being delivered in advance as reasonably requested by the Purchaser), then at least two (2) Business Days prior to the Closing Date, the Company shall deliver to Parent fully executed copies of payoff letters (and similar instruments), in each case, with respect to each of the “Payoff Letters” Existing Financing Instruments and the Accounts Receivable Purchase Program (each, a “Payoff Letter”)) and all related release documentation, in a each case, in form and substance reasonably acceptable to Parentcustomary for transactions of this type, from the lenders, or the administrative applicable agent (or similar Person) on behalf of the lendersPersons to whom such Indebtedness is owed (or, under if there is no such agent, from the Persons to whom such Indebtedness is owed), which Payoff Letters together with any related release documentation shall, among other things, include the payoff amount and provide that Liens (and guarantees), if any, granted in connection therewith relating to the assets, rights and properties of the Company Credit Agreement and the B&M Note, as applicable. Such Payoff Letters shall (a) confirm the aggregate outstanding amount required to be paid to fully satisfy all principal, interest, prepayment premiums, penalties, breakage costs or any other outstanding and unpaid Indebtedness and other obligations under the Company Credit Agreement and B&M Note, as applicable, as of the anticipated Closing Date (and the daily accrual of interest thereafter) (the “Payoff Amount”), (b) contain payment instructions, (c) state that, upon receipt of the Payoff Amount in accordance with such Payoff Letters, its Subsidiaries securing such Indebtedness and all related loan documents shall any other obligations secured thereby, shall, upon the payment of the amount set forth in the applicable Payoff Letter on the Effective Date, be discharged released and terminated, (d) provide that all Encumbrances (including mortgages) and guarantees in connection with such Indebtedness relating . Notwithstanding anything herein to the assets or properties of contrary, in no event shall this Section 4.10 require the Company or any of its Subsidiaries under such Indebtedness shall to cause the Credit Facility Terminations to be released effective unless and terminated upon payment of until the Payoff Amount on Effective Time has occurred and the Closing Date and (e) provide for the return of all possessory collateral (if any) in connection with such Indebtedness (Purchaser has provided or caused to be provided to the extent reasonably practicable, on Company or its Subsidiaries funds (or the Closing Date). Notwithstanding the foregoing, it is agreed Purchaser and understood that (i) no such Indebtedness and/or other obligations under the Company Credit Agreement or B&M Note shall be required to be paid or otherwise satisfied pursuant to the Payoff Letters prior to the Closing, and (ii) prior to or substantially concurrent with the Closing, Parent shall pay and satisfy the outstanding Indebtedness under the Company Credit Agreement and B&M Note as set forth in the applicable Payoff Letter at Parent’s sole cost and expense. (c) The Company shall deliver to Parent at least two (2) Business Days prior to the Closing Date copies of release letters with respect to the Specified Debt Agreements in customary form reasonably satisfactory to Parent, which release letters shall evidence the satisfaction, release and discharge of all Indebtedness and other obligations of the Company and each of its Subsidiaries under the Specified Debt Agreements and any related loan documents and, to the extent any obligations of any Person thereunder are secured by an Encumbrance on any assets or property of have agreed that the Company or any of its Subsidiaries, a statement by the holders of the Indebtedness under the Specified Debt Agreements (or an agent or other representative Company's Subsidiaries shall use funds on their behalf) balance sheet at Closing for such purpose; provided that such Encumbrances have been released. Prior to the Closing, the Company shall have obtained documents (including an authorization for not unreasonably withhold, condition or delay any such agreement) to pay in full the Company and its designees outstanding amounts required pursuant to file Uniform Commercial Code termination statements, executed terminations and releases of outstanding Encumbrances on the assets or property terms of the Company or any of its Subsidiaries created in connection with the Specified Debt Agreements) as are reasonably necessary to evidence the release of such Encumbrances in accordance with such release lettersPayoff Letters.

