Common use of Existing Indebtedness Clause in Contracts

Existing Indebtedness. If requested by Parent, the Company shall use reasonable best efforts to cooperate with Parent and Merger Sub in taking such actions as are necessary under (x) the indentures listed in item (iii) of Section 4.16 of the Company Disclosure Letter and (y) the credit agreements listed in Section 4.03(c) of the Company Disclosure Letter (collectively, “Existing Debt Documents”) in respect of the Transactions, including delivering or causing a Subsidiary to deliver any such notices, agreements, documents, or instruments necessary, proper, or advisable to comply with the terms thereof, including the delivery of any officer certificates and opinions of counsel required to be delivered thereunder in connection with the Transactions. If and to the extent reasonably requested by Parent in writing, the Company shall use reasonable best efforts to cooperate with Parent and Merger Sub in either (a) arranging for the termination of Existing Debt Documents (or redemption of the relevant notes or debentures) at the Closing (or such other date thereafter as agreed to by Parent and the Company), which redemption shall be the sole responsibility of Parent, and the procurement of customary payoff letters and other customary release documentation in connection therewith (including with respect to the Existing Revolving Credit Facility) or (b) obtaining any consents required under any Existing Debt Documents to permit the consummation of the Transactions thereunder and obtaining any amendments to or other consents under the Existing Debt Documents as may be reasonably requested by Parent, and in each case, if reasonably requested by Parent, the Company shall, and shall cause its Subsidiaries to, execute and deliver such customary notices, agreements, documents, or instruments necessary in connection therewith. Notwithstanding anything in this Section 6.15 to the contrary, in no event shall the Company be required in connection with its obligations under this Section 6.15 to (i) incur or agree to incur any out-of-pocket expenses, unless they are promptly reimbursed by Parent, (ii) incur or agree to incur any commitment, tender, consent, amendment fee or any fee similar to any of the foregoing, unless Parent provides the funding to the Company therefor, (iii) amend or agree to amend any Existing Debt Document, which amendment is not conditioned on the Closing, (iv) incur any liability in connection therewith prior to the Closing Date, unless contingent upon the occurrence of the Closing, (v) take any action that would unreasonably interfere with or unreasonably disrupt the normal operations and management of the Company and its Subsidiaries, (vi) take any action that the Company reasonably believes could (A) violate its or its Subsidiaries’ certificate of incorporation or bye-laws (or comparable documents), (B) violate any applicable Law, (C) constitute a default or violation under, or give rise to any right of termination, cancellation, or acceleration of any right or obligation of the Company or its Subsidiaries or to a loss of any benefit to which the Company or its Subsidiaries is entitled under any provision of any Contract, or (D) result in the creation or imposition of any Lien on any asset of the Company or its Subsidiaries, (vii) waive or amend any terms of this Agreement, (viii) take any action that could reasonably be expected to cause any representation or warranty or covenant contained in this Agreement to be breached or to cause any condition to the Closing set forth in Article VII to fail to be satisfied or otherwise cause any breach of this Agreement, (ix) provide access to or disclose information that the Company determines would jeopardize any attorney-client privilege of the Company or any of its Subsidiaries, (x) fund any repayment, redemption, cash collateralization, or provide any “backstop” letters of credit prior to the Closing, or (xi) result in any of the Company’s or any of its Subsidiaries’ Representatives incurring any personal liability with respect to any matters relating to this Section 6.15. Parent shall defend, indemnify, and hold harmless the Company, any of its Subsidiaries, and any of their respective Representatives from, against, and in respect of any and all claims, liabilities, losses, damages, judgments, fines, penalties, costs, and expenses (including fees of legal counsel) resulting from or incurred in connection with the cooperation hereunder or any information utilized in connection therewith. Notwithstanding this Section 6.15 or anything in this Agreement to the contrary, each of the parties hereto agrees that it is not a condition to the Closing that the Debt Financing, payoff letters, consents, amendments, or other similar actions described in this Section 6.15 and Section 6.14 be obtained.

Existing Indebtedness. If requested by Parent, the Company shall use provide commercially reasonable best efforts cooperation to cooperate with Parent and Merger Sub in taking such actions as are necessary under (x) the indentures listed in item (iii) of Section 4.16 of the Company Disclosure Letter and (y) the credit agreements listed in Section 4.03(c) of the Company Disclosure Letter (collectively, “Existing Debt Documents”) in respect of the Transactions, including delivering or causing a Subsidiary to deliver any such notices, agreements, documents, documents or instruments necessary, proper, proper or advisable to comply with the terms thereof, including the delivery of any officer certificates and opinions of counsel required to be delivered thereunder in connection with the Transactions. If and to the extent reasonably requested by Parent in writingParent, the Company shall use provide commercially reasonable best efforts cooperation to cooperate with Parent and Merger Sub in either (a) arranging for the termination of Existing Debt Documents (or redemption of the relevant notes or debentures) at the Closing closing (or such other date thereafter as agreed to selected by Parent and the Company), which redemption shall be the sole responsibility of Parent, ) and the procurement of customary payoff letters and other customary release documentation in connection therewith (including with respect to the Existing Revolving Credit Facility) or (b) obtaining any consents required under any Existing Debt Documents the credit agreements listed in Section 4.03(c) of the Company Disclosure Letter to permit the consummation of the Transactions thereunder and obtaining any amendments to or other consents under thereunder. In furtherance of the Existing Debt Documents as may be reasonably requested by Parent, and in each caseforegoing, if reasonably requested by Parent, the Company shall, shall and shall cause its Subsidiaries to, to execute and deliver such customary notices, agreements, documents, documents or instruments necessary to either terminate the Existing Debt Documents or redeem the relevant notes or debentures, in connection therewitheach case effective as of the Closing (or such other date thereafter selected by the Parent) or to obtain the consents required under the credit agreements listed in Section 4.03(c) of the Company Disclosure Letter, as determined by Parent in its sole discretion. Notwithstanding anything in this Section 6.15 6.16 to the contrary, in no event shall the Company be required in connection with its obligations under this Section 6.15 6.16 to (i) incur or agree to incur any out-of-pocket expenses, expenses unless they are promptly reimbursed by Parent, (ii) incur or agree to incur any commitment, tender, consent, amendment or similar fee or any fee similar to any of the foregoing, unless Parent provides the funding to the Company therefor, therefor (iii) amend or agree to amend any Existing Debt Document, which amendment is not conditioned on the Closing, (iv) incur any liability in connection therewith prior to the Closing Date, Date unless contingent upon the occurrence of the Closing, (viv) take any action that would unreasonably interfere with or unreasonably disrupt the normal operations and management of the Company and its Subsidiaries, (viv) take include any action actions that the Company reasonably believes could (Aw) violate its or its Subsidiaries’ certificate of incorporation or bye-laws bylaws (or comparable documents), (Bx) violate any applicable Lawlaw, (Cy) constitute a default or violation under, or give rise to any right of termination, cancellation, cancellation or acceleration of any right or obligation of the Company or its Subsidiaries such Person or to a loss of any benefit to which the Company or its Subsidiaries such Person is entitled under any provision of of, any Contractagreement or other instrument binding upon such Person or to which such Person is a party, or (Dz) result in the creation or imposition of any Lien lien on any asset of the Company or its Subsidiariessuch Person, (viivi) to waive or amend any terms of this Agreement, (viii) take any action that could reasonably be expected to cause any representation or warranty or covenant contained in this Agreement to be breached or to cause any condition to the Closing set forth in Article VII to fail to be satisfied or otherwise cause any breach of this Agreement, (ix) provide access to or disclose information that the Company determines would jeopardize any attorney-client privilege of the Company or any of its Subsidiaries, (x) fund any repayment, redemption, cash collateralization, or provide any “backstop” letters of credit prior to the Closing, or (xivii) result in any of the Company’s or any of its Subsidiaries’ Representatives incurring any personal liability with respect to any matters relating to the this Section 6.156.16. Parent shall defend, indemnify, indemnify and hold harmless any the Company, any of its Subsidiaries, Subsidiaries and any of their respective Representatives from, against, against and in respect of any and all claims, liabilities, losses, damages, judgments, fines, penalties, costs, costs and expenses (including fees of legal counsel) resulting from or incurred in connection with the cooperation hereunder or any information utilized in connection therewithhereunder. Notwithstanding this Section 6.15 6.16 or anything in this Agreement to the contrary, each of the parties hereto agrees that it is not a condition to the Closing that the Debt Financing, payoff letters, consents, amendments, amendments or other similar actions described in this Section 6.15 and Section 6.14 section be obtained.

Existing Indebtedness. If requested by Parent(a) On the Initial Borrowing Date and after giving effect to the Vanstar Merger and the Loans incurred on the Initial Borrowing Date, neither the Borrower nor any of its Subsidiaries shall have any Indebtedness outstanding except for Indebtedness permitted under Section 8.04 or any preferred stock outstanding except the Trust Preferred Securities. On and as of the Initial Borrowing Date (and after giving effect thereto), all of the Existing Indebtedness shall remain outstanding without any default or event of default existing or arising thereunder. (i) On the Initial Borrowing Date, the Company total commitments in respect of Existing Credit Facility shall use reasonable best efforts have been terminated, and all loans with respect thereto shall have been repaid in full, together with interest thereon, all letters of credit issued thereunder shall have been terminated and all other amounts due and owing pursuant to cooperate the Existing Credit Facility shall have been repaid in full and all guarantees with Parent respect thereto shall have been terminated (except as to indemnification provisions, which may survive) and Merger Sub in taking such actions as are necessary under be of no further force or effect. (xii) On the indentures listed in item (iii) of Section 4.16 of Initial Borrowing Date, the Company Disclosure Letter and (y) the credit agreements listed in Section 4.03(c) of the Company Disclosure Letter (collectively, “Existing Debt Documents”) creditors in respect of the TransactionsExisting Credit Facility shall have terminated and released all security interests and Liens on the assets owned by the Borrower and its Subsidiaries. The Administrative Agent shall have received such releases of security interests in and Liens on the assets owned by the Borrower and its Subsidiaries as may have been requested by the Administrative Agent, including delivering which releases shall be in form and substance reasonably satisfactory to the Administrative Agent. Without limiting the foregoing, there shall have been delivered (i) proper termination statements (Form UCC-3 or causing the appropriate equivalent) for filing under the UCC of each jurisdiction where a Subsidiary financing statement (Form UCC-1 or the appropriate equivalent) was filed with respect to deliver the Borrower or any such notices, agreements, documents, or instruments necessary, proper, or advisable to comply with the terms thereof, including the delivery of any officer certificates and opinions of counsel required to be delivered thereunder its Subsidiaries in connection with the Transactions. If and to the extent reasonably requested by Parent in writing, the Company shall use reasonable best efforts to cooperate with Parent and Merger Sub in either (a) arranging for the termination of Existing Debt Documents (or redemption of the relevant notes or debentures) at the Closing (or such other date thereafter as agreed to by Parent and the Company), which redemption shall be the sole responsibility of Parent, and the procurement of customary payoff letters and other customary release documentation in connection therewith (including security interests created with respect to the Existing Revolving Credit Facility) or (b) obtaining any consents required under any Existing Debt Documents to permit Facility and the consummation of the Transactions thereunder and obtaining any amendments to or other consents under the Existing Debt Documents as may be reasonably requested by Parent, and in each case, if reasonably requested by Parent, the Company shall, and shall cause its Subsidiaries to, execute and deliver such customary notices, agreements, documents, or instruments necessary in connection therewith. Notwithstanding anything in this Section 6.15 to the contrary, in no event shall the Company be required in connection with its obligations under this Section 6.15 to (i) incur or agree to incur any out-of-pocket expenses, unless they are promptly reimbursed by Parentdocumentation related thereto, (ii) incur termination or agree to incur reassignment of any commitmentsecurity interest in, tenderor Lien on, consentany patents, amendment fee trademarks, copyrights, or any fee similar to any interests of the foregoing, unless Parent provides the funding to the Company therefor, (iii) amend or agree to amend any Existing Debt Document, which amendment is not conditioned on the Closing, (iv) incur any liability in connection therewith prior to the Closing Date, unless contingent upon the occurrence of the Closing, (v) take any action that would unreasonably interfere with or unreasonably disrupt the normal operations and management of the Company and its Subsidiaries, (vi) take any action that the Company reasonably believes could (A) violate its or its Subsidiaries’ certificate of incorporation or bye-laws (or comparable documents), (B) violate any applicable Law, (C) constitute a default or violation under, or give rise to any right of termination, cancellation, or acceleration of any right or obligation of the Company or its Subsidiaries or to a loss of any benefit to which the Company or its Subsidiaries is entitled under any provision of any Contract, or (D) result in the creation or imposition of any Lien on any asset of the Company or its Subsidiaries, (vii) waive or amend any terms of this Agreement, (viii) take any action that could reasonably be expected to cause any representation or warranty or covenant contained in this Agreement to be breached or to cause any condition to the Closing set forth in Article VII to fail to be satisfied or otherwise cause any breach of this Agreement, (ix) provide access to or disclose information that the Company determines would jeopardize any attorney-client privilege of the Company Borrower or any of its Subsidiaries, Subsidiaries on which filings have been made and (xiii) fund any repayment, redemption, cash collateralization, or provide any “backstop” letters of credit prior to all collateral owned by the Closing, or (xi) result in any of the Company’s Borrower or any of its Subsidiaries’ Representatives incurring Subsidiaries in the possession of any personal liability with of the creditors in respect to any matters relating to this Section 6.15. Parent shall defend, indemnify, and hold harmless the Company, any of its Subsidiaries, and any of their respective Representatives from, against, and in respect of any and all claims, liabilities, losses, damages, judgments, fines, penalties, costs, and expenses (including fees of legal counsel) resulting from or incurred in connection with the cooperation hereunder Existing Credit Facility or any information utilized in connection therewith. Notwithstanding this Section 6.15 collateral agent or anything in this Agreement trustee under any related security document shall have been returned to the contrary, each of the parties hereto agrees that it is not a condition to the Closing that the Debt Financing, payoff letters, consents, amendments, Borrower or other similar actions described in this Section 6.15 and Section 6.14 be obtainedsuch Subsidiary.

Existing Indebtedness. If requested by Parent, the Company shall use reasonable best efforts to cooperate with Parent and Merger Sub in taking such actions as are necessary under (x) the indentures listed in item (iii) of Section 4.16 of the Company Disclosure Letter and (y) the credit agreements listed in Section 4.03(c) of the Company Disclosure Letter (collectively, “Existing Debt Documents”) in respect of the Transactions, including delivering or causing a Subsidiary to deliver any such notices, agreements, documents, or instruments necessary, proper, or advisable to comply with the terms thereof, including the delivery of any officer certificates and opinions of counsel required to be delivered thereunder in connection with the Transactions. If and to the extent reasonably requested by Parent in writing, the Company shall use reasonable best efforts to cooperate with Parent and Merger Sub in either (a) arranging for the termination of Existing Debt Documents (There are no material agreements, documents or redemption other instruments evidencing or securing Indebtedness of the relevant notes or debentures) at Company, any of its Subsidiaries or, to the Closing (or such other date thereafter as agreed to by Parent and knowledge of the Company), which redemption shall be the sole responsibility of Parentany Joint Venture, and the procurement of customary payoff letters and other customary release documentation in connection therewith (including with respect to the Existing Revolving Credit Facility) or (b) obtaining any consents required outstanding commitments under any Existing Debt Documents to permit the consummation lines of the Transactions thereunder and obtaining any amendments to or other consents under the Existing Debt Documents as may be reasonably requested by Parentcredit, and in each case, if reasonably requested by Parent, the Company shall, and shall cause its Subsidiaries to, execute and deliver such customary notices, agreements, documents, or instruments necessary in connection therewith. Notwithstanding anything in this Section 6.15 to the contrary, in no event shall the Company be required in connection with its obligations under this Section 6.15 to (i) incur or agree to incur any out-of-pocket expenses, unless they are promptly reimbursed by Parent, (ii) incur or agree to incur any commitment, tender, consent, amendment fee or any fee similar to any of the foregoing, unless Parent provides the funding to the Company therefor, (iii) amend or agree to amend any Existing Debt Document, which amendment is not conditioned on the Closing, (iv) incur any liability in connection therewith prior to the Closing Date, unless contingent upon the occurrence of the Closing, (v) take any action that would unreasonably interfere with or unreasonably disrupt the normal operations and management of the Company and its Subsidiaries, (vi) take any action that the Company reasonably believes could (A) violate its or its Subsidiaries’ certificate of incorporation or bye-laws (or comparable documents), (B) violate any applicable Law, (C) constitute a default or violation under, or give rise to any right of termination, cancellation, or acceleration of any right or obligation of the Company or its Subsidiaries or to a loss of any benefit to which the Company or its Subsidiaries is entitled under any provision of any ContractCompany, or (D) result in the creation or imposition of any Lien on any asset of the Company or its Subsidiaries, (vii) waive or amend any terms of this Agreement, (viii) take any action that could reasonably be expected to cause any representation or warranty or covenant contained in this Agreement to be breached or to cause any condition to the Closing set forth in Article VII to fail to be satisfied or otherwise cause any breach of this Agreement, (ix) provide access to or disclose information that the Company determines would jeopardize any attorney-client privilege of the Company or any of its SubsidiariesSubsidiaries or, (x) fund any repayment, redemption, cash collateralization, or provide any “backstop” letters of credit prior to the Closing, or (xi) result in any knowledge of the Company’s , any Joint Venture is a party or any of its Subsidiaries’ Representatives incurring any personal liability with respect to any matters relating to this Section 6.15. Parent shall defend, indemnify, and hold harmless by which the Company, any of its Subsidiaries, and to the knowledge of the Company, any Joint Venture or any of their respective Representatives fromproperties or assets is bound, againstincluding loans secured by Liens encumbering the Owned Real Property or JV Owned Real Property as of the date hereof (the “Existing Indebtedness”) other than as set forth on Section 4.22(a) of the Company Disclosure Letter (the “Existing Loan Documents”). Except as set forth on Section 4.22(a) of the Company Disclosure Letter, the Company has made available to Parent true, correct and complete copies in all material respects of all Existing Loan Documents together with all material amendments and other material modifications thereto. (b) Section 4.22(b) of the Company Disclosure Letter indicates whether an Existing Loan Document is in respect of any Owned Real Property, JV Owned Real Property or Leased Real Property and all claimslists the outstanding principal balance due, liabilitiesmaturity date, lossesinterest rate, damagesoutstanding principal and accrued interest balances in respect of each loan comprising the Existing Indebtedness as of the date indicated thereon. As of the date hereof, judgmentsthere is no material Indebtedness of the Company, finesits Subsidiaries or, penaltiesto the knowledge of the Company, coststhe Joint Ventures other than as set forth on Section 4.22(b) of the Company Disclosure Letter. Except as set forth on Section 4.22(b) of the Company Disclosure Letter, and expenses (including fees as of legal counsel) resulting from the date hereof, there are no escrows, reserves or incurred deposits or letters of credits held or established in connection with the cooperation hereunder or Existing Indebtedness. The Existing Indebtedness is not secured by any information utilized Lien encumbering any real property other than the Owned Real Property, JV Owned Real Property and Leased Real Property set forth on Section 4.22(b) of the Company Disclosure Letter (the “Encumbered Properties”). (c) The Existing Loan Documents are in connection therewith. Notwithstanding this Section 6.15 or anything in this Agreement full force and effect with respect to the contraryCompany, its applicable Subsidiaries and, to the knowledge of the Company, the Joint Ventures, as applicable, and, to the knowledge of the Company, with respect to the other parties thereto, except for such failures to be in full force and effect that would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. None of the Company, any of its Subsidiaries or, to the knowledge of the Company, any Joint Venture is in default in any material respect, nor has it received written notice that it is in default in any material respect, under the Existing Loan Documents that remains uncured, and, to the knowledge of the Company, no other party is in breach or violation of, or default under, any Existing Loan Document, except for such defaults, violations or breaches that would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. The Company, each of the parties hereto agrees that it is not a condition its Subsidiaries and, to the Closing that knowledge of the Debt FinancingCompany, payoff letterseach Joint Venture, consentsas to the applicable Encumbered Property, amendmentsis current in all payments of principal and interest due under each Existing Loan Document applicable to it through the most recent scheduled payment date, except as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. No event has occurred which would result in a breach or violation of, or a default under, any Existing Loan Document by the Company, any of its Subsidiaries or, to the knowledge of the Company, any Joint Venture, or to the knowledge of the Company, any other similar actions described party thereto (in this Section 6.15 each case, with or without notice or lapse of time or both), except for such breaches, violations or that would not, individually or in the aggregate, reasonably be expected to be material to the Company and Section 6.14 be obtainedits Subsidiaries, taken as a whole.

Existing Indebtedness. If requested (a) Attached hereto as Exhibit D is Amendment No. 4 to the Company Credit Agreement which has been or is being executed simultaneously with the execution of this Agreement. The Company shall not, and shall cause its Affiliates not to, permit or consent to or agree to any amendment, restatement, replacement, supplement, termination or other modification or waiver of any provision or remedy under, the Company Credit Agreement, the Convertible Notes or the Payment Processing Agreement without Parent’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), except for any amendment, restatement, replacement, supplement, termination or other modification (x) that in the case of the Company Credit Agreement and the Payment Processing Agreement, is not materially adverse to the Surviving LLC or the Surviving Corporation or (y) with respect to the Payment Processing Agreement, is reasonably necessary to extend the Payment Processing Agreement from its termination date until the Outside Date. (b) The Company shall (i) promptly, and in any event within one Business Day following the occurrence thereof, notify Parent in writing if at any time prior to the Closing, (1) a Default or Event of Default occurs, together with a reasonably detailed written explanation of the steps the Company proposes to undertake in respect thereof or (2) the lenders under the Company Credit Agreement accelerate or otherwise terminate the Company Credit Agreement, (ii) use its commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to cure or remedy any Default or Event of Default and in the case of the Convertible Notes, maintain compliance with Section 5.2(i) of the Convertible Notes; provided, that any default or penalty interest accrued and payable prior to the Closing with respect to any Event of Default shall be owed by Parentthe Company and, in the event the default or penalty interest rate will remain in effect after the Closing, the incremental interest amount owed as a result of such default or penalty interest rate for a theoretical twelve-month period from the Closing Date (calculated based on the trailing twelve-month average amount of borrowings as of the Closing Date that would be subject to the default or penalty interest rate) shall reduce Liquidity as set forth in the Adjustment Statement, (iii) provide Parent with copies of any drafts of any material waiver, amendment or modification of the Company Credit Agreement, the Convertible Notes or the Payment Processing Agreement proposed to be made in respect thereof and give Parent a reasonable opportunity to comment thereon to the extent such waiver, amendment or modification of the Company Credit Agreement, the Convertible Notes or the Payment Processing Agreement is materially adverse to the Parent (such comments not to be unreasonably withheld, delayed or conditioned), and (iv) promptly provide to Parent executed copies of such material waiver, amendment or modification of the Company Credit Agreement, the Convertible Notes or the Payment Processing Agreement. Notwithstanding anything set forth herein, the Company shall use reasonable best efforts remain subject to cooperate with Section 6.1. Parent and Merger Sub in taking such actions as are necessary under (x) the indentures listed in item (iii) of Section 4.16 of the Company Disclosure Letter and (y) the credit agreements listed in Section 4.03(c) of the Company Disclosure Letter (collectively, “Existing Debt Documents”) in respect of the Transactions, including delivering or causing a Subsidiary to deliver any such notices, agreements, documents, or instruments necessary, proper, or advisable to comply with the terms thereof, including the delivery of any officer certificates and opinions of counsel required to be delivered thereunder in connection with the Transactions. If and to the extent reasonably requested by Parent in writing, the Company shall use reasonable best efforts to cooperate with Parent and Merger Sub in either (a) arranging for the termination of Existing Debt Documents (or redemption of the relevant notes or debentures) at the Closing (or such other date thereafter as agreed to by Parent and the Company), which redemption shall be the sole responsibility of Parent, and the procurement of customary payoff letters and other customary release documentation in connection therewith (including with respect to the Existing Revolving Credit Facility) or (b) obtaining any consents required under any Existing Debt Documents to permit the consummation of the Transactions thereunder and obtaining any amendments to or other consents under the Existing Debt Documents as may be reasonably requested by Parent, and in each case, if reasonably requested by Parent, the Company shall, and shall cause its Subsidiaries Affiliates to, execute and deliver such customary notices, agreements, documents, reasonably comply with any requirements or instruments necessary in connection therewith. Notwithstanding anything in this Section 6.15 to the contrary, in no event shall the Company be required in connection with its obligations under this Section 6.15 to (i) incur or agree to incur any out-of-pocket expenses, unless they are promptly reimbursed by Parent, (ii) incur or agree to incur any commitment, tender, consent, amendment fee or any fee similar to any of the foregoing, unless Parent provides the funding to the Company therefor, (iii) amend or agree to amend any Existing Debt Document, which amendment is not conditioned on the Closing, (iv) incur any liability in connection therewith prior to the Closing Date, unless contingent upon the occurrence of the Closing, (v) take any action that would unreasonably interfere with or unreasonably disrupt the normal operations and management of the Company and its Subsidiaries, (vi) take any action that the Company reasonably believes could (A) violate its or its Subsidiaries’ certificate of incorporation or bye-laws (or comparable documents), (B) violate any applicable Law, (C) constitute a default or violation under, or give rise to any right of termination, cancellation, or acceleration of any right or obligation of the Company or its Subsidiaries or to a loss of any benefit to which the Company or its Subsidiaries is entitled under any provision of any Contract, or (D) result in the creation or imposition of any Lien on any asset of the Company or its Subsidiaries, (vii) waive or amend any terms of this Agreement, (viii) take any action that could reasonably be expected to cause any representation or warranty or covenant contained in this Agreement to be breached or to cause any condition to the Closing set forth in Article VII to fail to be satisfied or otherwise cause any breach of this Agreement, (ix) provide access to or disclose information that the Company determines would jeopardize any attorney-client privilege of the Company or any of its Subsidiaries, (x) fund any repayment, redemption, cash collateralization, or provide any “backstop” letters of credit prior to the Closing, or (xi) result in any informational requests of the Company’s or any of its Subsidiaries’ Representatives incurring any personal liability with respect to any matters relating to this Section 6.15. Parent shall defend, indemnify, and hold harmless the Company, any of its Subsidiaries, and any of their respective Representatives from, against, and in respect of any and all claims, liabilities, losses, damages, judgments, fines, penalties, costs, and expenses (including fees of legal counsel) resulting from or incurred lenders in connection with the cooperation hereunder or any information utilized in connection therewithAmendment No. Notwithstanding this Section 6.15 or anything in this Agreement 4 to the contraryCompany Credit Agreement, each of the parties hereto agrees that it is not a condition to the Closing that the Debt Financing, payoff letters, consents, amendments, or other similar actions described in this Section 6.15 and Section 6.14 be obtainedincluding any applicable “know your customer” compliance requirements.

