Common use of Treatment of Company Indebtedness Clause in Contracts

Treatment of Company Indebtedness. (a) If requested by Buyer in writing, Company shall, and shall cause its Subsidiaries to, deliver all notices and other documents reasonably requested by Buyer that are required to cause and evidence the termination of all commitments outstanding under the Company Credit Agreement, the repayment in full of all obligations, if any, outstanding thereunder, the release of all Liens, if any, securing such obligations, and the release of all guarantees in connection therewith on the Closing Date as of the Effective Time (such notices, documents, termination, repayment and releases, the “Credit Facility Terminations”). In furtherance and not in limitation of the foregoing, Company shall, and shall cause its Subsidiaries to, use reasonable best efforts to deliver to Buyer prior to the Closing Date an executed payoff letter with respect to the Company Credit Agreement (a “Payoff Letter”), which Payoff Letter shall include the payoff amount and provide that all Liens (and guarantees), if any, granted in connection therewith relating to the assets, rights and properties of Company and its Subsidiaries securing such indebtedness and any other obligations secured thereby, shall, upon the payment of the amount set forth in the Payoff Letter on the Closing Date as of the Effective Time, be released and terminated. Notwithstanding anything herein to the contrary, in no event shall this Section 5.23 require Company or any of its Subsidiaries to cause the Credit Facility Terminations to be effective unless and until the Effective Time has occurred and Buyer has provided or caused to be provided to Company or its Subsidiaries funds (or Buyer has directed Company or any of its Subsidiaries to use funds on their balance sheet) to pay in full the then-outstanding principal amount, and accrued and unpaid interest and fees outstanding, under the Company Credit Agreement. (b) If requested by the Buyer in writing, to the extent Buyer elects to prepay, redeem, terminate or otherwise discharge any of Company’s Senior Notes, at or after the Effective Time, including in connection with an exchange offer pursuant to which the consideration for the Senior Notes will include new securities to be issued by Buyer and/or one or more of Buyer’s Subsidiaries, Company shall, and shall cause its Subsidiaries to, use its reasonable best efforts to assist Buyer, at Buyer’s request and expense, in (x) facilitating and instructing the Trustee to cooperate with the discharge of the Senior Notes at the Closing, if applicable and (y) delivering or instructing the Trustee to deliver applicable redemption notices, provided that any such notices shall (i) comply with applicable Law and with the Senior Notes Indenture, (ii) to the extent any such documentation is delivered before the Closing, expressly provide that any refinancing of the Senior Notes shall be conditioned on the occurrence of the Closing, and (iii) otherwise be in form and substance reasonably satisfactory to each of Company and Buyer.

Treatment of Company Indebtedness. (a) If requested by Buyer in writing, Company shall, and shall cause its Subsidiaries to, deliver all notices and other documents reasonably requested by Buyer that are required to cause and evidence the termination Upon request of all commitments outstanding under the Company Credit AgreementParent, the repayment in full of all obligations, if any, outstanding thereunder, the release of all Liens, if any, securing such obligations, and the release of all guarantees in connection therewith on the Closing Date as of the Effective Time (such notices, documents, termination, repayment and releases, the “Credit Facility Terminations”). In furtherance and not in limitation of the foregoing, Company shall, and shall cause its Subsidiaries to, use reasonable best efforts to deliver to Buyer prior to the Closing Date an executed payoff letter with respect to the Company Credit Agreement (a “Payoff Letter”), which Payoff Letter shall include the payoff amount and provide that all Liens (and guarantees), if any, granted in connection therewith relating to the assets, rights and properties of Company and its Subsidiaries securing shall use its commercially reasonable efforts to take any actions reasonably requested by Parent that are necessary to facilitate the payoff (to the extent permitted by the terms of the applicable instrument) by Parent of the Indebtedness pursuant to (a) the Second Amended and Restated Credit Agreement, by and among JMP Group Inc., the lenders party thereto and City National Bank, as administrative agent, dated as of April 30, 2014, as amended, (b) the Revolving Note and Cash Subordination Agreement, by and between City National Bank and JMP Securities LLC, dated as of April 8, 2011, as amended, (c) the Indenture between JMP Group Inc. and U.S. Bank National Association, as trustee, dated as of January 24, 2013, as supplemented, and (d) the Indenture between the Company and U.S. Bank National Association, as trustee, dated as of September 26, 2019, as supplemented, including by obtaining a payoff letter in customary form and substance from the agent or other applicable party under each such indebtedness debt instrument (and any other obligations secured therebydelivering a draft of each such payoff letter to Parent not less than two (2) Business Days prior to the Closing) setting forth (i) the amount that must be paid in satisfaction or discharge of the applicable indebtedness, shall, (ii) wire instructions for payment and (iii) assurances that upon the payment of the amount set forth amounts specified therein, all outstanding indebtedness, liabilities or other obligations of the Company and its Subsidiaries under such debt instrument (other than contingent obligations for which no demand has been made and other liabilities which by their terms survive the termination of the applicable agreements) shall have been paid and discharged in full and that any and all Liens securing such obligations shall be released, together with any termination statements on Form UCC-3 or other releases reasonably necessary to evidence the Payoff Letter satisfaction and release of any Liens on the Closing Date as assets of the Effective Time, be released and terminated. Notwithstanding anything herein to the contrary, in no event shall this Section 5.23 require Company or any of its Subsidiaries to cause the Credit Facility Terminations to be effective unless and until the Effective Time has occurred and Buyer has provided or caused to be provided to Company or its Subsidiaries arising in connection therewith; it being understood that Parent shall provide all funds required (or Buyer has directed Company or any of its Subsidiaries to shall use funds on their balance sheetof the Surviving Company) to pay in full the then-outstanding principal amount, actually effect such payoff and accrued and unpaid interest and fees outstanding, under the Company Credit Agreementtermination. (b) If requested by the Buyer in writing, to the extent Buyer elects to prepay, redeem, terminate or otherwise discharge any of Company’s Senior Notes, at or after the Effective Time, including in connection with an exchange offer pursuant to which the consideration for the Senior Notes will include new securities to be issued by Buyer and/or one or more of Buyer’s Subsidiaries, Company shall, and shall cause its Subsidiaries to, use its reasonable best efforts to assist Buyer, at Buyer’s request and expense, in (x) facilitating and instructing the Trustee to cooperate with the discharge of the Senior Notes at the Closing, if applicable and (y) delivering or instructing the Trustee to deliver applicable redemption notices, provided that any such notices shall (i) comply with applicable Law and with the Senior Notes Indenture, (ii) to the extent any such documentation is delivered before the Closing, expressly provide that any refinancing of the Senior Notes shall be conditioned on the occurrence of the Closing, and (iii) otherwise be in form and substance reasonably satisfactory to each of Company and Buyer.