Treatment of Company Indebtedness. (a) During the period from the date of this Agreement to the Closing Date, to the extent requested by Parent, the The Company shall, at the sole expense of Parent, shall use reasonable best efforts to promptly obtain any consents or amendments as necessary to permit the consummation of the Transactions (in the manner as set forth in this Agreement) under the Company Credit Agreement, which shall be in form and substance reasonably satisfactory to Parent (the “COC Amendment”); provided that, notwithstanding anything to the contrary contained herein, (A) the operative provisions of the COC Amendment to permit the consummation of the Transactions and the payment of any fees by Parent or its Subsidiaries in connection therewith shall, in each case, be conditioned upon the occurrence of the Closing and (B) the obtaining of the COC Amendment shall not be a condition to the consummation of the Transactions. In addition, prior to the Closing Date, the Company shallefforts, and shall cause its applicable Subsidiaries toto use commercially reasonable efforts, and shall use its reasonable best efforts to cause its and their respective Representatives to, deliver to Parent at the sole expense of Parent, provide all customary cooperation and all customary historical financial information, in each case that is reasonably requested by Parent or its Affiliates in connection with the COC Amendment and the Transactions or any other transaction undertaken in connection therewith to the extent such financial information is reasonably available to the Company and its Subsidiaries. least three (b) If the COC Amendment is not obtained prior to the date that is five (53) Business Days prior to the Closing Date, then at least two Date a copy of a payoff letter (2) Business Days prior subject to the Closing Date, the Company shall deliver delivery of funds as arranged by Parent) with respect to Parent fully executed copies of payoff letters (the “Payoff Letters” and each, a “Payoff Letter”), in a form and substance reasonably acceptable to Parent, from the lenders, or the administrative agent (or similar Person) on behalf of the lenders, under the Company Credit Agreement and (the B&M Note“Subject Indebtedness”) in customary form, as applicable. Such Payoff Letters which payoff letter shall (ai) confirm indicate (1) the aggregate outstanding total amount required to be paid to fully satisfy all principal, interest, prepayment premiums, penalties, breakage costs or and any other outstanding monetary obligations then due and unpaid Indebtedness and other obligations payable under the Company Credit Agreement and B&M Note, as applicable, Subject Indebtedness as of the anticipated Closing Date (and the daily accrual of interest thereafter) (the “Payoff Amount”)) and (2) all letters of credit outstanding under the Company Credit Agreement (with respect to which the Company and the Parent shall reasonably cooperate to cause to be terminated, terminated and replaced with new letters of credit or backstopped with new letters of credit on or after the Closing Date) and (b) contain payment instructions, (cii) state that, that upon receipt of the Payoff Amount in accordance with under such Payoff Letterspayoff letter, such the Subject Indebtedness and all related loan documents shall be discharged terminated. (b) Parent will be permitted to, or request the Company to, commence and terminatedconduct, in accordance with the terms of the Indentures, one or more offers to purchase, including any “Change of Control Offer” (das such term is defined in the respective Indenture) provide and/or any tender offers, or any exchange offers, and to conduct consent solicitations (each, a “Consent Solicitation”), if any (each, a “Debt Offer” and collectively, the “Debt Offers”), with respect to any or all of the outstanding aggregate principal amount of the Notes, provided that (A) any such Debt Offer is consummated using funds provided by Parent and (B) Parent shall (1) prepare all Encumbrances (including mortgages) necessary and guarantees appropriate documentation in connection with a Debt Offer (the “Debt Offer Documents”), (2) provide the Company with a reasonable opportunity to review and comment on such Indebtedness documentation, (3) include any proposed changes reasonably requested by the Company to the extent relating to the assets Company or properties its Subsidiaries or to compliance with the applicable Indenture or applicable law and shall otherwise consider any such proposed changes in good faith and (4) any such Debt Offer shall be conducted in compliance with the applicable Indenture and applicable law (including SEC rules and regulations). The closing (or, if applicable, effectiveness) of the Debt Offers shall be expressly conditioned on the occurrence of the Closing; provided, that the consummation of a Debt Offer with respect to the Notes shall not be a condition to Closing. In connection with any Consent Solicitation, subject to the receipt of any requisite consents, the Company or any of and its Subsidiaries under such Indebtedness shall be released and terminated upon payment execute a supplemental indenture to each of the Payoff Amount on Indentures in accordance with each respective Indenture, amending the Closing Date terms and (e) provide for provisions of such Indenture as described in the return of all possessory collateral (if any) in connection with such Indebtedness (to Debt Offer Documents as reasonably requested by Parent, which supplemental indentures shall become operative no earlier than the extent reasonably practicable, on the Closing Date). Notwithstanding the foregoing, it is agreed and understood