Existing Indebtedness. If requested by Parent, the Company shall use reasonable best efforts to cooperate with Parent Developer and Merger Sub in taking such actions as are necessary under Agency acknowledge that: (xi) the indentures listed in item Agency has previously issued the Existing Indebtedness as part of the Agency’s customary tax allocation bond financing that is secured by its pledge of tax increment from the BVHP Redevelopment Plan Area; (ii) the Agency has previously incurred additional indebtedness relating to its obligation to replenish certain reserve funds associated with bonds issued by certain project areas (the “Agency-Wide Indebtedness”); (iii) of Section 4.16 the Agency’s repayment of the Company Disclosure Letter and (y) the credit agreements listed Agency-Wide Indebtedness is secured in Section 4.03(c) part by its pledge of the Company Disclosure Letter (collectively, “Existing Debt Documents”) in respect tax increment from several of the Transactions, including delivering or causing a Subsidiary to deliver any such notices, agreements, documents, or instruments necessary, proper, or advisable to comply with the terms thereofits project areas, including the delivery BVHP Redevelopment Plan Area (the “Cross- Collateralization Pledge”); and (iv) it would be a violation of any officer certificates and opinions of counsel the Agency’s debt obligations for the Agency to refuse to use Net Available Increment not otherwise pledged to pay Tax Allocation Debt if required to be delivered thereunder in connection meet the Agency’s payment obligations for the Agency-Wide Indebtedness. In keeping with the Transactions. If and Funding Goals, however, the Agency agrees that, when it is required to make any payments on the Existing Indebtedness or on the Agency-Wide Indebtedness under the Cross-Collateralization Pledge, to the extent reasonably requested by Parent in writingthat doing so will not violate any Indenture or other instruments governing the Existing Indebtedness or the Agency-Wide Indebtedness, the Company shall use reasonable best efforts to cooperate with Parent and Merger Sub in either (a) arranging for Agency will make such payments using sources of Agency funds other than the termination of Existing Debt Documents (or redemption of the relevant notes or debentures) at the Closing (or such other date thereafter as agreed to by Parent Candlestick Increment and the Company), which redemption shall be Shipyard Increment. Developer agrees that the sole responsibility of Parent, and the procurement of customary payoff letters and other customary release documentation in connection therewith (including with respect to the Existing Revolving Credit Facility) or (b) obtaining any consents required under any Existing Debt Documents to permit the consummation of the Transactions thereunder and obtaining any amendments to or other consents under the Existing Debt Documents as may be reasonably requested by Parent, and in each case, if reasonably requested by Parent, the Company shall, and shall cause its Subsidiaries to, execute and deliver such customary notices, agreements, documents, or instruments necessary in connection therewith. Notwithstanding anything in this Section 6.15 to the contrary, in no event shall the Company be required in connection with its obligations Agency’s obligation under this Section 6.15 to (i3.5(c) incur or agree does not require the Agency to incur additional indebtedness to meet its Existing Indebtedness or Agency-Wide Indebtedness payment obligations. The Agency agrees that on and after the Reference Date, except for any out-of-pocket expensesPublic Financing contemplated by this Financing Plan, unless they are promptly reimbursed by Parent, (ii) incur or agree to the Agency will not incur any commitment, tender, consent, amendment fee new or any fee similar to any of the foregoing, unless Parent provides the funding to the Company therefor, (iii) amend or agree to amend any Existing Debt Document, which amendment is not conditioned on the Closing, (iv) incur any liability in connection therewith prior to the Closing Date, unless contingent upon the occurrence of the Closing, (v) take any action that would unreasonably interfere with or unreasonably disrupt the normal operations and management of the Company and its Subsidiaries, (vi) take any action that the Company reasonably believes could (A) violate its or its Subsidiaries’ certificate of incorporation or bye-laws (or comparable documents), (B) violate any applicable Law, (C) constitute a default or violation under, or give rise to any right of termination, cancellation, or acceleration of any right or obligation of the Company or its Subsidiaries or to a loss of any benefit to which the Company or its Subsidiaries is entitled under any provision of any Contract, or (D) result in the creation or imposition of any Lien on any asset of the Company or its Subsidiaries, (vii) waive or amend any terms of this Agreement, (viii) take any action that could reasonably be expected to cause any representation or warranty or covenant contained in this Agreement to be breached or to cause any condition to the Closing set forth in Article VII to fail to be satisfied or otherwise cause any breach of this Agreement, (ix) provide access to or disclose information that the Company determines would jeopardize any attorney-client privilege of the Company or any of its Subsidiaries, (x) fund any repayment, redemption, cash collateralization, or provide any additional “backstopindebtedness” letters of credit prior to the Closing, or (xi) result in any of the Company’s or any of its Subsidiaries’ Representatives incurring any personal liability with respect to any matters relating to this Section 6.15. Parent shall defend, indemnify, and hold harmless the Company, any of its Subsidiaries, and any of their respective Representatives from, against, and in respect of any and all claims, liabilities, losses, damages, judgments, fines, penalties, costs, and expenses (including fees any new or additional tax allocation bonds) under the CCRL the repayment of legal counsel) resulting from which is secured by a pledge of Candlestick Increment or incurred Shipyard Increment, without Developer’s Approval in connection with the cooperation hereunder or any information utilized in connection therewith. Notwithstanding this Section 6.15 or anything in this Agreement to the contrary, each of the parties hereto agrees that it is not a condition to the Closing that the Debt Financing, payoff letters, consents, amendments, or other similar actions described in this Section 6.15 and Section 6.14 be obtainedits sole discretion.

Existing Indebtedness. If requested by ParentThe Loan Documents described on Exhibit F hereto and made a part hereof (i.e., the Company shall use reasonable best efforts to cooperate with Parent “Loan Documents” and Merger Sub in taking such actions as are necessary under (x) the indentures listed in item (iii) of Section 4.16 of the Company Disclosure Letter and (y) the credit agreements listed in Section 4.03(c) of the Company Disclosure Letter (collectively, “Existing Debt Documents”) in respect of the Transactions, including delivering or causing a Subsidiary to deliver any such notices, agreements, documents, or instruments necessary, proper, or advisable to comply with the terms thereof, including the delivery of any officer certificates and opinions of counsel required to be delivered thereunder in connection with the Transactions. If and to the extent reasonably requested by Parent in writingfunds disbursed thereunder, the Company shall use reasonable best efforts to cooperate with Parent and Merger Sub in either (a) arranging for the termination of Existing Debt Documents (or redemption of the relevant notes or debentures) at the Closing (or such other date thereafter as agreed to by Parent and the Company“Loan”), which redemption shall be are the sole responsibility of Parent, and the procurement of customary payoff letters and other customary release documentation in connection therewith (including with respect only documents or agreements relating to the Existing Revolving Credit Facility) or (b) obtaining any consents required under any Existing Debt Documents to permit the consummation of the Transactions thereunder and obtaining any amendments to or other consents under the Existing Debt Documents as may be reasonably requested by Parent, and in each case, if reasonably requested by Parent, the Company shall, and shall cause its Subsidiaries to, execute and deliver such customary notices, agreements, documents, or instruments necessary in connection therewith. Notwithstanding anything in this Section 6.15 to the contrary, in no event shall the Company be required in connection with its obligations under this Section 6.15 to (i) incur or agree to incur any out-of-pocket expenses, unless they are promptly reimbursed by Parent, (ii) incur or agree to incur any commitment, tender, consent, amendment fee or any fee similar to any of the foregoing, unless Parent provides the funding to the Company therefor, (iii) amend or agree to amend any Existing Debt Document, which amendment is not conditioned on the Closing, (iv) incur any liability in connection therewith prior to the Closing Date, unless contingent upon the occurrence of the Closing, (v) take any action that would unreasonably interfere with or unreasonably disrupt the normal operations and management of the Company and its Subsidiaries, (vi) take any action that the Company reasonably believes could (A) violate its or its Subsidiaries’ certificate of incorporation or bye-laws (or comparable documents), (B) violate any applicable Law, (C) constitute a default or violation under, or give rise to any right of termination, cancellation, or acceleration of any right or obligation of the Company or its Subsidiaries or to a loss of any benefit Indebtedness to which the Company or its Subsidiaries is entitled under any provision of any Contract, or (D) result in the creation or imposition of any Lien on any asset of the Company or its Subsidiaries, (vii) waive or amend any terms of this Agreement, (viii) take any action that could reasonably Property shall be expected to cause any representation or warranty or covenant contained in this Agreement to be breached or to cause any condition to bound after the Closing set forth in Article VII (subject to fail to such modifications or amendments as may be satisfied or otherwise cause any breach of this Agreement, (ix) provide access to or disclose information that required by the Company determines would jeopardize any attorney-client privilege of the Company or any of its Subsidiaries, (x) fund any repayment, redemption, cash collateralization, or provide any “backstop” letters of credit Lender prior to the Closingclosing). There are no amendments or modifications (written, oral, by course of conduct or (xiotherwise) result in any to the Loan Documents other than as described on Exhibit F. The Loan was originated by Lender. The original principal amount of the Company’s Loan to the Company under the Loan Documents was $ . The current amount of principal outstanding under the Loan Documents as of November 30, 2011 is $ . The annual rate of interest throughout the remaining term of the Loan is %. All payments required to be made under the Loan Documents to date have been made and will be made as of the Closing Date. There are no other fees, expenses or any other amounts due to the Lender as of its Subsidiaries’ Representatives incurring any personal liability with respect to any matters relating to the date hereof (other than fees which may be imposed after the date of execution of this Section 6.15. Parent shall defend, indemnify, and hold harmless the Company, any of its Subsidiaries, and any of their respective Representatives from, against, and in respect of any and all claims, liabilities, losses, damages, judgments, fines, penalties, costs, and expenses (including fees of legal counsel) resulting from or incurred Agreement in connection with the cooperation hereunder transfer of the Membership Interests to the Operating Partnership and which shall be payable by the Operating Partnership in accordance with Section 4.5(b) hereof). Neither the Company nor, to the best of the Company Manager’s knowledge, the Lender is in default under the Loan Documents. There are no other obligations of the Company to the Lender except as set forth in writing in the Loan Documents. No controversy, claim, dispute or disagreement exists between the parties to the Loan Documents. No event has occurred which, with the giving of notice or the passage of time, or both, would constitute a default under any information utilized of the Loan Documents which has not been cured. The Loan Documents are in full force and effect. There are no reserves held by the Lender, except as set forth on the Disclosure Schedule. The Loan Documents shall not be further extended, modified or amended prior to Closing (except as may be required by the Lender in connection therewith. Notwithstanding this Section 6.15 or anything in this Agreement with the transfer of the Membership Interests to the contraryOperating Partnership). There is no pending or, each of the parties hereto agrees that it is not a condition to the Closing that Company Manager’s knowledge, threatened, litigation, proceeding or investigation relating to the Debt Financing, payoff letters, consents, amendments, or other similar actions described in this Section 6.15 and Section 6.14 be obtainedLoan Documents.

Existing Indebtedness. If requested by ParentExcept as described therein, the Company shall use reasonable best efforts to cooperate with Parent Schedule 4(m) hereto sets forth a complete and Merger Sub in taking such actions correct list of all outstanding Indebtedness (as are necessary under (xhereinafter defined) the indentures listed in item (iii) of Section 4.16 of the Company Disclosure Letter and (y) the credit agreements listed in Section 4.03(c) of the Company Disclosure Letter (collectively, “Existing Debt Documents”) in respect of the Transactions, including delivering or causing a Subsidiary to deliver any such notices, agreements, documents, or instruments necessary, proper, or advisable to comply with the terms thereof, including the delivery of any officer certificates and opinions of counsel required to be delivered thereunder in connection with the Transactions. If and to the extent reasonably requested by Parent in writing, the Company shall use reasonable best efforts to cooperate with Parent and Merger Sub in either (a) arranging for the termination of Existing Debt Documents (or redemption of the relevant notes or debentures) at the Closing (or such other date thereafter as agreed to by Parent and the Company), which redemption shall be the sole responsibility of Parent, and the procurement of customary payoff letters and other customary release documentation in connection therewith (including with respect to the Existing Revolving Credit Facility) or (b) obtaining any consents required under any Existing Debt Documents to permit the consummation of the Transactions thereunder and obtaining any amendments to or other consents under the Existing Debt Documents as may be reasonably requested by Parent, and in each case, if reasonably requested by Parent, the Company shall, and shall cause its Subsidiaries to, execute and deliver such customary notices, agreements, documents, or instruments necessary in connection therewith. Notwithstanding anything in this Section 6.15 to the contrary, in no event shall the Company be required in connection with its obligations under this Section 6.15 to (i) incur or agree to incur any out-of-pocket expenses, unless they are promptly reimbursed by Parent, (ii) incur or agree to incur any commitment, tender, consent, amendment fee or any fee similar to any of the foregoing, unless Parent provides the funding to the Company therefor, (iii) amend or agree to amend any Existing Debt Document, which amendment is not conditioned on the Closing, (iv) incur any liability in connection therewith prior to the Closing Date, unless contingent upon the occurrence of the Closing, (v) take any action that would unreasonably interfere with or unreasonably disrupt the normal operations and management of the Company and its SubsidiariesSubsidiaries as of May 31, (vi) take any action that 2003, since which date there has been no material change in the Company reasonably believes could (A) violate its amounts, interest rates, sinking funds, installment payments or its Subsidiaries’ certificate of incorporation or bye-laws (or comparable documents), (B) violate any applicable Law, (C) constitute a default or violation under, or give rise to any right of termination, cancellation, or acceleration of any right or obligation maturities of the Company or its Subsidiaries or to a loss of any benefit to which the Company or its Subsidiaries is entitled under any provision of any Contract, or (D) result in the creation or imposition of any Lien on any asset Indebtedness of the Company or its Subsidiaries, (vii) waive or amend any terms of this Agreement, (viii) take any action that could reasonably be expected to cause any representation or warranty or covenant contained in this Agreement to be breached or to cause any condition to the Closing set forth in Article VII to fail to be satisfied or otherwise cause any breach of this Agreement, (ix) provide access to or disclose information that . Neither the Company determines would jeopardize nor any attorney-client privilege Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the Company or such Subsidiary and no event or condition exists with respect to any Indebtedness of the Company or any Subsidiary that would permit (or that with notice or the lapse of time, or both, would permit) one or more persons to cause such Indebtedness to become due and payable before its Subsidiariesstated maturity or before its regularly scheduled dates of payment. For purposes of this Agreement, “Indebtedness” with respect to the Company means, at any time, without duplication, (xi) fund its liabilities for borrowed money and its redemption obligations in respect of mandatorily redeemable preferred stock; (ii) its liabilities for the deferred purchase price of property acquired by the Company (excluding accounts payable arising in the ordinary course of business but including all liabilities created or arising under any repayment, redemption, cash collateralization, conditional sale or provide any “backstop” letters of credit prior to the Closing, or (xi) result in any of the Company’s or any of its Subsidiaries’ Representatives incurring any personal liability other title retention agreement with respect to any matters relating to this Section 6.15. Parent shall defend, indemnify, and hold harmless the Company, any of such property); (iii) all liabilities appearing on its Subsidiaries, and any of their respective Representatives from, against, and balance sheet in accordance with GAAP in respect of capital leases; (iv) all liabilities for borrowed money secured by any Lien with respect to any property owned by the Company (whether or not it has assumed or otherwise become liable for such liabilities); (v) all its liabilities in respect of letters of credit or instruments serving a similar function issued or accepted for its account by banks and all claimsother financial institutions (whether or not representing obligations for borrowed money); and (vi) any guaranty of the Company with respect to liabilities of a type described in any of subclauses (i) through (v) hereof. Except as set forth on Schedule 4(m), liabilitiessince the date of the 2003 Financial Statements (as defined in Section 4(q)), lossesneither the Company nor any Subsidiary has incurred any liabilities of any kind, damagescharacter and description, judgmentswhether accrued, finesabsolute, penaltiessecured or unsecured, costs, and expenses contingent or otherwise of a kind that would have been required to be disclosed on such 2003 Financial Statements if they were dated as of the date hereof other than (including fees of legal counseli) resulting from or liabilities incurred in connection with the cooperation hereunder or any information utilized in connection therewith. Notwithstanding this Section 6.15 or anything in this Agreement ordinary course of business subsequent to the contrary, each date of the parties hereto agrees that it is 2003 Financial Statements and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not a condition required under generally accepted accounting principles to be reflected in the Closing that the Debt Financing, payoff letters, consents, amendments, or other similar actions described in this Section 6.15 and Section 6.14 be obtained2003 Financial Statements.

Existing Indebtedness. If requested by ParentPrior to or substantially contemporaneously with the initial funding of Loans on the Effective Date, (i) all principal, premium, if any, interest, fees and other amounts due or outstanding under the Existing Credit Agreement shall have been or shall be paid in full, the Company shall use reasonable best efforts to cooperate with Parent and Merger Sub in taking such actions as are necessary under (x) the indentures listed in item (iii) of Section 4.16 commitments of the Company Disclosure Letter lenders thereunder shall have been terminated, all letters of credit outstanding thereunder shall have been terminated or shall on the Effective Date become Existing Letters of Credit, all guarantees and (y) the credit agreements listed in Section 4.03(c) of the Company Disclosure Letter (collectively, “Existing Debt Documents”) in respect of the Transactions, including delivering or causing a Subsidiary to deliver any such notices, agreements, documents, or instruments necessary, proper, or advisable to comply with the terms thereof, including the delivery of any officer certificates and opinions of counsel required to be delivered thereunder Liens existing in connection with the Transactions. If Existing Credit Agreement and the “Loan Documents” referred to therein shall have been discharged and released and all related UCC and other filings shall have been terminated; (ii) all principal, premium, if any, interest, fees and other amounts due or outstanding under the extent reasonably requested by Parent Existing Acquired Company Credit Agreement shall have been or shall be paid in writingfull, the commitments of the lenders thereunder shall have been terminated, all letters of credit outstanding thereunder shall have been terminated or shall on the Effective Date become Existing Letters of Credit, all guarantees and Liens existing in connection with the Existing Acquired Company Credit Agreement shall have been discharged and released and all related UCC filings shall have been terminated; provided, that in lieu of causing any loans outstanding under the Existing Acquired Company Credit Agreement to be paid, the Company shall use reasonable best efforts to cooperate may (A) acquire such Loans, (B) pledge the same, together with Parent all related rights and Merger Sub in either interests (aincluding all rights under the Existing Acquired Company Credit Agreement and all related guarantees and security agreements) arranging as security for the termination of Existing Debt Documents Obligations under the Security Agreement (or redemption of the relevant notes or debentures) at the Closing (or such other date thereafter as agreed to by Parent and the Company), which redemption shall be the sole responsibility of Parent, and the procurement of customary payoff letters maintain in effect all UCC and other customary release documentation in connection therewith (including filings with respect to the Existing Revolving Credit FacilityLiens securing such loans) or and (bC) obtaining any consents required under any Existing Debt Documents to permit the consummation of the Transactions thereunder and obtaining any amendments to or other consents under cause the Existing Debt Documents as may Acquired Company Credit Agreement and all related documentation to be reasonably requested by Parent, and amended in each case, if reasonably requested by Parent, the Company shall, and shall cause its Subsidiaries to, execute and deliver such customary notices, agreements, documents, or instruments necessary in connection therewith. Notwithstanding anything in this Section 6.15 a manner satisfactory to the contrary, in no event shall the Company be required in connection with its obligations under this Section 6.15 to (i) incur or agree to incur any out-of-pocket expenses, unless they are promptly reimbursed by Parent, (ii) incur or agree to incur any commitment, tender, consent, amendment fee or any fee similar to any of the foregoing, unless Parent provides the funding to the Company therefor, Administrative Agent; and (iii) amend or agree the ISDA Master Agreement dated as of December 27, 2007, between the Acquired Company and JPMCB, and all swap transactions governed thereby, shall have been terminated and all obligations in respect thereof shall have been discharged. The Administrative Agent shall have received evidence reasonably satisfactory to amend any Existing Debt Document, which amendment is not conditioned on the Closing, (iv) incur any liability in connection therewith prior to the Closing Date, unless contingent upon the occurrence it of the Closing, (v) take any action that would unreasonably interfere with or unreasonably disrupt the normal operations and management satisfaction of the Company and its Subsidiaries, (vi) take any action that the Company reasonably believes could (A) violate its or its Subsidiaries’ certificate of incorporation or bye-laws (or comparable documents), (B) violate any applicable Law, (C) constitute a default or violation under, or give rise to any right of termination, cancellation, or acceleration of any right or obligation of the Company or its Subsidiaries or to a loss of any benefit to which the Company or its Subsidiaries is entitled under any provision of any Contract, or (D) result in the creation or imposition of any Lien on any asset of the Company or its Subsidiaries, (vii) waive or amend any terms of this Agreement, (viii) take any action that could reasonably be expected to cause any representation or warranty or covenant contained in this Agreement to be breached or to cause any condition to the Closing conditions set forth in Article VII to fail to be satisfied or otherwise cause any breach of this Agreement, (ix) provide access to or disclose information that the Company determines would jeopardize any attorney-client privilege of the Company or any of its Subsidiaries, (x) fund any repayment, redemption, cash collateralization, or provide any “backstop” letters of credit prior to the Closing, or (xi) result in any of the Company’s or any of its Subsidiaries’ Representatives incurring any personal liability with respect to any matters relating to this Section 6.15. Parent shall defend, indemnify, and hold harmless the Company, any of its Subsidiaries, and any of their respective Representatives from, against, and in respect of any and all claims, liabilities, losses, damages, judgments, fines, penalties, costs, and expenses (including fees of legal counsel) resulting from or incurred in connection with the cooperation hereunder or any information utilized in connection therewith. Notwithstanding this Section 6.15 or anything in this Agreement to the contrary, each of the parties hereto agrees that it is not a condition to the Closing that the Debt Financing, payoff letters, consents, amendments, or other similar actions described in this Section 6.15 and Section 6.14 be obtainedparagraph.

Existing Indebtedness. If requested by Parent(a) Xenith shall deliver all notices and take all other actions (subject to the Requisite Regulatory Approvals under Section 6.1(b)) to facilitate the termination at the Closing of all commitments in respect of Credit Agreement, dated October 28, 2015 among Xenith and ▇▇▇▇▇▇▇ ▇▇▇▇▇ Bank, N.A., as lender, as amended, supplemented or otherwise modified from time to time (the Company “Existing Credit Facility”) and the repayment in full on the Closing Date of all obligations in respect of the indebtedness thereunder; provided, that Xenith and HRB shall cooperate to provide any funds required to effect all such repayments at or prior to the Closing. In furtherance and not in limitation of the foregoing, Xenith shall use reasonable best efforts to cooperate with Parent and Merger Sub in taking such actions as are necessary under deliver to HRB at least two (x2) the indentures listed in item (iii) of Section 4.16 of the Company Disclosure Letter and (y) the credit agreements listed in Section 4.03(c) of the Company Disclosure Letter (collectively, “Existing Debt Documents”) in respect of the Transactions, including delivering or causing a Subsidiary to deliver any such notices, agreements, documents, or instruments necessary, proper, or advisable to comply with the terms thereof, including the delivery of any officer certificates and opinions of counsel required to be delivered thereunder in connection with the Transactions. If and business days prior to the extent reasonably requested by Parent in writing, the Company shall use reasonable best efforts to cooperate with Parent and Merger Sub in either (a) arranging for the termination of Existing Debt Documents (or redemption of the relevant notes or debentures) at the Closing (or such other date thereafter as agreed to by Parent and the Company), which redemption shall be the sole responsibility of Parent, and the procurement of customary Date an executed payoff letters and other customary release documentation in connection therewith (including letter with respect to the Existing Revolving Credit FacilityFacility (the “Payoff Letter”) or in form and substance customary for transactions of this type, which Payoff Letter shall, among other things, include the payoff amount. (b) obtaining any consents required under any Existing Debt Documents to permit the consummation of the Transactions thereunder and obtaining any amendments to or other consents under the Existing Debt Documents as may be reasonably requested by Parent, and in each case, if reasonably requested by Parent, the Company shall, and shall cause its Subsidiaries to, execute and deliver such customary notices, agreements, documents, or instruments necessary in connection therewith. Notwithstanding anything in this Section 6.15 to the contrary, in no event shall the Company be required in connection with its obligations under this Section 6.15 to (i) incur or agree to incur any out-of-pocket expenses, unless they are promptly reimbursed by Parent, (ii) incur or agree to incur any commitment, tender, consent, amendment fee or any fee similar to any of the foregoing, unless Parent provides the funding to the Company therefor, (iii) amend or agree to amend any Existing Debt Document, which amendment is not conditioned on the Closing, (iv) incur any liability in connection therewith prior Prior to the Closing Date, unless contingent upon Xenith shall take all actions required by the occurrence documentation governing the 6.75% subordinated notes due 2025, dated as of June 26, 2015 (the Closing, (v) take any action that would unreasonably interfere with or unreasonably disrupt the normal operations and management of the Company and its Subsidiaries, (vi) take any action that the Company reasonably believes could (A) violate its or its Subsidiaries’ certificate of incorporation or bye-laws (or comparable documents“Subordinated Notes”), (B) violate any applicable Law, (C) constitute a default or violation under, or give rise to any right of termination, cancellation, or acceleration of any right or obligation of the Company or its Subsidiaries or to a loss of any benefit to which the Company or its Subsidiaries is entitled under any provision of any Contract, or (D) result in the creation or imposition of any Lien on any asset of the Company or its Subsidiaries, (vii) waive or amend any terms of this Agreement, (viii) take any action that could reasonably be expected to cause any representation or warranty or covenant contained in this Agreement to be breached or to cause any condition . Prior to the Closing set forth in Article VII Date, Xenith and HRB shall cooperate to fail prepare any instrument required by the documentation governing the Subordinated Notes pursuant to be satisfied or otherwise cause any breach which HRB shall assume the obligations of this Agreement, (ix) provide access to or disclose information that the Company determines would jeopardize any attorney-client privilege of the Company or any of its Subsidiaries, (x) fund any repayment, redemption, cash collateralization, or provide any “backstop” letters of credit prior to the Closing, or (xi) result in any of the Company’s or any of its Subsidiaries’ Representatives incurring any personal liability Xenith with respect to any matters relating to this Section 6.15. Parent shall defend, indemnify, and hold harmless the Company, any Subordinated Notes as of its Subsidiaries, the Closing (the “Supplemental Instrument”) and any of their respective Representatives fromrelated certificates and other documents required by the documentation governing the Subordinated Notes. On the Closing Date, againstHRB and Xenith, as and in respect of any and all claims, liabilities, losses, damages, judgments, fines, penalties, costs, and expenses (including fees of legal counsel) resulting from or incurred in connection with the cooperation hereunder or any information utilized in connection therewith. Notwithstanding this Section 6.15 or anything in this Agreement to the contraryextent required by the documentation governing the Subordinated Notes, each of the parties hereto agrees that it is not a condition to the Closing that the Debt Financing, payoff letters, consents, amendments, or shall execute and deliver any such Supplemental Instrument and any related certificates and other similar actions described in this Section 6.15 and Section 6.14 be obtaineddocuments.

