Common use of Senior Notes Clause in Contracts

Senior Notes. Upon written request of Parent, the Partnership shall, and shall cause all applicable Group Members to, and shall use commercially reasonable efforts to cause its and their Representatives to, as applicable, (i) deliver to the trustee under the Senior Notes Indenture at or prior to the Effective Time, a notice of optional redemption for up to all of the outstanding aggregate principal amount of the Senior Notes, pursuant to the redemption provisions of the Senior Notes Indenture and the Senior Notes, which notice shall be subject to the occurrence of the Effective Time, and (ii) provide assistance reasonably requested by the Parent to facilitate the redemption of the Senior Notes Indenture identified by the Parent and the satisfaction and discharge of the Senior Notes identified by the Parent at the Effective Time pursuant to the redemption and satisfaction and discharge provisions, respectively, and other applicable provisions of the Senior Notes Indenture (each, a “Discharge”) and, in each case, take any other actions reasonably requested by Parent that are customary or necessary in connection therewith, including the execution and delivery by the Partnership, all applicable Group Members or their Representatives (as applicable) of customary officers’ certificates and legal opinions, respectively, to the trustee under the Senior Notes Indenture, to the extent such certificates and opinions are required thereby or reasonably requested by the Trustee. Notwithstanding anything herein to the contrary, in no event shall this Section 6.16(b) require the Partnership or any of the Group Members to cause any redemption or Discharge to be effective unless and until the Effective Time has occurred and Parent has provided or caused to be provided to the Trustee under the Senior Notes Indenture funds (or Parent has directed the Partnership or any of the Partnership’s Subsidiaries to use funds on their balance sheet) sufficient to effect any such redemption or Discharge in compliance with the provisions of the Senior Notes Indenture.

Senior Notes. Upon written request of Parent, the Partnership shall, and shall cause all applicable Group Members to, and shall use commercially reasonable efforts to cause its and their Representatives to, as applicable, (i) deliver Parent will be permitted to commence and conduct, in accordance with the terms of that certain indenture, dated as of May 18, 2017 (the “Indenture”) by and among the Company, the subsidiary guarantors party thereto and Wilmington Trust, National Association, as trustee under (the Senior Notes Indenture at “Trustee”), one or prior more offers to purchase, including any “Change of Control Offer” (as such term is defined in the Effective TimeIndenture) or any tender offer, or any exchange offer, and to conduct a consent solicitation, if any (each, a notice of optional redemption for up “Debt Offer” and collectively, the “Debt Offers”), with respect to any or all of the outstanding aggregate principal amount of the 6.625% Senior Notes, Notes due 2022 issued by the Company prior to the date hereof pursuant to the redemption provisions Indenture (the “Senior Notes”) identified by Parent to the Company in writing prior to, on, or after the date hereof on terms that are acceptable to Parent; provided, that any such Debt Offer shall be consummated using funds provided by Parent. Parent shall not be permitted to commence any applicable Debt Offer until Parent shall have provided the Company with the necessary offer to purchase, offer to exchange, consent solicitation statement, letter of transmittal and press release, if any, in connection therewith and each other document relevant to such transaction that will be distributed by Parent to holders of the Senior Notes in the applicable Debt Offer (collectively, the “Debt Offer Documents”) a period of time in advance of commencing the applicable Debt Offer to allow the Company and its counsel a reasonable opportunity to review and comment on the related Debt Offer Documents. Parent will reasonably consult with the Company regarding the material terms and conditions of any Debt Offer (other than financial terms), including the timing and commencement of any Debt Offer and any relevant tender or consent deadlines. The closing (or, if applicable, effectiveness) of the Debt Offers shall be expressly conditioned on the occurrence of the Closing, and the Company will use reasonable best efforts to cooperate with Parent, at Parent’s request, to facilitate the initial settlement of the Debt Offers by Parent on the Closing Date; provided, that the consummation of a Debt Offer with respect to the Senior Notes shall not be a condition to Closing. The Debt Offers shall be conducted in compliance with (and the terms of any Debt Offer shall comply with) the Indenture and SEC Regulatory Requirements, and the Company shall not be required to cooperate with respect to any Debt Offer that is not in compliance with the Senior Notes, which notice shall be subject the Indenture and SEC Regulatory Requirements. Subject to Section 5.13(b), at Parent’s expense, the occurrence of the Effective TimeCompany shall, and (ii) provide assistance reasonably requested by shall cause the Parent to facilitate the redemption of the Senior Notes Indenture identified by the Parent Company Subsidiaries and the satisfaction and discharge of the Senior Notes identified by the Parent at the Effective Time pursuant to the redemption and satisfaction and discharge provisions, respectively, and other applicable provisions of the Senior Notes Indenture (each, a “Discharge”) andtheir respective representatives to, in each case, take any other actions use their reasonable best efforts to provide all cooperation reasonably requested by Parent that are customary or necessary in connection therewithwith the Debt Offer; provided that prior to the Closing, including neither the Company nor any of the Company Subsidiaries, nor counsel for the Company shall be required to furnish any officer’s certificates, legal opinions or negative assurance letters in connection with the Debt Offers (other than, in connection with the execution of a supplemental indenture relating to any consent solicitation of the type described in clause (ii) below, the Company delivering customary officer’s certificates, and delivery by using reasonable best efforts to cause counsel for the Partnership, all applicable Group Members or their Representatives (as applicable) of Company to deliver customary officers’ certificates and legal opinions, respectively, to the trustee under the Senior Notes Indenture, to the extent such certificates and opinions are required thereby or reasonably requested by would not (in the opinion of the Company, its counsel and the Trustee) conflict with applicable Laws, the terms of the Senior Notes or the Indenture and would be accurate in light of the facts and circumstances at the time delivered) or execute any other instruments or agreements in connection therewith other than the supplemental indenture described in clause (ii) below. To the extent that the provisions of SEC Regulatory Requirements conflict with this Section 5.14(b)(i), Parent and the Company shall comply with SEC Regulatory Requirements and shall not be deemed to have breached their obligations under this Agreement by such compliance. Notwithstanding anything herein to the contraryforegoing and for the avoidance of doubt, in no event shall this Section 6.16(b) require the Partnership Company or its legal counsel be required to give an opinion with respect to the Financing or any other financing of the Group Members to cause any redemption Parent or Discharge to be effective unless and until the Effective Time has occurred and Parent has provided or caused to be provided to the Trustee under the Senior Notes Indenture funds (or Parent has directed the Partnership or any of the Partnership’s Subsidiaries to use funds on their balance sheet) sufficient to effect any such redemption or Discharge in compliance with the provisions of the Senior Notes IndentureMerger Sub.