that (i) no such Indebtedness and/or other obligations under the Company Credit Agreement or B&M Note shall be required to be paid or otherwise satisfied pursuant to the Payoff Letters prior to the ClosingEffective Time, and (ii) shall use reasonable best efforts to cause the Trustees to enter into such supplemental indentures prior to or substantially concurrent simultaneously with the Closing, Parent shall pay and satisfy the outstanding Indebtedness under the Company Credit Agreement and B&M Note Closing as set forth in the applicable Payoff Letter at determined by Xxxxxx. If reasonably requested by Parent’s sole cost and expense. (c) The Company shall deliver to Parent at least two (2) Business Days prior to the Closing Date copies of release letters with respect to the Specified Debt Agreements in customary form reasonably satisfactory to Parent, which release letters shall evidence the satisfaction, release and discharge of all Indebtedness and other obligations of the Company and each of its Subsidiaries under the Specified Debt Agreements and any related loan documents and, to the extent any obligations of any Person thereunder are secured by an Encumbrance on any assets or property of the Company or any of its Subsidiaries, a statement by the holders of the Indebtedness under the Specified Debt Agreements (or an agent or other representative on their behalf) that such Encumbrances have been released. Prior to the Closing, the Company shall have obtained documents use its reasonable best efforts to cause its legal counsel to provide (A) all customary legal opinions required by the applicable Indenture and (B) all customary legal opinions required by applicable laws (including an authorization for SEC rules and regulations) solely as and to the extent that such opinions relate to the Company and its designees to file Uniform Commercial Code termination statementsSubsidiaries, executed terminations and releases of outstanding Encumbrances on the assets or property of the Company or any of its Subsidiaries created in each case, in connection with the Specified Debt Agreements) as are reasonably necessary to evidence the release of such Encumbrances in accordance with such release letters.transactions contemplated by this

Treatment of Company Indebtedness. (a) During the period from the date of this Agreement to the Closing Date, to the extent requested by Parent, the Company shall, at the sole expense of Parent, use reasonable best efforts to promptly obtain any consents or amendments as necessary to permit the consummation of the Transactions (in the manner as set forth in this Agreement) under the Company Credit Agreement, which shall be in form and substance reasonably satisfactory to Parent (the “COC Amendment”); provided that, notwithstanding anything to the contrary contained herein, (A) the operative provisions of the COC Amendment to permit the consummation of the Transactions and the payment of any fees by Parent or its Subsidiaries in connection therewith shall, in each case, be conditioned upon the occurrence of the Closing and (B) the obtaining of the COC Amendment shall not be a condition to the consummation of the Transactions. In addition, prior Prior to the Closing Date, the Company shall, and shall cause its Subsidiaries to, and shall use its reasonable best efforts to cause its and their respective Representatives to, at the sole expense of Parent, provide all customary cooperation and all customary historical financial information, in each case that is as reasonably requested by Parent or its Affiliates in connection with the COC Amendment and the Transactions or any other transaction undertaken in connection therewith to the extent such financial information is reasonably available to the Company and its Subsidiaries. writing delivered at least ten (b) If the COC Amendment is not obtained prior to the date that is five (510) Business Days prior to any minimum required notice deadline in the Closing Dateapplicable agreement, then at least two (2i) Business Days prior deliver (or cause to be delivered) notices of the payoff, prepayment, discharge and termination of any outstanding Indebtedness or obligations of the Company and each applicable Subsidiary of the Company as required under the Company Credit Agreement (the amounts outstanding under the Company Credit Agreement, the “Company Indebtedness Payoff Amount”); provided that any such notices will be required only if expressly conditioned upon the Closing, (ii) take all other actions within its reasonable control and reasonably required to facilitate the repayment of the Company Indebtedness Payoff Amount, including the termination of the commitments under the Company Credit Agreement, in each case, substantially concurrently with the Effective Time, and (iii) obtain customary payoff or termination letters or other similar evidence with respect to the Closing Date, the Company shall deliver to Parent fully executed copies of payoff letters (the “Payoff Letters” and each, a “Payoff Letter”), Credit Agreement in a form and substance reasonably acceptable to Parent, from the lenders, or the administrative agent (or similar Person) on behalf of the lenders, under the Company Credit Agreement and the B&M Note, as applicable. Such Payoff Letters shall (a) confirm the aggregate outstanding amount required to be paid to fully satisfy all principal, interest, prepayment premiums, penalties, breakage costs or any other outstanding and unpaid Indebtedness and other obligations under the Company Credit Agreement and B&M Note, as applicable, as of the anticipated Closing Date (and the daily accrual of interest thereafter) (the “Payoff Amount”), (b) contain