Treatment of Company Indebtedness. (ai) If The Company shall, and shall cause its Subsidiaries to, use commercially reasonable efforts to, as soon as reasonably practicable after (and not prior to) the receipt of a written request from Parent to do so, on the terms and conditions specified by Parent and in compliance with all applicable terms and conditions of the Existing Term Loan or Existing Note Purchase Agreement, as applicable, (A) seek an amendment or amendments to the Existing Note Purchase Agreement to enable the entry into payoff documentation providing for the conditional discharge and termination of, or pursue any other approach chosen by Parent to the defeasance, satisfaction and discharge, constructive satisfaction and discharge, refinancing, repayment, repurchase, redemption, termination, amendment, guarantee or other treatment of, the Existing Note Purchase Agreement, 2017 Private Placement Notes and 2020 Private Placement Notes upon the occurrence of the Closing (any transaction pursuant to this clause (A), a “Note Purchase Agreement Transaction”) and (B) seek an amendment or amendments to the Existing Term Loan to permit the Mergers and the other transactions contemplated by this Agreement, including the Debt Financing, or pursue any other approach chosen by Parent to the defeasance, satisfaction and discharge, constructive satisfaction and discharge, refinancing, repayment, repurchase, redemption, termination, amendment, guarantee or other treatment of the Existing Term Loan (any transaction pursuant to this clause (B), a “Term Loan Transaction”). Parent will be permitted to commence and conduct offers to purchase or exchange, and conduct consent solicitations with respect to, any or all of the outstanding Senior Notes on such terms and conditions, including pricing terms and amendments to the terms and provisions of the Existing Senior Notes Indenture, that are specified, from time to time, by Parent (each, a “Debt Offer” and collectively, the “Debt Offers”) and which are permitted by the terms of such Senior Notes, the Existing Senior Notes Indenture and applicable Law, including SEC rules and regulations; provided, that any such Debt Offer shall be consummated substantially simultaneously with or after the Closing using funds provided by Parent (the Note Purchase Agreement Transactions, Term Loan Transactions and Debt Offers, collectively the “Debt Transactions”). The Company shall not be required to take any action in respect of any Debt Transaction, or to execute or deliver any document in connection therewith, until Parent shall have provided the Company with the necessary documentation (including any reasonably requested indemnification) required in connection with such Debt Transaction that shall comply with the requirements of this clause (e) and otherwise be in a form reasonably satisfactory to the Company (collectively, the “Debt Transaction Documents”). Parent will consult with the Company regarding the timing of any Debt Offer conducted by the Company in light of the regular financial reporting schedule of the Company and the requirements of applicable Law. The Company shall use commercially reasonable efforts to, and shall cause its Subsidiaries to use commercially reasonable efforts to, cause their respective Representatives to provide cooperation and assistance reasonably requested by Buyer Parent in writingconnection with the Debt Transactions (including (i) taking all corporate action reasonably necessary to authorize the execution and delivery of any Debt Transaction Documents to be entered into prior to Closing (such corporate action, execution and delivery not to be unreasonably withheld, delayed or conditioned), (ii) delivering any certificate, document or instrument reasonably required by the Depository Trust Company or any dealer manager, solicitation agent, information agent, depositary or other agent retained in connection with any consent solicitation that is part of any Debt Offer, and (iii) to the extent required by the policies or procedures of the Depository Trust Company in connection with any consent solicitation that is part of any Debt Offer, the Company conducting any such consent solicitation); provided, that (1) such cooperation does not unreasonably interfere with the operations of the Company and its Subsidiaries, (2) the effectiveness of any such Debt Transaction with respect to the Existing Term Loan and the closing of any such Debt Transaction with respect to the 2017 Private Placement Notes, 2020 Private Placement Notes or any of the Senior Notes shall be expressly conditioned on the Closing, (3) the Company and its Subsidiaries shall not be required in connection with any Debt Transaction to pay any fees or reimburse any expenses prior to the Closing for which it has, upon written request to Parent, not received prior reimbursement by or on behalf of Parent, and (4) such Debt Transaction shall be conducted in compliance with applicable Law, including applicable SEC rules and regulations, and the terms and conditions of the Existing Note Purchase Agreement, the Existing Term Loan or the Existing Senior Notes Indenture, as applicable. It is understood and agreed that a failure to obtain the amendments or consummate any offer or consent solicitation contemplated by the Debt Transactions (as described above) shall not constitute a failure by the Company to satisfy its obligations under this Section 8.05(e). (ii) Following the commencement of any Debt Transaction, the Company shall not, and shall cause its Subsidiaries not to, make any change to the terms and conditions of such Debt Transaction, unless such change is previously approved by Parent in writing (such consent not to be unreasonably withheld or delayed) or required by applicable Law or the terms and conditions of the Existing Note Purchase Agreement, Existing Term Loan or the Existing Senior Notes Indenture, as applicable. The Company shall, and shall cause its Subsidiaries to, waive any of the conditions to such Debt Transaction (other than that the Closing shall have occurred and that there shall be no Law, injunction or other legal restraint prohibiting such waiver or consummation of such Debt Transaction) as may be reasonably requested by Parent and shall not, without the written consent of Parent, waive any condition to such Debt Transaction other than as agreed in writing between Parent and the Company. (iii) Parent shall keep the Company reasonably informed, on a reasonably current basis, as to the status of communications with the holders of the 2017 Private Placement Notes, 2020 Private Placement Notes, Senior Notes or the agent or lenders under the Existing Term Loan in connection with any Debt Transaction. (iv) The Company shall, and shall cause its Subsidiaries to, deliver all notices and take all other documents reasonably requested by Buyer that are required actions to cause and evidence facilitate the termination at the Effective Time of all commitments outstanding under in respect of the Company Credit AgreementFacilities and any other indebtedness of the Company to be paid off, discharged and terminated on the Closing Date, the repayment in full on the Closing Date of all obligations, if any, outstanding obligations in respect of the indebtedness thereunder, the release of all Liens, if any, securing such obligations, and the release of all guarantees in connection therewith on the Closing Date as of the Effective Time (any Liens securing such notices, documents, termination, repayment indebtedness and releases, the “Credit Facility Terminations”)guarantees in connection therewith. In furtherance and not in limitation of the foregoing, the Company shall, and shall cause its Subsidiaries to, shall use commercially reasonable best efforts to deliver to Buyer Parent (x) at least ten (10) Business Days prior to the Closing Date an executed Date, a draft payoff letter with respect to the Company Credit Agreement Facilities and any other indebtedness of the Company to be paid off, discharged and terminated on the Closing Date and (a y) at least three (3) Business Days prior to the Closing Date, an executed payoff letter with respect to each of the Company Credit Facilities (the “Payoff LetterLetters”)) and any other indebtedness of the Company to be paid off, discharged and terminated on the Closing Date, in each case in form and substance customary for transactions of this type, from the applicable agent on behalf of the Persons to whom such indebtedness is owed, which Payoff Letter shall Letters together with any related release documentation shall, among other things, include the payoff amount and provide that all Liens (and guarantees), if any, granted in connection therewith with the Company Credit Facilities or any other indebtedness of the Company to be paid off, discharged and terminated on the Closing Date relating to the assets, rights and properties of the Company and its Subsidiaries securing or relating to such indebtedness and any other obligations secured therebyindebtedness, shall, upon the payment of the amount set forth in the applicable Payoff Letter on the Closing Date as of at or prior to the Effective Time, be released and terminated. Notwithstanding anything herein The obligations of the Company pursuant to the contrary, in no event shall this Section 5.23 require Company 8.05(e)(iv) shall be subject to Parent providing or any of its Subsidiaries to cause the Credit Facility Terminations to be effective unless and until the Effective Time has occurred and Buyer has provided or caused causing to be provided all funds required to effect all such repayments at or prior to the Effective Time. For purposes of this Section 8.05(e)(iv), upon the receipt of a written notice from Parent to the Company or its Subsidiaries funds at least fifteen (or Buyer has directed Company or any 15) Business Days prior to the Closing Date, the Existing Term Loan shall be deemed one of its Subsidiaries to use funds on their balance sheet) to pay in full the then-outstanding principal amount, and accrued and unpaid interest and fees outstanding, under the Company Credit AgreementFacilities. (b) If requested by the Buyer in writing, to the extent Buyer elects to prepay, redeem, terminate or otherwise discharge any of Company’s Senior Notes, at or after the Effective Time, including in connection with an exchange offer pursuant to which the consideration for the Senior Notes will include new securities to be issued by Buyer and/or one or more of Buyer’s Subsidiaries, Company shall, and shall cause its Subsidiaries to, use its reasonable best efforts to assist Buyer, at Buyer’s request and expense, in (x) facilitating and instructing the Trustee to cooperate with the discharge of the Senior Notes at the Closing, if applicable and (y) delivering or instructing the Trustee to deliver applicable redemption notices, provided that any such notices shall (i) comply with applicable Law and with the Senior Notes Indenture, (ii) to the extent any such documentation is delivered before the Closing, expressly provide that any refinancing of the Senior Notes shall be conditioned on the occurrence of the Closing, and (iii) otherwise be in form and substance reasonably satisfactory to each of Company and Buyer.

