Common use of Consent Solicitation Clause in Contracts

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 (a “Consent Solicitation”) with respect to any or all of the outstanding Company Notes. Seller shall be responsible for the preparation of the 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 necessary consent solicitation statements, supplemental indentures and other related documents in connection with such Consent Solicitation (the “Consent Solicitation Documents”) and shall consider the comments of Buyer and its counsel in good 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 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 expiration of a Consent Solicitation, assuming the requisite consent from the holders of the applicable series of the Company Notes (including from persons holding proxies from such holders) has been received and certified by the solicitation agent, Seller shall cause one or more appropriate supplemental indentures (the “Supplemental Indentures”), in form and substance reasonably satisfactory to Seller and its counsel (with the Buyer and its counsel to have been provided a reasonable opportunity to review and comment as provided by the second sentence of this Section 6.12(a)), to become effective providing for the amendments of the Company Indentures with respect to the applicable series of Company Notes contemplated in the Consent Solicitation Documents.

Consent Solicitation. Reasonably (a) At the request and sole expense of Parent, the Company shall promptly at a time reasonably requested by Parent, commence, or cause its Subsidiaries to promptly commence, one or more consent solicitations (each, a “Consent Solicitation”), with respect to certain amendments and waivers to the indenture (the “Indenture”) governing the Company’s publicly traded 7.50% Senior Notes due 2021 (the “Notes”) on terms and conditions set forth in advance Section 5.15 of the Parent Disclosure Letter (or as may otherwise be agreed between the Company and Parent), and such other customary terms and conditions as are reasonably acceptable to the Company and Parent, and Parent shall assist the Company in connection therewith. If the Parent elects to proceed with any Consent Solicitation, the Company shall irrevocably take all corporate actions necessary for the Consent Solicitation. Promptly following the expiration date of the Consent Solicitation, assuming the requisite consents are received with respect to the Notes, the Company and its Subsidiaries, as applicable, shall execute a supplement to the Indenture, amending the terms and provisions of the Indenture as reasonably requested by Parent and as set forth in the Consent Solicitation documents sent to holders of the Notes (which amendment may include amendments and waivers to certain covenants contained in the Notes or the Indenture which can be eliminated upon the favorable vote of the holders of a majority of the 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 Indenture to enter into such supplemental indenture prior to or substantially simultaneously with the Closing, Seller and Sprint Communications . The Company 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 (a “Consent Solicitation”) with respect to any or all of the outstanding Company Notes. Seller shall be responsible for the preparation of the 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 necessary consent solicitation statements, supplemental indentures and other related documents in connection with such Consent Solicitation (the “Consent Solicitation Documents”) and shall consider the comments of Buyer and its counsel in good 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 to, provide all cooperation reasonably requested by Buyer Parent in connection with any Consent Solicitation. Parent hereby covenants and agrees to provide (or to cause to be provided) when due and payable pursuant to the terms of any Consent Solicitation immediately available funds to the Company for the prompt and full payment at or prior to the Effective Time of any consent solicitation fees payable to the holders of the Notes for all consents properly tendered and not withdrawn to the extent required pursuant to the terms of such Consent Solicitation. (b) Promptly after the date of this Agreement, Parent, at its own expense, shall prepare all necessary and appropriate documentation in connection with any Consent Solicitation, including the consent solicitation statement, related letters of transmittal and other related documents (collectively, the “Consent Solicitation Statement”) . Parent and the Company shall, and shall cause their respective Subsidiaries, agents and representatives to, reasonably cooperate with each other in the preparation of the Consent Solicitation Statement for each Consent Solicitation. Without limiting the generality of the foregoing, the Company shall, and shall cause its Subsidiaries and the respective agents and representatives (including accountants, attorneys and other advisors) of the Company and its Subsidiaries to, provide Parent with such financial and other information with respect to the Company and its Subsidiaries, undertake reasonable efforts to obtain customary accountants’ comfort letters, if applicable, legal opinions, and other documentation and items relating to the Consent Solicitation and execute such documents and take such other actions, in each case, as may be reasonably requested by Parent to carry out the Consent Solicitation as contemplated hereunder. Each Consent Solicitation Statement (including all amendments or supplements thereto) and all mailings to the holders of the Notes in connection with such Consent Solicitation shall be subject to the prior review of, and comment by, the Company and Parent and shall be reasonably acceptable in form and substance to each of them. If at any time prior to the completion of any Consent Solicitation any information in the Consent Solicitation Statement should be discovered by the Company and its Subsidiaries, on the one hand, or Parent, on the other, which should be set forth in an amendment or supplement to the Consent Solicitation Statement, so that the Consent Solicitation Statement shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of circumstances under which they are made, not misleading, the party that discovers such information shall promptly notify the other party, and an appropriate amendment or supplement describing such information shall be disseminated by or on behalf of the Company to the holders of the Notes. Notwithstanding anything to the contrary in this Section 5.15, the Company shall comply with the requirements of Rule 14e-1 under the Exchange Act, if applicable, and any other Laws applicable in connection with any Consent Solicitation. In connection with any Consent Solicitation, Parent may select one or more solicitation agents or, if applicable, dealer managers (which may include JPMCB and ▇▇▇▇▇▇▇ and their respective Affiliates and any other agents or managers to be reasonably acceptable to the Company), information agents, and other agents to provide assistance in connection therewith and the Company shall, and shall cause its Subsidiaries to, enter into customary agreements (including indemnities) with such parties so selected and on terms and conditions acceptable to Parent. (c) If none of the Consent Solicitations undertaken pursuant to Section 5.15 is successful (or if Parent elects not to proceed with any Consent Solicitation pursuant to Section 5.15), then the Company shall, in accordance with the terms of the Indenture, (i) no later than 30 days, but no earlier than 60 days, prior to the Effective Time, mail a notice to the trustee under the Indenture and each holder of the Notes offering to repurchase Notes pursuant to the change of control provisions of the Indenture and (ii) take any other actions reasonably requested by Parent to otherwise comply with the change of control provisions of the Indenture and to facilitate the satisfaction and discharge of any Notes tendered as part of the change of control offer to repurchase pursuant to the satisfaction and discharge provisions of the Indenture and the other provisions of the Indenture applicable thereto. Such change of control offer shall be made conditioned upon the closing of the Merger, and the closing of the change of control offer shall occur, if at all, on the same day as the Closing Date, or if requested by Parent on such later date, and such change in control offer otherwise shall comply with the terms of the Indenture. The redemption and satisfaction and discharge