payment instructions, (c) state that, upon receipt of the Payoff Amount in accordance with such Payoff Letters, such Indebtedness and all related loan documents shall be discharged and terminated, (d) provide that all Encumbrances (including mortgages) and guarantees in connection with such Indebtedness relating to the assets or properties of the Company or any of its Subsidiaries under such Indebtedness shall be released and terminated upon payment of the Payoff Amount on the Closing Date and (e) provide for the return of all possessory collateral (if any) in connection with such Indebtedness (to the extent reasonably practicable, on the Closing Date). Notwithstanding the foregoing, it is agreed and understood that (i) no such Indebtedness and/or other obligations under the Company Credit Agreement or B&M Note shall be required to be paid or otherwise satisfied pursuant to the Payoff Letters prior to the Closing, and (ii) prior to or substantially concurrent with the Closing, Parent shall pay and satisfy the outstanding Indebtedness under the Company Credit Agreement and B&M Note as set forth in the applicable Payoff Letter at Parent’s sole cost and expense. (c) The Company shall deliver to Parent at least two (2) Business Days prior to the Closing Date copies of release letters with respect to the Specified Debt Agreements in customary form reasonably satisfactory to Parent, (which release payoff letters shall evidence be subject to customary conditions). Parent shall (x) irrevocably pay off, or cause to be paid off, immediately after the satisfaction, release and discharge of all Indebtedness and other obligations of the Company and each of its Subsidiaries under the Specified Debt Agreements and any related loan documents and, to the extent any obligations of any Person thereunder are secured by an Encumbrance on any assets or property of the Company or any of its Subsidiaries, a statement by the holders of the Indebtedness under the Specified Debt Agreements (or an agent or other representative on their behalf) that such Encumbrances have been released. Prior to the ClosingEffective Time, the Company shall have obtained documents Indebtedness Payoff Amount (including an authorization for if any) and (y) take all actions within its control to provide all customary cooperation as may be reasonably requested by the Company to assist the Company in connection with its obligations under this ‎Section 8.11. For the avoidance of doubt, (A) the Company and its designees Subsidiaries shall have no obligation to file Uniform Commercial Code termination statements, executed terminations and releases of outstanding Encumbrances on the assets or property make any payment in respect of the Company Indebtedness Payoff Amount or in respect of any notice delivered under Section (i) of its Subsidiaries created this Section 8.11, and Parent shall not make (or cause to be made) any payment in respect of the Company Indebtedness Payoff Amount, prior to the Effective Time and (B) the Company shall not be obligated to terminate or discharge (or make or cause to become effective any such action) the Company Credit Agreement prior to the Effective Time. (b) The Company shall (i) timely provide or cause to be provided to the trustee under each Indenture, in accordance with the provisions of such Indenture, any notices, announcements, certificates, filings or legal opinions required by the applicable Indenture to be provided in connection with the Specified Debt Agreementstransactions contemplated by this Agreement prior to the Effective Time, (ii) take all other actions that may be required under each Indenture in connection with the transactions contemplated by this Agreement prior to the Effective Time, including timely providing to the trustee under the Convertible Notes Indenture, a supplemental indenture effective as of the Effective Time complying with the applicable requirements of the Convertible Notes Indenture, together with any related certificates, legal opinions and other documents required by the Convertible Notes Indenture to be delivered in connection with such supplemental indenture and (iii) use reasonable best efforts to provide all assistance reasonably requested by Parent that are reasonably customary or necessary in connection with this Section 8.11. Parent and its counsel shall be given a reasonable opportunity to evidence review and comment on each such document or instrument, in each case, before such document or instrument is provided to a trustee under any Indenture, and the release Company shall give reasonable and good faith consideration to any comments made by Parent and its counsel. (c) Prior to the Effective Time, the Company shall, at Parent’s request, use reasonable best efforts to cooperate with Parent so that some or all of such Encumbrances the Indentures are amended and supplemented effective as of, or as promptly as practicable following, the Effective Time in accordance with such release lettersthe provisions of the applicable Indenture in order for Parent to provide a full and unconditional guarantee of the Company’s (or its Subsidiary’s) obligations under the Senior Notes and Convertible Notes (as applicable). At Parent’s request, the Company will, and will cause its Representatives to, cooperate with Parent in connection with any discussions, negotiations, supplemental indentures or agreements with the trustee under the applicable Indenture, its counsel and Representatives. (d) Without Parent’s prior written consent, the Company will not, and will cause its Representatives not to, amend or supplement any Indenture except as provided in Section 8.11(b) or in compliance with Section 6.01(B)(k).