Treatment of Company Indebtedness. (a) If requested by Buyer The Company shall, as soon as reasonably practicable after Parent so requests in writing, Company shallissue, and shall cause its Subsidiaries to, deliver all notices and other documents reasonably requested by Buyer that are required to cause and evidence the termination of all commitments outstanding under the Company Credit Agreement, the repayment in full of all obligations, if any, outstanding thereunder, the release of all Liens, if any, securing such obligations, and the release of all guarantees in connection therewith on the Closing Date as of the Effective Time (such notices, documents, termination, repayment and releases, the “Credit Facility Terminations”). In furtherance and not in limitation of the foregoing, Company shall, and shall cause its Subsidiaries to, use reasonable best efforts to deliver to Buyer prior to the Closing Date an executed payoff letter with respect to the Company Credit Agreement (a “Payoff Letter”), which Payoff Letter shall include the payoff amount and provide that all Liens (and guarantees), if any, granted in connection therewith relating to the assets, rights and properties of Company and its Subsidiaries securing such indebtedness and any other obligations secured thereby, shall, upon the payment of the amount set forth in the Payoff Letter on the Closing Date as of the Effective Time, be released and terminated. Notwithstanding anything herein to the contrary, in no event shall this Section 5.23 require Company or any of its Subsidiaries to cause the Credit Facility Terminations to be effective unless and until the Effective Time has occurred and Buyer has provided or caused to be provided to Company or its Subsidiaries funds (or Buyer has directed Company or any of its Subsidiaries to use funds on their balance sheet) to pay in full the then-outstanding principal amount, and accrued and unpaid interest and fees outstanding, under the Company Credit Agreement. (b) If requested by the Buyer in writing, to the extent Buyer elects to prepay, redeem, terminate or otherwise discharge any of Company’s Senior Notes, at or after the Effective Time, including in connection with an exchange offer pursuant to which the consideration for the Senior Notes will include new securities to be issued by Buyer and/or one or more of Buyer’s Subsidiaries, Company shall, and shall cause its Subsidiaries to, use its reasonable best efforts to assist Buyer, at Buyer’s request and expense, in (x) facilitating and instructing cause the Trustee (as defined below) to cooperate issue, a notice of optional redemption for some or all (which amount shall be specified in Parent’s written request) of the outstanding aggregate principal amount of VWR Funding, Inc.’s 4.625% Senior Notes due 2022 (the “Existing Notes”), to the extent permitted by and pursuant to the requisite provisions of the indenture (the “Indenture”) governing the Existing Notes, dated as of March 25, 2015, among VWR Funding, Inc., the guarantors party thereto, Law Debenture Trust Company of New York, as trustee (the “Trustee”), Deutsche Bank AG, London Branch, as paying agent (the “Notes Paying Agent”) and Deutsche Bank Luxembourg S.A., as registrar and transfer agent; provided that such notice of optional redemption shall be conditioned upon one or more conditions precedent, including, but not limited to, the occurrence of the Merger Closing. The Company shall provide Parent with a reasonable opportunity to review and comment on drafts of the definitive documentation for any such redemption. The Company agrees to assist Parent upon reasonable request in making arrangements for redemption, defeasance, satisfaction and/or discharge of the Senior Existing Notes at pursuant to the Closing, if applicable Indenture and (y) delivering or instructing shall timely provide the Trustee with such officers’ certificates, legal opinions and other documentation required by the Indenture or reasonably requested by the Trustee in connection therewith. On or prior to deliver any applicable redemption noticesdate, or if applicable, date of satisfaction and discharge, Parent shall deposit or cause to be deposited funds with the Trustee sufficient to effect such redemption and/or satisfaction and discharge, as applicable, as required pursuant to the terms of the Indenture (and in the event of any delay of the anticipated Effective Time, Parent shall deposit additional funds with the Trustee sufficient to satisfy such redemption, satisfaction, discharge and/or defeasance, as applicable, as required pursuant to the terms of the Indenture); provided that the release of any such notices funds shall be subject to the occurrence of the Effective Time. Parent shall promptly, upon request by the Company, reimburse the Company for all out-of-pocket costs and expenses (iincluding attorneys’ fees) comply incurred by the Company or any of the Company Subsidiaries, as applicable, in connection with applicable Law this Section 5.16(a). (b) Parent shall indemnify and hold harmless the Company and the Company Subsidiaries and their respective Representatives from and against any and all liabilities and damages suffered or incurred by them in connection with the Senior Notes Indentureany actions taken pursuant to this Section 5.16; provided, (ii) however, that Parent shall not have any obligation to indemnify and hold harmless any such party or person to the extent any such documentation is delivered before liabilities or damages suffered or incurred arose out of or result from the Closing, expressly provide that any refinancing fraud or intentional misrepresentation of the Senior Notes shall be conditioned on Company, the occurrence of the Closing, Company Subsidiaries or their respective affiliates and (iii) otherwise be in form and substance reasonably satisfactory to each of Company and BuyerRepresentatives.