of the Notes pursuant to the preceding sentences are referred to collectively as the “Discharge” of the Notes. The Company shall, and shall cause its Subsidiaries to, and shall use reasonable best efforts to cause their respective Representatives to, provide all cooperation reasonably requested by Parent in connection with the 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 expiration of a Consent Solicitation, assuming the requisite consent from the holders Discharge of the applicable series of Notes. (d) If the Company Notes (including from persons holding proxies from such holders) has been received and certified by the solicitation agent, Seller shall cause one or more appropriate supplemental indentures (the “Supplemental Indentures”), in form and substance reasonably satisfactory to Seller and its counsel (with the Buyer and its counsel to have been provided a reasonable opportunity to review and comment as provided by the second sentence of this Section 6.12(a)), to become effective providing for the amendments of the Company Indentures Consent Solicitation with respect to amendments and waivers to the applicable series of Company Notes contemplated Indenture necessary to consummate the Alternative Merger is successful, and the requisite consents to amend the Indenture are obtained on the terms and conditions set forth in the Consent Solicitation DocumentsStatement, Parent may elect in its sole discretion to carry out an alternative acquisition structure, pursuant to which (i) a wholly-owned subsidiary of Parent will be merged with and into the Company, with the Company as the surviving corporation of such merger, and (ii) immediately following such merger, the surviving corporation will be merged with and into Parent (clauses (i) and (ii) collectively, the “Alternative Merger”); provided, however, Parent shall not have the right to implement the Alternative Merger if the same would alter the Merger Consideration. In the event Parent elects to carry out the Alternative Merger, the Company and Parent shall negotiate in good faith to amend this Agreement to reflect such Alternative Merger structure subject to the proviso in the immediately preceding sentence. (e) Parent shall promptly, upon request by the Company (which may require a reasonable advance of the amount of such costs, fees and expenses), reimburse the Company for all documented out-of-pocket costs, fees and expenses reasonably incurred by or on behalf of the Company in connection with any Consent Solicitation and the Specified Amendment. Parent shall indemnify, defend, and hold harmless the Company, its Subsidiaries and their respective Representatives (other than any direct indemnification of any solicitation agent or dealer manager, which shall be indemnified under the applicable solicitation agent or dealer manager agreement; provided, however, that Parent shall indemnify the Company and its Subsidiaries from and against any and all liabilities incurred by them in connection with any solicitation agent or dealer manager agreement) for any liabilities incurred by any of them in connection with any action taken by them pursuant to this Agreement with respect to any Consent Solicitation and the Specified Amendment; provided, however, that Parent shall not have any obligation to indemnify, defend, and hold harmless any such party or person to the extent it is finally determined by a court of competent jurisdiction that such damages suffered or incurred are attributable to information provided by the Company that contained a material misstatement or omission. (f) The Company shall be deemed to have satisfied each of its obligations set forth in clauses (a) through (c) of this Section 5.15 if the Company shall have used its reasonable best efforts to comply with such obligations, regardless of the actual outcome of any Consent Solicitation.

Consent Solicitation. Reasonably in advance of (a) Promptly following the Closingdate hereof, Seller and Sprint Communications the Company shall, and the Company shall cause the Company and each of its Subsidiaries to, use reasonable best efforts seek consents to commence a consent solicitation to amend, eliminate an amendment or waive certain restrictive waiver of one or more covenants of in the Company Indentures and/or Company OpCo Notes that would be triggered by and the transactions contemplated by this Agreement OpCo Notes Indenture (a the “Consent Solicitation”) with respect relating to any or all 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 outstanding Company Notesand its Subsidiaries, and the Sellers shall assist the Company and its Subsidiaries in connection therewith. Seller shall be responsible for Notwithstanding the preparation foregoing, the closing of the 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 conditioned on the necessary consent solicitation statements, supplemental indentures and other related documents in connection with such Consent Solicitation (occurrence of the “Consent Solicitation Documents”) and shall consider the comments of Buyer and its counsel in good faith. Seller and Sprint Communications shallClosing, and the Parties shall cause the Company and each of its Subsidiaries to, provide and use their reasonable best efforts to cause their respective Representatives the Consent Solicitation to provide close on or prior to the Closing Date. The Company and its Subsidiaries, the Purchaser and the Sellers shall jointly prepare all cooperation reasonably requested by Buyer necessary and appropriate documentation in connection with the Consent Solicitation, including appointing a the consent solicitation agent statements and other related documents (with any compensation for such agent to be reasonably determined by and paid by Sellercollectively, the “Consent Solicitation Documents”). Promptly following The Sellers and the expiration 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 representatives to, provide all cooperation reasonably requested by the Company in connection with the preparation of a the Consent Solicitation Documents and the consummation of the Consent Solicitation. Notwithstanding anything to the contrary in this Section 6.08, assuming the requisite consent from Company, its Subsidiaries, the holders Purchaser and the Sellers shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other applicable law to the extent such laws are applicable in connection with the Consent Solicitation. To the extent that the provisions of any applicable Law conflict with this Section 6.08, the Company, the Sellers and Purchaser shall comply with the applicable series of law and shall not be deemed to have breached their respective obligations hereunder by such compliance. (b) Except as expressly contemplated by the Consent Solicitation Documents, the Company Notes (including from persons holding proxies from such holders) has been received shall not, and certified by the solicitation agent, Seller shall cause one each of its Subsidiaries not to, without the Sellers’ and the Purchaser’s prior written consent, amend, waive, extend or more appropriate supplemental indentures (the “Supplemental Indentures”), agree to pay any amount in form and substance reasonably satisfactory to Seller and its counsel (connection with the Buyer and its counsel to have been provided a reasonable opportunity to review and comment as provided by the second sentence of this Section 6.12(a)), to become effective providing for the amendments of the Company Indentures Consent Solicitation with respect to the applicable series of OpCo Notes or the OpCo Notes Indenture. All reasonable out-of-pocket fees and expenses incurred by the Company Notes contemplated in connection with the activities set forth in this Section 6.08 shall be paid by the Company when and to the extent such fees and expenses become due and payable. The Company shall indemnify and hold harmless each Seller and the Purchaser and their respective officers, directors and other representatives for and against any and all losses or damages suffered or incurred by them in connection with the Consent Solicitation and any information contained in the Consent Solicitation DocumentsDocuments in connection therewith, except (A) with respect to information supplied by such Seller, the Purchaser, and/or any of their Affiliates or representatives in writing specifically for inclusion or incorporation by reference therein and (B) to the extent such losses and damages arise from the intentional misconduct of such Seller, the Purchaser, or any of their directors, employees or other representatives.