Treatment of Company Indebtedness. (a) During the period from the date of this Agreement to the Closing Date, to the extent If requested by Parent, the Company shall, at the sole expense of Parent, use reasonable best efforts to promptly obtain any consents or amendments as necessary to permit the consummation of the Transactions (in the manner as set forth in this Agreement) under the Company Credit Agreement, which shall be in form and substance reasonably satisfactory to Parent (the “COC Amendment”); provided that, notwithstanding anything to the contrary contained herein, (A) the operative provisions of the COC Amendment to permit the consummation of the Transactions and the payment of any fees writing by Parent or its Subsidiaries in connection therewith shall, in each case, be conditioned upon the occurrence of the Closing and (B) the obtaining of the COC Amendment shall not be a condition to the consummation of the Transactions. In addition, prior to the Closing Date, the Company shall, and shall cause its Subsidiaries to, and shall use its reasonable best efforts to cause its and their respective Representatives to, at the sole expense of Parent, provide all customary cooperation and all customary historical financial information, in each case that is reasonably requested by Parent or its Affiliates in connection with the COC Amendment and the Transactions or any other transaction undertaken in connection therewith to the extent such financial information is reasonably available to the Company and its Subsidiaries. (b) If the COC Amendment is not obtained prior to the date that is five (5) Business Days prior to the Closing Date, then at least two fifteen (215) Business Days prior to the Closing Date, the Company shall (and shall cause the Company Subsidiaries to) deliver all notices and take all other actions required to facilitate at or prior to the Effective Time the termination of all commitments outstanding under Indebtedness of the Company for borrowed money, the repayment in full of all obligations outstanding thereunder, the release of all Liens securing such obligations, and the release of all guarantees in connection therewith; provided, however, that neither the Company nor the Company Subsidiaries shall be required to take any such action that is not conditioned upon the occurrence of the Closing. In furtherance and not in limitation of the foregoing, if requested by Parent pursuant to this Section 6.12(a), the Company shall, and shall cause the Company Subsidiaries to, (A) use commercially reasonable efforts to deliver to Parent fully at least four (4) Business Days on or prior to the Closing Date, a draft payoff letter and related release documentation and (B) deliver on or prior to the Closing Date, an executed copies of payoff letters letter and executed related release documentation, in each case, with respect to such Indebtedness for borrowed money (the “Payoff Letters” and each, a “Payoff Letter”), ) in a form and substance reasonably acceptable to Parentcustomary for transactions of this type, from the lenders, or the administrative agent (or similar Person) on behalf of the lendersPersons to whom such Indebtedness is owed, under which Payoff Letter together with any related release documentation shall, among other things, include the payoff amount and provide that all guarantees and Liens granted in connection therewith relating to the assets, rights and properties of the Company Credit Agreement and the B&M Note, as applicable. Such Payoff Letters shall (a) confirm the aggregate outstanding amount required to be paid to fully satisfy all principal, interest, prepayment premiums, penalties, breakage costs or Company Subsidiaries securing such Indebtedness and any other outstanding obligations secured thereby, shall, upon the payment of the amount set forth in the Payoff Letter at or prior to the Effective Time, be released and unpaid Indebtedness and other obligations under terminated. (b) Upon written request of Parent, the Company Credit Agreement shall, and B&M Noteshall cause the Company Subsidiaries to, use reasonable best efforts to, as applicable, as of the anticipated Closing Date (and the daily accrual of interest thereafter) (the “Payoff Amount”), (b) contain payment instructions, (c) state that, upon receipt of the Payoff Amount in accordance with such Payoff Letters, such Indebtedness and all related loan documents shall be discharged and terminated, (d) provide that all Encumbrances (including mortgages) and guarantees in connection with such Indebtedness relating to the assets or properties of the Company or any of its Subsidiaries under such Indebtedness shall be released and terminated upon payment of the Payoff Amount on the Closing Date and (e) provide for the return of all possessory collateral (if any) in connection with such Indebtedness (to the extent reasonably practicable, on the Closing Date). Notwithstanding the foregoing, it is agreed and understood that (i) no execute and deliver, or cause to be executed and delivered, at or prior to the Effective Time, such Indebtedness and/or other obligations documents or instruments required under the Company Credit Agreement or B&M Note shall be required to be paid or otherwise satisfied Notes pursuant to the Payoff Letters prior to applicable indentures governing such Company Notes (each, an “Indenture”) as a direct result of the ClosingMerger, and (ii) prior provide all assistance reasonably requested by Parent in connection with obtaining the execution of such instruments by the other parties required to execute such instruments and take any actions reasonably requested by Parent (which shall not require any payment by the Company or substantially concurrent the Company Subsidiaries) that are customary or necessary in connection with the Closingforegoing, Parent shall pay including in each case, delivering and satisfy using reasonable best efforts to cause counsel for the outstanding Indebtedness Company to deliver, customary officer’s certificates, supplemental indentures and legal opinions, respectively, to the trustee under the Company Credit Agreement and B&M Note as set forth in the applicable Payoff Letter at Parent’s sole cost and expense. (c) The Company shall deliver to Parent at least two (2) Business Days prior to the Closing Date copies of release letters with respect to the Specified Debt Agreements in customary form reasonably satisfactory to Parent, which release letters shall evidence the satisfaction, release and discharge of all Indebtedness and other obligations of the Company and each of its Subsidiaries under the Specified Debt Agreements and any related loan documents andIndenture, to the extent any obligations of any Person thereunder such certificates, supplemental indentures and opinions are secured by an Encumbrance on any assets or property required thereby, would not conflict with applicable Laws and would be accurate in light of the Company or facts and circumstances at the time delivered; provided that any of its Subsidiaries, a statement by such action described above shall not be required unless it can be and is conditioned upon the holders occurrence of the Indebtedness under the Specified Debt Agreements (or an agent or other representative on their behalf) that such Encumbrances have been released. Prior to the Closing, the Company shall have obtained documents (including an authorization for the Company and its designees to file Uniform Commercial Code termination statements, executed terminations and releases of outstanding Encumbrances on the assets or property of the Company or any of its Subsidiaries created in connection with the Specified Debt Agreements) as are reasonably necessary to evidence the release of such Encumbrances in accordance with such release lettersEffective Time.