Existing Indebtedness. If requested by Parent, the Company shall use reasonable best efforts to cooperate with Parent Developer and Merger Sub in taking such actions as are necessary under Agency acknowledge that: (xi) the indentures listed in item Agency has previously issued the Existing Indebtedness as part of the Agency’s customary tax allocation bond financing that is secured by its pledge of tax increment from the BVHP Redevelopment Plan Area; (ii) the Agency has previously incurred additional indebtedness relating to its obligation to replenish certain reserve funds associated with bonds issued by certain project areas (the “Agency-Wide Indebtedness”); (iii) of Section 4.16 the Agency’s repayment of the Company Disclosure Letter and (y) the credit agreements listed Agency-Wide Indebtedness is secured in Section 4.03(c) part by its pledge of the Company Disclosure Letter (collectively, “Existing Debt Documents”) in respect tax increment from several of the Transactions, including delivering or causing a Subsidiary to deliver any such notices, agreements, documents, or instruments necessary, proper, or advisable to comply with the terms thereofits project areas, including the delivery BVHP Redevelopment Plan Area (the “Cross-Collateralization Pledge”); and (iv) it would be a violation of any officer certificates and opinions of counsel the Agency’s debt obligations for the Agency to refuse to use Net Available Increment not otherwise pledged to pay Tax Allocation Debt if required to be delivered thereunder in connection meet the Agency’s payment obligations for the Agency-Wide Indebtedness. In keeping with the Transactions. If and Funding Goals, however, the Agency agrees that, when it is required to make any payments on the Existing Indebtedness or on the Agency-Wide Indebtedness under the Cross-Collateralization Pledge, to the extent reasonably requested by Parent in writingthat doing so will not violate any Indenture or other instruments governing the Existing Indebtedness or the Agency-Wide Indebtedness, the Company shall use reasonable best efforts to cooperate with Parent and Merger Sub in either (a) arranging for Agency will make such payments using sources of Agency funds other than the termination of Existing Debt Documents (or redemption of the relevant notes or debentures) at the Closing (or such other date thereafter as agreed to by Parent Candlestick Increment and the Company), which redemption shall be Shipyard Increment. Developer agrees that the sole responsibility of Parent, and the procurement of customary payoff letters and other customary release documentation in connection therewith (including with respect to the Existing Revolving Credit Facility) or (b) obtaining any consents required under any Existing Debt Documents to permit the consummation of the Transactions thereunder and obtaining any amendments to or other consents under the Existing Debt Documents as may be reasonably requested by Parent, and in each case, if reasonably requested by Parent, the Company shall, and shall cause its Subsidiaries to, execute and deliver such customary notices, agreements, documents, or instruments necessary in connection therewith. Notwithstanding anything in this Section 6.15 to the contrary, in no event shall the Company be required in connection with its obligations Agency’s obligation under this Section 6.15 to (i3.5(c) incur or agree does not require the Agency to incur additional indebtedness to meet its Existing Indebtedness or Agency-Wide Indebtedness payment obligations. The Agency agrees that on and after the Reference Date, except for any out-of-pocket expensesPublic Financing contemplated by this Financing Plan, unless they are promptly reimbursed by Parent, (ii) incur or agree to the Agency will not incur any commitment, tender, consent, amendment fee new or any fee similar to any of the foregoing, unless Parent provides the funding to the Company therefor, (iii) amend or agree to amend any Existing Debt Document, which amendment is not conditioned on the Closing, (iv) incur any liability in connection therewith prior to the Closing Date, unless contingent upon the occurrence of the Closing, (v) take any action that would unreasonably interfere with or unreasonably disrupt the normal operations and management of the Company and its Subsidiaries, (vi) take any action that the Company reasonably believes could (A) violate its or its Subsidiaries’ certificate of incorporation or bye-laws (or comparable documents), (B) violate any applicable Law, (C) constitute a default or violation under, or give rise to any right of termination, cancellation, or acceleration of any right or obligation of the Company or its Subsidiaries or to a loss of any benefit to which the Company or its Subsidiaries is entitled under any provision of any Contract, or (D) result in the creation or imposition of any Lien on any asset of the Company or its Subsidiaries, (vii) waive or amend any terms of this Agreement, (viii) take any action that could reasonably be expected to cause any representation or warranty or covenant contained in this Agreement to be breached or to cause any condition to the Closing set forth in Article VII to fail to be satisfied or otherwise cause any breach of this Agreement, (ix) provide access to or disclose information that the Company determines would jeopardize any attorney-client privilege of the Company or any of its Subsidiaries, (x) fund any repayment, redemption, cash collateralization, or provide any additional “backstopindebtedness” letters of credit prior to the Closing, or (xi) result in any of the Company’s or any of its Subsidiaries’ Representatives incurring any personal liability with respect to any matters relating to this Section 6.15. Parent shall defend, indemnify, and hold harmless the Company, any of its Subsidiaries, and any of their respective Representatives from, against, and in respect of any and all claims, liabilities, losses, damages, judgments, fines, penalties, costs, and expenses (including fees any new or additional tax allocation bonds) under the CCRL the repayment of legal counsel) resulting from which is secured by a pledge of Candlestick Increment or incurred Shipyard Increment, without Developer’s Approval in connection with the cooperation hereunder or any information utilized in connection therewith. Notwithstanding this Section 6.15 or anything in this Agreement to the contrary, each of the parties hereto agrees that it is not a condition to the Closing that the Debt Financing, payoff letters, consents, amendments, or other similar actions described in this Section 6.15 and Section 6.14 be obtainedits sole discretion.

Existing Indebtedness. If requested by ParentOn the Closing Date, the Company Administrative Agent shall use reasonable best efforts have received evidence reasonably satisfactory to cooperate with Parent and Merger Sub in taking such actions as are necessary under it that (xi) the indentures listed in item (iii) of Section 4.16 of the Company Disclosure Letter and (y) the credit agreements listed in Section 4.03(c) of the Company Disclosure Letter (collectively, “Existing Debt Documents”) in respect of the Transactions, including delivering or causing a Subsidiary to deliver any such notices, agreements, documents, or instruments necessary, proper, or advisable to comply with the terms thereof, including the delivery of any officer certificates and opinions of counsel required to be delivered thereunder in connection with the Transactions. If and to the extent reasonably requested by Parent in writing, that any of the Company shall use reasonable best efforts Senior Notes are not purchased and retired on or before the Closing Date pursuant to cooperate with Parent and Merger Sub in either (a) arranging a tender offers for the termination Senior Notes, (A) irrevocable notices of Existing Debt Documents (redemption for such Senior Notes not tendered shall have been, or redemption substantially simultaneously with the initial funding the of the relevant notes Term Loans will be, given to the holders of such Senior Notes to redeem such Senior Notes on or debentures) at about 30 days following the Closing Date (the “Senior Notes Redemption Date”) and (B) the conditions to achieve a Covenant Defeasance of the Senior Notes pursuant to the Senior Notes Indentures have been, or such other date thereafter as agreed to by Parent and substantially simultaneously with the Company)initial funding of the Term Loans will be, which redemption shall be the sole responsibility of Parentsatisfied; provided that, and the procurement of customary payoff letters and other customary release documentation in connection therewith (including with respect to the Existing Revolving Credit Facility) Floating Rate Notes, a Covenant Defeasance shall not be required if, prior to or (b) obtaining any consents required under any Existing Debt Documents to permit substantially simultaneously with the consummation initial funding of the Transactions thereunder Term Loans, (1) the Floating Rate Supplemental Indenture shall have become effective and obtaining any amendments (2) cash in Dollars shall have been deposited with the trustee under the Floating Rate Notes Indenture in an amount, reasonably estimated by the Borrower (and reasonably approved by Administrative Agent), sufficient to satisfy the requirements of Section 8.04(a)(i) of the Floating Rate Notes Indenture; (ii) all principal, premium, if any, interest, fees and other amounts due or other consents outstanding under the Existing Debt Documents as may be reasonably requested by Parent, Agreements (other than under the Senior Notes Indentures and other than with respect to any outstanding letters of credit collateralized in each case, if reasonably requested by Parenta manner satisfactory to the Administrative Agent) shall have been paid in full, the Company shall, commitments to lend or make other extensions of credit thereunder terminated and all guarantees and security in support thereof discharged and released. Administrative Agent shall cause its Subsidiaries to, execute and deliver such customary notices, agreements, documents, or instruments necessary in connection therewith. Notwithstanding anything in this Section 6.15 have received evidence reasonably satisfactory to the contrary, in no event shall the Company be required in connection with its obligations under this Section 6.15 to it (i) incur or agree to incur any out-of-pocket expensesthat, unless they are promptly reimbursed by Parent, (ii) incur or agree to incur any commitment, tender, consent, amendment fee or any fee similar to any of the foregoing, unless Parent provides the funding immediately after giving effect to the Company thereforTransactions, (iii) amend or agree to amend any Existing Debt Document, which amendment is not conditioned on the Closing, (iv) incur any liability in connection therewith prior to the Closing Date, unless contingent upon the occurrence none of the Closing, (v) take any action that would unreasonably interfere with or unreasonably disrupt the normal operations and management of the Company and its Subsidiaries, (vi) take any action that the Company reasonably believes could (A) violate its or its Subsidiaries’ certificate of incorporation or bye-laws (or comparable documents), (B) violate any applicable Law, (C) constitute a default or violation under, or give rise to any right of termination, cancellation, or acceleration of any right or obligation of the Company or its Subsidiaries or to a loss of any benefit to which the Company or its Subsidiaries is entitled under any provision of any Contract, or (D) result in the creation or imposition of any Lien on any asset of the Company or its Subsidiaries, (vii) waive or amend any terms of this Agreement, (viii) take any action that could reasonably be expected to cause any representation or warranty or covenant contained in this Agreement to be breached or to cause any condition to the Closing set forth in Article VII to fail to be satisfied or otherwise cause any breach of this Agreement, (ix) provide access to or disclose information that the Company determines would jeopardize any attorney-client privilege of the Company Holdings or any of its SubsidiariesSubsidiaries shall have any Indebtedness other than the Indebtedness created under this Agreement, the Indebtedness created under the Revolving Credit Agreement and the Indebtedness set forth on Schedule 6.1 and (xii) fund any repaymentthat, redemption, cash collateralization, or provide any “backstop” letters of credit prior immediately after giving effect to the ClosingTransactions, there will not exist any default or (xi) result in any event of default under any of the Company’s or any of its Subsidiaries’ Representatives incurring any personal liability with respect to any matters relating to this Section 6.15. Parent shall defend, indemnify, and hold harmless documents governing the Company, any of its Subsidiaries, and any of their respective Representatives from, against, and in respect of any and all claims, liabilities, losses, damages, judgments, fines, penalties, costs, and expenses (including fees of legal counsel) resulting from or incurred in connection with the cooperation hereunder or any information utilized in connection therewith. Notwithstanding this Section 6.15 or anything in this Agreement to the contrary, each of the parties hereto agrees that it is not a condition to the Closing that the Debt Financing, payoff letters, consents, amendments, or other similar actions described in this Section 6.15 and Section 6.14 be obtained.Indebtedness set forth on Schedule 6.1

Existing Indebtedness. If requested by ParentAs more fully set forth on Schedule 5.2.8, the Company Property is subject to certain existing indebtedness, which is secured by, inter alia, a first mortgage or deed of trust on the Property (the “Existing Indebtedness”). Purchaser, at its election, such election to be delivered in writing to Seller no later than that date which is five (5) Business Days after the Effective Date, shall have the right to seek the consent of the holder of the Existing Indebtedness to the transaction contemplated by this Agreement without causing an acceleration of the Existing Indebtedness (the “Consent”). Seller and Purchaser shall cooperate in good faith and shall use reasonable best efforts to cooperate with Parent and Merger Sub assist in taking such actions as are necessary under (x) obtaining the indentures listed in item (iii) of Section 4.16 of the Company Disclosure Letter and (y) the credit agreements listed in Section 4.03(c) of the Company Disclosure Letter (collectivelyConsent; provided, “Existing Debt Documents”) in respect of the Transactionshowever, including delivering or causing a Subsidiary to deliver any such notices, agreements, documents, or instruments necessary, proper, or advisable to comply with the terms thereof, including the delivery of any officer certificates and opinions of counsel required to be delivered thereunder in connection with the Transactions. If and to the extent reasonably requested by Parent in writing, the Company that Seller shall use reasonable best efforts to cooperate with Parent and Merger Sub in either (a) arranging for the termination of Existing Debt Documents (or redemption of the relevant notes or debentures) at the Closing (or such other date thereafter as agreed to by Parent and the Company), which redemption shall be the sole responsibility of Parent, and the procurement of customary payoff letters and other customary release documentation in connection therewith (including with respect to the Existing Revolving Credit Facility) or (b) obtaining any consents required under any Existing Debt Documents to permit the consummation of the Transactions thereunder and obtaining any amendments to or other consents under the Existing Debt Documents as may be reasonably requested by Parent, and in each case, if reasonably requested by Parent, the Company shall, and shall cause its Subsidiaries to, execute and deliver such customary notices, agreements, documents, or instruments necessary in connection therewith. Notwithstanding anything in this Section 6.15 to the contrary, in no event shall the Company not be required in connection with its obligations under this Section 6.15 to (i) incur or agree to incur any out-of-pocket expenses, unless they are promptly reimbursed by Parent, (ii) incur costs or agree to incur any commitment, tender, consent, amendment fee or any fee similar to any of the foregoing, unless Parent provides the funding to the Company therefor, (iii) amend or agree to amend any Existing Debt Document, which amendment is not conditioned on the Closing, (iv) incur any liability expenses in connection therewith prior therewith. If Purchaser elects not to obtain or is unable to obtain the Consent on or before April 21, 2006, pursuant to documentation reasonably acceptable to Purchaser and Seller, including, without limitation, estoppel provisions reasonably acceptable to Purchaser and releases of existing guaranties and indemnities from Seller and its affiliates in form reasonably acceptable to Seller (the “Loan Documents”), then, if the Closing Dateoccurs, unless contingent upon Seller shall cause the occurrence of Trust to pay at Closing the Closing, (v) take any action that would unreasonably interfere with or unreasonably disrupt the normal operations and management of the Company and its Subsidiaries, (vi) take any action that the Company reasonably believes could (A) violate its or its Subsidiaries’ certificate of incorporation or bye-laws (or comparable documents), (B) violate any applicable Law, (C) constitute a default or violation under, or give rise to any right of termination, cancellation, or acceleration of any right or obligation of the Company or its Subsidiaries or to a loss of any benefit to which the Company or its Subsidiaries is entitled under any provision of any Contract, or (D) result in the creation or imposition of any Lien on any asset of the Company or its Subsidiaries, (vii) waive or amend any terms of this Agreement, (viii) take any action that could reasonably be expected to cause any representation or warranty or covenant contained in this Agreement to be breached or to cause any condition to the Closing set forth in Article VII to fail to be satisfied or otherwise cause any breach of this Agreement, (ix) provide access to or disclose information that the Company determines would jeopardize any attorney-client privilege of the Company or any of its Subsidiaries, (x) fund any repayment, redemption, cash collateralization, or provide any “backstop” letters of credit prior to the Closing, or (xi) result in any of the Company’s or any of its Subsidiaries’ Representatives incurring any personal liability with respect to any matters relating to this Section 6.15. Parent shall defend, indemnify, and hold harmless the Company, any of its Subsidiaries, and any of their respective Representatives from, against, and in respect of any then outstanding principal balance and all claims, liabilities, losses, damages, judgments, fines, penalties, costs, other sums due and expenses (including fees of legal counsel) resulting from or incurred payable in connection with the cooperation hereunder or Existing Indebtedness, including, without limitation, any information utilized prepayment penalty that may be due thereunder. If Purchaser elects to obtain and does obtain the Consent, at Closing, Purchaser shall be entitled to deduct from the Purchase Price otherwise payable hereunder, the then-outstanding principal balance and other sums due and payable in connection therewith. Notwithstanding this Section 6.15 with the Existing Indebtedness, including any transfer fees, assumption fees, and points on additional loan proceeds, not to exceed the amount Seller would otherwise be obligated to pay as a prepayment premium were Purchaser to elect to not seek the Consent, but excluding any other costs, fees or anything in this Agreement to the contrary, each expenses of the parties hereto agrees that it is not a condition holders of the Existing Indebtedness, their counsel or third party consultants incurred or payable in connection with Purchaser’s attempt to obtain the Closing that Consent the Debt Financing, payoff letters, consents, amendments, or other similar actions described in this Section 6.15 and Section 6.14 be obtainedExisting Indebtedness.

Existing Indebtedness. If requested by ParentThe Agent shall have received evidence satisfactory to the Agent and the Lenders that, after giving effect to the Company shall use reasonable best efforts to cooperate with Parent and Merger Sub in taking such actions as are necessary under (x) the indentures listed in item (iii) of Section 4.16 of the Company Disclosure Letter and (y) the credit agreements listed in Section 4.03(c) of the Company Disclosure Letter (collectively, “Existing Debt Documents”) in respect consummation of the Transactions, including delivering (i) the Borrower and its Subsidiaries shall not be liable for or causing have outstanding any Indebtedness which is of the type of Indebtedness which would appear as a Subsidiary to deliver any such notices, agreements, documents, liability on (or instruments necessary, proper, or advisable to comply with the terms thereof, including the delivery of any officer certificates and opinions of counsel would be required to appear as a liability on) the consolidated balance sheet of the Borrower (and not of the type required solely to be delivered thereunder included in connection with the Transactions. If footnotes thereto) and to which Indebtedness shall include, without limitation, Indebtedness for borrowed money and Capitalized Lease Obligations, other than (A) the extent reasonably requested Loans outstanding hereunder as contemplated by Parent in writingSection 4.1(q) and (B) Indebtedness set forth on Schedule 7.2 (collectively, the "Surviving Debt"), the aggregate outstanding principal amount of which shall not exceed $100,000,000 as of the Closing Date, and (ii) the Borrower, the Company and each of their respective Subsidiaries shall use reasonable best efforts to cooperate with Parent and Merger Sub have paid in either (a) arranging for the termination of Existing Debt Documents (or redemption full all other Indebtedness of the relevant notes or debenturesBorrower, the Company and their respective Subsidiaries existing prior to the making of the initial Loans hereunder (all of the foregoing Indebtedness described in the foregoing clause (i) at the Closing and (or such other date thereafter ii) referred to collectively as agreed to by Parent and the Company"Existing Debt"), which redemption . The Agent shall be satisfied that the sole responsibility of Parentexecution and delivery of, and the procurement performance by each of customary payoff letters the Borrower, the Company and other customary release documentation in connection therewith (including with respect their respective Subsidiaries of its respective obligations under, each Transaction Document to the Existing Revolving Credit Facility) or (b) obtaining any consents required under any Existing Debt Documents to permit the which it is a party and consummation of the Transactions thereunder and obtaining does not violate, conflict with or cause a default under any amendments to document or instrument evidencing Existing Debt, other consents under the than Existing Debt Documents as may be reasonably requested by Parentbeing repaid on the Closing Date. The Agent shall have received (i) payoff and lien termination and release agreements, in form and in substance satisfactory to the Agent, from each case, if reasonably requested by Parentcreditor of the Borrower, the Company shalland their respective Subsidiaries with respect to Existing Debt other than Surviving Debt, and shall cause its Subsidiaries to, execute and deliver such customary notices, agreements, documents, or instruments necessary in connection therewith. Notwithstanding anything in this Section 6.15 to the contrary, in no event shall the Company be required in connection with its obligations under this Section 6.15 to (i) incur or agree to incur any out-of-pocket expenses, unless they are promptly reimbursed by Parent, (ii) incur such Form UCC-3 (or agree to incur any commitmentits equivalent), tenderintellectual property lien releases in recordable form in all applicable jurisdictions, consentand other lien and mortgage release and termination agreements, amendment fee or any fee similar to any evidence of the foregoingrelease of federal and state tax liens, unless Parent provides the funding all in form and substance satisfactory to the Company thereforAgent, (iii) amend or agree to amend any Existing Debt Documentas the Agent shall request, duly executed by the appropriate Person in favor of which amendment is not conditioned on the Closing, (iv) incur any liability in connection therewith prior to the Closing Date, unless contingent upon the occurrence of the Closing, (v) take any action that would unreasonably interfere with or unreasonably disrupt the normal operations and management of the Company and its Subsidiaries, (vi) take any action that the Company reasonably believes could (A) violate its or its Subsidiaries’ certificate of incorporation or bye-laws (or comparable documents), (B) violate any applicable Law, (C) constitute a default or violation under, or give rise to any right of termination, cancellation, or acceleration of any right or obligation of the Company or its Subsidiaries or to a loss of any benefit to which the Company or its Subsidiaries is entitled under any provision of any Contract, or (D) result in the creation or imposition of any Lien on any asset of the Company or its Subsidiaries, (vii) waive or amend any terms of this Agreement, (viii) take any action that could reasonably be expected to cause any representation or warranty or covenant contained in this Agreement to be breached or to cause any condition to the Closing set forth in Article VII to fail to be satisfied or otherwise cause any breach of this Agreement, (ix) provide access to or disclose information that the Company determines would jeopardize any attorney-client privilege of the Company or any of its Subsidiaries, (x) fund any repayment, redemption, cash collateralization, or provide any “backstop” letters of credit prior to the Closing, or (xi) result in any of the Company’s or any of its Subsidiaries’ Representatives incurring any personal liability with respect to any matters relating to this Section 6.15. Parent shall defend, indemnify, and hold harmless the Company, any of its Subsidiaries, and any of their respective Representatives from, against, and in respect of any and all claims, liabilities, losses, damages, judgments, fines, penalties, costs, and expenses (including fees of legal counsel) resulting from or incurred in connection with the cooperation hereunder or any information utilized in connection therewith. Notwithstanding this Section 6.15 or anything in this Agreement to the contrary, each of the parties hereto agrees that it is not a condition to the Closing that the Debt Financing, payoff letters, consents, amendments, or other similar actions described in this Section 6.15 and Section 6.14 be obtainedsuch Liens were granted.

Existing Indebtedness. If requested (i) On the Closing Date, Holdings and its Subsidiaries shall have (a) repaid in full all Indebtedness and other obligations outstanding under, evidenced by Parentor related to the Existing Credit Agreement, (b) terminated any commitments to lend or make other extensions of credit thereunder, (c) made arrangements satisfactory to Administrative Agent with respect to the cancellation of any letters of credit outstanding thereunder or the issuance of Letters of Credit to support the obligations of Holdings and its Subsidiaries with respect thereto and (d) delivered to Administrative Agent a customary payoff letter (or other reasonably satisfactory confirmation of the foregoing) and all documents or instruments necessary to release all Liens securing Indebtedness or other obligations of Holdings and its Subsidiaries thereunder. (ii) On the Closing Date (a) a notice of redemption with respect to the 10.25% Senior Notes due 2018 issued by First Wind Capital, LLC shall have been delivered, the Company indenture relating to such notes shall use reasonable best efforts to cooperate with Parent have been satisfied and Merger Sub in taking such actions as are necessary under (x) the indentures listed in item (iii) of Section 4.16 of the Company Disclosure Letter discharged, and (y) the credit agreements listed in Section 4.03(c) of the Company Disclosure Letter (collectively, “Existing Debt Documents”) in respect of the Transactions, including delivering or causing a Subsidiary to deliver any such notices, agreements, documents, or instruments necessary, proper, or advisable to comply with the terms thereof, including the delivery of any officer certificates and opinions of counsel all documentation required to be delivered thereunder on the Closing Date pursuant to such indenture and the related security documents in connection with the Transactionsrelease of the collateral securing such notes shall have been delivered, and Administrative Agent and the Arrangers shall have received copies thereof, (b) all indebtedness under the $291 million term loan B facility of the ▇▇▇▇▇▇ joint venture of the Acquired Business shall have been repaid in full, (c) all indebtedness under the Secured Promissory Note dated as of November 21, 2011, between Hawaiian Island Holdings, LLC, as the borrower, and KeyBank National Association, as the lender, as amended by that certain Amendment No. If 1 to Secured Promissory Note dated as of November 19, 2012, as further amended by that certain Amendment No. 2 to Secured Promissory Note dated as of December 14, 2012, as further amended by that certain Amendment No. 3 to Secured Promissory Note dated as of January 15, 2013 and as further amended by that certain Amendment No. 4 to Secured Promissory Note dated as of March 10, 2014 shall have been repaid in full, (d) all indebtedness under the Amended and Restated Reimbursement Agreement, dated as of July 25, 2013, among First Wind Utah Holdings, LLC, First Wind Utah Portfolio, LLC, First Wind Holdings, LLC, First Wind Capital, LLC, First Wind Portfolio, LLC, financial institutions party thereto, BNP Paribas, as Collateral Agent, Administrative Agent and as fronting bank, and other entities party thereto, shall have been repaid in full and all of the commitments thereunder shall have been terminated, (e) all indebtedness (other than such indebtedness in an aggregate principal amount not to exceed $25 million) under the credit agreements, promissory notes and other credit documents set forth on Schedule 3.1(f) shall have been repaid in full (or to the extent applicable, cash collateralized or supported by a back-to-back letter of credit) and (f) a customary payoff letter (or other reasonably requested by Parent in writing, satisfactory confirmation of satisfaction of the Company shall use reasonable best efforts to cooperate with Parent and Merger Sub in either foregoing clauses (a) arranging for the termination through (e)) and all documents or instruments necessary to release all Liens securing Indebtedness or other obligations of Existing Debt Documents Holdings and its Subsidiaries thereunder shall have been delivered to Administrative Agent. (or redemption of the relevant notes or debenturesiii) at the Closing (or such other date thereafter as agreed After giving effect to by Parent and the Company), which redemption shall be the sole responsibility of Parent, and the procurement of customary payoff letters and other customary release documentation in connection therewith (including with respect to the Existing Revolving Credit Facility) or (b) obtaining any consents required under any Existing Debt Documents to permit the consummation of transactions contemplated by the Transactions thereunder and obtaining any amendments to or other consents under Related Agreements, neither the Existing Debt Documents as may be reasonably requested by Parent, and in each case, if reasonably requested by Parent, the Company shall, and shall cause Borrower nor its Subsidiaries to, execute and deliver such customary notices, agreements, documents, or instruments necessary in connection therewith. Notwithstanding anything in this Section 6.15 to (including the contrary, in no event shall the Company be required in connection with its obligations under this Section 6.15 to Acquired Business) will have any third party Indebtedness for borrowed money other than (i) incur other Indebtedness of the Borrower or agree to incur any out-of-pocket expensesits Subsidiaries (other than the Acquired Business) outstanding on November 17, unless they are promptly reimbursed by Parent2014, (ii) incur or agree to incur the Senior Notes and any commitment, tender, consent, amendment fee or any fee similar to any of the foregoing, unless Parent provides the funding to the Company thereforIndebtedness incurred under this Agreement, (iii) amend Indebtedness of the Acquired Business permitted to be incurred or agree outstanding on or prior to amend any Existing Debt Document, which amendment is not conditioned the Closing Date pursuant to the Acquisition Agreement as in effect on the Closingdate hereof, (iv) incur any liability in connection therewith prior except to the Closing Dateextent required to be repaid in accordance with the preceding sentence, unless contingent upon the occurrence of the Closingany non-recourse project financing, (v) take any action that would unreasonably interfere with or unreasonably disrupt the normal operations and management Indebtedness of TerraForm Warehouse, LLC to be incurred for purposes of developing certain subsidiaries of the Company Acquired Business and its Subsidiariesselling such subsidiaries to the Borrower, (vi) take for the avoidance of doubt, any action that the Company reasonably believes could (A) violate its or its Subsidiaries’ certificate of incorporation or bye-laws (or comparable documents), (B) violate any applicable Law, (C) constitute a default or violation under, or give rise to any right of termination, cancellation, or acceleration of any right or obligation other Indebtedness of the Company type described in clauses (a) - (m) or its Subsidiaries or to a loss clause (r) of any benefit to which the Company or its Subsidiaries is entitled under any provision of any Contract, or (D) result in the creation or imposition of any Lien on any asset of the Company or its SubsidiariesSection 6.1 hereof, (vii) waive or amend any terms of this AgreementIndebtedness under the credit agreements, promissory notes and other credit documents set forth on Schedule 3.1(f) in an aggregate principal amount not to exceed $25 million for all such indebtedness, and (viii) take any action that could reasonably be expected to cause any representation or warranty or covenant contained in this Oakfield Wind, LLC’s LC Loan Notes dated as of April 30, 2014 and May 15, 2014, Amended and Restated Construction Loan dated as of May 15, 2014 and Amended and Restated Financing Agreement to be breached or to cause any condition to the Closing set forth in Article VII to fail to be satisfied or otherwise cause any breach dated as of this AgreementMay 15, 2014 and (ix) provide access to or disclose information that other debt approved by the Company determines would jeopardize any attorney-client privilege of Administrative Agent and the Company or any of its Subsidiaries, (x) fund any repayment, redemption, cash collateralization, or provide any “backstop” letters of credit prior to the Closing, or (xi) result Arrangers in any of the Company’s or any of its Subsidiaries’ Representatives incurring any personal liability with respect to any matters relating to this Section 6.15. Parent shall defend, indemnify, and hold harmless the Company, any of its Subsidiaries, and any of their respective Representatives from, against, and in respect of any and all claims, liabilities, losses, damages, judgments, fines, penalties, costs, and expenses (including fees of legal counsel) resulting from or incurred in connection with the cooperation hereunder or any information utilized in connection therewith. Notwithstanding this Section 6.15 or anything in this Agreement to the contrary, each of the parties hereto agrees that it is not a condition to the Closing that the Debt Financing, payoff letters, consents, amendments, or other similar actions described in this Section 6.15 and Section 6.14 be obtainedreasonable discretion.