Consent Solicitation. Reasonably (a) The Controlling Partnership and the Seller shall as promptly as practicable prepare a written consent and such other documents, substantially in advance the form of the Closingdraft 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, Seller the “Consent Solicitation Documents”) that may be necessary or desirable (as agreed reasonably and Sprint Communications shallin good faith by the Controlling Partnership and the Seller, and shall cause taking into account requirements under applicable law) to obtain 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 (holders of at least a “Consent Solicitation”) with respect to any or all majority of the outstanding Company Notes. Seller shall be responsible Common Units for the preparation of 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 legal opinions required 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. (b) On July 24, 2009, or as promptly as possible thereafter, the Seller shall mail, or otherwise disseminate in a manner that complies with any applicable law, rule, regulation and the Seller Limited Partnership Agreement, the Consent Solicitation Documents to the holders of the Seller Common Units. The Seller shall use its reasonable best efforts to obtain the Requisite Unitholder Consent as promptly as practicable following the mailing or other dissemination of the Consent Solicitation Documents. In the event that the consent solicitation period contemplated by the Consent Solicitation Documents has expired, or would otherwise expire, and the condition set forth in Section 7.1(a) was not, or would not be, satisfied upon such expiration, the expiry time of the consent solicitation shall be extended from time to time upon the request of either the Controlling Partnership or the Seller; provided by that in no event will the expiry time be extended beyond the Outside Date or in violation of the Seller Limited Partnership Agreement without in either case the prior consent of both the Controlling Partnership and the Seller’s counsel. (c) The Controlling Partnership shall furnish to the Seller all information concerning the Controlling Partnership and each of the Consolidated Persons and KKR Funds and such other matters as may be reasonably necessary or advisable in connection with the Consent Solicitation Documents. The Seller shall consult provide the Controlling Partnership with Buyer and its counsel and afford Buyer and its counsel a reasonable opportunity to review and comment upon (and the necessary consent solicitation statements, supplemental indentures and other related documents Seller shall consider in connection with such good faith the inclusion of any comments provided by the Controlling Partnership) on the Consent Solicitation (Documents and any amendments or supplements thereto prior to the “mailing or other dissemination thereof to the holders of the Seller Common Units. The Controlling Partnership represents that the preliminary unaudited pro forma segment information to be included in the Consent Solicitation Documents”) Documents will be based on historical segment information of the KKR Group and shall consider historical financial information of the comments of Buyer Acquired Partnership and its counsel subsidiaries and will give effect in good faithall material respects to the aspects of the transactions contemplated hereby (including the Restructuring Transactions) described therein as if such transaction aspects had occurred on January 1, 2008 with respect to the preliminary unaudited pro forma statement of operations segment information and as of March 31, 2009 with respect to the preliminary unaudited pro forma statement of financial condition segment information by applying the adjustments described in the accompanying notes. Such adjustments are based on information that is available and determinable as of the date of this Agreement and are based on assumptions that management of the Controlling Partnership believes are reasonable as of the date of this Agreement in order to reflect, on a pro forma basis, the impact of the transaction aspects described therein on the historical segment financial information of the KKR Group. (d) The Controlling Partnership and, with respect only to the Specified Information (as defined below), the Seller, agree that none of the information included or incorporated by reference in the Consent Solicitation Documents will, at the time the Consent Solicitation Documents are mailed or otherwise disseminated to the holders of the Seller and Sprint Communications shallCommon Units, contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. If at any time prior to the date on which the Requisite Unitholder Consent is received any information should be discovered by either the Controlling Partnership or the Seller that should be set forth in an amendment or supplement to the Consent Solicitation Documents so that the Consent Solicitation Documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statement therein, in the light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other party, and to the extent required by law, rules or regulations, an appropriate amendment or supplement describing such information shall cause be promptly mailed or otherwise disseminated to the Company holders of the Seller Common Units. For purposes of this Agreement, “Specified Information” shall mean any information concerning the Independent Directors and each of its Subsidiaries to, provide and use their reasonable best efforts to cause their respective Representatives to provide all cooperation reasonably requested the process conducted by Buyer them in connection with the Consent Solicitation, including appointing a solicitation agent (with any compensation for such agent to be reasonably determined transactions contemplated hereby furnished in writing by and paid by Seller). Promptly following the expiration of a Consent Solicitation, assuming the requisite consent from the holders or on behalf of the applicable series of the Company Notes (including from persons holding proxies from such holders) has been received and certified by the solicitation agent, Seller shall cause one or more appropriate supplemental indentures (the “Supplemental Indentures”), in form and substance reasonably satisfactory to Seller and its counsel (with the Buyer and its counsel to have been provided a reasonable opportunity to review and comment as provided by the second sentence of this Section 6.12(a)), to become effective providing Independent Directors specifically for the amendments of the Company Indentures with respect to the applicable series of Company Notes contemplated use in the Consent Solicitation Documents, it being understood that such information shall be identified as such by the Seller prior to the mailing or other dissemination of the Consent Solicitation Documents.

