Common use of Consent Solicitation Clause in Contracts

Consent Solicitation. (a) The Controlling Partnership and the Seller shall as promptly as practicable prepare a written consent and such other documents, substantially in the form of the draft provided by the Controlling Partnership to the Seller concurrently with the execution of this Agreement with such changes as deemed reasonably necessary by the Controlling Partnership and Seller acting in good faith (collectively, the “Consent Solicitation Documents”) that may be necessary or desirable (as agreed reasonably and in good faith by the Controlling Partnership and the Seller, taking into account requirements under applicable law) to obtain the consent of the holders of at least a majority of the Seller Common Units for which a properly submitted consent form is submitted in response to the Consent Solicitation Documents (excluding in both the numerator and the denominator any Seller Common Units whose consent rights are controlled by the Controlling Partnership or its affiliates) to consummate the Purchase and Sale (the “Requisite Unitholder Consent”), all pursuant to the procedures to be agreed reasonably and in good faith by the Controlling Partnership and the Seller, taking into account requirements under applicable law. To the extent that the consent of holders of at least a majority of the Seller Common Units outstanding (excluding from the numerator and the denominator any Seller Common Units whose consent rights are controlled by the Controlling Partnership or its affiliates and any Seller Common Units whose consent rights are controlled as of the applicable record date by a person who has informed the Seller in writing that it will not submit a consent form in response to the Consent Solicitation Documents) have been obtained, all consents shall cease to be revocable and the Requisite Unitholder Consent shall be deemed to have been obtained on such date. Subject to Section 5.1(e), the Board has recommended that the holders of Seller Common Units consent to the matters included in the Requisite Unitholder Consent (the “Seller Recommendation”), and the Seller shall include the Seller Recommendation in the Consent Solicitation Documents.

Consent Solicitation. (a) The Controlling Partnership Promptly following the date hereof, the Company shall, and the Seller Company shall as promptly as practicable prepare a written consent and such other documentscause its Subsidiaries to, substantially seek consents to an amendment or waiver of one or more covenants in the form OpCo Notes and the OpCo Notes Indenture (the “Consent Solicitation”) relating to the applicable “change of control” provisions and related provisions, on such terms and conditions, including pricing terms, that are specified, from time to time, by the Company and its Subsidiaries, and the Sellers shall assist the Company and its Subsidiaries in connection therewith. Notwithstanding the foregoing, the closing of the draft provided by Consent Solicitation shall be conditioned on the Controlling Partnership occurrence of the Closing, and the Parties shall use their reasonable best efforts to cause the Consent Solicitation to close on or prior to the Seller concurrently Closing Date. The Company and its Subsidiaries, the Purchaser and the Sellers shall jointly prepare all necessary and appropriate documentation in connection with the execution of this Agreement with such changes as deemed reasonably necessary by Consent Solicitation, including the Controlling Partnership consent solicitation statements and Seller acting in good faith other related documents (collectively, the “Consent Solicitation Documents”) that may be necessary ). The Sellers and the Purchaser shall provide, and shall cause its Subsidiaries to, and shall use its reasonable best efforts to cause their respective directors, officers, employees, investment bankers, attorneys, accountants and other advisors or desirable (as agreed representatives to, provide all cooperation reasonably and in good faith requested by the Controlling Partnership and Company in connection with the Seller, taking into account requirements under applicable law) to obtain the consent preparation of the holders of at least a majority of the Seller Common Units for which a properly submitted consent form is submitted in response to the Consent Solicitation Documents (excluding in both the numerator and the denominator any Seller Common Units whose consent rights are controlled by consummation of the Controlling Partnership or its affiliates) to consummate the Purchase and Sale (the “Requisite Unitholder Consent”), all pursuant Consent Solicitation. Notwithstanding anything to the procedures to be agreed reasonably and contrary in good faith by this Section 6.08, the Controlling Partnership Company, its Subsidiaries, the Purchaser and the Seller, taking into account Sellers shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other applicable lawlaw to the extent such laws are applicable in connection with the Consent Solicitation. To the extent that the consent provisions of holders of at least a majority of any applicable Law conflict with this Section 6.08, the Seller Common Units outstanding (excluding from Company, the numerator Sellers and the denominator any Seller Common Units whose consent rights are controlled by the Controlling Partnership or its affiliates and any Seller Common Units whose consent rights are controlled as of Purchaser shall comply with the applicable record date by a person who has informed the Seller in writing that it will law and shall not submit a consent form in response to the Consent Solicitation Documents) have been obtained, all consents shall cease to be revocable and the Requisite Unitholder Consent shall be deemed to have been obtained on breached their respective obligations hereunder by such date. Subject to Section 5.1(e), the Board has recommended that the holders of Seller Common Units consent to the matters included in the Requisite Unitholder Consent (the “Seller Recommendation”), and the Seller shall include the Seller Recommendation in the Consent Solicitation Documentscompliance.