Treatment of Company Indebtedness. (a) During The Company shall (and shall cause the period from the date of this Agreement Company Subsidiaries to) deliver all notices and take all other actions required to facilitate at or prior to the Closing Date, to First Effective Time the extent requested by Parent, the Company shall, at the sole expense termination of Parent, use reasonable best efforts to promptly obtain any consents or amendments as necessary to permit the consummation of the Transactions (in the manner as set forth in this Agreement) all commitments outstanding under the Company Credit Agreement, the repayment in full of all obligations outstanding thereunder, the release of all Liens securing such obligations, and the release of all guarantees in connection therewith. In furtherance and not in limitation of the foregoing, the Company shall, and shall cause the Company Subsidiaries to, (A) use reasonable best efforts to deliver to Parent at least seven (7) Business Days prior to the Closing Date, a draft payoff letter and draft related release documentation and (B) deliver to Parent at least two (2) Business Days prior to the Closing Date, an executed payoff letter and executed related release documentation, in each case, with respect to the Company Credit Agreement (the “Payoff Letter”) in form and substance customary for transactions of this type, from the agent on behalf of the Persons to whom such Indebtedness is owed, which Payoff Letter together with any related release documentation shall, among other things, include the payoff amount and provide that all guarantees and Liens granted in connection therewith relating to the assets, rights and properties of the Company and the Company Subsidiaries securing such Indebtedness and any other obligations secured thereby, shall, upon the payment of the amount set forth in the Payoff Letter at or prior to the First Effective Time, be released and terminated. (b) Within the time periods required by the terms of the Convertible Notes Indenture, the Company shall, and shall cause the Company Subsidiaries to, take all actions required by, or reasonably requested by Parent pursuant to, the Convertible Notes Indenture and applicable Law to be performed by the Company or any Company Subsidiary at or prior to the Second Effective Time as a result of the execution and delivery of this Agreement or the consummation of the Transactions, including the giving of any notices that may be required or reasonably requested by Parent and delivery to the trustee, holders or other applicable Person, as applicable, of any documents or instruments required or reasonably requested by Parent to be delivered at or prior to the Second Effective Time to such trustee, holders or other applicable Person, in each case in connection with the execution and delivery of this Agreement, the Transactions or as otherwise required by, or reasonably requested by Parent pursuant to, the Convertible Notes Indenture; provided that 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 in accordance with the terms of the Convertible Notes Indenture. Without limiting the generality of the foregoing, prior to the Second Effective Time, the Company agrees to cooperate with Parent, at Parent’s written request, by (i) executing and delivering (or causing to be executed and delivered, as applicable) at the First Effective Time and/or Second Effective Time, as applicable, one or more supplemental indentures, officer’s certificates and opinions of counsel, in each case in form and substance reasonably satisfactory acceptable to Parent, pursuant to the Convertible Notes Indenture and (ii) using its reasonable best efforts to cause the trustee under the Convertible Notes Indenture to execute at the First Effective Time and/or Second Effective Time, as applicable, any such supplemental indenture. (c) Prior to the First Effective Time, the Company shall (i) facilitate the settlement of the Convertible Note Hedge Obligations substantially concurrently with the First Effective Time as reasonably requested by Parent (it being understood that any such settlement, including the timing thereof, will be subject to the terms of the Capped Call Confirmations, unless otherwise agreed by the relevant dealer thereunder) and (ii) cooperate with Parent with respect to its efforts to settle the Convertible Note Hedge Obligations and the negotiation of any termination or settlement payment or valuation related thereto; provided that the Company shall not (x) exercise any right that it may have to terminate the Convertible Note Hedge Obligations (other than any exercise or termination contemplated pursuant to Section 9(h)(i) of the Capped Call Confirmations upon any conversion of Convertible Notes prior to the First Effective Time (a “Specified Exercise”)); it being agreed that the Company shall notify Parent in writing as promptly as practicable prior to any such exercise or termination) or (y) agree to amend, modify or supplement the terms relating to, or agree to any amount due upon, the termination or settlement thereof, in each case of clauses (x) and (y), without the prior written consent of Parent; provided, further, that nothing in this Section 6.15(c) shall require the Company to (A) pay any fees, incur or reimburse any costs or expenses, or make any payment in connection with any Convertible Note Hedge Obligations prior to the occurrence of the First Effective Time, (B) enter into or effect any settlement, termination, instrument or agreement, or agree to any settlement, termination