Treatment of Company Indebtedness. (a) If The Company and Parent shall cooperate with each other with respect to customary actions for transactions of this type that are reasonably requested by Buyer 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 writingconnection with the Merger; provided that (i) none of the Company, its Subsidiaries or their representatives shall be required to execute or deliver, or agree to any change or modification of, any agreement that is effective prior to the Closing or that would be effective if the Closing does not occur, or deliver or cause to be delivered any opinion of counsel in connection therewith and (ii) Parent shall provide a customary indemnity in connection therewith. Without limiting the foregoing, the Company shallshall use reasonable best efforts, and shall cause its applicable Subsidiaries toto use commercially reasonable efforts, deliver all notices and other documents reasonably requested by Buyer that are required to cause and evidence the termination of all commitments outstanding under the Company Credit Agreement, the repayment in full of all obligations, if any, outstanding thereunder, the release of all Liens, if any, securing such obligations, and the release of all guarantees in connection therewith on the Closing Date as of the Effective Time (such notices, documents, termination, repayment and releases, the “Credit Facility Terminations”). In furtherance and not in limitation of the foregoing, Company shall, and shall cause its Subsidiaries to, use reasonable best efforts to deliver to Buyer Parent at least three (3) Business Days prior to the Closing Date an executed a copy of a payoff letter (subject to the delivery of funds as arranged by Parent) with respect to the Company Credit Agreement (a the “Subject Indebtedness”) in customary form, which payoff letter shall (i) indicate the total amount required to be paid to fully satisfy all principal, interest, prepayment premiums, penalties, breakage costs and any other monetary obligations then due and payable under the Subject Indebtedness as of the anticipated Closing Date (and the daily accrual thereafter) (the “Payoff LetterAmount”), which (ii) state that upon receipt of the Payoff Letter Amount under such payoff letter, the Subject Indebtedness and all related loan documents shall include the payoff amount be terminated and (iii) provide that all Liens (and guarantees), if any, granted guarantees in connection therewith with the Subject Indebtedness relating to the assets, rights assets and properties of Company and its Subsidiaries securing such indebtedness and any other obligations secured thereby, shall, upon the payment of the amount set forth in the Payoff Letter on the Closing Date as of the Effective Time, be released and terminated. Notwithstanding anything herein to the contrary, in no event shall this Section 5.23 require Company or any of its Subsidiaries to cause securing the Credit Facility Terminations to be effective unless and until the Effective Time has occurred and Buyer has provided or caused to be provided to Company or its Subsidiaries funds (or Buyer has directed Company or any of its Subsidiaries to use funds on their balance sheet) to pay in full the then-outstanding principal amount, and accrued and unpaid interest and fees outstanding, obligations under the Company Credit Agreement. (b) If requested by the Buyer in writing, to the extent Buyer elects to prepay, redeem, terminate or otherwise discharge any of Company’s Senior Notes, at or after the Effective Time, including in connection with an exchange offer pursuant to which the consideration for the Senior Notes will include new securities to Subject Indebtedness shall be issued by Buyer and/or one or more of Buyer’s Subsidiaries, Company shall, released and shall cause its Subsidiaries to, use its reasonable best efforts to assist Buyer, at Buyer’s request and expense, in (x) facilitating and instructing the Trustee to cooperate with the discharge terminated upon payment of the Senior Notes at the Closing, if applicable and (y) delivering or instructing the Trustee to deliver applicable redemption notices, provided that any such notices shall (i) comply with applicable Law and with the Senior Notes Indenture, (ii) to the extent any such documentation is delivered before the Closing, expressly provide that any refinancing of the Senior Notes shall be conditioned Payoff Amount on the occurrence of the Closing, and (iii) otherwise be in form and substance reasonably satisfactory to each of Company and BuyerClosing Date.

Treatment of Company Indebtedness. (a) If requested by Buyer in writing, The Company shall, and shall cause its applicable Subsidiaries to, deliver all notices to Parent prior to the Closing Date (and other documents shall use best efforts to deliver to Parent at least three (3) Business Days prior to the Closing Date) (with drafts being delivered in advance as reasonably requested by Buyer that are Parent) (a) copies of payoff letters (subject to the delivery of funds as arranged by Parent) with respect to the Credit Agreement (the “Subject Indebtedness”) in customary form reasonably satisfactory to Parent, which payoff letters shall each (i) indicate the total amount required to cause be paid to fully satisfy all principal, interest, fees, prepayment premiums, termination costs, penalties, breakage costs and evidence any other monetary obligations then due and payable under the Subject Indebtedness as of the anticipated Closing Date (and the daily accrual thereafter) (the “Payoff Amount”), (ii) state that upon receipt of the Payoff Amount under such payoff letter, the Subject Indebtedness and all related loan documents shall be terminated (other than provisions that customarily survive) and (iii) provide that all Encumbrances and guarantees in connection with the Subject Indebtedness relating to the assets and properties of the Company or its Subsidiaries securing the obligations under the Subject Indebtedness shall be released and terminated upon payment of the Payoff Amount on the Closing Date and (b) all customary lien release documentation relating to the repayment, prepayment, redemption, discharge or termination of all commitments outstanding obligations under the Company Credit Agreement, the repayment in full of all obligations, if any, outstanding thereunder, the release of all Liens, if any, securing such obligations, Subject Indebtedness and the release of all related pledges, security interests and guarantees in connection therewith with respect to the Subject Indebtedness (including any mortgage releases and termination statements on the Closing Date as of the Effective Time (such notices, documents, termination, repayment and Form UCC-3 or other releases, the “Credit Facility Terminations”). In furtherance and not in limitation of the foregoing, The Company shall, and shall cause its applicable Subsidiaries to, use reasonable best efforts to deliver to Buyer prior to the Closing Date an executed payoff letter with respect to the Company Credit Agreement (a “Payoff Letter”), which Payoff Letter shall include the payoff amount and provide that all Liens (and guarantees), if any, granted in connection therewith relating to the assets, rights and properties of Company and its Subsidiaries securing such indebtedness and any other obligations secured thereby, shall, upon the payment of the amount set forth in the Payoff Letter on the Closing Date as of the Effective Time, be released and terminated. Notwithstanding anything herein to the contrary, in no event shall this Section 5.23 require Company or any of its Subsidiaries to cause the Credit Facility Terminations to be effective unless and until the Effective Time has occurred and Buyer has provided or caused to be provided to Company or its Subsidiaries funds (or Buyer has directed Company or any of its Subsidiaries to use funds on their balance sheet) to pay in full the then-outstanding principal amount, and accrued and unpaid interest and fees outstanding, under the Company Credit Agreement. (b) If cooperation reasonably requested by the Buyer in writing, to the extent Buyer elects to prepay, redeem, terminate or otherwise discharge any of Company’s Senior Notes, at or after the Effective Time, including Parent in connection with an exchange offer pursuant to which the consideration for treatment of any existing letters of credit (including the Senior Notes will include new securities to be issued by Buyer and/or one replacement, backstop or more of Buyer’s Subsidiaries, Company shall, and shall cause its Subsidiaries to, use its reasonable best efforts to assist Buyer, at Buyer’s request and expense, in (x) facilitating and instructing the Trustee to cooperate with the discharge of the Senior Notes at the Closing, if applicable and (y) delivering or instructing the Trustee to deliver applicable redemption notices, provided that any such notices shall (i) comply with applicable Law and with the Senior Notes Indenture, (ii) to the extent any such documentation is delivered before the Closing, expressly provide that any refinancing of the Senior Notes shall be conditioned on the occurrence of the Closing, and (iii) otherwise be in form and substance reasonably satisfactory to each of Company and Buyercash collateralization thereof).