Consent Solicitation. Reasonably in advance of the Closing, Seller and Sprint Communications shall, and shall cause the Company and each of its Subsidiaries to, use reasonable best efforts to commence a consent solicitation to amend, eliminate or waive certain restrictive covenants of the Company Indentures and/or Company Notes that would be triggered by the transactions contemplated by this Agreement (aa “Consent Solicitation”) The Controlling Partnership and with respect to any or all of the outstanding Company Notes. Seller shall as promptly as practicable prepare a written consent and such other documents, substantially in be responsible for the form preparation of the draft Consent Solicitation Documents (and any legal opinions required by the Consent Solicitation shall be provided by Seller’s counsel) and shall consult with Buyer and its counsel and afford Buyer and its counsel a reasonable opportunity to review and comment upon the Controlling Partnership to the Seller concurrently with the execution of this Agreement necessary consent solicitation statements, supplemental indentures and other related documents in connection with such changes as deemed reasonably necessary by the Controlling Partnership and Seller acting in good faith Consent Solicitation (collectively, the “Consent Solicitation Documents”) that may be necessary or desirable (as agreed reasonably and shall consider the comments of Buyer and its counsel in good faith faith. Seller and Sprint Communications shall, and shall cause the Company and each of its Subsidiaries to, provide and use their reasonable best efforts to cause their respective Representatives to provide all cooperation reasonably requested by Buyer in connection with the Controlling Partnership Consent Solicitation, including appointing a solicitation agent (with any compensation for such agent to be reasonably determined by and paid by Seller). Promptly following the Sellerexpiration of a Consent Solicitation, taking into account requirements under applicable law) to obtain assuming the requisite consent of from the holders of at least a majority the applicable series of the Seller Common Units for which a properly submitted consent form is submitted in response to the Consent Solicitation Documents Company Notes (excluding in both the numerator including from persons holding proxies from such holders) has been received and the denominator any Seller Common Units whose consent rights are controlled certified by the Controlling Partnership solicitation agent, Seller shall cause one or its affiliates) to consummate the Purchase and Sale more appropriate supplemental indentures (the “Requisite Unitholder ConsentSupplemental Indentures”), all pursuant in form and substance reasonably satisfactory to Seller and its counsel (with the procedures to be agreed reasonably Buyer and in good faith by the Controlling Partnership and the Seller, taking into account requirements under applicable law. To the extent that the consent of holders of at least a majority of the Seller Common Units outstanding (excluding from the numerator and the denominator any Seller Common Units whose consent rights are controlled by the Controlling Partnership or its affiliates and any Seller Common Units whose consent rights are controlled as of the applicable record date by a person who has informed the Seller in writing that it will not submit a consent form in response to the Consent Solicitation Documents) have been obtained, all consents shall cease to be revocable and the Requisite Unitholder Consent shall be deemed counsel to have been obtained on such date. Subject provided a reasonable opportunity to review and comment as provided by the second sentence of this Section 5.1(e6.12(a)), to become effective providing for the Board has recommended that amendments of the holders of Seller Common Units consent Company Indentures with respect to the matters included in the Requisite Unitholder Consent (the “Seller Recommendation”), and the Seller shall include the Seller Recommendation applicable series of Company Notes contemplated in the Consent Solicitation Documents.