Existing Indebtedness. If requested by Parent, the Company shall use reasonable best efforts to cooperate with Parent and Merger Sub in taking such actions as are necessary under (x) the indentures listed in item (iii) of Section 4.16 Below is a list of the Company Disclosure Letter and (y) the credit agreements listed in Section 4.03(c) of the Company Disclosure Letter (collectively, “Existing Debt Documents”) in respect of the Transactions, including delivering or causing a Subsidiary to deliver any such notices, agreements, documents, or instruments necessary, proper, or advisable to comply with the terms thereof, including the delivery of any officer certificates and opinions of counsel required to be delivered thereunder in connection with the TransactionsCompany’s existing indebtedness. If and to the extent reasonably requested by Parent in writing, the Company shall use reasonable best efforts to cooperate with Parent and Merger Sub in either Indicate whether (a) arranging for the termination of Existing Debt Documents (or redemption of the relevant notes or debentures) at such indebtedness will be paid on the Closing (or such other date thereafter as agreed to by Parent and the Company), which redemption shall be the sole responsibility of ParentDate, and the procurement of customary payoff letters and other customary release documentation if so, whether in connection therewith (including with respect to the Existing Revolving Credit Facility) full or (b) obtaining any consents required under any Existing Debt Documents if not, whether such indebtedness will be subordinated to permit Siena on the consummation Closing Date: Attached are true and complete copies of all documentation evidencing such indebtedness of the Transactions thereunder and obtaining any amendments to or other consents under the Company. Creditor Amount Outstanding Secured (Y/N) Will be Subordinated (Y/N) Maturity Date To be Paid Off at Closing (Y/N) Paid in Full? (Y/N) If not, amount? None. 46. Existing Debt Documents as may be reasonably requested by Parent, and in each case, if reasonably requested by Parent, the Company shall, and shall cause its Subsidiaries to, execute and deliver such customary notices, agreements, documents, or instruments necessary in connection therewithLiens. Notwithstanding anything in this Section 6.15 The Company’s assets are subject to the contraryfollowing liens, in no event shall the Company security interests, attachments and garnishments. Indicate whether (a) such liens will be required in connection with its obligations under this Section 6.15 to (i) incur or agree to incur any out-of-pocket expenses, unless they are promptly reimbursed by Parent, (ii) incur or agree to incur any commitment, tender, consent, amendment fee or any fee similar to any of the foregoing, unless Parent provides the funding to the Company therefor, (iii) amend or agree to amend any Existing Debt Document, which amendment is not conditioned released on the Closing, (iv) incur any liability in connection therewith prior to the Closing Date, unless contingent upon or (b) such liens will be subordinated to Siena on the occurrence Closing Date: Assets Subject to Lien Secured Party Amount Secured To be Released at Closing (Y/N) To be Subordinated at Closing (Y/N) None. 47. Shareholder/Employee Indebtedness. None of the Closingowners, (v) take any action that would unreasonably interfere with officers or unreasonably disrupt the normal operations and management directors of the Company and its Subsidiaries, nor any other person or entity (vieach a “Creditor”) take has any action that claim against the Company reasonably believes could (A) violate its or its Subsidiaries’ certificate of incorporation or bye-laws (or comparable documents)for amounts due such Creditor, (B) violate any applicable Law, (C) constitute a default or violation under, or give rise other than ordinary salary and amounts owing to any right of termination, cancellation, or acceleration of any right or obligation of the Company or its Subsidiaries or to a loss of any benefit to which the Company or its Subsidiaries is entitled under any provision of any Contract, or (D) result such Creditor in the creation or imposition ordinary course of any Lien on any asset business except: Creditor Amount Secured (Y/N) Will be Subordinated (Y/N) Maturity Date To be Paid Off at Closing (Y/N) Paid in Full? (Y/N) If not, amount? None. 48. Insurance Coverage. The Company presently maintains property, fire, business interruption, liability, product liability and extended coverage insurance as follows: Carrier Type of the Company or its Subsidiaries, (vii) waive or amend any terms Coverage Deductible Policy No. Term See Schedule of this Agreement, (viii) take any action that could reasonably be expected Insurance previously provided to cause any representation or warranty or covenant contained in this Agreement to be breached or to cause any condition to the Closing set forth in Article VII to fail to be satisfied or otherwise cause any breach of this Agreement, (ix) provide access to or disclose information that the Company determines would jeopardize any attorney-client privilege of the Company or any of its Subsidiaries, (x) fund any repayment, redemption, cash collateralization, or provide any “backstop” letters of credit prior to the Closing, or (xi) result in any of the Company’s or any of its Subsidiaries’ Representatives incurring any personal liability with respect to any matters relating to this Section 6.15. Parent shall defend, indemnify, and hold harmless the Company, any of its Subsidiaries, and any of their respective Representatives from, against, and in respect of any and all claims, liabilities, losses, damages, judgments, fines, penalties, costs, and expenses (including fees of legal counsel) resulting from or incurred in connection with the cooperation hereunder or any information utilized in connection therewith. Notwithstanding this Section 6.15 or anything in this Agreement to the contrary, each of the parties hereto agrees that it is not a condition to the Closing that the Debt Financing, payoff letters, consents, amendments, or other similar actions described in this Section 6.15 and Section 6.14 be obtainedLender.

Existing Indebtedness. If requested by ParentThe Agent shall have received evidence satisfactory to the Agent and the Lenders that, after giving effect to the Company shall use reasonable best efforts to cooperate with Parent and Merger Sub in taking such actions as are necessary under (x) the indentures listed in item (iii) of Section 4.16 of the Company Disclosure Letter and (y) the credit agreements listed in Section 4.03(c) of the Company Disclosure Letter (collectively, “Existing Debt Documents”) in respect consummation of the Transactions, including delivering (i) the Borrower and its Subsidiaries shall not be liable for or causing have outstanding any Indebtedness which is of the type of Indebtedness which would appear as a Subsidiary to deliver any such notices, agreements, documents, liability on (or instruments necessary, proper, or advisable to comply with the terms thereof, including the delivery of any officer certificates and opinions of counsel would be required to appear as a liability on) the consolidated balance sheet of the Borrower (and not of the type required solely to be delivered thereunder included in connection with the Transactions. If footnotes thereto) and which Indebtedness shall include, without limitation, Indebtedness for borrowed money and Capitalized Lease Obligations, other than (A) the Revolving Loans outstanding hereunder as contemplated by Section 4.1(q) and (B) Indebtedness permitted under Section 7.2 (but excluding Indebtedness described in Section 7.2(a)) (collectively, the "Surviving Debt"), the aggregate outstanding principal amount of which shall not exceed $490,000,000 as of the Closing Date, and (ii) the Borrower and each of its Subsidiaries shall have paid in full all other Indebtedness of the Borrower and each of its Subsidiaries existing prior to the extent reasonably requested by Parent in writing, the Company shall use reasonable best efforts to cooperate with Parent and Merger Sub in either (a) arranging for the termination of Existing Debt Documents (or redemption making of the relevant notes or debenturesinitial Revolving Loans hereunder (all of the foregoing Indebtedness described in the foregoing clause (i) at the Closing and (or such other date thereafter ii) referred to collectively as agreed to by Parent and the Company"Existing Debt"), which redemption . The Agent shall be satisfied that the sole responsibility of Parentexecution and delivery of, and the procurement performance by each of customary payoff letters the Borrower and other customary release documentation in connection therewith (including with respect its Subsidiaries of its respective obligations under, each Transaction Document to the Existing Revolving Credit Facility) or (b) obtaining any consents required under any Existing Debt Documents to permit the which it is a party and consummation of the Transactions thereunder and obtaining does not violate, conflict with or cause a default under any amendments to document or instrument evidencing Existing Debt, other consents under the than Existing Debt Documents as may be reasonably requested by Parent, and in each case, if reasonably requested by Parent, being repaid on the Company shall, and Closing Date. The Agent shall cause its Subsidiaries to, execute and deliver such customary notices, agreements, documents, or instruments necessary in connection therewith. Notwithstanding anything in this Section 6.15 to the contrary, in no event shall the Company be required in connection with its obligations under this Section 6.15 to have received (i) incur or agree payoff and lien termination and release agreements, in form and substance satisfactory to incur any out-of-pocket expensesthe Agent, unless they are promptly reimbursed by Parentfrom each creditor of the Borrower and its Subsidiaries with respect to Existing Debt other than Surviving Debt, and (ii) incur such Form UCC-3 (or agree to incur any commitmentits equivalent), tenderintellectual property lien releases in recordable form in all applicable jurisdictions, consentand other lien and mortgage release and termination agreements, amendment fee or any fee similar to any evidence of the foregoingrelease of federal and state tax liens, unless Parent provides the funding all in form and substance satisfactory to the Company thereforAgent, (iii) amend or agree to amend any Existing Debt Documentas the Agent shall request, duly executed by the appropriate Person in favor of which amendment is not conditioned on the Closing, (iv) incur any liability in connection therewith prior to the Closing Date, unless contingent upon the occurrence of the Closing, (v) take any action that would unreasonably interfere with or unreasonably disrupt the normal operations and management of the Company and its Subsidiaries, (vi) take any action that the Company reasonably believes could (A) violate its or its Subsidiaries’ certificate of incorporation or bye-laws (or comparable documents), (B) violate any applicable Law, (C) constitute a default or violation under, or give rise to any right of termination, cancellation, or acceleration of any right or obligation of the Company or its Subsidiaries or to a loss of any benefit to which the Company or its Subsidiaries is entitled under any provision of any Contract, or (D) result in the creation or imposition of any Lien on any asset of the Company or its Subsidiaries, (vii) waive or amend any terms of this Agreement, (viii) take any action that could reasonably be expected to cause any representation or warranty or covenant contained in this Agreement to be breached or to cause any condition to the Closing set forth in Article VII to fail to be satisfied or otherwise cause any breach of this Agreement, (ix) provide access to or disclose information that the Company determines would jeopardize any attorney-client privilege of the Company or any of its Subsidiaries, (x) fund any repayment, redemption, cash collateralization, or provide any “backstop” letters of credit prior to the Closing, or (xi) result in any of the Company’s or any of its Subsidiaries’ Representatives incurring any personal liability with respect to any matters relating to this Section 6.15. Parent shall defend, indemnify, and hold harmless the Company, any of its Subsidiaries, and any of their respective Representatives from, against, and in respect of any and all claims, liabilities, losses, damages, judgments, fines, penalties, costs, and expenses (including fees of legal counsel) resulting from or incurred in connection with the cooperation hereunder or any information utilized in connection therewith. Notwithstanding this Section 6.15 or anything in this Agreement to the contrary, each of the parties hereto agrees that it is not a condition to the Closing that the Debt Financing, payoff letters, consents, amendments, or other similar actions described in this Section 6.15 and Section 6.14 be obtainedsuch Liens were granted.

Existing Indebtedness. If requested Obligations secured by ParentLiens set forth on Schedule 1.1 (P). THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the “Assignor”) and [Insert name of Assignee] (the “Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as the same may be amended, restated, modified, or supplemented, the Company shall use reasonable best efforts “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to cooperate and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with Parent the Standard Terms and Merger Sub in taking such actions Conditions and the Credit Agreement, as are necessary under (x) the indentures listed in item (iii) of Section 4.16 of the Company Disclosure Letter Effective Date inserted by the Administrative Agent as contemplated below (i) all of the Assignor’s rights and obligations in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below (including, without limitation, any Letters of Credit and guarantees included in such facilities), and (yii) to the credit agreements listed in Section 4.03(c) extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Company Disclosure Letter Assignor (collectivelyin its capacity as a Lender) against any Person, “Existing Debt Documents”) in respect of the Transactionswhether known or unknown, including delivering arising under or causing a Subsidiary to deliver any such notices, agreements, documents, or instruments necessary, proper, or advisable to comply with the terms thereof, including the delivery of any officer certificates and opinions of counsel required to be delivered thereunder in connection with the Transactions. If and to the extent reasonably requested by Parent in writingCredit Agreement, the Company shall use reasonable best efforts to cooperate with Parent and Merger Sub in either (a) arranging for the termination of Existing Debt Documents (or redemption of the relevant notes or debentures) at the Closing (or such any other date thereafter as agreed to by Parent and the Company), which redemption shall be the sole responsibility of Parent, and the procurement of customary payoff letters and other customary release documentation in connection therewith (including with respect to the Existing Revolving Credit Facility) or (b) obtaining any consents required under any Existing Debt Documents to permit the consummation of the Transactions thereunder and obtaining any amendments to or other consents under the Existing Debt Documents as may be reasonably requested by Parent, and in each case, if reasonably requested by Parent, the Company shall, and shall cause its Subsidiaries to, execute and deliver such customary notices, agreements, documents, documents or instruments necessary delivered pursuant thereto or the loan transactions governed thereby or in connection therewith. Notwithstanding anything in this Section 6.15 to the contrary, in no event shall the Company be required in connection with its obligations under this Section 6.15 to (i) incur any way based on or agree to incur any out-of-pocket expenses, unless they are promptly reimbursed by Parent, (ii) incur or agree to incur any commitment, tender, consent, amendment fee or any fee similar related to any of the foregoing, unless Parent provides the funding including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the Company thereforrights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as, (iii) amend or agree to amend any Existing Debt Document, which amendment the “Assigned Interest”). Such sale and assignment is not conditioned on the Closing, (iv) incur any liability in connection therewith prior without recourse to the Closing DateAssignor and, unless contingent upon the occurrence of the Closingexcept as expressly provided in this Assignment and Assumption, (v) take any action that would unreasonably interfere with or unreasonably disrupt the normal operations and management of the Company and its Subsidiaries, (vi) take any action that the Company reasonably believes could (A) violate its or its Subsidiaries’ certificate of incorporation or bye-laws (or comparable documents), (B) violate any applicable Law, (C) constitute a default or violation under, or give rise to any right of termination, cancellation, or acceleration of any right or obligation of the Company or its Subsidiaries or to a loss of any benefit to which the Company or its Subsidiaries is entitled under any provision of any Contract, or (D) result in the creation or imposition of any Lien on any asset of the Company or its Subsidiaries, (vii) waive or amend any terms of this Agreement, (viii) take any action that could reasonably be expected to cause any without representation or warranty or covenant contained in this Agreement to be breached or to cause any condition to by the Closing set forth in Article VII to fail to be satisfied or otherwise cause any breach of this Agreement, (ix) provide access to or disclose information that the Company determines would jeopardize any attorney-client privilege of the Company or any of its Subsidiaries, (x) fund any repayment, redemption, cash collateralization, or provide any “backstop” letters of credit prior to the Closing, or (xi) result in any of the Company’s or any of its Subsidiaries’ Representatives incurring any personal liability with respect to any matters relating to this Section 6.15. Parent shall defend, indemnify, and hold harmless the Company, any of its Subsidiaries, and any of their respective Representatives from, against, and in respect of any and all claims, liabilities, losses, damages, judgments, fines, penalties, costs, and expenses (including fees of legal counsel) resulting from or incurred in connection with the cooperation hereunder or any information utilized in connection therewith. Notwithstanding this Section 6.15 or anything in this Agreement to the contrary, each of the parties hereto agrees that it is not a condition to the Closing that the Debt Financing, payoff letters, consents, amendments, or other similar actions described in this Section 6.15 and Section 6.14 be obtainedAssignor.

Existing Indebtedness. If requested by ParentThe Agent shall have received evidence satisfactory to the Agent and the Lenders that, after giving effect to the Company shall use reasonable best efforts to cooperate with Parent and Merger Sub in taking such actions as are necessary under (x) the indentures listed in item (iii) of Section 4.16 of the Company Disclosure Letter and (y) the credit agreements listed in Section 4.03(c) of the Company Disclosure Letter (collectively, “Existing Debt Documents”) in respect consummation of the Transactions, including delivering (i) the Borrower and its Subsidiaries shall not be liable for or causing have outstanding any Indebtedness which is of the type of Indebtedness which would appear as a Subsidiary to deliver any such notices, agreements, documents, liability on (or instruments necessary, proper, or advisable to comply with the terms thereof, including the delivery of any officer certificates and opinions of counsel would be required to appear as a liability on) the consolidated balance sheet of the Borrower (and not of the type required solely to be delivered thereunder included in connection with the Transactions. If footnotes thereto) and to which Indebtedness shall include, without limitation, Indebtedness for borrowed money and Capital ized Lease Obligations, other than (A) the extent reasonably requested Loans outstanding hereunder as contemplated by Parent Section 4.1(q) and (B) Indebtedness permitted under Section 7.2 (but excluding Indebtedness described in writingSection 7.2(a)) (collectively, the "Surviving Debt"), the aggregate outstanding principal amount of which shall not exceed $350,000,000 as of the Closing Date, and (ii) the Borrower, the Company and each of their respective Subsidiaries shall use reasonable best efforts to cooperate with Parent and Merger Sub have paid in either (a) arranging for the termination of Existing Debt Documents (or redemption full all other Indebtedness of the relevant notes or debenturesBorrower, the Company and their respective Subsidiaries existing prior to the making of the initial Loans hereunder (all of the foregoing Indebtedness described in the foregoing clause (i) at the Closing and (or such other date thereafter ii) referred to collectively as agreed to by Parent and the Company"Existing Debt"), which redemption . The Agent shall be satisfied that the sole responsibility of Parentexecution and delivery of, and the procurement performance by each of customary payoff letters the Borrower, the Company and other customary release documentation in connection therewith (including with respect their respective Subsidiaries of its respective obligations under, each Transaction Document to the Existing Revolving Credit Facility) or (b) obtaining any consents required under any Existing Debt Documents to permit the which it is a party and consummation of the Transactions thereunder and obtaining does not violate, conflict with or cause a default under any amendments to document or instrument evidencing Existing Debt, other consents under the than Existing Debt Documents as may be reasonably requested by Parentbeing repaid on the Closing Date. The Agent shall have received (i) payoff and lien termination and release agreements, in form and in substance satisfactory to the Agent, from each case, if reasonably requested by Parentcreditor of the Borrower, the Company shalland their respective Subsidiaries with respect to Existing Debt other than Surviving Debt, and shall cause its Subsidiaries to, execute and deliver such customary notices, agreements, documents, or instruments necessary in connection therewith. Notwithstanding anything in this Section 6.15 to the contrary, in no event shall the Company be required in connection with its obligations under this Section 6.15 to (i) incur or agree to incur any out-of-pocket expenses, unless they are promptly reimbursed by Parent, (ii) incur or agree to incur any commitment, tender, consent, amendment fee or any fee similar to any of the foregoing, unless Parent provides the funding to the Company therefor, such Form UCC-3 (iii) amend or agree to amend any Existing Debt Document, which amendment is not conditioned on the Closing, (iv) incur any liability in connection therewith prior to the Closing Date, unless contingent upon the occurrence of the Closing, (v) take any action that would unreasonably interfere with or unreasonably disrupt the normal operations and management of the Company and its Subsidiaries, (vi) take any action that the Company reasonably believes could (A) violate its or its Subsidiaries’ certificate of incorporation or bye-laws (or comparable documentsequivalent), (B) violate any intellectual property lien releases in recordable form in all applicable Law, (C) constitute a default or violation under, or give rise to any right of termination, cancellation, or acceleration of any right or obligation of the Company or its Subsidiaries or to a loss of any benefit to which the Company or its Subsidiaries is entitled under any provision of any Contract, or (D) result in the creation or imposition of any Lien on any asset of the Company or its Subsidiaries, (vii) waive or amend any terms of this Agreement, (viii) take any action that could reasonably be expected to cause any representation or warranty or covenant contained in this Agreement to be breached or to cause any condition to the Closing set forth in Article VII to fail to be satisfied or otherwise cause any breach of this Agreement, (ix) provide access to or disclose information that the Company determines would jeopardize any attorney-client privilege of the Company or any of its Subsidiaries, (x) fund any repayment, redemption, cash collateralization, or provide any “backstop” letters of credit prior to the Closing, or (xi) result in any of the Company’s or any of its Subsidiaries’ Representatives incurring any personal liability with respect to any matters relating to this Section 6.15. Parent shall defend, indemnifyjurisdictions, and hold harmless the Company, any of its Subsidiaries, other lien and any of their respective Representatives from, against, mortgage release and in respect of any and all claims, liabilities, losses, damages, judgments, fines, penalties, costs, and expenses (including fees of legal counsel) resulting from or incurred in connection with the cooperation hereunder or any information utilized in connection therewith. Notwithstanding this Section 6.15 or anything in this Agreement to the contrary, each of the parties hereto agrees that it is not a condition to the Closing that the Debt Financing, payoff letters, consents, amendments, or other similar actions described in this Section 6.15 and Section 6.14 be obtained.termination agreements,