Treatment of Company Indebtedness. (a) If requested by Buyer in writingThe Company shall use, Company shall, and or shall cause its Subsidiaries toapplicable subsidiaries to use, deliver all notices commercially reasonable efforts to arrange for customary payoff letters and other documents reasonably requested by Buyer that are required to cause instruments of discharge providing for the payoff, discharge and evidence the termination of all commitments outstanding under the Company Credit Agreement, the repayment in full of all obligations, if any, outstanding thereunder, the release of all Liens, if any, securing such obligations, and the release of all guarantees in connection therewith on the Closing Date as of all then-outstanding indebtedness of the Effective Time Credit Facility (such notices, documents, termination, repayment and releases, the “Credit Facility TerminationsDebt Payoff Letters”). In furtherance and not in limitation of the foregoing, Company shall, and shall cause its Subsidiaries to, use reasonable best efforts ) to deliver be delivered to Buyer Parent no later than three (3) Business Days prior to the Closing Date an executed payoff letter Date, and shall deliver, or cause its applicable subsidiaries to deliver the Debt Payoff Letters in accordance with the terms of the Credit Facility to the holders of such indebtedness (provided that such prepayment and termination notices may be conditional on the occurrence of the Closing). (i) Parent will be permitted to commence and conduct, in accordance with the terms of the applicable Indenture, offers to purchase, including any “Change of Control Offer” (as such term is defined in the applicable Indenture), or any exchange offer, and to conduct consent solicitations, if any (each, a “Debt Offer” and collectively, the “Debt Offers”), with respect to any or all of the outstanding aggregate principal amount of each series of the Company’s senior unsecured notes (the “Notes”) identified by Parent to the Company Credit Agreement (a “Payoff Letter”)in writing prior to, which Payoff Letter on, or after the date hereof on terms that are acceptable to Parent; provided, that any such Debt Offer is consummated substantially simultaneously with or after the Closing using funds provided by Parent. Parent shall include not be permitted to commence any applicable Debt Offer until Parent shall have provided the payoff amount and provide that all Liens (and guarantees)Company with the necessary offer to purchase, if any, granted letter of transmittal or other related documents in connection therewith relating with the Debt Offer (collectively, the “Debt Offer Documents”) a reasonable period of time in advance of commencing the applicable Debt Offer to allow the assets, rights and properties of Company and its Subsidiaries securing counsel to review and comment on such indebtedness Debt Offer Documents. Parent will reasonably consult with the Company regarding the timing and commencement of any Debt Offer and any other obligations secured thereby, shall, upon the payment tender deadlines. The closing of the amount set forth in the Payoff Letter on the Closing Date as of the Effective Time, be released and terminated. Notwithstanding anything herein to the contrary, in no event shall this Section 5.23 require Company or any of its Subsidiaries to cause the Credit Facility Terminations to be effective unless and until the Effective Time has occurred and Buyer has provided or caused to be provided to Company or its Subsidiaries funds (or Buyer has directed Company or any of its Subsidiaries to use funds on their balance sheet) to pay in full the then-outstanding principal amount, and accrued and unpaid interest and fees outstanding, under the Company Credit Agreement. (b) If requested by the Buyer in writing, to the extent Buyer elects to prepay, redeem, terminate or otherwise discharge any of Company’s Senior Notes, at or after the Effective Time, including in connection with an exchange offer pursuant to which the consideration for the Senior Notes will include new securities to be issued by Buyer and/or one or more of Buyer’s Subsidiaries, Company shall, and shall cause its Subsidiaries to, use its reasonable best efforts to assist Buyer, at Buyer’s request and expense, in (x) facilitating and instructing the Trustee to cooperate with the discharge of the Senior Notes at the Closing, if applicable and (y) delivering or instructing the Trustee to deliver applicable redemption notices, provided that any such notices shall (i) comply with applicable Law and with the Senior Notes Indenture, (ii) to the extent any such documentation is delivered before the Closing, expressly provide that any refinancing of the Senior Notes Debt Offers shall be expressly conditioned on the occurrence of the Closing, and the Parties shall use reasonable best efforts to cause the Debt Offers to close on the Closing Date; provided, that the consummation of a Debt Offer with respect to any series of Notes shall not be a condition to Closing. The Debt Offers shall be conducted in compliance with the applicable Indenture and applicable Law, including SEC rules and regulations, and the Company shall not be required to cooperate with respect to any Debt Offer that is not in compliance with the applicable Indenture and applicable Laws. Parent hereby covenants and agrees to provide (or to cause to be provided) immediately available funds to the Company for the full payment at the Effective Time of all Notes properly tendered and not withdrawn and any related consent payments to the extent required pursuant to the terms of the applicable Debt Offer. The Company shall, and shall cause its subsidiaries to, and shall use reasonable best efforts to cause their respective Representatives to, provide all reasonable cooperation reasonably requested by Parent in connection with the Debt Offer; provided, that nothing herein shall (x) require such cooperation to the extent it would unreasonably interfere with the business or operations of the Company and its subsidiaries, (y) require the Company or any of its subsidiaries to pay any fees or incur any other liability or obligation in connection with the Debt Offer or be required to bear any cost or expense or to pay any commitment or other similar fee or make any other payment or agree to provide any indemnity in connection with the Debt Offer or (z) require the Company or its counsel to provide any negative assurance letter with respect to any Debt Offer. (ii) Subject to the receipt of the requisite consents, the Company shall execute a supplemental indenture to the indentures governing each series of Notes in accordance with the applicable indenture and identified by Parent to the Company in writing prior to, on, or after the date hereof (each, an “Indenture”), amending the terms and provisions of each such Indenture as described in the Debt Offer Documents as reasonably requested by Parent, which supplemental indenture shall become operative no earlier than the Effective Time, and shall use reasonable best efforts to cause the trustee under each such Indenture to enter into such supplemental indenture prior to or substantially simultaneously with the Closing; provided, however, that in no event shall the Company or any of its officers, directors or other Representatives have any obligation to authorize, adopt or execute any amendments or other agreement that would become effective prior to the Effective Time. The Company shall, and shall cause its subsidiaries to, and shall use reasonable best efforts to cause their respective Representatives to, provide all cooperation reasonably requested by Parent in connection with the execution of supplemental indentures; provided, that nothing herein shall require the Company or any of its subsidiaries to pay any fees or incur any other liability or obligation in connection with the Debt Offer or be required to bear any cost or expense or to pay any commitment or other similar fee or make any other payment or agree to provide any indemnity in connection with the Debt Offer. If requested by Parent, the Company’s counsel shall provide all