Consent Solicitation. (a) The Controlling Partnership and the Seller shall as promptly as practicable prepare a written consent and such other documents, substantially in the form of the draft provided by the Controlling Partnership to the Seller concurrently with the Promptly after execution of this Agreement Agreement, WHLP shall prepare and file with such changes the Securities and Exchange Commission (the “SEC”) under the Securities Exchange Act of 1934, as deemed reasonably necessary amended, and the rules and regulations promulgated thereunder (the “Exchange Act”), a Schedule 14A relating to the solicitation by the Controlling Partnership and Seller acting in good faith (collectively, the “Consent Solicitation Documents”) that may be necessary or desirable (as agreed reasonably and in good faith by the Controlling Partnership and the Seller, taking into account requirements under applicable law) to obtain General Partner of the consent of the holders Limited Partners required under the WHLP Partnership Agreement in connection with obtaining the Limited Partners Approval (the “Consent Solicitation”). WHLP shall provide Purchaser with a draft of the definitive consent solicitation statement on Schedule 14A at least a majority two (2) Business Days prior to the filing of the Seller Common Units definitive consent solicitation statement with the SEC. WHLP will cause all filings made with the SEC in connection with the Consent Solicitation to comply as to form in all material respects with the applicable provisions of the Exchange Act. WHLP shall promptly notify Purchaser of the receipt of comments from the SEC and of any request of the SEC for which a properly submitted any amendment or supplement to the consent form is submitted in response solicitation statement on Schedule 14A or for additional information and will supply Purchaser with copies of all material correspondence between WHLP or any of its representatives and the SEC with respect to the Consent Solicitation Documents (excluding in both Solicitation. Following the numerator and the denominator any Seller Common Units whose consent rights are controlled by the Controlling Partnership or its affiliates) to consummate the Purchase and Sale (the “Requisite Unitholder Consent”), satisfaction of all pursuant to the procedures to be agreed reasonably and in good faith by the Controlling Partnership and the Seller, taking into account SEC requirements under applicable law. To the extent that the consent of holders of at least a majority of the Seller Common Units outstanding (excluding from the numerator and the denominator any Seller Common Units whose consent rights are controlled by the Controlling Partnership or its affiliates and any Seller Common Units whose consent rights are controlled as of the applicable record date by a person who has informed the Seller in writing that it will not submit a consent form in response with respect to the Consent Solicitation, the General Partner shall cause the definitive Consent Solicitation Documents) have been obtained, all consents shall cease to be revocable mailed to the Limited Partners promptly and shall otherwise use commercially reasonable efforts to obtain the Seller Approval at no material cost to Seller. The General Partner shall recommend to the Limited Partners approval of this Agreement and the Requisite Unitholder Consent shall be deemed to have been obtained on transactions contemplated by this Agreement and include such date. Subject to Section 5.1(e), the Board has recommended that the holders of Seller Common Units consent to the matters included in the Requisite Unitholder Consent (the “Seller Recommendation”), and the Seller shall include the Seller Recommendation recommendation in the Consent Solicitation Documents(the “GP Recommendation”); provided, however, that the GP Recommendation may be withdrawn, modified or amended, upon compliance with the provisions of Section 8.11(c), if the General Partner determines in good faith that such action is required for the General Partner to comply with its duties to the Limited Partners imposed by the WHLP Partnership Agreement or Applicable Law.