Consent Solicitation. Reasonably in advance (a) If, and at such time as, K Holdings reasonably requests, but not later than promptly following the mailing of the ClosingProxy Statement, Seller Nortek or, at K Holdings' election, Nortek Holdings or K Holdings, shall commence a solicitation (the "Consent Solicitation") from holders of the Nortek Notes (i) to agree not to tender into a change of control offer (a "Change of Control Offer"), as described in the Nortek Notes Indentures, in connection with the Transactions (each affirmative agreement, a "Change of Control Consent "), (ii) to amend the Senior Nortek Notes Indentures (as defined below) to permit the issuance of additional notes under the Senior Nortek Notes Indentures and Sprint Communications shall(iii) to permit the Nortek Notes purchased in the Change of Control Offer to be reoffered and reissued under the Nortek Notes Indentures (clauses (ii) and (iii) together, the "Open Indenture Amendments"). The Consent Solicitation (including the applicable amendments) shall be conducted in accordance with the terms of the Nortek Notes Indentures and all applicable rules and regulations of the SEC and other applicable laws and regulations and shall be on terms (including the terms of the proposed amendments) reasonably determined by K Holdings in consultation with Nortek (including the appointment of a solicitation agent selected by K Holdings). (b) Each of Nortek and Nortek Holdings hereby agrees that K Holdings has sole discretion over the terms, conditions and structure of the Consent Solicitation, except that (i) the Company shall have the right to approve, which approval shall not be unreasonably withheld, any terms thereof that would be reasonably expected to impair the Company's relations with the holders of Nortek Notes and (ii) the Change of Control Consent and the Open Indenture Amendments shall not become operative nor shall any amounts be payable to the holders of Nortek Notes in respect of a consent fee or otherwise (unless K Holdings provides an undertaking to reimburse the Company for any amounts so expended) in the event that this Agreement is terminated pursuant to Article VII hereof or the Closing does not occur pursuant hereto. Each of Nortek and Nortek Holdings agrees to cooperate, and shall to cause the Company its officers, employees, counsel and each of accountants to cooperate, and to use 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 (a “Consent Solicitation”) with respect to any or all of the outstanding Company Notes. Seller shall be responsible for the preparation of the 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 necessary consent solicitation statements, supplemental indentures and other related documents in connection with such Consent Solicitation (the “Consent Solicitation Documents”) and shall consider the comments of Buyer and its counsel in good 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 consummate the Consent Solicitation, including appointing a solicitation agent (with any compensation for such agent to be reasonably determined by including, preparing and paid by Seller). Promptly following the expiration of a Consent Solicitation, assuming the requisite consent from the holders of the applicable series of the Company Notes (including from persons holding proxies from such holders) has been received and certified by the solicitation agent, Seller shall cause one or more appropriate supplemental indentures (the “Supplemental Indentures”), executing all documents required in connection therewith in form and substance reasonably satisfactory to Seller K Holdings, and its counsel taking any other reasonable actions K Holdings (in consultation with Nortek) reasonably determines may be necessary in connection therewith; provided, however, that, prior to the Buyer Effective Time, neither Nortek nor Nortek Holdings shall be required to (i) make any cash expenditures or (ii) in Nortek's sole judgment be subjected to any unreasonable risk of liability, in each case, as a result of the Consent Solicitation and its counsel to have been provided a reasonable opportunity to review and comment as provided by the second sentence provisions of this Section. Each of K Holdings, Nortek and Nortek Holdings agrees to comply in all material respects with all laws and regulations applicable to the Consent Solicitation. In no event shall more than the amounts set forth on Section 6.12(a)), to become effective providing for the amendments 5.14 of the Company Indentures with respect to the applicable series of Company Notes contemplated Disclosure Schedule be paid in the Consent Solicitation Documentsin respect of the Nortek Notes, unless K Holdings otherwise determines and provides the funds therefor. (c) If at any time prior to the Effective Time any information relating to Nortek, Nortek Holdings, or any of its affiliates, officers or directors, should be discovered by K Holdings, Nortek or Nortek Holdings which should be set forth in an amendment or supplement to the documents mailed to holders in respect of the Consent Solicitation so that such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and, to the extent required by law, rules or regulations, an appropriate amendment or supplement describing such information shall promptly be prepared and, if required, filed with the SEC and/or disseminated to the holders of Nortek Notes. (d) K Holdings and the Company shall use their reasonable best efforts to maintain the current rating of the Nortek Notes, provided that the foregoing shall not require K Holdings to increase its equity commitment specified in Section 4.7

Consent Solicitation. Reasonably (a) Promptly after the execution and delivery of this Agreement, the General Partners shall prepare a solicitation to be delivered to the Existing Partners (i) seeking the Partner Consent and setting forth the General Partners’ recommendation to the Existing Partners that they grant the Partner Consent; (ii) offering to the Existing Partners a choice between (A) remaining as limited partners in advance the Partnership after the Closing and receiving Units as provided in Sections 1.3 and 1.8 hereof, (B) receiving cash upon redemption of their interest in the Partnership as provided in Section 1.7 hereof, or (C) receiving cash in redemption of a portion of their interest in the Partnership as provided in Section 1.7 hereof and receiving Units as provided in Sections 1.3 and 1.8 hereof with respect to the balance of their interest in the Partnership; and (iii) setting forth such information as the General Partners and Essex, in consultation, deem reasonably required and material to allow the Existing Partners to make an informed decision, including those items as set forth below. The General Partners shall consult with Essex with regard to the structure, terms and form of the Closingdisclosure document or documents to be used in the solicitation, Seller the consent, election or subscription documents to be executed and Sprint Communications shallreturned by Existing Partners, the questionnaire or other certification to establish Accredited Investor status and shall cause related instruments or agreements (collectively, 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 (a “Consent Solicitation”) and, if requested by Essex, revise such documents so as to be reasonably satisfactory to Essex so long as any such requested changes or revisions are not inconsistent with the terms of this Agreement and are reasonably acceptable the General Partners. Essex and the General Partners