Existing Indebtedness. If requested by Parent(1) Upon the written request of Purchaser, the Company and its Subsidiaries shall execute and deliver, or shall use reasonable best efforts to cooperate with Parent cause to be executed and Merger Sub in taking such actions delivered, at the Closing, one or more supplemental indentures, legal opinions, officers certificates or other documents or instruments required for the due assumption of, and succession to, the Company’s or its Subsidiaries’ outstanding debt, guarantees, securities and other similar agreements, or to evidence any adjustment to the terms thereof as are necessary under (x) the indentures listed in item (iii) of Section 4.16 a result of the Company Disclosure Letter and (y) the credit agreements listed in Section 4.03(c) consummation of the Acquisition, in each case to the extent required by the terms of such debt, guarantees, securities or other agreements and the Company Disclosure Letter and its Subsidiaries shall provide all assistance reasonably required by Purchaser in connection with obtaining the execution of such instruments (collectivelyor any consents, “Existing Debt Documents”) waivers or replacement guarantees or other instruments requested by Purchaser in relation to such assumption or succession in respect of any of the TransactionsCompany’s or its Subsidiaries’ outstanding debt, including delivering or causing a Subsidiary to deliver any such noticesguarantees, securities and other similar agreements, documents, or instruments necessary, proper, or advisable to comply with ) by the terms thereof, including the delivery of any officer certificates and opinions of counsel other parties required to be delivered thereunder in connection with the Transactions. execute such instruments. (2) If and to the extent reasonably requested by Parent Purchaser in writing, the Company and its Subsidiaries shall take any actions requested by Purchaser that are reasonably necessary for the payoff, satisfaction, discharge or defeasance of any existing Indebtedness of the Company or its Subsidiaries (including the release of any Liens on assets of the Company and its Subsidiaries), and shall pay off, redeem, satisfy and discharge or defease, as applicable, such Indebtedness in accordance with the indenture, credit agreement, or other Contract governing such Indebtedness (the “Debt Payoffs”), including taking any action reasonably necessary to obtain payoff letters and lien releases in connection therewith; provided that any such action described above shall not be required unless it can be and is conditioned on the consummation of the Acquisition at the Effective Time, and, it being understood that at Closing, Purchaser, AcquireCo or its designee (which may be the Company) shall deposit with the appropriate trustee, agent or other recipient, cash or cash equivalents sufficient to actually effect such payoff, redemption, satisfaction and discharge or defeasance. The Company shall, and shall cause its applicable Subsidiaries to, use their respective reasonable best efforts to cooperate and to cause their respective Representatives to, provide cooperation reasonably requested by Purchaser in connection with Parent any Debt Payoff. (3) The Company shall prepare all necessary and Merger Sub appropriate documentation in either (a) arranging for the termination of Existing connection with any Debt Documents (or redemption of the relevant notes or debentures) at the Closing (or such other date thereafter Payoffs, as agreed to by Parent and the Company), which redemption shall be the sole responsibility of Parentapplicable, and the procurement Company shall reasonably cooperate with Purchaser in connection with the preparation of customary payoff letters such documentation and shall have a reasonable opportunity to review and comment upon such documentation. (4) In connection with any Debt Payoff, Purchaser may select one or more dealer managers, information agents, depositaries and other customary release documentation agents, in each case as shall be reasonably acceptable to the Company, to provide assistance in connection therewith (including with respect to the Existing Revolving Credit Facility) or (b) obtaining any consents required under any Existing Debt Documents to permit the consummation of the Transactions thereunder and obtaining any amendments to or other consents under the Existing Debt Documents as may be reasonably requested by Parent, and in each case, if reasonably requested by Parent, the Company shall, and shall cause its Subsidiaries to, execute and deliver enter into customary agreements with such customary noticesparties so selected; provided that neither the Company nor any of its Subsidiaries shall be required to indemnify, agreements, documentsdefend or hold harmless, or instruments necessary in connection therewith. Notwithstanding anything in this Section 6.15 pay the fees or reimburse the costs and expenses of, any such party, which indemnification, fee and reimbursement obligations shall be borne by Purchaser pursuant to the contrary, in no event shall separate agreements with such parties to which neither the Company nor any of its Subsidiaries shall be required in connection with its a party or have any obligations under this Section 6.15 to under. (i5) incur or agree to incur Purchaser shall promptly reimburse the Company for any reasonable out-of-pocket expenses, unless they are promptly reimbursed expenses and costs (including reasonable attorneys’ fees) incurred by Parent, (ii) incur or agree to incur any commitment, tender, consent, amendment fee or any fee similar to any of the foregoing, unless Parent provides the funding to the Company therefor, (iii) amend or agree to amend any Existing Debt Document, which amendment is not conditioned on the Closing, (iv) incur any liability Indemnitees in connection therewith prior to with the Closing Date, unless contingent upon the occurrence of the Closing, (v) take any action that would unreasonably interfere with or unreasonably disrupt the normal operations and management of the Company and its Subsidiaries, (vi) take any action that the Company reasonably believes could (A) violate its or its Subsidiaries’ certificate of incorporation or bye-laws (or comparable documents), (B) violate any applicable Law, (C) constitute a default or violation under, or give rise to any right of termination, cancellation, or acceleration of any right or obligation of the Company or its Subsidiaries or to a loss of any benefit to which the Company or its Subsidiaries is entitled under any provision of any Contract, or (D) result in the creation or imposition of any Lien on any asset of the Company or its Subsidiaries, (vii) waive or amend any terms of this Agreement, (viii) take any action that could reasonably be expected to cause any representation or warranty or covenant contained in this Agreement to be breached or to cause any condition to the Closing set forth in Article VII to fail to be satisfied or otherwise cause any breach of this Agreement, (ix) provide access to or disclose information that the Company determines would jeopardize any attorney-client privilege of the Company or any of its Subsidiaries, (x) fund any repayment, redemption, cash collateralization, or provide any “backstop” letters of credit prior to the Closing, or (xi) result in any of the Company’s or any of its Subsidiaries’ Representatives incurring any personal liability with respect to any matters relating to contemplated by this Section 6.154.10. Parent The Company Indemnitees shall defend, indemnify, be indemnified and hold held harmless the Company, any of its Subsidiaries, by Purchaser and any of their respective Representatives from, against, AcquireCo for and in respect of against any and all claims, liabilities, losses, damages, judgments, fines, penaltiesclaims, costs, expenses, interest, awards, judgments and expenses (including fees of legal counsel) resulting from penalties suffered or incurred incurred, directly or indirectly, by the Company Indemnitees in connection with the cooperation hereunder or any information utilized in connection therewith. Notwithstanding matters contemplated by this Section 6.15 or anything 4.10, except, in this Agreement each case, to the contraryextent arising from fraud, each bad faith, gross negligence or intentional Misrepresentation on the part of any Company Indemnitee. This Section 4.10(5) shall survive the consummation of the parties hereto agrees that it Acquisition and the Effective Time and any termination of this Agreement, and is not a condition intended to benefit, and may be enforced by, the Closing that the Debt FinancingCompany Indemnitees and their respective heirs, payoff lettersexecutors, consentsestates, amendmentspersonal representatives, or other similar actions described in this Section 6.15 successors and Section 6.14 assigns, and shall be obtainedbinding on all successors and assigns of Purchaser.

Existing Indebtedness. If requested by ParentOn the Effective Date, the Company Administrative Agent shall use reasonable best efforts have received evidence reasonably satisfactory to cooperate with Parent and Merger Sub in taking such actions as are necessary under it that (xi) the indentures listed in item (iii) of Section 4.16 of the Company Disclosure Letter and (y) the credit agreements listed in Section 4.03(c) of the Company Disclosure Letter (collectively, “Existing Debt Documents”) in respect of the Transactions, including delivering or causing a Subsidiary to deliver any such notices, agreements, documents, or instruments necessary, proper, or advisable to comply with the terms thereof, including the delivery of any officer certificates and opinions of counsel required to be delivered thereunder in connection with the Transactions. If and to the extent reasonably requested by Parent in writing, the Company shall use reasonable best efforts Senior Notes are not purchased and retired on or before the Effective Date pursuant to cooperate with Parent and Merger Sub in either (a) arranging tender offers for the termination Senior Notes, (A) irrevocable notices of Existing Debt Documents redemption for the Senior Notes not tendered shall have been, or substantially simultaneously with the effectiveness of this Agreement will be, given to the holders of such Senior Notes to redeem the Senior Notes on or about 30 days following the Effective Date (or redemption the “Senior Notes Redemption Date”) and (B) the conditions to achieve a Covenant Defeasance of the relevant notes Senior Notes pursuant to the Senior Notes Indentures have been, or debentures) at substantially simultaneously with the Closing (or such other date thereafter as agreed to by Parent and the Company)effectiveness of this Agreement will be, which redemption shall be the sole responsibility of Parentsatisfied; provided that, and the procurement of customary payoff letters and other customary release documentation in connection therewith (including with respect to the Existing Revolving Credit Facility) or (b) obtaining any consents Floating Rate Notes, a Covenant Defeasance shall not be required under any Existing Debt Documents to permit the consummation of the Transactions thereunder and obtaining any amendments if, prior to or other consents under substantially simultaneously with the Existing Debt Documents as may be reasonably requested by Parent, and in each case, if reasonably requested by Parent, the Company shall, and shall cause its Subsidiaries to, execute and deliver such customary notices, agreements, documents, or instruments necessary in connection therewith. Notwithstanding anything in this Section 6.15 to the contrary, in no event shall the Company be required in connection with its obligations under this Section 6.15 to (i) incur or agree to incur any out-of-pocket expenses, unless they are promptly reimbursed by Parent, (ii) incur or agree to incur any commitment, tender, consent, amendment fee or any fee similar to any of the foregoing, unless Parent provides the funding to the Company therefor, (iii) amend or agree to amend any Existing Debt Document, which amendment is not conditioned on the Closing, (iv) incur any liability in connection therewith prior to the Closing Date, unless contingent upon the occurrence of the Closing, (v) take any action that would unreasonably interfere with or unreasonably disrupt the normal operations and management of the Company and its Subsidiaries, (vi) take any action that the Company reasonably believes could (A) violate its or its Subsidiaries’ certificate of incorporation or bye-laws (or comparable documents), (B) violate any applicable Law, (C) constitute a default or violation under, or give rise to any right of termination, cancellation, or acceleration of any right or obligation of the Company or its Subsidiaries or to a loss of any benefit to which the Company or its Subsidiaries is entitled under any provision of any Contract, or (D) result in the creation or imposition of any Lien on any asset of the Company or its Subsidiaries, (vii) waive or amend any terms effectiveness of this Agreement, (viii1) take the Floating Rate Supplemental Indenture shall have become effective and (2) cash in dollars shall have been deposited with the trustee under the Floating Rate Indenture in an amount, reasonably estimated by the Borrower (and reasonably approved by the Administrative Agent), sufficient to satisfy the requirements of Section 8.04(a)(i) of the Floating Rate Indenture; and (ii) all principal, premium, if any, interest, fees and other amounts due or outstanding under the Existing Debt Agreements (other than under the Senior Notes Indentures and other than with respect to any action that could reasonably be expected to cause any representation or warranty or covenant contained outstanding letters of credit collateralized in this Agreement to be breached or to cause any condition a manner satisfactory to the Closing set forth Administrative Agent) shall have been paid in Article VII full, the commitments to fail lend or make other extensions of credit thereunder terminated and all guarantees and security in support thereof discharged and released. The Administrative Agent shall have received evidence reasonably satisfactory to be satisfied or otherwise cause any breach it (i) that, immediately after giving effect to the Transactions, none of this Agreement, (ix) provide access to or disclose information that the Company determines would jeopardize any attorney-client privilege of the Company Holdings or any of its SubsidiariesSubsidiaries shall have any Indebtedness other than the Indebtedness created under this Agreement, the Indebtedness created under the Term Loan Credit Agreement and the Indebtedness set forth on Schedule 6.01(a) and (xii) fund any repaymentthat, redemption, cash collateralization, or provide any “backstop” letters of credit prior immediately after giving effect to the ClosingTransactions, there will not be exist any default or (xi) result in any event of default under any of the Company’s or any of its Subsidiaries’ Representatives incurring any personal liability with respect to any matters relating to this Section 6.15. Parent shall defend, indemnify, and hold harmless documents governing the Company, any of its Subsidiaries, and any of their respective Representatives from, against, and in respect of any and all claims, liabilities, losses, damages, judgments, fines, penalties, costs, and expenses (including fees of legal counsel) resulting from or incurred in connection with the cooperation hereunder or any information utilized in connection therewith. Notwithstanding this Section 6.15 or anything in this Agreement to the contrary, each of the parties hereto agrees that it is not a condition to the Closing that the Debt Financing, payoff letters, consents, amendments, or other similar actions described in this Section 6.15 and Section 6.14 be obtainedIndebtedness set forth on Schedule 6.01(a).

Existing Indebtedness. If requested by Parent(a) On the Initial Borrowing Date and after giving effect to the Transaction, neither Holdings nor any of its Subsidiaries shall have any preferred Equity Interests (including preferred stock) or Indebtedness outstanding except for (i) the Loans and Letters of Credit, (ii) the Existing Senior Subordinated Notes and (iii) certain other indebtedness of the Borrower and its Subsidiaries as is listed on Schedule VII in an aggregate outstanding principal amount not to exceed $750,000 (with the Indebtedness described in this clause (iii) being herein called the “Existing Other Indebtedness” and, together with the Existing Senior Subordinated Notes, the Company “Existing Indebtedness”). On and as of the Initial Borrowing Date, any Existing Indebtedness outstanding after giving effect to the Transaction and the other transactions contemplated hereby shall use reasonable best efforts be without any default or event of default existing thereunder (or requirement that any offer to cooperate purchase or mandatory redemption be made with Parent respect thereto) or arising as a result of the Transaction and Merger Sub the other transactions contemplated hereby (except to the extent amended or waived by the parties thereto on terms and conditions reasonably satisfactory to the Agents and the Required Lenders), and the Existing Indebtedness Agreements shall in taking such actions as are necessary under form and substance be reasonably satisfactory to the Administrative Agent and the Joint Lead Arrangers, it being understood that the Existing Senior Subordinated Notes Indenture is so satisfactory. (b) On the Initial Borrowing Date (x) the indentures listed in item (iii) of Section 4.16 Administrative Agent shall receive an officer’s certificate of the Company Disclosure Letter Borrower (in form and substance, and with supporting calculations, and executed by an officer of the Borrower, satisfactory to the Administrative Agent and the Joint Lead Arrangers) setting forth the calculations showing compliance (after giving effect to the Transaction and all incurrences of Indebtedness hereunder) with the covenant set forth in Section 4.04 of the Existing Senior Subordinated Note Indenture and (y) the credit agreements listed in Section 4.03(c) Administrative Agent, on behalf of the Company Disclosure Letter Lenders, shall have received an Officer’s Certificate (collectivelyas defined in the Existing Senior Subordinated Notes Indenture), “in form and substance reasonably satisfactory to the Agents to the effect that the Incurrence of Indebtedness (each as defined in the Existing Debt Documents”Senior Subordinated Notes Indenture) in respect on the Initial Borrowing Date pursuant to this Agreement does not (and that the Incurrence of the Transactions, including delivering or causing a Subsidiary to deliver any such notices, agreements, documents, or instruments necessary, proper, or advisable to comply with the terms thereof, including the delivery of any officer certificates and opinions of counsel required to be delivered thereunder in connection with the Transactions. If and to the extent reasonably requested by Parent in writing, the Company shall use reasonable best efforts to cooperate with Parent and Merger Sub in either (a) arranging for the termination of Existing Debt Documents (or redemption of the relevant notes or debentures) at the Closing (or such other date thereafter as agreed to by Parent and the Company), which redemption shall be the sole responsibility of Parent, and the procurement of customary payoff letters and other customary release documentation in connection therewith (including with respect to the Existing Revolving Credit Facility) or (b) obtaining any consents required under any Existing Debt Documents to permit the consummation of the Transactions thereunder and obtaining any amendments to or other consents under the Existing Debt Documents as may be reasonably requested by Parent, and in each case, if reasonably requested by Parent, the Company shall, and shall cause its Subsidiaries to, execute and deliver such customary notices, agreements, documents, or instruments necessary in connection therewith. Notwithstanding anything in this Section 6.15 to the contrary, in no event shall the Company be required in connection with its obligations under this Section 6.15 to (i) incur or agree to incur any out-of-pocket expenses, unless they are promptly reimbursed by Parent, (ii) incur or agree to incur any commitment, tender, consent, amendment fee or any fee similar to any of the foregoing, unless Parent provides the funding to the Company therefor, (iii) amend or agree to amend any Existing Debt Document, which amendment is not conditioned entire committed amount hereunder on the Closing, (iv) incur any liability in connection therewith prior to the Closing Date, unless contingent upon the occurrence of the Closing, (v) take any action that Initial Borrowing Date would unreasonably interfere with or unreasonably disrupt the normal operations and management of the Company and its Subsidiaries, (vi) take any action that the Company reasonably believes could (Anot) violate its or its Subsidiaries’ certificate of incorporation or bye-laws (or comparable documents), (B) violate any applicable Law, (C) constitute a default or violation under, or give rise to any right of termination, cancellation, or acceleration of any right or obligation of the Company or its Subsidiaries or to a loss of any benefit to which the Company or its Subsidiaries is entitled under any provision of any Contract, or (D) result in the creation or imposition of any Lien on any asset of the Company or its Subsidiaries, (vii) waive or amend any terms of this Agreement, (viii) take any action that could reasonably be expected to cause any representation or warranty or covenant contained in this Agreement to be breached or to cause any condition to the Closing set forth in Article VII to fail to be satisfied or otherwise cause any breach of this Agreement, (ix) provide access to or disclose information that the Company determines would jeopardize any attorney-client privilege Section 4.04 of the Company or any of its Subsidiaries, (x) fund any repayment, redemption, cash collateralization, or provide any “backstop” letters of credit prior to the Closing, or (xi) result in any of the Company’s or any of its Subsidiaries’ Representatives incurring any personal liability with respect to any matters relating to this Section 6.15. Parent shall defend, indemnify, and hold harmless the Company, any of its Subsidiaries, and any of their respective Representatives from, against, and in respect of any and all claims, liabilities, losses, damages, judgments, fines, penalties, costs, and expenses (including fees of legal counsel) resulting from or incurred in connection with the cooperation hereunder or any information utilized in connection therewith. Notwithstanding this Section 6.15 or anything in this Agreement to the contrary, each of the parties hereto agrees that it is not a condition to the Closing that the Debt Financing, payoff letters, consents, amendments, or other similar actions described in this Section 6.15 and Section 6.14 be obtainedExisting Senior Subordinated Notes Indenture.

Existing Indebtedness. If requested Simultaneously with the Closing, Parent shall, if the consent of the Company’s lenders is obtained by Parent, the Company shall use reasonable best efforts to cooperate with Parent and Merger Sub in taking extend or refinance, or, if such actions as are necessary under (x) the indentures listed in item (iii) of Section 4.16 of the Company Disclosure Letter and (y) the credit agreements listed in Section 4.03(c) of the Company Disclosure Letter (collectively, “Existing Debt Documents”) in respect of the Transactions, including delivering or causing a Subsidiary to deliver any such notices, agreements, documentsconsent is not obtained, or instruments necessaryif such consent is obtained but Parent shall nevertheless elect, properParent shall repay, or advisable to comply with the terms thereof, including the delivery of any officer certificates and opinions of counsel required cause to be delivered thereunder in connection with the Transactions. If and to the extent reasonably requested by Parent in writingrepaid, the Company shall use reasonable best efforts to cooperate with Parent and Merger Sub in either (a) arranging for the termination of Existing Debt Documents (or redemption of the relevant notes or debentures) at the Closing (or such other date thereafter as agreed to by Parent and the Company), which redemption shall be the sole responsibility of Parent, and the procurement of customary payoff letters and other customary release documentation in connection therewith (including with respect to the Existing Revolving Credit Facility) or (b) obtaining any consents required under any Existing Debt Documents to permit the consummation of the Transactions thereunder and obtaining any amendments to or other consents under the Existing Debt Documents as may be reasonably requested by Parent, and in each case, if reasonably requested by Parent, the Company shall, and shall cause its Subsidiaries to, execute and deliver such customary notices, agreements, documents, or instruments necessary in connection therewith. Notwithstanding anything in this Section 6.15 to the contrary, in no event shall the Company be required in connection with its obligations under this Section 6.15 to (i) incur or agree to incur any out-of-pocket expenses, unless they are promptly reimbursed by Parent, (ii) incur or agree to incur any commitment, tender, consent, amendment fee or any fee similar to any of the foregoing, unless Parent provides the funding to the Company therefor, (iii) amend or agree to amend any Existing Debt Document, which amendment is not conditioned on the Closing, (iv) incur any liability in connection therewith prior to the Closing Date, unless contingent upon the occurrence of the Closing, (v) take any action that would unreasonably interfere with or unreasonably disrupt the normal operations and management behalf of the Company and its Subsidiaries, (vi) take any action that the Company reasonably believes could (A) violate its or its Subsidiaries’ certificate of incorporation or bye-laws (or comparable documents), (B) violate any applicable Law, (C) constitute a default or violation under, or give rise to any right of termination, cancellation, or acceleration of any right or obligation outstanding Indebtedness of the Company or and its Subsidiaries or to a loss of any benefit to which the Company or its Subsidiaries is entitled under any provision of any Contract, or (D) result listed in the creation or imposition of any Lien on any asset Section 6.14 of the Company Disclosure Schedule. Repayment, if required or elected, shall be made by wire transfer of immediately available funds pursuant to payoff letters provided to Parent by the Company at least two (2) Business Days prior to the Closing Date, which further provide for the release of all liens on the assets of the Company held by the applicable lenders. As of the Closing, if the existing Indebtedness is not refinanced, with respect to each of the letters of credit of the Company and its Subsidiaries issued pursuant to agreements governing Indebtedness of the Company and its Subsidiaries, Parent shall (viii) waive cause such letter of credit to be returned to the issuers thereof and provide to the beneficiary of such letter of credit a letter of credit on terms satisfactory to the beneficiary of such letters of credit or amend any terms (ii) otherwise satisfy the issuers and beneficiaries of this such letters of credit as to the disposition or retention of such letters of credit under the applicable credit facilities (e.g., cash collateralizing such obligations). After the date hereof, at the request of Parent, and subject to Parent’s obligations under the Confidentiality Agreement, (viii) take any action that could the Company shall use reasonable efforts to provide information and documents as Parent’s proposed lenders may reasonably be expected require. The Company shall in furtherance thereof use reasonable efforts to cause any representation or warranty or covenant contained make its personnel available at reasonable times and following reasonable advance notice, for management presentations, and allow customary background checks, if requested by Parent. Nothing in this Agreement Section 6.14 is intended to be breached or modify the conditions to cause any condition to the Closing set forth in Article VII to fail to be satisfied or otherwise cause any breach of this Agreement, (ix) provide access to or disclose information that the Company determines would jeopardize any attorney-client privilege of the Company or any of its Subsidiaries, (x) fund any repayment, redemption, cash collateralization, or provide any “backstop” letters of credit prior to the Closing, or (xi) result in any of the Company’s or any of its Subsidiaries’ Representatives incurring any personal liability with respect to any matters relating to this Section 6.15. Parent shall defend, indemnify, Sections 7.1 and hold harmless the Company, any of its Subsidiaries, and any of their respective Representatives from, against, and in respect of any and all claims, liabilities, losses, damages, judgments, fines, penalties, costs, and expenses (including fees of legal counsel) resulting from or incurred in connection with the cooperation hereunder or any information utilized in connection therewith. Notwithstanding this Section 6.15 or anything in this Agreement to the contrary, each of the parties hereto agrees that it is not a condition to the Closing that the Debt Financing, payoff letters, consents, amendments, or other similar actions described in this Section 6.15 and Section 6.14 be obtained7.2.

Existing Indebtedness. If requested by ParentThe Agent shall have received evidence satisfactory to the Agent and the Lenders that, after giving effect to the Company shall use reasonable best efforts to cooperate with Parent and Merger Sub in taking such actions as are necessary under (x) the indentures listed in item (iii) of Section 4.16 of the Company Disclosure Letter and (y) the credit agreements listed in Section 4.03(c) of the Company Disclosure Letter (collectively, “Existing Debt Documents”) in respect consummation of the Transactions, including delivering (i) the Borrower and its Subsidiaries shall not be liable for or causing have outstanding any Indebtedness which is of the type of Indebtedness which would appear as a Subsidiary to deliver any such notices, agreements, documents, liability on (or instruments necessary, proper, or advisable to comply with the terms thereof, including the delivery of any officer certificates and opinions of counsel would be required to appear as a liability on) the consolidated balance sheet of the Borrower (and not of the type required solely to be delivered thereunder included in connection with the Transactions. If footnotes thereto) and which Indebtedness shall include, without limitation, Indebtedness for borrowed money and Capitalized Lease Obligations, other than (A) the Loans outstanding hereunder as contemplated by Section 4.1(n) and (B) Indebtedness permitted under Section 7.2 (but excluding Indebtedness described in Section 7.2(a)) (collectively, the "SURVIVING DEBT"), and (ii) the Borrower and each of its Subsidiaries shall have paid in full all other Indebtedness of the Borrower and each of its Subsidiaries existing prior to the extent reasonably requested by Parent in writing, the Company shall use reasonable best efforts to cooperate with Parent and Merger Sub in either (a) arranging for the termination of Existing Debt Documents (or redemption making of the relevant notes or debenturesinitial Loans hereunder (all of the foregoing Indebtedness described in the foregoing clause (i) at the Closing and (or such other date thereafter ii) referred to collectively as agreed to by Parent and the Company"EXISTING DEBT"), which redemption . The Agent shall be satisfied that the sole responsibility of Parentexecution and delivery of, and the procurement performance by each of customary payoff letters the Borrower and other customary release documentation in connection therewith (including with respect its Subsidiaries of its respective obligations under, each Transaction Document to the Existing Revolving Credit Facility) or (b) obtaining any consents required under any Existing Debt Documents to permit the which it is a party and consummation of the Transactions thereunder and obtaining does not violate, conflict with or cause a default under any amendments to document or other consents under the instrument evidencing Existing Debt Documents as may be reasonably requested by Parent, and in each case, if reasonably requested by Parent, the Company shall, and Debt. The Agent shall cause its Subsidiaries to, execute and deliver such customary notices, agreements, documents, or instruments necessary in connection therewith. Notwithstanding anything in this Section 6.15 to the contrary, in no event shall the Company be required in connection with its obligations under this Section 6.15 to have received (i) incur or agree payoff and lien termination and release agreements, in form and substance satisfactory to incur any out-of-pocket expensesthe Agent, unless they are promptly reimbursed by Parentfrom each creditor of the Borrower and its Subsidiaries with respect to Existing Debt other than Surviving Debt, and (ii) incur such UCC Amendments (or agree to incur any commitmentits equivalent), tenderintellectual property lien releases in recordable form in all applicable jurisdictions, consentand other lien and mortgage release and termination agreements, amendment fee or any fee similar to any evidence of the foregoingrelease of federal and state tax liens, unless Parent provides the funding all in form and substance satisfactory to the Company thereforAgent, (iii) amend or agree to amend any Existing Debt Documentas the Agent shall request, duly executed by the appropriate Person in favor of which amendment is not conditioned on the Closing, (iv) incur any liability in connection therewith prior to the Closing Date, unless contingent upon the occurrence of the Closing, (v) take any action that would unreasonably interfere with or unreasonably disrupt the normal operations and management of the Company and its Subsidiaries, (vi) take any action that the Company reasonably believes could (A) violate its or its Subsidiaries’ certificate of incorporation or bye-laws (or comparable documents), (B) violate any applicable Law, (C) constitute a default or violation under, or give rise to any right of termination, cancellation, or acceleration of any right or obligation of the Company or its Subsidiaries or to a loss of any benefit to which the Company or its Subsidiaries is entitled under any provision of any Contract, or (D) result in the creation or imposition of any Lien on any asset of the Company or its Subsidiaries, (vii) waive or amend any terms of this Agreement, (viii) take any action that could reasonably be expected to cause any representation or warranty or covenant contained in this Agreement to be breached or to cause any condition to the Closing set forth in Article VII to fail to be satisfied or otherwise cause any breach of this Agreement, (ix) provide access to or disclose information that the Company determines would jeopardize any attorney-client privilege of the Company or any of its Subsidiaries, (x) fund any repayment, redemption, cash collateralization, or provide any “backstop” letters of credit prior to the Closing, or (xi) result in any of the Company’s or any of its Subsidiaries’ Representatives incurring any personal liability with respect to any matters relating to this Section 6.15. Parent shall defend, indemnify, and hold harmless the Company, any of its Subsidiaries, and any of their respective Representatives from, against, and in respect of any and all claims, liabilities, losses, damages, judgments, fines, penalties, costs, and expenses (including fees of legal counsel) resulting from or incurred in connection with the cooperation hereunder or any information utilized in connection therewith. Notwithstanding this Section 6.15 or anything in this Agreement to the contrary, each of the parties hereto agrees that it is not a condition to the Closing that the Debt Financing, payoff letters, consents, amendments, or other similar actions described in this Section 6.15 and Section 6.14 be obtainedsuch Liens were granted.