Consent Solicitation. (a) The Controlling Partnership and the Seller shall as promptly As soon as practicable prepare a written consent and such other documentsafter the Registration Statement is declared effective, substantially in order to consummate the form of the draft provided by the Controlling Partnership to the Seller concurrently with the execution of this Agreement with such changes as deemed reasonably necessary by the Controlling Partnership and Seller acting in good faith (collectivelyMerger, the “Consent Solicitation Documents”Company shall commence a solicitation of consents (the "Consents") that may be necessary or desirable (as agreed reasonably and in good faith by the Controlling Partnership and the Seller, taking into account requirements under applicable law) to obtain the consent of from the holders of at least all outstanding shares of the capital stock of the Company (the "Consent Solicitation") to approve the Merger and the consummation of the transactions contemplated hereby. The Consent Solicitation shall be included in the Proxy Statement/Prospectus/Consent Solicitation (as hereinafter defined). The effectiveness of such approval will be conditioned upon obtaining valid affirmative consents from holders of not less than a majority of the Seller outstanding shares of the Company Common Units for which a properly submitted consent form Stock and the Company Preferred Stock. Subject to the fiduciary duties of the Company's board of directors under applicable law, the Company shall include in the Consent Solicitation, the recommendation of its board of directors that the shareholders vote in favor of the Merger and the related transactions. Except as may be required by the Company's Board of Directors acting in compliance with their fiduciary duties, the Company shall use its commercially reasonable efforts in the making of the Consent Solicitation and in causing the approval of the Merger and the related transactions to become effective as soon as practicable after the Registration Statement is submitted declared effective. The Company shall deliver to Parent, promptly after receipt, but in response no case, more than two (2) business days after receipt, notice of receipt of all consents received pursuant to the Consent Solicitation Documents and filing of such consents with the Secretary of the Company. The Company shall promptly file with the Secretary of the Company after receipt, but in no case, more than one (excluding in both the numerator and the denominator any Seller Common Units whose consent rights are controlled by the Controlling Partnership or its affiliates1) to consummate the Purchase and Sale (the “Requisite Unitholder Consent”)business day after receipt, all consents received pursuant to the procedures to be agreed reasonably and in good faith by the Controlling Partnership and the Seller, taking into account requirements under applicable lawConsent Solicitation. To the extent The Company shall ensure that the consent of holders of at least a majority of the Seller Common Units outstanding (excluding from the numerator and the denominator any Seller Common Units whose consent rights are controlled by the Controlling Partnership or its affiliates and any Seller Common Units whose consent rights are controlled as of the applicable record date by a person who has informed the Seller in writing that it will not submit a consent form in response to the Consent Solicitation Documents) have been obtained, shall comply as to form in all consents shall cease to be revocable and material respects with the Requisite Unitholder Consent shall be deemed to have been obtained on such date. Subject to Section 5.1(e)provisions of the Securities Act, the Board has recommended that Exchange Act, the holders of Seller Common Units consent to the matters included in the Requisite Unitholder Consent (the “Seller Recommendation”), CGCL and the Seller shall include the Seller Recommendation in the Consent Solicitation Documents.any other applicable laws. Section 2.3

Consent Solicitation. (a) The Controlling Partnership and Promptly after the Seller shall as promptly as practicable prepare a written consent and such other documents, substantially in the form of the draft provided by the Controlling Partnership to the Seller concurrently with the execution date of this Agreement with such changes as deemed reasonably Agreement, Parent shall prepare, or cause to be prepared, all necessary by and appropriate documentation, including the Controlling Partnership consent solicitation statement, related letters or transmittal and Seller acting in good faith other related documents (collectively, the “Consent Solicitation DocumentsStatement”), for the Company to commence a consent solicitation (the “Consent Solicitation”) that with respect to the amendments and waivers to the Senior Notes Indenture set forth in Section 8.10(a)(i) of the Parent Disclosure Letter (the “Waiver”) the terms and conditions of which will include those set forth in Section 8.10(a)(ii) of the Parent Disclosure Letter (or as may 90 otherwise be agreed between the Company and Parent) and such other customary terms and conditions as are reasonably acceptable to the Company and Parent. Parent and the Company shall, and shall cause their respective Subsidiaries and Representatives to, use reasonable best efforts to cooperate with Parent and its Representatives or the Company and its Representatives, as the case may be, in connection with the preparation of the Consent Solicitation Statement (including all amendments or supplements thereto), to execute such documents and take such other actions, in each case, as may be necessary reasonably requested by Parent or desirable the Company to carry out the Consent Solicitation as contemplated hereunder and to use reasonable best efforts to assist the solicitation agent in obtaining a list of beneficial holders of the Senior Notes (or The Depository Trust Company participants holding Senior Notes on behalf of such beneficial holders) and to produce customary legal opinions, certificates and other documents as agreed may be reasonably and in good faith requested by the Controlling Partnership solicitation agent in connection with the Consent Solicitation. The Consent Solicitation Statement (including all amendments or supplements thereto) and the Seller, taking into account requirements under applicable law) all mailings to obtain the consent of the holders of at least a majority of the Seller Common Units for which a properly submitted consent form is submitted Senior Notes in response to connection with the Consent Solicitation Documents (excluding in both the numerator and the denominator any Seller Common Units whose consent rights are controlled by the Controlling Partnership or its affiliates) to consummate the Purchase and Sale (the “Requisite Unitholder Consent”), all pursuant Statement shall be subject to the procedures to be agreed reasonably prior review of, and in good faith by the Controlling Partnership and the Seller, taking into account requirements under applicable law. To the extent that the consent of holders of at least a majority of the Seller Common Units outstanding (excluding from the numerator and the denominator any Seller Common Units whose consent rights are controlled by the Controlling Partnership or its affiliates and any Seller Common Units whose consent rights are controlled as of the applicable record date by a person who has informed the Seller in writing that it will not submit a consent form in response to the Consent Solicitation Documents) have been obtained, all consents shall cease to be revocable and the Requisite Unitholder Consent shall be deemed to have been obtained on such date. Subject to Section 5.1(e)approval by, the Board has recommended that the holders of Seller Common Units consent Company, such approval to the matters included in the Requisite Unitholder Consent (the “Seller Recommendation”), and the Seller shall include the Seller Recommendation in the Consent Solicitation Documentsnot unreasonably be withheld or delayed.