or any other change or modification to any instrument or agreement, that is effective prior to the occurrence of the First Effective Time or (C) refrain from delivering, or delay the delivery of, any notice required by the terms of the Convertible Note Hedge Obligations or a notice contemplated by Section 9(h)(i) of the Capped Call Confirmations in connection with a Specified Exercise (it being understood that the Company will provide Parent with prior notice of any such delivery with an opportunity to comment on the relevant notice). (d) Parent and/or one of its Subsidiaries may (i) commence one or more offers to purchase any or all of the outstanding Convertible Notes for cash, Parent Common Stock or a combination thereof (the “COC AmendmentOffers to Purchase”); and/or (ii) solicit the consent of the holders of Convertible Notes regarding certain proposed amendments to the Convertible Notes Indenture (the “Consent Solicitations” and, together with any Offers to Purchase, the “Company Note Offers and Consent Solicitations”); provided that, notwithstanding anything that the closing of any such Offer to Purchase shall not be consummated prior to the contrary contained herein, (A) the operative provisions of the COC Amendment to permit the consummation of the Transactions First Effective Time and the payment of any fees such transaction shall be funded using consideration provided by Parent or any of its Subsidiaries in connection therewith shall(other than the Company or one of its Subsidiaries). Any Company Note Offers and Consent Solicitations shall be made on such terms and conditions (including price to be paid and conditionality) as are proposed by Parent or one of its Subsidiaries and which are permitted by the terms of such Convertible Notes, in each casethe Convertible Notes Indenture and applicable Laws, be conditioned upon including SEC rules and regulations. Parent and its Subsidiaries shall consult with the occurrence Company regarding the material terms and conditions of any Company Note Offers and Consent Solicitations, including the Closing timing and (B) the obtaining commencement of the COC Amendment any Company Note Offers and Consent Solicitations and any tender deadlines. Parent shall not be a condition permitted to commence any Company Note Offers and Consent Solicitations until Parent shall have provided to the consummation Company the necessary offer to purchase, consent solicitation statement, letter of transmittal, press release, if any, in connection therewith, and each other document relevant to the transaction that will be distributed by Parent or any of its Subsidiaries to holders of the TransactionsConvertible Notes in the applicable Company Note Offers and Consent Solicitations (collectively, the “Debt Offer Documents”) a reasonable period of time in advance of commencing the applicable Company Note Offers and Consent Solicitations to allow the Company and its counsel to review and comment on such Debt Offer Documents (and Parent shall consider in good faith comments of the Company and its counsel thereon). In addition, prior Subject to the Closing Datereceipt of the requisite consents, in connection with any or all of the Consent Solicitations, the Company shall execute a supplemental indenture to the Convertible Notes Indenture in accordance with the terms thereof amending the terms and provisions of such Convertible Notes Indenture as described in the applicable Debt Offer Documents in a form as reasonably requested by Parent, which supplemental indenture shall become effective promptly upon receipt of the requisite consents (or as otherwise contemplated in the applicable Consent Solicitation) but shall not become operative until the First Effective Time. At Parent’s or its Subsidiaries’ expense, the Company shall, and shall cause its Subsidiaries to, to and shall use its reasonable best efforts to cause its and their respective Representatives to, on a timely basis, upon the reasonable request of Parent or any of its Subsidiaries, provide cooperation in connection with any Company Note Offers and Consent Solicitations (including but not limited to requesting, and using reasonable best efforts to cause, the Company’s independent accountants to provide customary consents for use of their reports to the extent required in connection with any Company Note Offers and Consent Solicitations); provided that prior to the First Effective Time, 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 Company Note Offers and Consent Solicitations (other than, in connection with the execution of the supplemental indentures relating to the Consent Solicitations, the Company delivering and using reasonable best efforts to cause counsel for the Company to deliver customary officer’s certificates and customary legal opinions (other than any opinions as to tax matters), respectively, to the trustee under the Convertible Notes Indenture, to the extent such certificates and opinions would not conflict with applicable Laws and would be accurate in light of the facts and circumstances at the sole expense of Parenttime delivered) or execute any other instruments or agreements in connection therewith other than the supplemental indenture described in the immediately preceding sentence. The dealer manager, provide all customary cooperation solicitation agent, information agent, depositary or other agent retained in connection with any Company Note Offers and all customary historical financial information, in each case that is reasonably requested Consent Solicitations