Existing Indebtedness. If requested by Parent(a) Within five (5) business days following the mailing of the Proxy Statement (or such other time as may be agreed between Parent and the Company), the Company shall cause Tommy Hilfiger U.S.A., Inc., a direct wholly owned subsidiary of t▇▇ ▇▇▇▇▇▇▇ ("▇H USA") to (i) commence a cash tender offer to purchase all of TH USA's outstanding 6.85% Notes due 2008 (the "2008 NOTES") and (ii) solicit the consent of the holders of the 2008 Notes regarding certain amendments (the "2008 INDENTURE AMENDMENTS") described on Section 5.15 of the Parent Disclosure Schedule to the covenants contained in the Indenture, dated as of May 1, 1998, by and among TH USA, as issuer, the Company, as guarantor, and Wilmington Trust Company as successor to The Chase Manhattan Bank, as trustee (the "INDENTURE"). Such offer to purchase and consent solicitation (the "2008 DEBT OFFER") shall be conducted in accordance with the terms of the Indenture and all applicable rules and regulations of the SEC and other applicable Laws. (b) Within five (5) business days following the mailing of the Proxy Statement (or such other time as may be agreed between Parent and the Company), the Company shall cause TH USA to (i) commence a cash tender offer to purchase all of TH USA's outstanding 9% Senior Bonds due 2031 (the "2031 SENIOR BONDS", and together with the 2008 Notes, the "DEBT SECURITIES") and (ii) solicit the consent of the holders of the 2031 Senior Bonds regarding certain amendments (the "2031 INDENTURE AMENDMENTS") described on Section 5.15 of the Parent Disclosure Schedule to the covenants contained in the Indenture. Such offer to purchase and consent solicitation (the "2031 DEBT OFFER", and together with the 2008 Debt Offer, the "DEBT OFFERS") shall be conducted in accordance with the terms of the Indenture and all applicable rules and regulations of the SEC and other applicable Laws. (c) Parent and Merger Sub shall have sole discretion over the terms and structure of the Debt Offers (including the appointment of a solicitation agent selected by Parent); PROVIDED, that the material terms of the proposed Indenture Amendments, the consent solicitation fee, the conditions to the Debt Offers, price thereof and certain other terms set forth on Section 5.15 of the Parent Disclosure Schedule shall be no less favorable to the holders of the Debt Securities than as set forth in Section 5.15 of the Parent Disclosure Schedule. The Company agrees to reasonably cooperate, and to cause its Representatives and TH USA to reasonably cooperate, and to use its reasonable best efforts to cooperate with Parent and Merger Sub in taking such actions as are necessary under (x) cause TH USA to consummate the indentures listed in item (iii) of Section 4.16 of the Company Disclosure Letter and (y) the credit agreements listed in Section 4.03(c) of the Company Disclosure Letter (collectively, “Existing Debt Documents”) in respect of the TransactionsOffers, including delivering or causing a Subsidiary to deliver any such notices, agreements, documents, or instruments necessary, proper, or advisable to comply with the terms thereof, including the delivery of any officer certificates and opinions of counsel required to be delivered thereunder in connection with the Transactions. If and assisting to the extent reasonably requested by Parent in writing, the Company shall use reasonable best efforts preparation of and executing all documents required in connection therewith in form and substance reasonably satisfactory to cooperate with Parent and Merger Sub in either (a) arranging for the termination of Existing Debt Documents (or redemption of the relevant notes or debentures) at the Closing (or such and taking any other date thereafter as agreed to by reasonable actions Parent and the Company), which redemption shall Merger Sub reasonably determine to be the sole responsibility of Parent, and the procurement of customary payoff letters and other customary release documentation necessary in connection therewith (including with respect providing a list to Parent of the current holders of Debt Securities holding through DTC); PROVIDED, that prior to the Existing Revolving Credit FacilityEffective Time, neither the Company nor any of its Subsidiaries shall be required to (i) make any cash expenditures or (bii) obtaining take any consents required under action that could obligate the Company or any Existing of its Subsidiaries to repurchase any Debt Documents Securities or incur any additional obligations to permit the holders of the Debt Securities prior to the consummation of the Transactions thereunder and obtaining Debt Offers. Subject to Section 5.15 of the Parent Disclosure Schedule, the consent solicitation fees, if any, to be paid in the Debt Offers shall be as determined at any amendments time, or from time to or other consents under time, by Parent in its sole discretion. Subject to the Existing provisos in the first two sentences of this Section 5.15(c), the Company shall cause TH USA to make any changes in the terms of the Debt Documents Offers as may be reasonably requested by ParentParent and Merger Sub, and in each case, if reasonably requested by Parent, but the Company shall, and shall cause its Subsidiaries toTH USA not to waive, execute without Parent's and deliver such customary noticesMerger Sub's prior consent, agreements, documents, or instruments necessary in connection therewith. Notwithstanding anything in this Section 6.15 any condition to the contraryDebt Offers or make any changes to the terms and conditions of the Debt Offers. Each of the Company, Parent and Merger Sub agree to comply in all material respects with all laws and regulations applicable to the Debt Offers. Any out-of-pocket expenses paid prior to the Closing or, in no the event shall the Company be required in connection with its obligations under this Section 6.15 to (i) incur or agree to incur Closing does not occur, any out-of-pocket expensesexpenses incurred, unless they are promptly reimbursed in each case, in connection with the Debt Offers, including solicitation agent or dealer manager fees, shall be paid by the Parent. (d) Promptly following the date of this Agreement, (ii) incur Parent shall prepare, or agree cause to incur any commitmentbe prepared, tender, consent, amendment fee or any fee similar subject to any the reasonable approval of the foregoingCompany, unless Parent provides the funding documentation to be sent to the Company therefor, (iii) amend or agree to amend any Existing holders of the Debt Document, which amendment is not conditioned on the Closing, (iv) incur any liability Securities in connection therewith prior with the Debt Offers. Any mailings to holders of the Debt Securities shall be subject to the Closing Date, unless contingent upon the occurrence of the Closing, (v) take any action that would unreasonably interfere with or unreasonably disrupt the normal operations and management reasonable approval of the Company and its Subsidiaries, Parent. (vie) take If at any action that the Company reasonably believes could (A) violate its or its Subsidiaries’ certificate of incorporation or bye-laws (or comparable documents), (B) violate any applicable Law, (C) constitute a default or violation under, or give rise to any right of termination, cancellation, or acceleration of any right or obligation of the Company or its Subsidiaries or to a loss of any benefit to which the Company or its Subsidiaries is entitled under any provision of any Contract, or (D) result in the creation or imposition of any Lien on any asset of the Company or its Subsidiaries, (vii) waive or amend any terms of this Agreement, (viii) take any action that could reasonably be expected to cause any representation or warranty or covenant contained in this Agreement to be breached or to cause any condition time prior to the Closing set forth in Article VII Effective Time any information relating to fail to be satisfied or otherwise cause any breach of this Agreement, (ix) provide access to or disclose information that the Company determines would jeopardize any attorney-client privilege of the Company or any of its Subsidiaries, (x) fund any repaymentaffiliates, redemptionofficers or directors, cash collateralization, or provide any “backstop” letters of credit prior to the Closing, or (xi) result in any of the Company’s or any of its Subsidiaries’ Representatives incurring any personal liability with respect to any matters relating to this Section 6.15. Parent shall defend, indemnify, and hold harmless should be discovered by the Company, any of its Subsidiaries, and any of their respective Representatives from, against, and Parent or Merger Sub which if not set forth in an amendment or supplement to the documents mailed to holders in respect of the Debt Offers would reasonably be expected to cause such documents to include any and all claimsmisstatement of a material fact or omit to state any material fact necessary to make the statements therein, liabilitiesin light of the circumstances under which they were made, lossesnot misleading, damagesthe party which discovers such information shall promptly notify the other parties hereto and, judgmentsto the extent required by law, finesrules or regulations, penaltiesan appropriate amendment or supplement describing such information shall promptly be prepared and, costsif required, and expenses (including fees of legal counsel) resulting from or incurred in connection filed with the cooperation hereunder or any information utilized in connection therewith. Notwithstanding this Section 6.15 or anything in this Agreement SEC and/or disseminated to the contrary, each holders of the parties hereto agrees that it is not a condition to the Closing that the Debt Financing, payoff letters, consents, amendments, or other similar actions described in this Section 6.15 and Section 6.14 be obtainedSecurities.

Existing Indebtedness. If requested by Parent(a) On or prior to the Closing Date, the Company Seller shall deliver to Buyer executed payoff letters (and shall use reasonable best efforts to cooperate deliver to Buyer drafts of such payoff letters on or before the third (3rd) Business Day prior to the Closing Date), in customary form, from any of the holders (or the agent or trustee on behalf thereof) of Indebtedness under the agreements set forth in clause (a) of the definition of Existing Credit Facilities (such letters, the “Payoff Letters”), each of which shall (i) include the total amount required to be paid to fully satisfy all principal, interest, prepayment premiums, penalties, breakage costs or similar obligations (other than indemnity and contingent liabilities) and all fees, costs and expenses under the applicable agreements evidencing such Indebtedness as of the anticipated Closing Date (and the daily accrual thereafter), together with Parent and Merger Sub in taking appropriate wire instructions, (ii) provide that upon receipt of the applicable payoff amounts, the applicable agreements evidencing such actions as are necessary under Indebtedness shall be terminated (x) other than any provisions that by their terms survive the indentures listed in item termination thereof), (iii) of Section 4.16 provide that all Liens on the assets and properties of the Company Disclosure Letter Transferred Entities (including the equity interests thereof) securing any such Indebtedness and all guarantees of such Indebtedness by the Transferred Entities shall be, upon the payment of the applicable payoff amounts on the Closing Date, released and terminated and (yiv) include a customary commitment by such holders (or such agent or trustee on behalf thereof) to execute and provide documentation and filings reasonably necessary to evidence the credit release or termination of such Liens (which release and termination shall be at Seller’s expense). (b) If the Closing will occur after the consummation of the Mergers and the incurrence by the Transferred Entities of guarantees of and granting by the Transferred Entities of Liens securing Indebtedness under the agreements listed set forth in Section 4.03(cclause (b) of the Company Disclosure Letter definition of Existing Credit Facilities, Seller shall deliver to Buyer at the Closing customary evidence of the release of all Liens on the assets and properties of the Transferred Entities securing Indebtedness (collectively, “including the equity interests thereof) under the agreements set forth in clause (b) of the definition of Existing Debt Documents”Credit Facilities and the release of any guarantees of such Indebtedness by the Transferred Entities (it being understood that Seller shall request from the holders of such Indebtedness (or the agent or trustee on behalf thereof) that such customary evidence includes the items described in Section 6.11(a)(iv) in respect thereof). (c) Prior to Closing, Seller shall (i) use its reasonable best efforts to obtain any consents or approvals from the applicable Government Authorities or otherwise required under applicable Law and under the Chinese Credit Facilities to pay and fully satisfy all obligations under the two short-term borrowings under credit facilities available to Nexeo Solutions’ operations in the PRC (the “Chinese Credit Facilities”) as disclosed in Note 7 of Nexeo Solutions’ Annual Report on Form 10-K for the Transactionsfiscal year ended September 30, 2018 (including delivering all letters of credit issued to secure the Chinese Credit Facilities) at or causing a Subsidiary prior to deliver any such notices, agreements, documents, or instruments necessary, proper, or advisable to comply with the terms thereof, including the delivery of any officer certificates Closing and opinions of counsel required to be delivered thereunder in connection with the Transactions. If and (ii) to the extent reasonably requested by Parent in writingsuch consents or approvals are obtained prior to the Closing, repay and fully satisfy, or cause to be repaid and fully satisfied, all obligations under such Chinese Credit Facilities at or prior to the Company Closing. To the extent such consents or approvals are not obtained prior to the Closing, Buyer shall use reasonable best efforts to cooperate with Parent obtain (at Seller’s sole cost and Merger Sub in either expense to the extent Buyer informs Seller prior to the incurrence of any such cost or expense and Seller approves such incurrence (a) arranging for the termination of Existing Debt Documents (such approval not to be unreasonably withheld, delayed or redemption of the relevant notes or debentures) at the Closing (or such other date thereafter as agreed to by Parent and the Companyconditioned), which redemption shall be promptly paid by Seller) any consents or approvals from the sole responsibility of Parentapplicable Government Authorities or otherwise required under applicable Law and under the Chinese Credit Facilities to pay and fully satisfy all obligations under the Chinese Credit Facilities as promptly as practicable following Closing and, to the extent such consents or approvals are obtained, repay and fully satisfy, or cause to be repaid and fully satisfied, all obligations under such Chinese Credit Facilities as promptly as practicable following Closing; provided, that, until the Chinese Credit Facilities are repaid and satisfied in full, Seller shall be solely responsible for, and the procurement of customary payoff letters promptly satisfy, any and other customary release documentation in connection therewith (including with respect to the Existing Revolving Credit Facility) or (b) obtaining any consents required under any Existing Debt Documents to permit the consummation of the Transactions thereunder and obtaining any amendments to or other consents under the Existing Debt Documents as may be reasonably requested by Parent, and in each case, if reasonably requested by Parent, the Company shall, and shall cause its Subsidiaries to, execute and deliver such customary notices, agreements, documents, or instruments necessary in connection therewith. Notwithstanding anything in this Section 6.15 to the contrary, in no event shall the Company be required all Liabilities in connection with its obligations under maintaining the Chinese Credit Facilities (or any Seller Guarantees relating thereto) following the Closing, including any interest, fees or charges or otherwise related thereto to the extent that such Liabilities are not Final Assumed Indebtedness. For the avoidance of doubt, the first sentence of this Section 6.15 6.11(c) shall not require Seller or any of its Subsidiaries to (i) incur or agree to incur pay any consent fee or any other cost, expense, or liability, other than de minimis out-of-pocket costs and expenses, unless they are promptly reimbursed by Parent, (ii) incur or agree to incur any commitment, tender, consent, amendment fee or any fee similar to any of the foregoing, unless Parent provides the funding to the Company therefor, (iii) amend or agree to amend any Existing Debt Document, which amendment is not conditioned on the Closing, (iv) incur any liability in connection therewith prior to the Closing Date, unless contingent upon the occurrence of the Closing, (v) take any action that would unreasonably interfere with or unreasonably disrupt the normal operations and management of the Company and its Subsidiaries, (vi) take any action that the Company reasonably believes could (A) violate its or its Subsidiaries’ certificate of incorporation or bye-laws (or comparable documents), (B) violate any applicable Law, (C) constitute a default or violation under, or give rise to any right of termination, cancellation, or acceleration of any right or obligation of the Company or its Subsidiaries or to a loss of any benefit to which the Company or its Subsidiaries is entitled under any provision of any Contract, or (D) result in the creation or imposition of any Lien on any asset of the Company or its Subsidiaries, (vii) waive or amend any terms of this Agreement, (viii) take any action that could reasonably be expected to cause any representation or warranty or covenant contained in this Agreement to be breached or to cause any condition to the Closing set forth in Article VII to fail to be satisfied or otherwise cause any breach of this Agreement, (ix) provide access to or disclose information that the Company determines would jeopardize any attorney-client privilege of the Company or any of its Subsidiaries, (x) fund any repayment, redemption, cash collateralization, or provide any “backstop” letters of credit prior to the Closing, or (xi) result in any of the Company’s or any of its Subsidiaries’ Representatives incurring any personal liability with respect to any matters relating to this Section 6.15. Parent shall defend, indemnify, and hold harmless the Company, any of its Subsidiaries, and any of their respective Representatives from, against, and in respect of any and all claims, liabilities, losses, damages, judgments, fines, penalties, costs, and expenses (including fees of legal counsel) resulting from or incurred in connection with seeking the cooperation hereunder consents or any information utilized in connection therewith. Notwithstanding this Section 6.15 or anything in this Agreement to the contrary, each of the parties hereto agrees that it is not a condition to the Closing that the Debt Financing, payoff letters, consents, amendments, or other similar actions approvals described in this Section 6.15 and Section 6.14 be obtainedthe foregoing clause (i).

Existing Indebtedness. If requested by Parent, On the Company shall use reasonable best efforts to cooperate with Parent Initial Borrowing Date and Merger Sub in taking such actions as are necessary under (x) the indentures listed in item (iii) of Section 4.16 of the Company Disclosure Letter and (y) the credit agreements listed in Section 4.03(c) of the Company Disclosure Letter (collectively, “Existing Debt Documents”) in respect of the Transactions, including delivering or causing a Subsidiary to deliver any such notices, agreements, documents, or instruments necessary, proper, or advisable to comply with the terms thereof, including the delivery of any officer certificates and opinions of counsel required to be delivered thereunder in connection with the Transactions. If and after giving effect to the extent reasonably requested by Parent in writingTransaction, the Company shall use reasonable best efforts to cooperate with Parent and Merger Sub in either (a) arranging for the termination neither Holdings nor any of Existing Debt Documents (or redemption of the relevant notes or debentures) at the Closing (or such other date thereafter as agreed to by Parent and the Company), which redemption shall be the sole responsibility of Parent, and the procurement of customary payoff letters and other customary release documentation in connection therewith (including with respect to the Existing Revolving Credit Facility) or (b) obtaining any consents required under any Existing Debt Documents to permit the consummation of the Transactions thereunder and obtaining any amendments to or other consents under the Existing Debt Documents as may be reasonably requested by Parent, and in each case, if reasonably requested by Parent, the Company shall, and shall cause its Subsidiaries to, execute and deliver such customary notices, agreements, documents, shall have any Preferred Stock or instruments necessary in connection therewith. Notwithstanding anything in this Section 6.15 to the contrary, in no event shall the Company be required in connection with its obligations under this Section 6.15 to Indebtedness outstanding except for (i) incur or agree to incur any out-of-pocket expenses, unless they are promptly reimbursed by Parentthe Loans and Letters of Credit, (ii) incur or agree to incur any commitment, tender, consent, amendment fee or any fee similar to any of the foregoing, unless Parent provides the funding to the Company thereforAttributed Receivables Facility Indebtedness, (iii) amend or agree to amend any Existing Debt Document, which amendment is not conditioned on Indebtedness of Holdings represented by the ClosingConvertible Subordinated Debentures, (iv) incur any liability the Senior Subordinated Bridge Loans in connection therewith prior an aggregate principal amount not to the Closing Date, unless contingent upon the occurrence of the Closingexceed $450,000,000, (v) take any action that would unreasonably interfere with or unreasonably disrupt Indebtedness of Holdings in an aggregate principal amount of $100,000,000 represented by the normal operations Mezzanine Subordinated Debt, and management of the Company and its Subsidiaries, (vi) take any action that the Company reasonably believes could certain intercompany indebtedness and other indebtedness as is listed on Schedule VI in an aggregate outstanding principal amount not to exceed $4,500,000 (A) violate its or its Subsidiaries’ certificate of incorporation or bye-laws (or comparable documents), (B) violate any applicable Law, (C) constitute a default or violation under, or give rise to any right of termination, cancellation, or acceleration of any right or obligation of the Company or its Subsidiaries or to a loss of any benefit to which the Company or its Subsidiaries is entitled under any provision of any Contract, or (D) result in the creation or imposition of any Lien on any asset of the Company or its Subsidiaries, (vii) waive or amend any terms of this Agreement, (viii) take any action that could reasonably be expected to cause any representation or warranty or covenant contained in this Agreement to be breached or to cause any condition to the Closing set forth in Article VII to fail to be satisfied or otherwise cause any breach of this Agreement, (ix) provide access to or disclose information that the Company determines would jeopardize any attorney-client privilege of the Company or any of its Subsidiaries, (x) fund any repayment, redemption, cash collateralization, or provide any “backstop” letters of credit prior to the Closing, or (xi) result in any of the Company’s or any of its Subsidiaries’ Representatives incurring any personal liability with respect to any matters relating to this Section 6.15. Parent shall defend, indemnify, and hold harmless the Company, any of its Subsidiaries, and any of their respective Representatives from, against, and in respect of any and all claims, liabilities, losses, damages, judgments, fines, penalties, costs, and expenses (including fees of legal counsel) resulting from or incurred in connection with the cooperation hereunder or any information utilized in connection therewith. Notwithstanding this Section 6.15 or anything in this Agreement to the contrary, each of the parties hereto agrees that it is not a condition to the Closing that the Debt Financing, payoff letters, consents, amendments, or other similar actions Indebtedness described in this Section 6.15 clause (vi) being herein called "Scheduled Existing Indebtedness" and, together with the Indebtedness described in clauses (ii) and Section 6.14 (iii) above being herein called the "Existing Indebtedness"). On and as of the Initial Borrowing Date, all of the Existing Indebtedness and the Convertible QUIPS (to the extent not converted into the right to receive Initial Convertible QUIPS Conversion Payments) shall be obtainedoutstanding after giving effect to the Transaction and the other transactions contemplated hereby without any default or event of default existing thereunder or arising as a result of the Transaction and the other transactions contemplated hereby (except to the extent amended or waived by the parties thereto on terms and conditions reasonably satisfactory to the Agents and the Required Lenders), and there shall not be any amendments or modifications to the Existing Indebtedness Agreements or the Convertible QUIPS Documents other than as requested or approved by the Agents or the Required Lenders.

Existing Indebtedness. If requested by ParentThe Property is to be conveyed without release of, and Purchaser shall assume, the Company lien of that certain existing deed of trust (the “Deed of Trust”) in favor of Bear, S▇▇▇▇▇▇ Funding, Inc. as beneficiary (“Lender”), which secures a certain indebtedness in the original principal amount of $10,250,000.00 (the “Loan”). Copies of all Loan Documents, as hereinafter defined, in the possession of Seller shall use reasonable best efforts be delivered to cooperate with Parent and Merger Sub Purchaser as soon as practicable, but in taking such actions any event within five (5) Business Days after the Effective Date. (1) It shall be a condition precedent to the obligation of Purchaser to close the transactions contemplated hereby that as are necessary under (x) the indentures listed in item (iii) of Section 4.16 of the Company Disclosure Letter Closing any required consent of Lender to the conveyance of the Property subject to the Deed of Trust and the instruments and documents evidencing and securing the Loan (ythe “Loan Documents”) and the credit agreements listed in Section 4.03(cassumption of the Loan by Purchaser shall have been obtained from Lender. (2) Purchaser shall pay all transfer or other fees charged by Lender, including without limitation a transfer fee equal to one percent (1%) of the Company Disclosure Letter (collectively, “Existing Debt Documents”) in respect outstanding principal balance of the Transactions, including delivering or causing a Subsidiary to deliver Loan and any such notices, agreements, documents, or instruments necessary, proper, or advisable to comply with the terms thereof, including the delivery of any officer certificates costs and opinions of counsel required to be delivered thereunder expenses charged by Lender in connection with the Transactionsassumption of the Loan, recording costs and expenses relating to the recordation of any Deed of Trust assignment agreement or other documentation relating to the assumption of the Loan, and any other costs and expenses relating to the assumption of the Loan. (3) The parties shall cooperate in good faith and with reasonable diligence to secure the approval of the Lender to the conveyance of the Property to, and assumption of the Loan by, Purchaser in accordance with the provisions of this Agreement. Purchaser shall have the right to negotiate directly with Lender concerning Lender’s consent. Purchaser shall promptly provide to Lender all information it may reasonably require in order to obtain Lender’s consent. Purchaser shall provide Seller with copies of all information so provided to Lender. If and to the extent reasonably requested by Parent in writing, the Company shall use reasonable best efforts to cooperate with Parent and Merger Sub in either (a) arranging for the termination of Existing Debt Documents (or redemption of the relevant notes or debentures) at the Closing (or such other date thereafter as agreed to by Parent and the Company), which redemption shall be the sole responsibility of Parent, and the procurement of customary payoff letters and other customary release documentation in connection therewith (including with respect to the Existing Revolving Credit Facility) or (b) obtaining any consents required under any Existing Debt Documents to permit the consummation of the Transactions thereunder and obtaining any amendments to or other consents under the Existing Debt Documents as may be reasonably requested by Parent, and in each case, if reasonably requested by Parent, the Company shall, and shall cause its Subsidiaries to, execute and deliver such customary notices, agreements, documents, or instruments necessary in connection therewith. Notwithstanding anything conditions set forth in this Section 6.15 to 2 (d) have not been satisfied by the contraryClosing Date, in no event shall the Company be required in connection with its obligations under this Section 6.15 then Purchaser may elect to (i) incur or agree terminate this Agreement, in which event the E▇▇▇▇▇▇ Money shall be promptly refunded to incur any out-of-pocket expenses, unless they are promptly reimbursed by Parent, Purchaser; (ii) incur proceed with Closing as provided in Section 3 below; or agree to incur any commitment, tender, consent, amendment fee or any fee similar to any of the foregoing, unless Parent provides the funding to the Company therefor, (iii) amend extend the Closing Date for up to forty-five (45) days in an attempt to satisfy these conditions. In the event Purchaser desires to exercise such extensions rights, Purchaser shall give written notice to Seller and Title Company on or agree to amend any Existing Debt Document, which amendment is not conditioned on the Closing, before five (iv5) incur any liability in connection therewith days prior to the previously scheduled Closing Date. If the conditions set forth in this Section 2 (d) have not been satisfied by the extended Closing Date, then unless contingent upon mutually agreed between the occurrence of the Closingparties, (v) take any action that would unreasonably interfere with or unreasonably disrupt the normal operations and management of the Company and its Subsidiaries, (vi) take any action that the Company reasonably believes could (A) violate its or its Subsidiaries’ certificate of incorporation or bye-laws (or comparable documents), (B) violate any applicable Law, (C) constitute a default or violation under, or give rise to any right of termination, cancellation, or acceleration of any right or obligation of the Company or its Subsidiaries or to a loss of any benefit to which the Company or its Subsidiaries is entitled under any provision of any Contract, or (D) result in the creation or imposition of any Lien on any asset of the Company or its Subsidiaries, (vii) waive or amend any terms of this Agreement, (viii) take any action that could reasonably be expected to cause any representation or warranty or covenant contained in this Agreement shall on such date be terminated, in which event the E▇▇▇▇▇▇ Money shall be promptly refunded to be breached or to cause any condition to the Closing set forth in Article VII to fail to be satisfied or otherwise cause any breach of this Agreement, (ix) provide access to or disclose information that the Company determines would jeopardize any attorney-client privilege of the Company or any of its Subsidiaries, (x) fund any repayment, redemption, cash collateralization, or provide any “backstop” letters of credit prior to the Closing, or (xi) result in any of the Company’s or any of its Subsidiaries’ Representatives incurring any personal liability with respect to any matters relating to this Section 6.15. Parent shall defend, indemnify, and hold harmless the Company, any of its Subsidiaries, and any of their respective Representatives from, against, and in respect of any and all claims, liabilities, losses, damages, judgments, fines, penalties, costs, and expenses (including fees of legal counsel) resulting from or incurred in connection with the cooperation hereunder or any information utilized in connection therewith. Notwithstanding this Section 6.15 or anything in this Agreement to the contrary, each of the parties hereto agrees that it is not a condition to the Closing that the Debt Financing, payoff letters, consents, amendments, or other similar actions described in this Section 6.15 and Section 6.14 be obtainedPurchaser.