Consent Solicitation. (a) The Controlling Partnership and Between the Seller shall as promptly as practicable prepare a written consent and such other documents, substantially in the form of the draft provided by the Controlling Partnership to the Seller concurrently with the execution date of this Agreement with such changes as deemed reasonably necessary by and the Controlling Partnership Merger Effective Time, Sun, ListCo or any of their respective Subsidiaries may (or, at Sun’s request, Willow shall or shall cause the Willow Subsidiary that is the issuer of the applicable Indebtedness to) commence and Seller acting in good faith conduct one or more consent solicitations (each a “Consent Solicitation” and collectively, the “Consent Solicitations”) to solicit consents to amend, eliminate or waive certain sections of any Willow Existing Indentures on such terms and conditions, including pricing terms, determined by Sun; provided that (i) Sun shall be responsible for preparation of the necessary documents in connection with each Consent Solicitation (the “Consent Solicitation Documents”), (ii) that may be necessary or desirable (as agreed reasonably Sun shall consult with Xxxxxx and in good faith by the Controlling Partnership afford Willow a reasonable opportunity to review and the Seller, taking into account requirements under applicable law) to obtain the consent of the holders of at least a majority of the Seller Common Units for which a properly submitted consent form is submitted in response to comment on the Consent Solicitation Documents and will give reasonable and good faith consideration to the comments, if any, raised by Xxxxxx and (excluding iii) Sun shall be (or shall cause one or more of its Subsidiaries or ListCo or its Subsidiaries to be) responsible for the payment of all fees and expenses in both connection with such Consent Solicitation. For the numerator avoidance of doubt, Sun, ListCo and their respective Subsidiaries shall be permitted to identify and engage (or cause Willow or its applicable Subsidiary to engage) any solicitation agents and other agents and advisors in connection with any Consent Solicitation. The Consent Solicitations shall be conducted in compliance with any applicable provisions of the Willow Existing Indentures, as applicable, and the denominator applicable global security governing the applicable series of notes and with applicable Law, including applicable SEC rules and regulations. Willow shall, and shall cause Willow Subsidiaries and shall use its reasonable best efforts to cause their respective Representatives to, in each case, at Sun’s sole expense, provide all cooperation reasonably requested by Sun in connection with any Seller Common Units whose consent rights are controlled Consent Solicitation, including, without limitation, by the Controlling Partnership or its affiliates) to consummate the Purchase and Sale (the “Requisite Unitholder Consent”), all pursuant to the procedures to be agreed reasonably extent requested by Sun) executing and in good faith by the Controlling Partnership and the Seller, taking into account requirements under applicable law. To the extent that the consent of holders of at least a majority of the Seller Common Units outstanding (excluding from the numerator and the denominator any Seller Common Units whose consent rights are controlled by the Controlling Partnership or its affiliates and any Seller Common Units whose consent rights are controlled as of the applicable record date by a person who has informed the Seller in writing that it will not submit a consent form in response to delivering the Consent Solicitation Documents) have been obtained, all consents shall cease entering into any solicitation agency and similar agreements related to be revocable such Consent Solicitation and participating in the Requisite Unitholder preparation of the Consent shall be deemed to have been obtained on such dateSolicitation Documents. Subject to Section 5.1(e), Promptly following the Board has recommended that the holders expiration of Seller Common Units consent a Consent Solicitation and subject to the matters included receipt of any requisite consents, (i) Willow shall execute one or more supplemental indentures to the applicable Willow Existing Indentures governing each series of notes subject to the applicable Consent Solicitation, in accordance with the Requisite Unitholder Consent (terms of such Willow Existing Indenture and providing for the “Seller Recommendation”), and the Seller shall include the Seller Recommendation amendments contemplated in the Consent Solicitation DocumentsDocuments and (ii) shall use reasonable best efforts to cause the trustee under such Willow Existing Indentures to enter into such supplemental indentures; provided, however, that notwithstanding the fact that such supplemental indentures may become effective earlier, the proposed amendments set forth therein shall not become operative until the Merger Effective Time. If 108 requested by Xxx, Willow shall use its reasonable best efforts to cause its counsel to provide all customary legal opinions customary or required in connection with the transactions contemplated by this section to the extent such legal opinion is customary or required to be delivered prior to the Completion Date and shall deliver all such officer’s certificates customary or required in connection with such transactions.