hereby agree that the Consent Solicitation shall include that certain appraisal of the Property attached hereto as Exhibit M which has been prepared by an appraiser retained by the General Partners and at the Partnership’s expense. (b) Except as provided in subsection (c) below, the General Partners shall be solely responsible for the compliance of the Consent Solicitation with applicable law and in particular shall ensure that the Consent Solicitation complies with the requirements of Regulation D promulgated under the Securities Act with respect to any or all offers and sales of the outstanding Company Notes. Seller securities in reliance on Rule 506. (c) Essex shall be responsible for providing in writing to the preparation of General Partners such accurate disclosure with regard to Essex as may be reasonably required for inclusion in the Consent Solicitation Documents (Solicitation, shall cooperate with the General Partners and any legal opinions required by assist 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 necessary consent solicitation statements, supplemental indentures and other related documents in connection with such Consent Solicitation (the “Consent Solicitation Documents”) and shall consider the comments of Buyer and its counsel in good 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 General Partners as reasonably requested by Buyer in connection with the Consent Solicitation, including appointing a solicitation agent (with any compensation and shall indemnify the General Partners and the Partnership from and against all Losses which are incurred or suffered by them based upon, arising out of, or by reason of information supplied by Essex specifically for such agent to be reasonably determined inclusion or incorporation by and paid by Seller). Promptly following the expiration of a Consent Solicitation, assuming the requisite consent from the holders of the applicable series of the Company Notes (including from persons holding proxies from such holders) has been received and certified by the solicitation agent, Seller shall cause one or more appropriate supplemental indentures (the “Supplemental Indentures”), in form and substance reasonably satisfactory to Seller and its counsel (with the Buyer and its counsel to have been provided a reasonable opportunity to review and comment as provided by the second sentence of this Section 6.12(a)), to become effective providing for the amendments of the Company Indentures with respect to the applicable series of Company Notes contemplated reference in the Consent Solicitation Documentsor contained in any document prepared or filed by Essex containing any untrue statement of a material fact or omitting any information necessary to make the statements contained therein not materially misleading. (d) The General Partner shall exercise their reasonable best efforts to obtain the Partner Consent from the Existing Partners, which may include multiple attempts to communicate with Existing Partners as part of the Consent Solicitation process. (e) Unless otherwise required by law, the Consent Solicitation shall be structured so that following a period of time of not more than thirty (30) days following the sending of the Consent Solicitation to the Existing Partners, if the Partner Consent is obtained in accordance with the Partnership Agreement such that the transactions contemplated hereby are allowed to proceed pursuant to the Partnership Agreement, then the General Partners and Essex shall determine, consistent with the terms of this Agreement and the election of the Existing Partners, whether each Existing Partner is to receive at the Closing cash as provided in Section 1.7 hereof or Units as provided in Section 1.3 hereof.

Consent Solicitation. Reasonably in advance (a) In the event that, following the date of the Closingthis Agreement, Seller and Sprint Communications shall, and shall cause the Company and each Parent or any of its Subsidiaries toshall, use reasonable best efforts to commence a in its sole discretion, (x) solicit (at its expense) the 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 (a “Consent Solicitation”) of the holders of the Company’s 8 3/8% Senior Subordinated Notes due 2014 (the “Senior Subordinated Notes”) in order to effect one or more amendments determined by Parent, in its sole discretion (the “Indenture Amendments”), to the Indenture dated as of June 15, 2004, among the Company, each of the Guarantors (as defined therein) and Wachovia Bank, National Association, as trustee, as amended to date (the “Indenture”), to be effective immediately prior to, at or after the Effective Time, as determined by Parent in its sole discretion, and/or (y) offer (at its expense) to purchase (the “Offer to Purchase”) the Senior Subordinated Notes, Parent and the Company shall cooperate with each other with respect to any or all of the outstanding Company Notes. Seller shall be responsible for the preparation of the Consent Solicitation Documents or the Offer to Purchase (and any legal opinions required by the Consent Solicitation shall be provided by Seller’s counselas applicable) and shall consult with Buyer the preparation, form and its counsel content of the solicitation and afford Buyer and its counsel offer materials (as applicable) to be distributed to the holders of the Senior Subordinated Notes. (b) Promptly upon receipt of the consent of the holders of a reasonable opportunity to review and comment upon majority in aggregate principal amount of the necessary consent solicitation statementsthen outstanding Senior Subordinated Notes, supplemental indentures and other related documents in connection with such Consent Solicitation (the “Consent Solicitation Documents”) and shall consider the comments of Buyer and its counsel in good faith. Seller and Sprint Communications Company shall, and shall use its commercially reasonable efforts to cause the trustee under the Indenture to, execute a supplemental indenture incorporating the Indenture Amendments; provided, however, that such supplemental indenture shall only become effective immediately prior to, at or after the Effective Time. (c) Notwithstanding anything to the contrary contained in this Section 5.16, prior to the Effective Time, neither the Company and each nor any of its Subsidiaries to, provide and use their reasonable best efforts will be required to cause their respective Representatives pay any fees or out-of-pocket expenses or otherwise give any consideration to provide all cooperation reasonably requested by Buyer a third party in connection with the Consent Solicitation, including appointing a solicitation agent (with any compensation for such agent Solicitation or the Offer to be reasonably determined by and paid by Seller). Promptly following the expiration of a Consent Solicitation, assuming the requisite consent from the holders of the applicable series of the Company Notes (including from persons holding proxies from such holders) has been received and certified by the solicitation agent, Seller shall cause one or more appropriate supplemental indentures (the “Supplemental Indentures”), in form and substance reasonably satisfactory to Seller and its counsel (with the Buyer and its counsel to have been provided a reasonable opportunity to review and comment as provided by the second sentence of this Section 6.12(a)), to become effective providing for the amendments of the Company Indentures with respect to the applicable series of Company Notes contemplated in the Consent Solicitation DocumentsPurchase.