Existing Indebtedness. If requested For so long as the Additional Credit Facility is outstanding, in the event Borrower fails to perform or comply with any of the provisions of Sections 5.10 (to the extent pertaining to Material Contracts and Proprietary Rights not related to ownership and operation of the Mortgaged Property), 7.1 (except with respect to Indebtedness secured by ParentLiens on the Mortgaged Property), 7.3 (to the extent pertaining to Material Contracts and Proprietary Rights not related to ownership and operation of the Mortgaged Property), 7.4 (other than Section 7.4(A)(2)), 7.6 or 7.12 of this Agreement (such sections, the Company “Override Sections”), Lender shall use reasonable best efforts be deemed to cooperate with Parent have consented to such failure and Merger Sub such failure shall not be deemed a Default or an Event of Default under this Agreement, if (i) such action is not prohibited under the terms of the Additional Credit Facility or (ii) if prohibited under the Additional Credit Agreement, the Additional Credit Lender consents in taking writing to such actions failure (or takes such other action so that such failure does not continue as are necessary a default or event of default under such Additional Credit Agreement (xwhether by temporary or permanent waiver or forbearance, amendment or otherwise)) within 180 days of becoming aware thereof. In the event (A) the indentures listed Additional Credit Lender takes actions in item accordance with clause (iiiii) of Section 4.16 of the Company Disclosure Letter above and (y) the credit agreements listed in Section 4.03(c) of the Company Disclosure Letter (collectively, “Existing Debt Documents”) in respect of the Transactions, including delivering or causing a Subsidiary to deliver any such notices, agreements, documents, or instruments necessary, proper, or advisable Borrower’s failure to comply with the terms thereof, including specific Override Sections could reasonably be determined to have materially impaired the delivery of any officer certificates and opinions of counsel required to be delivered thereunder in connection with the Transactions. If and to the extent reasonably requested by Parent in writing, the Company shall use reasonable best efforts to cooperate with Parent and Merger Sub in either (a) arranging for the termination of Existing Debt Documents (or redemption interests of the relevant notes or debentures) at the Closing (or such other date thereafter as agreed to by Parent and the Company), which redemption shall be the sole responsibility of Parent, and the procurement of customary payoff letters and other customary release documentation in connection therewith (including Lender with respect to the Existing Revolving full repayment of the Obligations as and when due and payable and (B) the Additional Credit FacilityLender received as a condition to taking such actions any financial incentives, paydowns, additional credit support or, except (x) as provided below in this Section 5.13 with respect to pledges of stock in Subsidiaries from the Borrower or any of its Subsidiaries or (y) with respect to assets that are either or both (I) then encompassed within security interests existing in collateral granted by Borrower in favor of the Additional Credit Lender under the Additional Credit Facility (whether pursuant to after-acquired property clauses or, unless resulting from actions taken in accordance with clause (ii) above, otherwise) or (bII) obtaining any consents required the product of, proceeds of or derived from existing collateral pledged by Borrower to the Additional Credit Lender under any Existing Debt Documents to permit the consummation Additional Credit Facility, collateral (such as a fee, increase in return on credit extensions or loan repayment, warrant or other financial interest in Borrower or its Subsidiaries or additional Subsidiary guaranties of the Transactions thereunder and obtaining any amendments to or other consents obligations under the Existing Debt Documents as may Additional Credit Facility), Lender shall also be reasonably requested by Parentprovided such financial benefits on a pro rata basis (i.e., and in each caseproportion to the respective outstandings under the facilities, if reasonably requested by Parent, with the Company shall, and shall cause its Subsidiaries to, execute and deliver such customary notices, agreements, documents, or instruments necessary in connection therewithFuture Advance not being considered outstanding under this Agreement until actually distributed to Borrower under Section 5.13 of this Agreement). Notwithstanding anything in this Section 6.15 to the contraryforegoing, in no event shall the Company be required in connection with its obligations under this Section 6.15 to foregoing provisions provide for (i) incur pledges of stock in Subsidiaries of the Borrower, provided Lender receives unsecured guaranties of the Obligations from Subsidiaries of the Borrower in lieu of such pledges or agree to incur any out-of-pocket expenses, unless they are promptly reimbursed by Parent, (ii) incur Lender to receive any additional financial incentives, paydowns or agree to incur any commitment, tender, consent, amendment fee or any fee similar to any additional credit support in conjunction with the Borrower’s prepayment of obligations under the foregoing, unless Parent provides Additional Credit Facility with proceeds from VantagePoint’s exercise of warrants issued by the funding to the Company therefor, (iii) amend or agree to amend any Existing Debt Document, which amendment is not conditioned on the Closing, (iv) incur any liability in connection therewith prior to Borrower that VantagePoint holds as of the Closing Date. Borrower shall promptly deliver copies of all notices, unless contingent upon demands, reports or requests given to, or received by Borrower from the occurrence Additional Credit Lender, and shall notify Lender within two (2) Business Days after Borrower receives notice or acquires knowledge of any default or any condition or event that with the Closing, (v) take any action that passage of time would unreasonably interfere with or unreasonably disrupt the normal operations and management of the Company and its Subsidiaries, (vi) take any action that the Company reasonably believes could (A) violate its or its Subsidiaries’ certificate of incorporation or bye-laws (or comparable documents), (B) violate any applicable Law, (C) constitute a default under the Additional Credit Facility, in each case to the extent the same relate to failures to perform or violation under, or give rise to any right of termination, cancellation, or acceleration comply with the Override Sections. Promptly upon Borrower obtaining knowledge of any right such default under the Additional Credit Facility, Borrower shall deliver a certificate of such Borrower’s chief financial officer or obligation similar officer specifying the nature and period of the Company existence of such condition or its Subsidiaries event and what action Borrower has taken, is taking or proposes to a loss of any benefit to which the Company or its Subsidiaries is entitled under any provision of any Contracttake, or (D) result in the creation or imposition of any Lien on any asset of the Company or its Subsidiariesif any, (vii) waive or amend any terms of this Agreement, (viii) take any action that could reasonably be expected to cause any representation or warranty or covenant contained in this Agreement to be breached or to cause any condition to the Closing set forth in Article VII to fail to be satisfied or otherwise cause any breach of this Agreement, (ix) provide access to or disclose information that the Company determines would jeopardize any attorney-client privilege of the Company or any of its Subsidiaries, (x) fund any repayment, redemption, cash collateralization, or provide any “backstop” letters of credit prior to the Closing, or (xi) result in any of the Company’s or any of its Subsidiaries’ Representatives incurring any personal liability with respect to any matters relating to this Section 6.15. Parent shall defend, indemnify, and hold harmless the Company, any of its Subsidiaries, and any of their respective Representatives from, against, and in respect of any and all claims, liabilities, losses, damages, judgments, fines, penalties, costs, and expenses (including fees of legal counsel) resulting from or incurred in connection with the cooperation hereunder or any information utilized in connection therewith. Notwithstanding this Section 6.15 or anything in this Agreement to the contrary, each of the parties hereto agrees that it is not a condition to the Closing that the Debt Financing, payoff letters, consents, amendments, or other similar actions described in this Section 6.15 and Section 6.14 be obtainedthereto.

Existing Indebtedness. If requested by Parent(i) On the Closing Date, the Company Holdings and its Subsidiaries shall use reasonable best efforts to cooperate with Parent and Merger Sub in taking such actions as are necessary under (x) the indentures listed in item (iii) of Section 4.16 of the Company Disclosure Letter and (y) the credit agreements listed in Section 4.03(c) of the Company Disclosure Letter (collectively, “Existing Debt Documents”) in respect of the Transactions, including delivering or causing a Subsidiary to deliver any such notices, agreements, documents, or instruments necessary, proper, or advisable to comply with the terms thereof, including the delivery of any officer certificates and opinions of counsel required to be delivered thereunder in connection with the Transactions. If and to the extent reasonably requested by Parent in writing, the Company shall use reasonable best efforts to cooperate with Parent and Merger Sub in either have (a) arranging for the termination of Existing Debt Documents (or redemption of the relevant notes or debentures) at the Closing (or such other date thereafter as agreed to by Parent and the Company), which redemption shall be the sole responsibility of Parent, and the procurement of customary payoff letters repaid in full all Indebtedness and other customary release documentation in connection therewith (including with respect obligations outstanding under, evidenced by or related to the Existing Revolving Credit Facility) or Agreement (other than the Existing Letters of Credit), (b) obtaining terminated any consents required under commitments to lend or make other extensions of credit thereunder, (c) made arrangements satisfactory to Administrative Agent with respect to the cancellation of any Existing Debt Documents letters of credit outstanding thereunder or the issuance of Letters of Credit to permit support the obligations of Holdings and its Subsidiaries with respect thereto, (d) terminated and released any Liens securing such Indebtedness and other obligations and (e) delivered to Administrative Agent a customary payoff letter (or other reasonably satisfactory confirmation of the foregoing) and all documents or instruments necessary to release all Liens securing Indebtedness or other obligations of Holdings and its Subsidiaries thereunder. (ii) After giving effect to the consummation of transactions contemplated by the Transactions thereunder Related Agreement and obtaining the Credit Documents to occur on the Closing Date, neither Borrower nor any amendments to or of the Guarantors will have any third party Indebtedness for borrowed money other consents under the Existing Debt Documents as may be reasonably requested by Parent, and in each case, if reasonably requested by Parent, the Company shall, and shall cause its Subsidiaries to, execute and deliver such customary notices, agreements, documents, or instruments necessary in connection therewith. Notwithstanding anything in this Section 6.15 to the contrary, in no event shall the Company be required in connection with its obligations under this Section 6.15 to than (i) incur or agree to incur any out-of-pocket expenses, unless they are promptly reimbursed by ParentIndebtedness incurred under this Agreement, (ii) incur or agree to incur any commitment, tender, consent, amendment fee or any fee similar to any of the foregoing, unless Parent provides 2023 Notes and the funding to the Company therefor2025 Notes, (iii) amend Indebtedness of Holdings and its Subsidiaries permitted to be incurred on or agree prior to amend any Existing Debt Document, which amendment is not conditioned the Closing Date pursuant to the Acquisition Agreement as in effect on the Closingdate hereof, (iv) incur any liability in connection therewith prior to Indebtedness outstanding under the Closing Date, unless contingent upon the occurrence of the ClosingExisting Term Credit Agreement, (v) take Indebtedness under any action that would unreasonably interfere with or unreasonably disrupt the normal operations and management of the Company and its Subsidiariesnon-recourse project financing, (vi) take for the avoidance of doubt, any action that other Indebtedness of the Company reasonably believes could type described in clauses (Aa) violate its or its Subsidiaries’ certificate of incorporation or bye-laws - (or comparable documentsm) and clauses (r), (B) violate any applicable Lawt), (Cv) constitute a default or violation under, or give rise to any right and (w) of termination, cancellation, or acceleration of any right or obligation of the Company or its Subsidiaries or to a loss of any benefit to which the Company or its Subsidiaries is entitled under any provision of any Contract, or (D) result in the creation or imposition of any Lien on any asset of the Company or its SubsidiariesSection 6.1 hereof, (vii) waive or amend any terms of this AgreementIndebtedness under the credit agreements, promissory notes and other credit documents set forth on Schedule 3.1(f) in an aggregate principal amount not to exceed $25,000,000 for all such indebtedness and (viii) take any action that could reasonably be expected to cause any representation or warranty or covenant contained other debt approved by Administrative Agent and the Arrangers in this Agreement to be breached or to cause any condition to the Closing set forth in Article VII to fail to be satisfied or otherwise cause any breach of this Agreement, (ix) provide access to or disclose information that the Company determines would jeopardize any attorney-client privilege of the Company or any of its Subsidiaries, (x) fund any repayment, redemption, cash collateralization, or provide any “backstop” letters of credit prior to the Closing, or (xi) result in any of the Company’s or any of its Subsidiaries’ Representatives incurring any personal liability with respect to any matters relating to this Section 6.15. Parent shall defend, indemnify, and hold harmless the Company, any of its Subsidiaries, and any of their respective Representatives from, against, and in respect of any and all claims, liabilities, losses, damages, judgments, fines, penalties, costs, and expenses (including fees of legal counsel) resulting from or incurred in connection with the cooperation hereunder or any information utilized in connection therewith. Notwithstanding this Section 6.15 or anything in this Agreement to the contrary, each of the parties hereto agrees that it is not a condition to the Closing that the Debt Financing, payoff letters, consents, amendments, or other similar actions described in this Section 6.15 and Section 6.14 be obtainedreasonable discretion.

Existing Indebtedness. If requested (a) The Purchaser acknowledges that the Existing Indebtedness will become due and payable in full on the Closing Date as a result of the Transaction. (b) The Purchaser shall on the Closing Date, as an essential condition for the Sellers to sell the Transferred Securities, and in addition to the payment of the Purchase Price, repay on behalf of the Group Companies, or cause the repayment by Parentthem of, the Company full amount of the Existing Indebtedness, with value date on the Closing Date, as such amount shall be notified in the statements referred to in 5.2(b), without any withholding or deduction. (c) Each of the Sellers, in its capacity as shareholder, director or executive officer or employee of the Group Companies, shall use reasonable its best efforts endeavors to cause the relevant Group Companies to cooperate with Parent and Merger Sub the Purchaser in taking such actions as are necessary under (x) connection with the indentures listed in item (iii) of Section 4.16 release of the Company Disclosure Letter Encumbrances and (y) the credit agreements listed in Section 4.03(c) repayment of the Company Disclosure Letter (collectively, “Existing Debt Documents”on the Closing Date. (d) The Purchaser shall procure that, subject to Closing, the Sellers shall bear no liability in respect of the TransactionsExisting Indebtedness, including delivering or causing a Subsidiary to deliver any such notices, agreements, documents, or instruments necessary, proper, or advisable to comply with the terms thereof, including Existing Facilities and the delivery release of any officer certificates and opinions of counsel required to be delivered thereunder in connection with the Transactions. If and to the extent reasonably requested by Parent in writing, the Company shall use reasonable best efforts to cooperate with Parent and Merger Sub in either related Encumbrances (a) arranging for the termination of Existing Debt Documents (or redemption of the relevant notes or debentures) at the Closing (or such other date thereafter as agreed to by Parent and the Company), which redemption shall be under the sole responsibility of Parentthe Purchaser). For the avoidance of doubt, and the procurement of customary payoff letters and other customary release documentation in connection therewith (including with respect without prejudice to the Existing Revolving Credit Facility) or (b) obtaining any consents required under any Existing Debt Documents to permit the consummation of the Transactions thereunder and obtaining any amendments to or other consents under the Existing Debt Documents Seller’s undertakings as may be reasonably requested by Parent, and in each case, if reasonably requested by Parent, the Company shall, and shall cause its Subsidiaries to, execute and deliver such customary notices, agreements, documents, or instruments necessary in connection therewith. Notwithstanding anything in this Section 6.15 to the contrary, in no event shall the Company be required in connection with its obligations under this Section 6.15 to (i) incur or agree to incur any out-of-pocket expenses, unless they are promptly reimbursed by Parent, (ii) incur or agree to incur any commitment, tender, consent, amendment fee or any fee similar to any of the foregoing, unless Parent provides the funding to the Company therefor, (iii) amend or agree to amend any Existing Debt Document, which amendment is not conditioned on the Closing, (iv) incur any liability in connection therewith prior to the Closing Date, unless contingent upon the occurrence of the Closing, (v) take any action that would unreasonably interfere with or unreasonably disrupt the normal operations and management of the Company and its Subsidiaries, (vi) take any action that the Company reasonably believes could (A) violate its or its Subsidiaries’ certificate of incorporation or bye-laws (or comparable documents), (B) violate any applicable Law, (C) constitute a default or violation under, or give rise to any right of termination, cancellation, or acceleration of any right or obligation of the Company or its Subsidiaries or to a loss of any benefit to which the Company or its Subsidiaries is entitled under any provision of any Contract, or (D) result in the creation or imposition of any Lien on any asset of the Company or its Subsidiaries, (vii) waive or amend any terms of this Agreement, (viii) take any action that could reasonably be expected to cause any representation or warranty or covenant contained in this Agreement to be breached or to cause any condition to the Closing set forth in Article VII Section 3.3(c), the Purchaser shall be solely responsible for obtaining or causing the Group Companies to fail to be satisfied or otherwise cause any breach of this Agreement, (ix) provide access to or disclose information that obtain the Company determines would jeopardize any attorney-client privilege of the Company or any of its Subsidiaries, (x) fund any repayment, redemption, cash collateralization, or provide any “backstop” letters of credit prior to the Closing, or (xi) result in any of the Company’s or any of its Subsidiaries’ Representatives incurring any personal liability with respect to any matters relating to this Section 6.15. Parent shall defend, indemnify, and hold harmless the Company, any of its Subsidiaries, and any of their respective Representatives from, against, and in respect release of any and all claims, liabilities, losses, damages, judgments, fines, penalties, costs, and expenses (including fees of legal counsel) resulting from or incurred in connection with the cooperation hereunder or any information utilized in connection therewith. Notwithstanding this Section 6.15 or anything in this Agreement to the contrary, each relevant Encumbrances as a result of the parties hereto agrees repayment, redemption and/or repurchase in full of the Existing Indebtedness and the Sellers shall bear no responsibility in that it respect. (e) It is not a condition specified that the debts of the Group Companies other than Existing Indebtedness will be maintained at Closing, the Purchaser being responsible for obtaining the waivers required to maintain those debts of the Group Companies after the Closing that the Debt Financing, payoff letters, consents, amendments, or other similar actions described in this Section 6.15 and Section 6.14 be obtainedDate.

Existing Indebtedness. If requested by ParentThe Administrative Agent shall have received evidence satisfactory to the Administrative Agent and the Lenders that, after giving effect to the Company shall use reasonable best efforts to cooperate with Parent and Merger Sub in taking such actions as are necessary under (x) the indentures listed in item (iii) of Section 4.16 of the Company Disclosure Letter and (y) the credit agreements listed in Section 4.03(c) of the Company Disclosure Letter (collectively, “Existing Debt Documents”) in respect consummation of the Transactions, including delivering (i) the Borrower and its Subsidiaries shall not be liable for or causing have outstanding any Indebtedness which is of the type of Indebtedness which would appear as a Subsidiary to deliver any such notices, agreements, documents, liability on (or instruments necessary, proper, or advisable to comply with the terms thereof, including the delivery of any officer certificates and opinions of counsel would be required to appear as a liability on) the consolidated balance sheet of the Borrower (and not of the type required solely to be delivered thereunder included in connection with the Transactions. If footnotes thereto) and which Indebtedness shall include, without limitation, Indebtedness for borrowed CKE SEVENTH AMENDED AND RESTATED CREDIT AGREEMENT money and Capitalized Lease Obligations, other than (A) the Loans outstanding hereunder as contemplated by Section 4.1(n) and (B) Indebtedness permitted under Section 7.2 (but excluding Indebtedness described in Section 7.2(a)) (collectively, the "SURVIVING DEBT"), and (ii) the Borrower and each of its Subsidiaries shall have paid in full all other Indebtedness of the Borrower and each of its Subsidiaries existing prior to the extent reasonably requested by Parent in writing, the Company shall use reasonable best efforts to cooperate with Parent and Merger Sub in either (a) arranging for the termination of Existing Debt Documents (or redemption making of the relevant notes or debenturesinitial Loans hereunder (all of the foregoing Indebtedness described in the foregoing clause (i) at the Closing and (or such other date thereafter ii) referred to collectively as agreed to by Parent and the Company"EXISTING DEBT"), which redemption . The Administrative Agent shall be satisfied that the sole responsibility of Parentexecution and delivery of, and the procurement performance by each of customary payoff letters the Borrower and other customary release documentation in connection therewith (including with respect its Subsidiaries of its respective obligations under, each Transaction Document to the Existing Revolving Credit Facility) or (b) obtaining any consents required under any Existing Debt Documents to permit the which it is a party and consummation of the Transactions thereunder and obtaining does not violate, conflict with or cause a default under any amendments to document or other consents under the instrument evidencing Existing Debt Documents as may be reasonably requested by Parent, and in each case, if reasonably requested by Parent, the Company shall, and Debt. The Administrative Agent shall cause its Subsidiaries to, execute and deliver such customary notices, agreements, documents, or instruments necessary in connection therewith. Notwithstanding anything in this Section 6.15 to the contrary, in no event shall the Company be required in connection with its obligations under this Section 6.15 to have received (i) incur or agree payoff and lien termination and release agreements, in form and substance satisfactory to incur any out-of-pocket expensesthe Administrative Agent, unless they are promptly reimbursed by Parentfrom each creditor of the Borrower and its Subsidiaries with respect to Existing Debt other than Surviving Debt, and (ii) incur such UCC Amendments (or agree to incur any commitmentits equivalent), tenderintellectual property lien releases in recordable form in all applicable jurisdictions, consentand other lien and mortgage release and termination agreements, amendment fee or any fee similar to any evidence of the foregoingrelease of federal and state tax liens, unless Parent provides the funding all in form and substance satisfactory to the Company thereforAdministrative Agent, (iii) amend or agree to amend any Existing Debt Documentas the Administrative Agent shall request, duly executed by the appropriate Person in favor of which amendment is not conditioned on the Closing, (iv) incur any liability in connection therewith prior to the Closing Date, unless contingent upon the occurrence of the Closing, (v) take any action that would unreasonably interfere with or unreasonably disrupt the normal operations and management of the Company and its Subsidiaries, (vi) take any action that the Company reasonably believes could (A) violate its or its Subsidiaries’ certificate of incorporation or bye-laws (or comparable documents), (B) violate any applicable Law, (C) constitute a default or violation under, or give rise to any right of termination, cancellation, or acceleration of any right or obligation of the Company or its Subsidiaries or to a loss of any benefit to which the Company or its Subsidiaries is entitled under any provision of any Contract, or (D) result in the creation or imposition of any Lien on any asset of the Company or its Subsidiaries, (vii) waive or amend any terms of this Agreement, (viii) take any action that could reasonably be expected to cause any representation or warranty or covenant contained in this Agreement to be breached or to cause any condition to the Closing set forth in Article VII to fail to be satisfied or otherwise cause any breach of this Agreement, (ix) provide access to or disclose information that the Company determines would jeopardize any attorney-client privilege of the Company or any of its Subsidiaries, (x) fund any repayment, redemption, cash collateralization, or provide any “backstop” letters of credit prior to the Closing, or (xi) result in any of the Company’s or any of its Subsidiaries’ Representatives incurring any personal liability with respect to any matters relating to this Section 6.15. Parent shall defend, indemnify, and hold harmless the Company, any of its Subsidiaries, and any of their respective Representatives from, against, and in respect of any and all claims, liabilities, losses, damages, judgments, fines, penalties, costs, and expenses (including fees of legal counsel) resulting from or incurred in connection with the cooperation hereunder or any information utilized in connection therewith. Notwithstanding this Section 6.15 or anything in this Agreement to the contrary, each of the parties hereto agrees that it is not a condition to the Closing that the Debt Financing, payoff letters, consents, amendments, or other similar actions described in this Section 6.15 and Section 6.14 be obtainedsuch Liens were granted.

Existing Indebtedness. If requested by (i) the Parent, the Company Borrower and its Restricted Subsidiaries shall use reasonable best efforts to cooperate with Parent and Merger Sub in taking such actions have no Indebtedness for borrowed money outstanding as are necessary under (x) the indentures listed in item (iii) of Section 4.16 of the Company Disclosure Letter Closing Date other than under the Term Facilities, the Senior Notes, the Senior Subordinated Notes, the ABL Facility and the other Indebtedness permitted by Section 7.2 and (yii) Parent, Borrower and its Subsidiaries shall have repaid in full all Indebtedness outstanding under the Existing Credit Facility, together with all accrued but unpaid interest, fees and other amounts owing thereunder (other than (A) contingent indemnification obligations not yet due and payable and (B) obligations with respect to existing letters of credit agreements listed in Section 4.03(c(so long as such existing letters of credit are deemed letters of credit under the ABL Facility) (such letters of the Company Disclosure Letter (collectivelycredit, “Existing Debt DocumentsLetters of Credit”)) and (i) all commitments to lend or make other extensions of credit thereunder shall have been terminated, (ii) all security interests in respect of, and Liens securing, the Indebtedness and other obligations thereunder created pursuant to the security documentation relating thereto shall have been terminated and released, and the Administrative Agent shall have received all such releases as may have been reasonably requested by the Administrative Agent, which releases shall be in form and substance reasonably satisfactory to Administrative Agent, including, without limiting the foregoing, (a) proper termination statements (Form UCC-3 or the appropriate equivalent) for filing under the Uniform Commercial Code or equivalent statute or regulation of each jurisdiction where a financing statement or application for registration (Form UCC-1 or the Transactionsappropriate equivalent) was filed with respect to Parent, including delivering Borrower or causing a Subsidiary to deliver any such notices, agreements, documents, or instruments necessary, proper, or advisable to comply with the terms thereof, including the delivery of any officer certificates and opinions of counsel required to be delivered thereunder its Subsidiaries in connection with the Transactions. If and to the extent reasonably requested by Parent in writing, the Company shall use reasonable best efforts to cooperate with Parent and Merger Sub in either (a) arranging for the termination of Existing Debt Documents (or redemption of the relevant notes or debentures) at the Closing (or such other date thereafter as agreed to by Parent and the Company), which redemption shall be the sole responsibility of Parent, and the procurement of customary payoff letters and other customary release documentation in connection therewith (including security interests created with respect to the Existing Revolving Credit Facility) or Facility and (b) obtaining terminations or reassignments of any consents required under security interest in, or Lien on, any Existing Debt Documents to permit the consummation patents, trademarks, copyrights, or similar interests of the Transactions thereunder and obtaining any amendments to or other consents under the Existing Debt Documents as may be reasonably requested by Parent, and in each case, if reasonably requested by Parent, the Company shall, and shall cause its Subsidiaries to, execute and deliver such customary notices, agreements, documents, or instruments necessary in connection therewith. Notwithstanding anything in this Section 6.15 to the contrary, in no event shall the Company be required in connection with its obligations under this Section 6.15 to (i) incur or agree to incur any out-of-pocket expenses, unless they are promptly reimbursed by Parent, (ii) incur or agree to incur any commitment, tender, consent, amendment fee or any fee similar to any of the foregoing, unless Parent provides the funding to the Company therefor, (iii) amend or agree to amend any Existing Debt Document, which amendment is not conditioned on the Closing, (iv) incur any liability in connection therewith prior to the Closing Date, unless contingent upon the occurrence of the Closing, (v) take any action that would unreasonably interfere with or unreasonably disrupt the normal operations and management of the Company and its Subsidiaries, (vi) take any action that the Company reasonably believes could (A) violate its or its Subsidiaries’ certificate of incorporation or bye-laws (or comparable documents), (B) violate any applicable Law, (C) constitute a default or violation under, or give rise to any right of termination, cancellation, or acceleration of any right or obligation of the Company or its Subsidiaries or to a loss of any benefit to which the Company or its Subsidiaries is entitled under any provision of any Contract, or (D) result in the creation or imposition of any Lien on any asset of the Company or its Subsidiaries, (vii) waive or amend any terms of this Agreement, (viii) take any action that could reasonably be expected to cause any representation or warranty or covenant contained in this Agreement to be breached or to cause any condition to the Closing set forth in Article VII to fail to be satisfied or otherwise cause any breach of this Agreement, (ix) provide access to or disclose information that the Company determines would jeopardize any attorney-client privilege of the Company Borrower or any of its SubsidiariesSubsidiaries and (iii) other than with respect to Existing Letters of Credit, (x) fund the Parent and its Subsidiaries shall have made arrangements reasonably satisfactory to the Administrative Agent and the Joint Lead Arrangers for the cancellation of any repayment, redemption, cash collateralization, or provide any “backstop” letters of credit prior to the Closing, or (xi) result in any of the Company’s or any of its Subsidiaries’ Representatives incurring any personal liability with respect to any matters relating to this Section 6.15. Parent shall defend, indemnify, and hold harmless the Company, any of its Subsidiaries, and any of their respective Representatives from, against, and in respect of any and all claims, liabilities, losses, damages, judgments, fines, penalties, costs, and expenses (including fees of legal counsel) resulting from or incurred in connection with the cooperation hereunder or any information utilized in connection therewith. Notwithstanding this Section 6.15 or anything in this Agreement to the contrary, each of the parties hereto agrees that it is not a condition to the Closing that the Debt Financing, payoff letters, consents, amendments, or other similar actions described in this Section 6.15 and Section 6.14 be obtainedoutstanding thereunder.