Consent Solicitation. (a) The Controlling Partnership and the Seller shall as promptly As soon as practicable prepare a written consent and such other documentsafter the Registration Statement is declared effective, substantially in order to consummate the form of the draft provided by the Controlling Partnership to the Seller concurrently with the execution of this Agreement with such changes as deemed reasonably necessary by the Controlling Partnership and Seller acting in good faith (collectivelyMillennium Merger, the “Consent Solicitation Documents”Company shall commence a solicitation of consents (the "Consents") that may be necessary or desirable (as agreed reasonably and in good faith by the Controlling Partnership and the Seller, taking into account requirements under applicable law) to obtain the consent of from the holders of at least all outstanding shares of the capital stock of the Company (the "Consent Solicitation") to approve the Millennium Merger and the transactions contemplated thereunder. The Consent Solicitation shall be included in the Proxy State- ment/Prospectus/Consent Solicitation (as hereinafter defined). The effectiveness of such approval will be conditioned upon obtaining valid affirmative consents from holders of not less than a majority of the Seller outstanding shares of Company Common Units Stock and the outstanding shares of Company Preferred Stock. Subject to the fiduciary duties of the Company's board of directors under applicable law, and to Section 7.1(c)(iii) hereof, the Company shall include in the Consent Solicitation, the recommendation of its board of directors that the shareholders vote in favor of the Millennium Merger and the related transactions. Except as may be required by the Company's Board of Directors acting in compliance with their fiduciary duties, the Company shall use its best efforts in the making of the Consent Solicitation and in causing the approval of the Millennium Merger and the related transactions to become effective as soon as practi- cable after the Registration Statement is declared effective, including but not limited to, fixing a record date for which a properly submitted the purpose of determining the holders of capital stock entitled to consent form is submitted to the approval of the Millennium Merger and the related transactions and distributing the consents to the holders of capital stock of the Company. The Company shall deliver to Parent, promptly after receipt, but in response no case, more than 2 business days after receipt, notice of receipt of all consents received pursuant to the Consent Solicitation Documents and filing of such consents with the Secretary of the Company. The Company shall promptly file with the Secretary of the Company after receipt, but in no case, more than one (excluding in both the numerator and the denominator any Seller Common Units whose consent rights are controlled by the Controlling Partnership or its affiliates1) to consummate the Purchase and Sale (the “Requisite Unitholder Consent”)business day after receipt, all consents received pursuant to the procedures to be agreed reasonably and in good faith by the Controlling Partnership and the Seller, taking into account requirements under applicable lawConsent Solicitation. To the extent The Company shall ensure that the consent of holders of at least a majority of the Seller Common Units outstanding (excluding from the numerator and the denominator any Seller Common Units whose consent rights are controlled by the Controlling Partnership or its affiliates and any Seller Common Units whose consent rights are controlled as of the applicable record date by a person who has informed the Seller in writing that it will not submit a consent form in response to the Consent Solicitation Documents) have been obtained, is conducted in accordance with all consents shall cease to be revocable and the Requisite Unitholder Consent shall be deemed to have been obtained on such dateapplicable laws. Subject to Section 5.1(e), the Board has recommended that the holders of Seller Common Units consent to the matters included in the Requisite Unitholder Consent (the “Seller Recommendation”), and the Seller shall include the Seller Recommendation in the Consent Solicitation Documents.1.10