Consent Solicitation. Reasonably (a) At the request and sole expense of Parent, the Company shall promptly at a time reasonably requested by Parent, commence, or cause its Subsidiaries to promptly commence, one or more consent solicitations (each, a “Consent Solicitation”), with respect to certain amendments and waivers to the indenture (the “Indenture”) governing the Company’s publicly traded 7.50% Senior Notes due 2021 (the “Notes”) on terms and conditions set forth in advance Section 5.15 of the Parent Disclosure Letter (or as may otherwise be agreed between the Company and Parent), and such other customary terms and conditions as are reasonably acceptable to the Company and Parent, and Parent shall assist the Company in connection therewith. If the Parent elects to proceed with any Consent Solicitation, the Company shall irrevocably take all corporate actions necessary for the Consent Solicitation. Promptly following the expiration date of the Consent Solicitation, assuming the requisite consents are received with respect to the Notes, the Company and its Subsidiaries, as applicable, shall execute a supplement to the Indenture, amending the terms and provisions of the Indenture as reasonably requested by Parent and as set forth in the Consent Solicitation documents sent to holders of the Notes (which amendment may include amendments and waivers to certain covenants contained in the Notes or the Indenture which can be eliminated upon the favorable vote of the holders of a majority of the 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 Indenture to enter into such supplemental indenture prior to or substantially simultaneously with the Closing, Seller and Sprint Communications . The Company 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 (a “Consent Solicitation”) with respect to any or all of the outstanding Company Notes. Seller shall be responsible for the preparation of the 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 necessary consent solicitation statements, supplemental indentures and other related documents in connection with such Consent Solicitation (the “Consent Solicitation Documents”) and shall consider the comments of Buyer and its counsel in good 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 to, provide all cooperation reasonably requested by Buyer Parent in connection with any Consent Solicitation. Parent hereby covenants and agrees to provide (or to cause to be provided) when due and payable pursuant to the terms of any Consent Solicitation immediately available funds to the Company for the prompt and full payment at or prior to the Effective Time of any consent solicitation fees payable to the holders of the Notes for all consents properly tendered and not withdrawn to the extent required pursuant to the terms of such Consent Solicitation. (b) Promptly after the date of this Agreement, Parent, at its own expense, shall prepare all necessary and appropriate documentation in connection with any Consent Solicitation, including the consent solicitation statement, related letters of transmittal and other related documents (collectively, the “Consent Solicitation Statement”). Parent and the Company shall, and shall cause their respective Subsidiaries, agents and representatives to, reasonably cooperate with each other in the preparation of the Consent Solicitation Statement for each Consent Solicitation. Without limiting the generality of the foregoing, the Company shall, and shall cause its Subsidiaries and the respective agents and representatives (including accountants, attorneys and other advisors) of the Company and its Subsidiaries to, provide Parent with such financial and other information with respect to the Company and its Subsidiaries, undertake reasonable efforts to obtain customary accountants’ comfort letters, if applicable, legal opinions, and other documentation and items relating to the Consent Solicitation and execute such documents and take such other actions, in each case, as may be reasonably requested by Parent to carry out the Consent Solicitation as contemplated hereunder. Each Consent Solicitation Statement (including all amendments or supplements thereto) and all mailings to the holders of the Notes in connection with such Consent Solicitation shall be subject to the prior review of, and comment by, the Company and Parent and shall be reasonably acceptable in form and substance to each of them. If at any time prior to the completion of any Consent Solicitation any information in the Consent Solicitation Statement should be discovered by the Company and its Subsidiaries, on the one hand, or Parent, on the other, which should be set forth in an amendment or supplement to the Consent Solicitation Statement, so that the Consent Solicitation Statement shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of circumstances under which they are made, not misleading, the party that discovers such information shall promptly notify the other party, and an appropriate amendment or supplement describing such information shall be disseminated by or on behalf of the Company to the holders of the Notes. Notwithstanding anything to the contrary in this Section 5.15, the Company shall comply with the requirements of Rule 14e-1 under the Exchange Act, if applicable, and any other Laws applicable in connection with any Consent Solicitation. In connection with any Consent Solicitation, Parent may select one or more solicitation agents or, if applicable, dealer managers (which may include JPMCB and ▇▇▇▇▇▇▇ and their respective Affiliates and any other agents or managers to be reasonably acceptable to the Company), information agents, and other agents to provide assistance in connection therewith and the Company shall, and shall cause its Subsidiaries to, enter into customary agreements (including indemnities) with such parties so selected and on terms and conditions acceptable to Parent. (c) If none of the Consent Solicitations undertaken pursuant to Section 5.15 is successful (or if Parent elects not to proceed with any Consent Solicitation pursuant to Section 5.15), then the Company shall, in accordance with the terms of the Indenture, (i) no later than 30 days, but no earlier than 60 days, prior to the Effective Time, mail a notice to the trustee under the Indenture and each holder of the Notes offering to repurchase Notes pursuant to the change of control provisions of the Indenture and (ii) take any other actions reasonably requested by Parent to otherwise comply with the change of control provisions of the Indenture and to facilitate the satisfaction and discharge of any Notes tendered as part of the change of control offer to repurchase pursuant to the satisfaction and discharge provisions of the Indenture and the other provisions of the Indenture applicable thereto. Such change of control offer shall be made conditioned upon the closing of the Merger, and the closing of the change of control offer shall occur, if at all, on the same day as the Closing Date, or if requested by Parent on such later date, and such change in control offer otherwise shall comply with the terms of the Indenture. The redemption and satisfaction and discharge of the Notes pursuant to the preceding sentences are referred to collectively as the “Discharge” of the Notes. The Company shall, and shall cause its Subsidiaries to, and shall use reasonable best efforts to cause their respective Representatives to, provide