Existing Indebtedness. If requested by ParentThe Agent shall have received evidence satisfactory to the Agent and the Lenders that, after giving effect to the Company shall use reasonable best efforts to cooperate with Parent and Merger Sub in taking such actions as are necessary under (x) the indentures listed in item (iii) of Section 4.16 of the Company Disclosure Letter and (y) the credit agreements listed in Section 4.03(c) of the Company Disclosure Letter (collectively, “Existing Debt Documents”) in respect consummation of the Transactions, including delivering (i) the Borrower and its Subsidiaries shall not be liable for or causing have outstanding any Indebtedness which is of the type of Indebtedness which would appear as a Subsidiary to deliver any such notices, agreements, documents, liability on (or instruments necessary, proper, or advisable to comply with the terms thereof, including the delivery of any officer certificates and opinions of counsel would be required to appear as a liability on) the consolidated balance sheet of the Borrower (and not of the type required solely to be delivered thereunder included in connection the footnotes thereto) and which Indebtedness shall include, without limitation, Indebtedness for borrowed money and Capitalized Lease Obligations, other than (A) the Loans outstanding hereunder as contemplated by Section 4.1(n) and (B) Indebtedness permitted under Section 7.2 (but excluding Indebtedness described in Section 7.2(a)) (collectively, the "SURVIVING DEBT"), and (ii) the Borrower and each of its Subsidiaries shall have paid in full all other Indebtedness of the Borrower and each of its Subsidiaries existing prior to the making of the initial Loans hereunder (all of the foregoing Indebtedness described in the foregoing clause (i) and (ii) referred to collectively as "EXISTING DEBT"). The Agent shall be satisfied that the execution and delivery of, and the performance by each of the Borrower and its Subsidiaries of its respective obligations under, each Transaction Document to which it is a party and consummation of the Transactions does not violate, conflict with the Transactions. If and or cause a default under any document or instrument evidencing Existing Debt, except to the extent reasonably requested by Parent in writing, the Company shall use reasonable best efforts to cooperate with Parent and Merger Sub in either (a) arranging for the termination of Existing Debt Documents (or redemption of the relevant notes or debentures) at the Closing (or such other date thereafter as agreed to by Parent and the Company), which redemption shall be the sole responsibility of Parent, and the procurement of customary payoff letters and other customary release documentation in connection therewith (including with respect to the Existing Revolving Credit Facility) or (b) obtaining any consents required under any Existing Debt Documents to permit that the consummation of the Transactions thereunder and obtaining any amendments to or other consents under may constitute a breach of Section 4.7 of the Existing Debt Documents as may be reasonably requested by Parent, and in each case, if reasonably requested by Parent, Senior Subordinated Note Indenture for 30 days after the Company shall, and Closing Date. The Agent shall cause its Subsidiaries to, execute and deliver such customary notices, agreements, documents, or instruments necessary in connection therewith. Notwithstanding anything in this Section 6.15 to the contrary, in no event shall the Company be required in connection with its obligations under this Section 6.15 to have received (i) incur or agree payoff and lien termination and release agreements, in form and substance satisfactory to incur any out-of-pocket expensesthe Agent, unless they are promptly reimbursed by Parentfrom each creditor of the Borrower and its Subsidiaries with respect to Existing Debt other than Surviving Debt, and (ii) incur such UCC Amendments (or agree to incur any commitmentits equivalent), tenderintellectual property lien releases in recordable form in all applicable jurisdictions, consentand other lien and mortgage release and termination agreements, amendment fee or any fee similar to any evidence of the foregoingrelease of federal and state tax liens, unless Parent provides the funding all in form and substance satisfactory to the Company thereforAgent, (iii) amend or agree to amend any Existing Debt Documentas the Agent shall request, duly executed by the appropriate Person in favor of which amendment is not conditioned on the Closing, (iv) incur any liability in connection therewith prior to the Closing Date, unless contingent upon the occurrence of the Closing, (v) take any action that would unreasonably interfere with or unreasonably disrupt the normal operations and management of the Company and its Subsidiaries, (vi) take any action that the Company reasonably believes could (A) violate its or its Subsidiaries’ certificate of incorporation or bye-laws (or comparable documents), (B) violate any applicable Law, (C) constitute a default or violation under, or give rise to any right of termination, cancellation, or acceleration of any right or obligation of the Company or its Subsidiaries or to a loss of any benefit to which the Company or its Subsidiaries is entitled under any provision of any Contract, or (D) result in the creation or imposition of any Lien on any asset of the Company or its Subsidiaries, (vii) waive or amend any terms of this Agreement, (viii) take any action that could reasonably be expected to cause any representation or warranty or covenant contained in this Agreement to be breached or to cause any condition to the Closing set forth in Article VII to fail to be satisfied or otherwise cause any breach of this Agreement, (ix) provide access to or disclose information that the Company determines would jeopardize any attorney-client privilege of the Company or any of its Subsidiaries, (x) fund any repayment, redemption, cash collateralization, or provide any “backstop” letters of credit prior to the Closing, or (xi) result in any of the Company’s or any of its Subsidiaries’ Representatives incurring any personal liability with respect to any matters relating to this Section 6.15. Parent shall defend, indemnify, and hold harmless the Company, any of its Subsidiaries, and any of their respective Representatives from, against, and in respect of any and all claims, liabilities, losses, damages, judgments, fines, penalties, costs, and expenses (including fees of legal counsel) resulting from or incurred in connection with the cooperation hereunder or any information utilized in connection therewith. Notwithstanding this Section 6.15 or anything in this Agreement to the contrary, each of the parties hereto agrees that it is not a condition to the Closing that the Debt Financing, payoff letters, consents, amendments, or other similar actions described in this Section 6.15 and Section 6.14 be obtainedsuch Liens were granted.

Existing Indebtedness. If requested by Parent(a) On the Initial Borrowing Date and after giving effect to the Transaction, neither Holdings nor any of its Subsidiaries shall have any preferred Equity Interests (including preferred stock) or Indebtedness outstanding except for (i) the Loans and Letters of Credit, (ii) the Existing Senior Subordinated Notes and (iii) certain other indebtedness of the Borrower and its Subsidiaries as is listed on Schedule VII in an aggregate outstanding principal amount not to exceed $750,000 (with the Indebtedness described in this clause (iii) being herein called the “Existing Other Indebtedness” and, together with the Existing Senior Subordinated Notes, the Company “Existing Indebtedness”). On and as of the Initial Borrowing Date, any Existing Indebtedness outstanding after giving effect to the Transaction and the other transactions contemplated hereby shall use reasonable best efforts be without any default or event of default existing thereunder (or requirement that any offer to cooperate purchase or mandatory redemption be made with Parent respect thereto) or arising as a result of the Transaction and Merger Sub the other transactions contemplated hereby (except to the extent amended or waived by the parties thereto on terms and conditions reasonably satisfactory to the Agents and the Required Lenders), and the Existing Indebtedness Agreements shall in taking such actions as are necessary under form and substance be reasonably satisfactory to the Administrative Agent and the Joint Lead Arrangers, it being understood that the Existing Senior Subordinated Notes Indenture is so satisfactory. (b) On the Initial Borrowing Date (x) the indentures listed in item (iii) of Section 4.16 Administrative Agent shall receive an officer’s certificate of the Company Disclosure Letter U.S. Borrower (in form and substance, and with supporting calculations, and executed by an officer of the U.S. Borrower, satisfactory to the Administrative Agent and the Joint Lead Arrangers) setting forth the calculations showing compliance (after giving effect to the Transaction and all incurrences of Indebtedness hereunder) with the covenant set forth in Section 4.04 of the Existing Senior Subordinated Note Indenture and (y) the credit agreements listed in Section 4.03(c) Administrative Agent, on behalf of the Company Disclosure Letter Lenders, shall have received an Officer’s Certificate (collectivelyas defined in the Existing Senior Subordinated Notes Indenture), “in form and substance reasonably satisfactory to the Agents to the effect that the Incurrence of Indebtedness (each as defined in the Existing Debt Documents”Senior Subordinated Notes Indenture) in respect on the Initial Borrowing Date pursuant to this Agreement does not (and that the Incurrence of the Transactions, including delivering or causing a Subsidiary to deliver any such notices, agreements, documents, or instruments necessary, proper, or advisable to comply with the terms thereof, including the delivery of any officer certificates and opinions of counsel required to be delivered thereunder in connection with the Transactions. If and to the extent reasonably requested by Parent in writing, the Company shall use reasonable best efforts to cooperate with Parent and Merger Sub in either (a) arranging for the termination of Existing Debt Documents (or redemption of the relevant notes or debentures) at the Closing (or such other date thereafter as agreed to by Parent and the Company), which redemption shall be the sole responsibility of Parent, and the procurement of customary payoff letters and other customary release documentation in connection therewith (including with respect to the Existing Revolving Credit Facility) or (b) obtaining any consents required under any Existing Debt Documents to permit the consummation of the Transactions thereunder and obtaining any amendments to or other consents under the Existing Debt Documents as may be reasonably requested by Parent, and in each case, if reasonably requested by Parent, the Company shall, and shall cause its Subsidiaries to, execute and deliver such customary notices, agreements, documents, or instruments necessary in connection therewith. Notwithstanding anything in this Section 6.15 to the contrary, in no event shall the Company be required in connection with its obligations under this Section 6.15 to (i) incur or agree to incur any out-of-pocket expenses, unless they are promptly reimbursed by Parent, (ii) incur or agree to incur any commitment, tender, consent, amendment fee or any fee similar to any of the foregoing, unless Parent provides the funding to the Company therefor, (iii) amend or agree to amend any Existing Debt Document, which amendment is not conditioned entire committed amount hereunder on the Closing, (iv) incur any liability in connection therewith prior to the Closing Date, unless contingent upon the occurrence of the Closing, (v) take any action that Initial Borrowing Date would unreasonably interfere with or unreasonably disrupt the normal operations and management of the Company and its Subsidiaries, (vi) take any action that the Company reasonably believes could (Anot) violate its or its Subsidiaries’ certificate of incorporation or bye-laws (or comparable documents), (B) violate any applicable Law, (C) constitute a default or violation under, or give rise to any right of termination, cancellation, or acceleration of any right or obligation of the Company or its Subsidiaries or to a loss of any benefit to which the Company or its Subsidiaries is entitled under any provision of any Contract, or (D) result in the creation or imposition of any Lien on any asset of the Company or its Subsidiaries, (vii) waive or amend any terms of this Agreement, (viii) take any action that could reasonably be expected to cause any representation or warranty or covenant contained in this Agreement to be breached or to cause any condition to the Closing set forth in Article VII to fail to be satisfied or otherwise cause any breach of this Agreement, (ix) provide access to or disclose information that the Company determines would jeopardize any attorney-client privilege Section 4.04 of the Company or any of its Subsidiaries, (x) fund any repayment, redemption, cash collateralization, or provide any “backstop” letters of credit prior to the Closing, or (xi) result in any of the Company’s or any of its Subsidiaries’ Representatives incurring any personal liability with respect to any matters relating to this Section 6.15. Parent shall defend, indemnify, and hold harmless the Company, any of its Subsidiaries, and any of their respective Representatives from, against, and in respect of any and all claims, liabilities, losses, damages, judgments, fines, penalties, costs, and expenses (including fees of legal counsel) resulting from or incurred in connection with the cooperation hereunder or any information utilized in connection therewith. Notwithstanding this Section 6.15 or anything in this Agreement to the contrary, each of the parties hereto agrees that it is not a condition to the Closing that the Debt Financing, payoff letters, consents, amendments, or other similar actions described in this Section 6.15 and Section 6.14 be obtainedExisting Senior Subordinated Notes Indenture.

Existing Indebtedness. If requested by (i) The Parent, the Company Borrowers and their respective Restricted Subsidiaries shall use reasonable best efforts to cooperate with Parent have no Indebtedness for borrowed money outstanding as of the Closing Date other than under the Term Loan Facility, the Senior Notes, the Senior Subordinated Notes, the ABL Facility and Merger Sub in taking such actions as are necessary under the other Indebtedness permitted by Section 7.03 and (xii) the indentures listed Parent, the Borrowers and their respective Subsidiaries shall have repaid in item full all Indebtedness outstanding under the Existing Credit Facility, together with all accrued but unpaid interest, fees and other amounts owing thereunder (iiiother than (A) of Section 4.16 of the Company Disclosure Letter contingent indemnification obligations not yet due and payable and (yB) the obligations with respect to Existing Letters of Credit and (i) all commitments to lend or make other extensions of credit agreements listed in Section 4.03(cthereunder shall have been terminated, (ii) of the Company Disclosure Letter (collectively, “Existing Debt Documents”) all security interests in respect of, and Liens securing, the Indebtedness and other obligations thereunder created pursuant to the security documentation relating thereto shall have been terminated and released, and the Agent shall have received all such releases as may have been reasonably requested by the Agent, which releases shall be in form and substance reasonably satisfactory to Agent, including, without limiting the foregoing, if applicable, (a) proper termination statements (Form ▇▇▇-▇, ▇▇▇▇ ▇▇ or the appropriate equivalent) for filing under the Uniform Commercial Code or equivalent statute or regulation of each jurisdiction where a financing statement or application for registration (Form ▇▇▇-▇, ▇▇▇▇ ▇▇ or the Transactionsappropriate equivalent) was filed with respect to the Parent, including delivering the Borrowers or causing a Subsidiary to deliver any such notices, agreements, documents, or instruments necessary, proper, or advisable to comply with the terms thereof, including the delivery of any officer certificates and opinions of counsel required to be delivered thereunder their respective Subsidiaries in connection with the Transactions. If and to the extent reasonably requested by Parent in writing, the Company shall use reasonable best efforts to cooperate with Parent and Merger Sub in either (a) arranging for the termination of Existing Debt Documents (or redemption of the relevant notes or debentures) at the Closing (or such other date thereafter as agreed to by Parent and the Company), which redemption shall be the sole responsibility of Parent, and the procurement of customary payoff letters and other customary release documentation in connection therewith (including security interests created with respect to the Existing Revolving Credit Facility) or Facility and (b) obtaining terminations or reassignments of any consents required under security interest in, or Lien on, any Existing Debt Documents to permit the consummation patents, trademarks, copyrights, or similar interests of the Transactions thereunder and obtaining any amendments to or other consents under the Existing Debt Documents as may be reasonably requested by Parent, and in each case, if reasonably requested by Parent, the Company shall, and shall cause its Subsidiaries to, execute and deliver such customary notices, agreements, documents, Borrowers or instruments necessary in connection therewith. Notwithstanding anything in this Section 6.15 to the contrary, in no event shall the Company be required in connection with its obligations under this Section 6.15 to (i) incur or agree to incur any out-of-pocket expenses, unless they are promptly reimbursed by Parent, (ii) incur or agree to incur any commitment, tender, consent, amendment fee or any fee similar to any of the foregoing, unless Parent provides the funding to the Company therefor, (iii) amend or agree to amend any Existing Debt Document, which amendment is not conditioned on the Closing, (iv) incur any liability in connection therewith prior to the Closing Date, unless contingent upon the occurrence of the Closing, (v) take any action that would unreasonably interfere with or unreasonably disrupt the normal operations and management of the Company and its Subsidiaries, (vi) take any action that the Company reasonably believes could (A) violate its or its Subsidiaries’ certificate of incorporation or bye-laws (or comparable documents), (B) violate any applicable Law, (C) constitute a default or violation under, or give rise to any right of termination, cancellation, or acceleration of any right or obligation of the Company or its Subsidiaries or to a loss of any benefit to which the Company or its Subsidiaries is entitled under any provision of any Contract, or (D) result in the creation or imposition of any Lien on any asset of the Company or its Subsidiaries, (vii) waive or amend any terms of this Agreement, (viii) take any action that could reasonably be expected to cause any representation or warranty or covenant contained in this Agreement to be breached or to cause any condition to the Closing set forth in Article VII to fail to be satisfied or otherwise cause any breach of this Agreement, (ix) provide access to or disclose information that the Company determines would jeopardize any attorney-client privilege of the Company or any of its Subsidiaries, (x) fund any repayment, redemption, cash collateralization, or provide any “backstop” letters of credit prior to the Closing, or (xi) result in any of the Company’s or any of its Subsidiaries’ Representatives incurring any personal liability with respect to any matters relating to this Section 6.15. Parent shall defend, indemnify, and hold harmless the Company, any of its Subsidiaries, and any of their respective Representatives fromSubsidiaries and (iii) other than with respect to Existing Letters of Credit, against, Holdings and in respect its Subsidiaries shall have made arrangements reasonably satisfactory to the Agent and the Joint Lead Arrangers for the cancellation of any and all claims, liabilities, losses, damages, judgments, fines, penalties, costs, and expenses (including fees letters of legal counsel) resulting from or incurred in connection with the cooperation hereunder or any information utilized in connection therewith. Notwithstanding this Section 6.15 or anything in this Agreement to the contrary, each of the parties hereto agrees that it is not a condition to the Closing that the Debt Financing, payoff letters, consents, amendments, or other similar actions described in this Section 6.15 and Section 6.14 be obtainedcredit outstanding thereunder.

Existing Indebtedness. If (a) Prior to the Closing, at its option, before the commencement of the Marketing Period, Parent may direct the Company to, in accordance with the indenture (as supplemented from time to time, the "Indenture") governing the Company's 71/8% Senior Subordinated Notes due 2015 (the "2015 Notes"), commence a tender offer and consent solicitation (the "Tender Offer") for all of the outstanding 2015 Notes on the terms and conditions determined by Parent in its sole discretion, and Parent and Merger Sub shall provide such assistance as may be reasonably requested by Parentthe Company in connection therewith. In the event Parent elects before the commencement of the Marketing Period to direct the Company to conduct the Tender Offer, (i) Parent shall promptly prepare all necessary and appropriate documentation in connection with the Tender Offer, including the offer to purchase, related letters of transmittal and other related documents (collectively, the "Offer Documents"), shall provide the Company an opportunity to review and comment on the Offer Documents and shall include any proposed changes reasonably requested by the Company thereon; (ii) Parent and the Company shall cooperate, and shall use their reasonable best efforts to cause their respective advisors and representatives to cooperate, with each other in the preparation of the Offer Documents; (iii) the Company, Parent and Merger Sub shall cooperate in connection with the Tender Offer in order to cause the initial settlement of the Tender Offer to occur simultaneously with the Closing; (iv) upon the receipt of the necessary consents required to amend the Indenture, the Company shall enter into a supplemental indenture reflecting the amendments to such indenture approved by the holders of the 2015 Notes and will use its reasonable best efforts to cooperate cause the Indenture trustee to promptly enter into such supplemental indenture; provided that the amendments contained in such supplemental indenture shall not become operative until the acceptance of and payment for the 2015 Notes tendered representing a majority in principal amount of the 2015 Notes and the closing of the Tender Offer shall be conditioned on, and shall not occur prior to, the Effective Time and shall otherwise be completed in compliance with applicable Laws and SEC rules and regulations; and (v) simultaneously with and conditioned upon the Closing and in accordance with the terms of the Tender Offer (but prior to the time the Company is required to pay for any 2015 Notes accepted in the Tender Offer), Parent shall provide to the Surviving Corporation the funds necessary to consummate the Tender Offer and Merger Sub in taking such actions as are necessary under consent solicitation (xincluding 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 any dealer managers. Nothing herein shall prevent the indentures listed in item (iii) of Section 4.16 Company from preparing or filing any report required to be filed pursuant to the Exchange Act and incorporated by reference into the Offer Documents. Notwithstanding the foregoing, none of the Company Disclosure Letter and (y) the credit agreements listed in Section 4.03(c) or any of the Company Disclosure Letter (collectively, “Existing Debt Documents”) in respect of the Transactions, including delivering or causing a Subsidiary to deliver any such notices, agreements, documents, or instruments necessary, proper, or advisable to comply with the terms thereof, including the delivery of any officer certificates and opinions of counsel its Subsidiaries shall be required to be delivered thereunder pay any commitment or other similar fee or to make any other payment (other than reasonable out-of-pocket costs) or incur any other liability or provide or agree to provide any indemnity in connection with the TransactionsTender Offer, compliance with this Section 6.19 or any of the foregoing that is effective prior to the Effective Time. Parent shall indemnify and hold harmless the Company, its Subsidiaries and the Representatives of the Company from and against any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred by them in connection with the Tender Offer and in compliance with this Section 6.19 (including any action taken in accordance with this Section 6.19(a)) and any information utilized in connection therewith (other than historical information relating to the Company or its Subsidiaries). Parent shall, promptly upon request by the Company, reimburse the Company for all documented and reasonable out-of-pocket costs incurred by the Company or its Subsidiaries in connection with this Section 6.19(a), including in connection with the review of the Offer Documents. At the request of Parent, in connection with the Tender Offer and the related consent solicitation, the Company shall enter into one or more dealer manager agreements on customary terms with such Persons as shall be determined by Parent (which agreements shall be assumed by Parent in the event this Agreement is terminated). (b) If Parent does not elect before the commencement of the Marketing Period to direct the Company to conduct and complete the Tender Offer as contemplated by Section 6.19(a) or the conditions to the Tender Offer are not satisfied (or, with the prior written consent of Parent, waived at Closing), the Company shall comply with Section 3.01 of the Indenture at the Effective Time or use its reasonable best efforts to obtain the agreement of the trustee under the Indenture to waive compliance with Section 3.01 of the Indenture in connection with the Discharge. If and to the extent reasonably requested by the Parent in writing, the Company shall use reasonable best efforts to cooperate (A) simultaneously with Parent and Merger Sub in either (a) arranging the Effective Time issue a notice of optional redemption for the termination of Existing Debt Documents (or redemption all of the relevant notes or debentures) at outstanding aggregate principal amount of the Closing (or such other date thereafter as agreed 2015 Notes pursuant to by Parent and the Company), which redemption shall be provisions of the sole responsibility of ParentIndenture, and (B) simultaneously with the procurement of customary payoff letters and Effective Time, take any other customary release documentation in connection therewith (including with respect to the Existing Revolving Credit Facility) or (b) obtaining any consents required under any Existing Debt Documents to permit the consummation of the Transactions thereunder and obtaining any amendments to or other consents under the Existing Debt Documents as may be actions reasonably requested by Parentthe Parent to facilitate the satisfaction and discharge of the 2015 Notes pursuant to the satisfaction and discharge provisions of the Indenture and the other provisions of the Indenture; provided that prior to or simultaneously with the Company's being required to take any of the actions described in clauses (A) and (B) above, the Parent shall have, or shall have caused to be, deposited with the trustee under the Indenture in a timely manner sufficient funds to effect such redemption and in each case, if reasonably requested by Parentsatisfaction and discharge. The redemption and satisfaction and discharge of the 2015 Notes pursuant to the preceding sentence are referred to collectively as the "Discharge" of the 2015 Notes. Subject to the foregoing three (3) sentences, the Company shall, and shall cause its Subsidiaries to, execute and deliver such customary notices, agreements, documents, or instruments necessary in connection therewith. Notwithstanding anything in this Section 6.15 to the contrary, in no event shall the Company be required in connection with its obligations under this Section 6.15 to (i) incur or agree to incur any out-of-pocket expenses, unless they are promptly reimbursed by Parent, (ii) incur or agree to incur any commitment, tender, consent, amendment fee or any fee similar to any of the foregoing, unless Parent provides the funding to the Company therefor, (iii) amend or agree to amend any Existing Debt Document, which amendment is not conditioned on the Closing, (iv) incur any liability in connection therewith prior to the Closing Date, unless contingent upon the occurrence of the Closing, (v) take any action that would unreasonably interfere with or unreasonably disrupt the normal operations and management of the Company and its Subsidiaries, (vi) take any action that the Company reasonably believes could (A) violate its or its Subsidiaries’ certificate of incorporation or bye-laws (or comparable documents), (B) violate any applicable Law, (C) constitute a default or violation under, or give rise to any right of termination, cancellation, or acceleration of any right or obligation of the Company or its Subsidiaries or to a loss of any benefit to which the Company or its Subsidiaries is entitled under any provision of any Contract, or (D) result in the creation or imposition of any Lien on any asset of the Company or its Subsidiaries, (vii) waive or amend any terms of this Agreement, (viii) take any action that could reasonably be expected use reasonable best efforts to cause any representation or warranty or covenant contained in this Agreement to be breached or to cause any condition to the Closing set forth in Article VII to fail to be satisfied or otherwise cause any breach of this Agreement, (ix) provide access to or disclose information that the Company determines would jeopardize any attorney-client privilege of the Company or any of its Subsidiaries, (x) fund any repayment, redemption, cash collateralization, or provide any “backstop” letters of credit prior to the Closing, or (xi) result in any of the Company’s or any of its Subsidiaries’ Representatives incurring any personal liability with respect to any matters relating to this Section 6.15. Parent shall defend, indemnify, and hold harmless the Company, any of its Subsidiaries, and any of their respective Representatives fromto, against, and in respect of any and provide all claims, liabilities, losses, damages, judgments, fines, penalties, costs, and expenses (including fees of legal counsel) resulting from or incurred cooperation reasonably requested by Parent in connection with the cooperation hereunder or any information utilized in connection therewith. Notwithstanding this Section 6.15 or anything in this Agreement Discharge of the 2015 Notes identified to the contrary, each of the parties hereto agrees that it is not a condition to the Closing that the Debt Financing, payoff letters, consents, amendments, or other similar actions described Company by Parent in this Section 6.15 and Section 6.14 be obtained.writing at any time. ARTICLE VII