Consent Solicitation. (a) The Controlling Partnership MTR shall promptly at a time reasonably requested by the Company, commence, or cause its Subsidiaries to promptly commence, one or more consent solicitations (each, a “MTR Consent Solicitation”), with respect to certain amendments and waivers to the Seller shall indenture (the “MTR Senior Indenture”) dated as promptly of August 1, 2011 among MTR, those designated Subsidiaries identified therein and Wilmington Trust, National Association, as practicable prepare a written consent Trustee and Collateral Agent governing MTR’s 11.5% Senior Secured Second Lien Notes due August 1, 2019 (the “MTR Notes”) on terms and conditions as may be agreed upon between the Company and MTR, and such other documentscustomary terms and conditions as are reasonably acceptable to the Company and MTR, substantially and the Company shall assist MTR in connection therewith. If the Company requests that MTR proceed with any MTR Consent Solicitation, MTR shall irrevocably take all corporate actions necessary for the MTR Consent Solicitation. Promptly following the expiration date of the MTR Consent Solicitation, assuming the requisite consents are received with respect to the MTR Notes, MTR and its Subsidiaries, as applicable, shall execute a supplement to the MTR Senior Indenture, amending the terms and provisions of the MTR Senior Indenture as reasonably requested by the Company and as set forth in the form MTR Consent Solicitation documents sent to holders of the draft provided by MTR Notes (which amendment may include amendments and waivers to certain covenants contained in the Controlling Partnership to MTR Notes or the Seller concurrently with MTR Senior Indenture which can be eliminated upon the execution of this Agreement with such changes as deemed reasonably necessary by the Controlling Partnership and Seller acting in good faith (collectively, the “Consent Solicitation Documents”) that may be necessary or desirable (as agreed reasonably and in good faith by the Controlling Partnership and the Seller, taking into account requirements under applicable law) to obtain the consent favorable vote of the holders of at least a majority of the Seller Common Units for which a properly submitted consent form is submitted in response to the Consent Solicitation Documents (excluding in both the numerator and the denominator any Seller Common Units whose consent rights are controlled by the Controlling Partnership or its affiliates) to consummate the Purchase and Sale (the “Requisite Unitholder Consent”principal amount thereof), which supplemental indenture shall become operative immediately upon the Effective Time, and shall use all reasonable efforts to cause the trustee under the MTR Senior Indenture to enter into such supplemental indenture prior to or substantially simultaneously with the Closing. The Company shall, and shall cause its Subsidiaries to, and shall use reasonable best efforts to cause their respective Representatives to, provide all cooperation reasonably requested by MTR in connection with any MTR Consent Solicitation. MTR hereby covenants and agrees to provide (or to cause to be provided) when due and payable pursuant to the procedures to be agreed reasonably terms of any MTR Consent Solicitation immediately available funds for the prompt and in good faith by the Controlling Partnership and the Seller, taking into account requirements under applicable law. To the extent that the consent of holders of full payment at least a majority of the Seller Common Units outstanding (excluding from the numerator and the denominator any Seller Common Units whose consent rights are controlled by the Controlling Partnership or its affiliates and any Seller Common Units whose consent rights are controlled as of the applicable record date by a person who has informed the Seller in writing that it will not submit a consent form in response prior to the Consent Solicitation Documents) have been obtained, all consents shall cease Effective Time of any consent solicitation fees payable to be revocable and the Requisite Unitholder Consent shall be deemed to have been obtained on such date. Subject to Section 5.1(e), the Board has recommended that the holders of Seller Common Units consent the MTR Notes for all consents properly tendered and not withdrawn to the matters included in extent required pursuant to the Requisite Unitholder terms of such MTR Consent (the “Seller Recommendation”), and the Seller shall include the Seller Recommendation in the Consent Solicitation DocumentsSolicitation.