customary legal opinions required in connection with the transactions contemplated by this Section 6.11 to the extent such legal opinion is required to be delivered prior to the Closing Date. Notwithstanding the foregoing, in no event shall the Company or its legal counsel be required to give an opinion with respect to a Debt Offer that in the opinion of the Company or its legal counsel does not comply with applicable Laws or the applicable Indenture, or an opinion with respect to financing by the Parent. (iii) otherwise If requested by Parent in writing, in lieu of Parent commencing a Debt Offer for any series of Notes, the Company shall use its commercially reasonable efforts, to the extent permitted by such series of Notes and the applicable Indenture, to (A) substantially simultaneously with the Effective Time, issue a notice of optional redemption for all of the outstanding aggregate principal amount of such series of Notes, pursuant to the redemption provisions of the applicable Indenture and (B) take any other actions at and after the Effective Time reasonably requested by Parent to facilitate the satisfaction and discharge of such series of Notes pursuant to the satisfaction and discharge provisions of the applicable Indenture and the other provisions of such Indenture applicable thereto; provided, that prior to the Company’s being required to take any of the actions described in clauses (A) and (B) above, Parent shall have, or shall have caused to be, deposited with the trustee under the applicable Indenture sufficient funds to effect such redemption and satisfaction and discharge. The redemption and satisfaction and discharge of any series of Notes pursuant to the preceding sentence are referred to collectively as the “Discharge” of such series of Notes. The Company shall, and shall cause its subsidiaries to, and shall use reasonable best efforts to cause their respective Representatives to, provide all reasonable cooperation reasonably requested by Parent in connection with the Discharge of any series of Notes identified to the Company by Parent in writing at any time; provided, that nothing herein shall require the Company or any of its subsidiaries to pay any fees or incur any other liability or obligation in connection with the Debt Offer or be required to bear any cost or expense or to pay any commitment or other similar fee or make any other payment or agree to provide any indemnity in form connection with the Debt Offer. (iv) Parent shall promptly, upon request by the Company, reimburse the Company following either the Closing or the termination of this Agreement for (A) all reasonable and substance reasonably satisfactory documented out-of-pocket costs (including reasonable outside attorneys’ fees and expenses) to each the extent incurred by the Company, any of the subsidiaries or their Representatives in connection with the Debt Offers or Discharge in respect of any series of Notes and (B) any out-of-pocket costs incurred by the Company, any of its subsidiaries or their Representatives to the trustee or its counsel pursuant to the applicable Indenture in connection with the Debt Offers or Discharge in respect of any series of Notes. Parent shall indemnify and hold harmless the Company and Buyerits subsidiaries and their respective Representatives from and against any and all losses suffered or incurred by them in connection with any action taken by them in connection with the performance of their respective obligations under this Section 6.11(b) (including any action taken in accordance with this Section 6.11(b)) except to the extent suffered or incurred as a result of the bad faith, gross negligence, willful misconduct or material breach of this Agreement by the Company or any of its subsidiaries or, in each case, their respective Affiliates and Representatives. (v) At the written request of Parent, prior to the retirement of any Notes pursuant to this Section 6.11(b), the Company shall negotiate the contemporaneous unwind of interest rate swaps relating to the Notes.

Treatment of Company Indebtedness. (a) If requested by Buyer in writing, The Company shall, and shall cause each of its Subsidiaries to, deliver all notices and take all other documents actions reasonably requested by Buyer the Purchaser that are required to cause and evidence facilitate in accordance with the terms thereof the termination of all commitments outstanding under the Company Existing BMO Credit AgreementFacility, the repayment in full of all obligations, if any, outstanding thereunder, the release of all Liens, if any, securing such obligations, and the release of all guarantees in connection therewith on the Closing Effective Date as of the Effective Time (such notices, documents, termination, repayment and releases, the “"Credit Facility Terminations”"). In furtherance and not in limitation of furtherance, the foregoing, Company shall, and shall cause each of its Subsidiaries to, use reasonable best efforts to deliver to Buyer the Purchaser at least three (3) Business Days prior to the Closing Date (with drafts being delivered in advance as reasonably requested by the Purchaser), an executed payoff letter (and similar instruments) with respect to the Company Existing BMO Credit Agreement Facility (a “the "Payoff Letter”") and all related release and termination documentation, in each case, in form and substance customary for transactions of this type and reasonably acceptable to the Purchaser, from the applicable agent on behalf of the Persons to whom such Indebtedness is owed (or, if there is no such agent, from the Persons to whom such Indebtedness is owed), which Payoff Letter shall together with any related release documentation shall, among other things, include the payoff amount and provide that all Liens (and guarantees), if any, granted in connection therewith relating to the assets, rights and properties of the Company and its Subsidiaries securing such indebtedness Indebtedness and any other obligations secured thereby, shall, upon the payment of the amount set forth in the Payoff Letter on the Closing Date as of the Effective TimeDate, be released and terminated. Notwithstanding anything herein to the contrary, in no event shall this Section 5.23 4.9 require the Company or any of its Subsidiaries to cause the Credit Facility Terminations to be effective unless and until the Effective Time has occurred and Buyer the Purchaser has provided or caused to be provided to the Company or its Subsidiaries funds (or Buyer has directed the Purchaser and the Company have agreed that the Company or any of its the Company's Subsidiaries to shall use funds on their balance sheetsheet at Closing for such purpose; provided that the Company shall not unreasonably withhold, condition or delay any such agreement) to pay in full the then-outstanding principal amount, and accrued and unpaid interest and fees outstanding, under the Company Credit Agreement. (b) If requested by the Buyer in writing, amounts required pursuant to the extent Buyer elects to prepay, redeem, terminate or otherwise discharge any terms of Company’s Senior Notes, at or after the Effective Time, including Payoff Letter in connection with an exchange offer pursuant to which the consideration for the Senior Notes will include new securities to be issued by Buyer and/or one or more of Buyer’s Subsidiaries, Company shall, and shall cause its Subsidiaries to, use its reasonable best efforts to assist Buyer, at Buyer’s request and expense, in (x) facilitating and instructing the Trustee to cooperate accordance with the discharge obligations of the Senior Notes at the Closing, if applicable and (y) delivering or instructing the Trustee to deliver applicable redemption notices, provided that any such notices shall (i) comply with applicable Law and with the Senior Notes Indenture, (ii) to the extent any such documentation is delivered before the Closing, expressly provide that any refinancing of the Senior Notes shall be conditioned on the occurrence of the Closing, and (iii) otherwise be in form and substance reasonably satisfactory to each of Company and BuyerPurchaser under Section 2.9.