all cooperation reasonably requested by Parent in connection with the 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 expiration of a Consent Solicitation, assuming the requisite consent from the holders Discharge of the applicable series of Notes. (d) If the Company Notes (including from persons holding proxies from such holders) has been received and certified by the solicitation agent, Seller shall cause one or more appropriate supplemental indentures (the “Supplemental Indentures”), in form and substance reasonably satisfactory to Seller and its counsel (with the Buyer and its counsel to have been provided a reasonable opportunity to review and comment as provided by the second sentence of this Section 6.12(a)), to become effective providing for the amendments of the Company Indentures Consent Solicitation with respect to amendments and waivers to the applicable series of Company Notes contemplated Indenture necessary to consummate the Alternative Merger is successful, and the requisite consents to amend the Indenture are obtained on the terms and conditions set forth in the Consent Solicitation DocumentsStatement, Parent may elect in its sole discretion to carry out an alternative acquisition structure, pursuant to which (i) a wholly-owned subsidiary of Parent will be merged with and into the Company, with the Company as the surviving corporation of such merger, and (ii) immediately following such merger, the surviving corporation will be merged with and into Parent (clauses (i) and (ii) collectively, the “Alternative Merger”); provided, however, Parent shall not have the right to implement the Alternative Merger if the same would alter the Merger Consideration. In the event Parent elects to carry out the Alternative Merger, the Company and Parent shall negotiate in good faith to amend this Agreement to reflect such Alternative Merger structure subject to the proviso in the immediately preceding sentence. (e) Parent shall promptly, upon request by the Company (which may require a reasonable advance of the amount of such costs, fees and expenses), reimburse the Company for all documented out-of-pocket costs, fees and expenses reasonably incurred by or on behalf of the Company in connection with any Consent Solicitation and the Specified Amendment. Parent shall indemnify, defend, and hold harmless the Company, its Subsidiaries and their respective Representatives (other than any direct indemnification of any solicitation agent or dealer manager, which shall be indemnified under the applicable solicitation agent or dealer manager agreement; provided, however, that Parent shall indemnify the Company and its Subsidiaries from and against any and all liabilities incurred by them in connection with any solicitation agent or dealer manager agreement) for any liabilities incurred by any of them in connection with any action taken by them pursuant to this Agreement with respect to any Consent Solicitation and the Specified Amendment; provided, however, that Parent shall not have any obligation to indemnify, defend, and hold harmless any such party or person to the extent it is finally determined by a court of competent jurisdiction that such damages suffered or incurred are attributable to information provided by the Company that contained a material misstatement or omission. (f) The Company shall be deemed to have satisfied each of its obligations set forth in clauses (a) through (c) of this Section 5.15 if the Company shall have used its reasonable best efforts to comply with such obligations, regardless of the actual outcome of any Consent Solicitation.

Consent Solicitation. Reasonably in advance Grey shall commence, as promptly as practicable on or after the date of this Agreement, a solicitation of consents 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 Holders of the Company Indentures and/or Company Notes that would be triggered by Debentures to approve the transactions contemplated by this Agreement (a “Consent Solicitation”) with respect to any or all adoption of the outstanding Company NotesSecond Supplemental Indenture (the "CONSENT SOLICITATION"). Seller The Consent Solicitation shall be responsible for remain open until 5:00 p.m., New York City time on March 4, 2005 (the preparation "EXPIRATION TIME"); provided, that, at the discretion of WPP and Grey, the Consent Solicitation Documents may be extended beyond the then applicable Expiration Time, if as of such Expiration Time, the conditions set forth in Section 3 shall not then be satisfied (or capable of being satisfied) or waived; and any legal opinions required by in 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 necessary consent solicitation statements, supplemental indentures and other related documents in connection with case of such Consent Solicitation (the “Consent Solicitation Documents”) and shall consider the comments extension of Buyer and its counsel in good 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 Consent Solicitation, including appointing a solicitation agent (with any compensation for such agent to the "EXPIRATION TIME" shall thereafter be reasonably determined by and paid by Seller). Promptly following the expiration of a Consent Solicitation, assuming the requisite consent from the holders of the applicable series of the Company Notes (including from persons holding proxies from such holders) has been received and certified by the solicitation agent, Seller shall cause one or more appropriate supplemental indentures (the “Supplemental Indentures”), in form and substance reasonably satisfactory to Seller and its counsel (with the Buyer and its counsel to have been provided a reasonable opportunity to review and comment as provided by the second sentence of this Section 6.12(a)), to become effective providing for the amendments of the Company Indentures with respect to the applicable series of Company Notes contemplated in time at which the Consent Solicitation Documentswill expire after giving effect to such extension. The Consent Solicitation shall provide that, subject to, and promptly after the later of, the execution and delivery of the Second Supplemental Indenture by the parties thereto, the consummation of the Merger and the occurrence of the Expiration Time, Abbey, as successor by merger to Grey, will pay to each Holder of Debentures the Consent Fee for each $1,000.00 principal amount of Debentures in respect of which such Holder properly grants prior to the Expiration Time a consent to the adoption of the Second Supplemental Indenture (which consent is not revoked or withdrawn). As soon as practicable after, but subject to, the satisfaction or waiver of the conditions set forth in Section 3, WPP and Grey shall execute and deliver to the Trustee the Second Supplemental Indenture. The "CONSENT FEE" shall be equal to $23.33; provided, however, that if consents to the adoption of the Second Supplemental Indenture are properly granted prior to Expiration Time (and not revoked or withdrawn) in respect of fewer than 75% of the then outstanding principal amount of the Debentures, but WPP determines, in its sole discretion, that the condition set forth in Section 3(a) shall be satisfied by receipt of properly granted consents (that are not revoked or withdrawn) in respect of a lower percentage (determined by WPP, in its sole discretion) of the outstanding principal amount of the Debentures, the "CONSENT FEE" shall be equal to $20.00.