will be selected by Parent or its Affiliates in connection with the COC Amendment Subsidiaries and the Transactions their fees and out-of-pocket expenses will be paid directly by Parent. The consummation of any or any other transaction undertaken in connection therewith to the extent such financial information is reasonably available to all of the Company Note Offers and its Subsidiaries. (b) Consent Solicitations shall not be a condition to Closing. If the COC Amendment is not obtained at any time prior to the date completion of the Company Note Offers and Consent Solicitations, any information should be discovered by the Company, Parent or one of their respective Subsidiaries that is five (5) Business Days prior any of the Company, Parent or any of their respective Subsidiaries reasonably believes should be set forth in an amendment or supplement to the Closing DateDebt Offer Documents, then at least two (2) Business Days prior so that the Debt Offer Documents 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 Closing Datestatements therein, in light of circumstances under which they are made, not misleading, the Company party that discovers such information shall deliver use reasonable best efforts to promptly notify the other party, and an appropriate amendment or supplement prepared by Parent fully executed copies of payoff letters (the “Payoff Letters” and each, a “Payoff Letter”), in a form and substance reasonably acceptable to Parent, from the lenders, describing such information shall be disseminated by or the administrative agent (or similar Person) on behalf of the lenders, under Parent to the Company Credit Agreement and the B&M Note, as applicable. Such Payoff Letters shall (a) confirm the aggregate outstanding amount required to be paid to fully satisfy all principal, interest, prepayment premiums, penalties, breakage costs or any other outstanding and unpaid Indebtedness and other obligations under the Company Credit Agreement and B&M Note, as applicable, as holders of the anticipated Closing Date applicable Convertible Notes (which supplement or amendment and dissemination may, at the daily accrual reasonable direction of interest thereafter) (the “Payoff Amount”)Parent, (b) contain payment instructions, (c) state that, upon receipt of the Payoff Amount in accordance with such Payoff Letters, such Indebtedness and all if related loan documents shall be discharged and terminated, (d) provide that all Encumbrances (including mortgages) and guarantees in connection with such Indebtedness relating to the assets or properties information of the Company or any of its Subsidiaries under take the form of a filing of a Current Report on Form 8-K); provided that Parent shall provide a copy of such Indebtedness shall be released and terminated upon payment of the Payoff Amount on the Closing Date and (e) provide for the return of all possessory collateral (if any) in connection with such Indebtedness (amendment or supplement to the extent reasonably practicable, Company a reasonable period of time in advance of such dissemination to allow for Company and its counsel to review and comment on the Closing Date). Notwithstanding the foregoing, it is agreed such amendment or supplement (and understood that (i) no such Indebtedness and/or other obligations under the Company Credit Agreement or B&M Note shall be required to be paid or otherwise satisfied pursuant to the Payoff Letters prior to the Closing, and (ii) prior to or substantially concurrent with the Closing, Parent shall pay consider in good faith and satisfy the outstanding Indebtedness under the Company Credit Agreement and B&M Note as set forth in the applicable Payoff Letter at Parent’s sole cost and expense. (c) The Company shall deliver to Parent at least two (2) Business Days prior to the Closing Date copies of release letters with respect to the Specified Debt Agreements in customary form reasonably satisfactory to Parent, which release letters shall evidence the satisfaction, release and discharge of accept all Indebtedness and other obligations reasonable comments of the Company and each of its Subsidiaries under counsel thereon). (e) As promptly as practical on or after the Specified Debt Agreements Free Trade Date (as defined in the Convertible Notes Indenture) and in any related loan documents and, to event no later than the extent any obligations of any Person thereunder are secured by an Encumbrance on any assets or property of De-Legending Deadline Date (as defined in the Company or any of its Subsidiaries, a statement by the holders of the Indebtedness under the Specified Debt Agreements (or an agent or other representative on their behalf) that such Encumbrances have been released. Prior to the ClosingConvertible Notes Indenture), the Company shall have obtained documents remove the Restrictive Notes Legend (including as defined in the Convertible Notes Indenture), or cause to be deemed removed the Restrictive Notes Legend, from the Convertible Notes, and cause such Convertible Notes to be assigned an authorization for the Company and its designees to file Uniform Commercial Code termination statementsunrestricted CUSIP number as a result thereof, executed terminations and releases of outstanding Encumbrances on the assets or property of the Company or any of its Subsidiaries created in connection with the Specified Debt Agreements) as are reasonably necessary to evidence the release of such Encumbrances each case, in accordance with such release lettersthe terms of the Convertible Notes Indenture.