Treatment of Company Indebtedness. (a) If requested by Buyer in writing, The Company shallshall use reasonable best efforts, and shall cause its applicable Subsidiaries to, deliver all notices and other documents reasonably requested by Buyer that are required to cause and evidence the termination of all commitments outstanding under the Company Credit Agreement, the repayment in full of all obligations, if any, outstanding thereunder, the release of all Liens, if any, securing such obligations, and the release of all guarantees in connection therewith on the Closing Date as of the Effective Time (such notices, documents, termination, repayment and releases, the “Credit Facility Terminations”). In furtherance and not in limitation of the foregoing, Company shall, and shall cause its Subsidiaries to, use reasonable best efforts efforts, to deliver to Buyer Parent at least two Business Days prior to the Closing Date an executed (with drafts being delivered in advance as reasonably requested by Parent) (a) a copy of a payoff letter (subject to the delivery of funds as arranged by Parent) with respect to the Company Credit Agreement Facility (a the Indebtedness under the Credit Facility and any related letter of credit, secured cash management agreement or secured hedge agreement, the “Subject Indebtedness”) in customary form reasonably satisfactory to Parent, which payoff letter shall (i) indicate the total amount required to be paid to fully satisfy all principal, interest, fees, prepayment premiums, termination costs, penalties, breakage costs and any other monetary obligations then due and payable under the Subject Indebtedness as of the anticipated Closing Date (and the daily accrual thereafter) (the “Payoff LetterAmount”), which (ii) state that upon receipt of the Payoff Letter Amount under such payoff letter, the Subject Indebtedness and all related loan documents shall include the payoff amount be terminated and (iii) provide that all Liens (and guarantees), if any, granted guarantees in connection therewith with the Subject Indebtedness relating to the assets, rights assets and properties of Company and its Subsidiaries securing such indebtedness and any other obligations secured thereby, shall, upon the payment of the amount set forth in the Payoff Letter on the Closing Date as of the Effective Time, be released and terminated. Notwithstanding anything herein to the contrary, in no event shall this Section 5.23 require Company or any of its Subsidiaries to cause securing the Credit Facility Terminations to be effective unless and until the Effective Time has occurred and Buyer has provided or caused to be provided to Company or its Subsidiaries funds (or Buyer has directed Company or any of its Subsidiaries to use funds on their balance sheet) to pay in full the then-outstanding principal amount, and accrued and unpaid interest and fees outstanding, obligations under the Company Credit Agreement. Subject Indebtedness shall be released and terminated upon payment of the Payoff Amount on the Closing Date and (b) If requested by the Buyer in writing, all documentation relating to the extent Buyer elects to prepay, redeem, terminate or otherwise discharge any release of Company’s Senior Notes, at or after the Effective Time, including in connection all related Liens and guarantees with an exchange offer pursuant to which the consideration for the Senior Notes will include new securities to be issued by Buyer and/or one or more of Buyer’s Subsidiaries, Company shall, and shall cause its Subsidiaries to, use its reasonable best efforts to assist Buyer, at Buyer’s request and expense, in (x) facilitating and instructing the Trustee to cooperate with the discharge of the Senior Notes at the Closing, if applicable and (y) delivering or instructing the Trustee to deliver applicable redemption notices, provided that any such notices shall (i) comply with applicable Law and with the Senior Notes Indenture, (ii) respect to the extent Subject Indebtedness (including any such documentation is delivered before the Closing, expressly provide that any refinancing of the Senior Notes shall be conditioned termination statements on the occurrence of the Closing, and (iii) otherwise be in form and substance reasonably satisfactory to each of Company and BuyerForm UCC-3 or other releases).

Treatment of Company Indebtedness. (a) If requested by Buyer The Company shall, or shall cause its applicable subsidiaries to, arrange for customary payoff letters and instruments of discharge to be delivered at Closing providing for the payoff, discharge and termination on the Closing Date of all then-outstanding indebtedness of, and commitments under, the Credit Facility, and shall deliver, or cause its applicable subsidiaries to deliver, prepayment and termination notices in accordance with the terms of such indebtedness to the holders of such indebtedness (provided that such prepayment and termination notices may be conditional on the occurrence of the Closing). (b) Prior to the Closing Date, as soon as reasonably practicable after Parent so requests in writing, the Company shallshall issue, or use its reasonable best efforts to cause the Trustee (as defined below) to issue, a notice of optional redemption for some or all (which amount shall be specified in Parent’s written request) of the outstanding aggregate principal amount of Team Health, Inc.’s 7.250% Senior Notes due 2023 (the “Existing Notes”), pursuant to Section 3.03 and Section 3.07 of the indenture (the “Indenture”) governing the Existing Notes, dated as of November 23, 2015, among Team Health, Inc., the guarantors party thereto and Xxxxx Fargo Bank, National Association (the “Trustee”), which notice will be conditional on the Closing; provided that the terms of such request are permitted by the Indenture. The Company agrees to assist Parent upon reasonable request in making arrangements for redemption, defeasance, satisfaction and/or discharge of the Existing Notes and shall redeem, defease, satisfy and/or discharge, as applicable, the Existing Notes in accordance with the terms of the Indenture on the Closing Date, including the delivery of an officers’ certificate, but not, for the avoidance of doubt, including the delivery of a legal opinion, which will be delivered by counsel for Parent. Simultaneously with and conditioned upon the Closing and in accordance with the notice of optional redemption (but prior to the time the Company is required to pay for any redemption of the Existing Notes in accordance with this Section 6.11(b)), Parent shall provide to the Company or the Trustee, as applicable, the funds necessary to consummate any redemption, defeasance, satisfaction and/or discharge in accordance with Section 6.11(b) (including the payment of all applicable premiums and all related fees and expenses) and shall pay all fees and expenses related thereto, including those of the Trustee. (c) Prior to the Closing Date, as soon as reasonably practicable after Parent so requests in writing, the Company shall use its reasonable best efforts to commence one or more offers to purchase and/or consent solicitations with respect to some or all of the outstanding aggregate principal amount of the Existing Notes, on such terms and conditions, including pricing terms, that are specified in writing, from time to time, by Parent (each, a “Debt Tender Offer”), and Parent shall cause assist the Company in connection therewith; provided that Parent shall only request the Company to conduct any Debt Tender offer in compliance with the Indenture and the applicable requirements of Rule 14e-1 promulgated under the Exchange Act. Parent, at its Subsidiaries toown expense, deliver shall prepare all notices necessary and appropriate documentation in connection with a Debt Tender Offer, including the offer to purchase and/or consent solicitation statement, related consents and letters of transmittal and other related documents reasonably requested by Buyer that are required to cause (collectively, the “Offer Documents”). Parent and evidence the termination of all commitments outstanding under the Company Credit Agreementshall reasonably cooperate with each other in the preparation of the Offer Documents. The Offer Documents (including all amendments or supplements thereto) and all mailings to the holders of the Existing Notes in connection with a Debt Tender Offer shall be subject to the prior review of, and comment by, the repayment Company and shall be reasonably acceptable in full form and substance to each of all obligationsthe Company and Parent. Promptly following the expiration of a consent solicitation, if