Consent Solicitation. Reasonably in advance Grey shall commence, as promptly as practicable on or after the date of this Agreement, a solicitation of consents 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 Holders of the Company Indentures and/or Company Notes that would be triggered by Debentures to approve the transactions contemplated by this Agreement adoption of the Second Supplemental Indenture (a “the "Consent Solicitation”) with respect to any or all "). The Consent Solicitation shall remain open until 5:00 p.m., New York City time on March 4, 2005 (the "Expiration Time"); provided, that, at the discretion of the outstanding Company Notes. Seller shall be responsible for the preparation of WPP and Grey, the Consent Solicitation Documents may be extended beyond the then applicable Expiration Time, if as of such Expiration Time, the conditions set forth in Section 3 shall not then be satisfied (or capable of being satisfied) or waived; and any legal opinions required by in 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 necessary consent solicitation statements, supplemental indentures and other related documents in connection with case of such Consent Solicitation (the “Consent Solicitation Documents”) and shall consider the comments extension of Buyer and its counsel in good 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 Consent Solicitation, including appointing a solicitation agent (with any compensation for such agent to the "Expiration Time" shall thereafter be reasonably determined by and paid by Seller). Promptly following the expiration of a Consent Solicitation, assuming the requisite consent from the holders of the applicable series of the Company Notes (including from persons holding proxies from such holders) has been received and certified by the solicitation agent, Seller shall cause one or more appropriate supplemental indentures (the “Supplemental Indentures”), in form and substance reasonably satisfactory to Seller and its counsel (with the Buyer and its counsel to have been provided a reasonable opportunity to review and comment as provided by the second sentence of this Section 6.12(a)), to become effective providing for the amendments of the Company Indentures with respect to the applicable series of Company Notes contemplated in time at which the Consent Solicitation Documentswill expire after giving effect to such extension. The Consent Solicitation shall provide that, subject to, and promptly after the later of, the execution and delivery of the Second Supplemental Indenture by the parties thereto, the consummation of the Merger and the occurrence of the Expiration Time, Abbey, as successor by merger to Grey, will pay to each Holder of Debentures the Consent Fee for each $1,000.00 principal amount of Debentures in respect of which such Holder properly grants prior to the Expiration Time a consent to the adoption of the Second Supplemental Indenture (which consent is not revoked or withdrawn). As soon as practicable after, but subject to, the satisfaction or waiver of the conditions set forth in Section 3, WPP and Grey shall execute and deliver to the Trustee the Second Supplemental Indenture. The "Consent Fee" shall be equal to $23.33; provided, however, that if consents to the adoption of the Second Supplemental Indenture are properly granted prior to Expiration Time (and not revoked or withdrawn) in respect of fewer than 75% of the then outstanding principal amount of the Debentures, but WPP determines, in its sole discretion, that the condition set forth in Section 3(a) shall be satisfied by receipt of properly granted consents (that are not revoked or withdrawn) in respect of a lower percentage (determined by WPP, in its sole discretion) of the outstanding principal amount of the Debentures, the "Consent Fee" shall be equal to $20.00.

Consent Solicitation. Reasonably in advance Between the date of this Agreement and the ClosingMerger Effective Time, Seller and Sprint Communications shallSun, and ListCo or any of their respective Subsidiaries may (or, at Sun’s request, Willow shall or shall cause the Company Willow Subsidiary that is the issuer of the applicable Indebtedness to) commence and conduct one or more consent solicitations (each of its Subsidiaries toa “Consent Solicitation” and collectively, use reasonable best efforts the “Consent Solicitations”) to commence a consent solicitation solicit consents to amend, eliminate or waive certain restrictive covenants sections of the Company any Willow Existing Indentures and/or Company Notes on such terms and conditions, including pricing terms, determined by Sun; provided that would be triggered by the transactions contemplated by this Agreement (a “Consent Solicitation”i) with respect to any or all of the outstanding Company Notes. Seller Sun shall be responsible for the preparation of the 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 necessary consent solicitation statements, supplemental indentures and other related documents in connection with such each Consent Solicitation (the “Consent Solicitation Documents”), (ii) Sun shall consult with ▇▇▇▇▇▇ and afford Willow a reasonable opportunity to review and comment on the Consent Solicitation Documents and will give reasonable and good faith consideration to the comments, if any, raised by ▇▇▇▇▇▇ and (iii) Sun shall consider be (or shall cause one or more of its Subsidiaries or ListCo or its Subsidiaries to be) responsible for the comments payment of Buyer all fees and expenses in connection with such Consent Solicitation. For the avoidance of doubt, Sun, ListCo and their respective Subsidiaries shall be permitted to identify and engage (or cause Willow or its counsel applicable Subsidiary to engage) any solicitation agents and other agents and advisors in good faithconnection with any Consent Solicitation. Seller The Consent Solicitations shall be conducted in compliance with any applicable provisions of the Willow Existing Indentures, as applicable, and Sprint Communications the applicable global security governing the applicable series of notes and with applicable Law, including applicable SEC rules and regulations. Willow shall, and shall cause the Company Willow Subsidiaries and each of shall use its Subsidiaries to, provide and use their reasonable best efforts to cause their respective Representatives to to, in each case, at Sun’s sole expense, provide all cooperation reasonably requested by Buyer Sun in connection with the any Consent Solicitation, including appointing a including, without limitation, by (to the extent requested by Sun) executing and delivering the Consent Solicitation Documents, entering into any solicitation agent (with any compensation for agency and similar agreements related to such agent to be reasonably determined by Consent Solicitation and paid by Seller)participating in the preparation of the Consent Solicitation Documents. Promptly following the expiration of a Consent SolicitationSolicitation and subject to the receipt of any requisite consents, assuming the requisite consent from the holders of the applicable series of the Company Notes (including from persons holding proxies from such holdersi) has been received and certified by the solicitation agent, Seller Willow shall cause execute one or more appropriate supplemental indentures (to the “Supplemental Indentures”)applicable Willow Existing Indentures governing each series of notes subject to the applicable Consent Solicitation, in form and substance reasonably satisfactory to Seller and its counsel (accordance with the Buyer terms of such Willow Existing Indenture and its counsel to have been provided a reasonable opportunity to review and comment as provided by the second sentence of this Section 6.12(a)), to become effective providing for the amendments of the Company Indentures with respect to the applicable series of Company Notes 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 requested by ▇▇▇, 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.