any, outstanding thereunderassuming the requisite consent from the holders of the Existing Notes (including from persons holding proxies from such holders) has been received, the release of all Liens, if any, securing such obligationsCompany shall execute, and the release of all guarantees in connection therewith on the Closing Date as of the Effective Time (such notices, documents, termination, repayment and releases, the “Credit Facility Terminations”). In furtherance and not in limitation of the foregoing, Company shall, and shall cause its Subsidiaries to, use reasonable best efforts to deliver cause the Trustee to Buyer prior to execute, any appropriate supplemental indenture (the Closing Date an executed payoff letter with respect to the Company Credit Agreement (a “Payoff LetterSupplemental Indenture”), which Payoff Letter shall include the payoff amount and provide that all Liens (and guarantees), if any, granted in connection therewith ) relating to the assets, rights and properties of Company and its Subsidiaries securing such indebtedness and any other obligations secured thereby, shall, upon the payment amendments of the amount Indenture contemplated in the Debt Tender Offer; provided, however, that notwithstanding the fact that a Supplemental Indenture may have been executed and become effective earlier, the proposed amendments set forth in the Payoff Letter on the Closing Date as of the Effective Time, be released and terminated. Notwithstanding anything herein to the contrary, in no event therein shall this Section 5.23 require Company or any of its Subsidiaries to cause the Credit Facility Terminations to be effective not become operative unless and until the Effective Time has occurred and Buyer has provided all conditions to the Debt Tender Offer have been satisfied or caused (subject to approval by Parent) waived by the Company in accordance with the terms hereof. The form and substance of the Supplemental Indentures shall be provided reasonably satisfactory to Company or Parent and the Company. Notwithstanding the foregoing, the closing of the Debt Tender Offer shall be conditional on the Closing, and the Company, its Subsidiaries funds (or Buyer has directed and Parent shall use their respective reasonable best efforts to cause the Debt Tender Offer to close on the Closing Date. The Company or any of its Subsidiaries to use funds on their balance sheet) to pay in full the then-outstanding principal amount, and accrued and unpaid interest and fees outstanding, under the Company Credit Agreement. (b) If requested by the Buyer in writing, to the extent Buyer elects to prepay, redeem, terminate or otherwise discharge any of Company’s Senior Notes, at or after the Effective Time, including in connection with an exchange offer pursuant to which the consideration for the Senior Notes will include new securities to be issued by Buyer and/or one or more of Buyer’s Subsidiaries, Company shallshall provide, and shall cause its Subsidiaries to, and shall use its reasonable best efforts to assist Buyercause their respective Representatives to, at Buyer’s request provide all cooperation reasonably requested by Parent in connection with the Debt Tender Offer, including using reasonable best efforts in assisting with the preparation of the offer to purchase, consent solicitation statement and/or letter of transmittal and expensedelivery of customary officers’ certificates and legal opinions on or prior to the Closing Date. The Company (a) shall waive any of the conditions to the Debt Tender Offer (other than the occurrence of the Closing) and make any change to the Debt Tender Offer, in each case, as may be reasonably requested in writing by Parent and (xb) facilitating shall not, without the written consent of Parent, waive any condition to the Debt Tender Offer or make any changes to the Debt Tender Offer. Notwithstanding anything to the contrary herein, it is expressly agreed by the parties hereto that the failure to obtain any tender or consent of the Existing Notes by the holders thereof or otherwise complete a Debt Tender Offer shall not relieve Parent of its obligation to consummate the transactions contemplated by this Agreement or otherwise delay the Closing. Simultaneously with and instructing conditioned upon the Trustee to cooperate Closing and in accordance with the terms of any Debt Tender Offer (but prior to the time the Company is required to pay for any Debt Tender Offer in accordance with this Section 6.11(c)), Parent shall provide to the Company the funds necessary to consummate any Debt Tender Offer in accordance with this Section 6.11(c) (including the payment of all applicable premiums, consent fees and all related fees and expenses) and shall pay all fees and expenses related thereto, including those of the Trustee, any dealer manager or solicitation agent and any information agent or depositary. (d) With respect to the Existing Notes, as soon as reasonably practicable after Parent so requests in writing, the Company shall (i)(A) issue a notice with respect to a “Change of Control Offer” (as defined in the Indenture) for the repurchase, on and subject to the occurrence of a Change of Control Payment Date (as defined in the Indenture) as specified in writing by Parent, all of the outstanding aggregate principal amount of Existing Notes, pursuant to Section 4.14 of the Indenture and the other provisions of the Indenture applicable thereto, which notice will be conditional on the Closing, and (B) otherwise comply with the Indenture with respect to such Change of Control Offer, or (ii) take any actions reasonably requested by Parent to facilitate the satisfaction and/or discharge of the Senior Existing Notes by the Surviving Corporation on or following the Effective Time pursuant to the Indenture. Parent, at its own expense, shall prepare all necessary and appropriate documentation in connection with a Change of Control Offer (the Closing“Change of Control Offer Documents”). Parent and the Company shall reasonably cooperate with each other in the preparation of the Change of Control Offer Documents. The Change of Control Offer Documents (including all amendments or supplements thereto) and all mailings to the holders of the Existing Notes in connection with a Change of Control Offer shall be subject to the prior review of, if and comment by, the Company and shall be reasonably acceptable in form and substance to each of the Company and Parent. Simultaneously with and conditioned upon the Closing and in accordance with the terms of any Change of Control Offer (but prior to the time the Company is required to pay for any Change of Control Offer in accordance with this Section 6.11(d)), Parent shall provide to the Company the funds necessary to consummate any Change of Control Offer in accordance with this Section 6.11(d) (including the payment of all applicable premiums and (yall related fees and expenses) delivering or instructing and shall pay all fees and expenses related thereto, including those of the Trustee and any information agent or depositary. (e) The dealer manager, solicitation agent, information agent, depositary, paying agent and/or any other agents retained in connection with any actions taken pursuant to deliver applicable redemption noticesthis Section 6.11 shall be selected by Parent. Without limiting Section 6.11(f), provided the Company shall enter into customary agreements (including indemnities) with such parties so selected and on terms and conditions acceptable to Parent. Parent shall promptly, upon request by the Company, reimburse the Company for all reasonable and documented out-of-pocket costs incurred by the Company or its Subsidiaries in connection with this Section 6.11. (f) Parent shall indemnify and hold harmless the Company and its Subsidiaries and their respective officers and directors from and against any and all damages suffered or incurred by them in connection with any actions taken pursuant to this Section 6.11; provided, however, that Parent shall not have any obligation to indemnify and hold harmless any such notices shall (i) comply with applicable Law and with the Senior Notes Indenture, (ii) party or person to the extent any such documentation damages suffered or incurred arose from disclosure regarding the Company that is delivered before determined to have contained a material misstatement or omission or due to the Closing, expressly provide that any refinancing gross or negligent misconduct of the Senior Notes shall be conditioned on the occurrence of the Closing, and (iii) otherwise be in form and substance reasonably satisfactory to each of Company and BuyerCompany.