Senior Notes. Upon written request (i) Parent will be permitted to commence and conduct, in accordance with the terms of Parentthe 2023 Senior Notes Indenture, the Partnership shall2025 Senior Notes Indenture and the 2027 Senior Notes Indenture (collectively, and shall cause all applicable Group Members to, and shall use commercially reasonable efforts to cause its and their Representatives tothe “Indentures”), as applicable, one or more offers to purchase, including any “Change of Control Offer” (ias such term is defined in the applicable Indenture) deliver and any tender offer, or any exchange offer, and to the trustee under the Senior Notes Indenture at or prior to the Effective Timeconduct a consent solicitation, if any (each, a notice of optional redemption for up “Debt Offer” and collectively, the “Debt Offers”), with respect to any or all of the outstanding aggregate principal amount of the 2023 Senior Notes, pursuant the 2025 Senior Notes and the 2027 Senior Notes (collectively, the “Senior Notes”) identified by Parent to the redemption provisions Company in writing prior to, on, or after the date hereof on terms that are acceptable to Parent; provided, that any such Debt Offer shall be (A) in compliance with applicable Law, the terms of the Indentures and any other rights of any holder of the Senior Notes Indenture and the terms of this Section 5.17(b), (B) at the sole expense of Parent, (C) consummated using funds provided by Parent. Parent shall not be permitted to commence any applicable Debt Offer until Parent shall have provided the Company with the necessary offer to purchase, offer to exchange, consent solicitation statement, letter of transmittal and press release, if any, in connection therewith and each other document relevant to such transaction that will be distributed by Parent to holders of the applicable Senior NotesNotes in the applicable Debt Offer (collectively, the “Debt Offer Documents”) a period of time in advance of commencing the applicable Debt Offer to allow the Company and its counsel a reasonable opportunity to review and comment on the related Debt Offer Documents (in each case, at Parent’s sole expense), which notice comments shall be subject to considered by Parent in good faith. Parent will reasonably consult with the Company regarding the material terms and conditions of any Debt Offer (other than financial terms), including the timing and commencement of any Debt Offer and any relevant tender or consent deadlines. Parent shall expressly condition the closing (or, if applicable, effectiveness) of any of the Debt Offers on the occurrence of the Effective TimeClosing, and (ii) provide assistance reasonably requested by the Parent Company will use commercially reasonable efforts to cooperate with Parent, at Parent’s request and sole expense, to facilitate the redemption initial settlement of the Debt Offers by Parent on the Closing Date; provided, that the consummation of a Debt Offer with respect to any series of Senior Notes Indenture identified by shall not be a condition to Closing. Parent shall conduct any Debt Offer in compliance with (and shall cause the Parent and the satisfaction and discharge terms of the Senior Notes identified by the Parent at the Effective Time pursuant to the redemption and satisfaction and discharge provisions, respectively, and other any Debt Offer shall comply with) any applicable provisions of the Indentures and with applicable Law, including the SEC Regulatory Requirements, and the Company shall not be required to cooperate with respect to any Debt Offer that is not in compliance with the applicable Senior Notes Notes, the applicable Indenture (eachand SEC Regulatory Requirements. Subject to Section 5.17(b), a “Discharge”) andat Parent’s expense, the Company shall, and shall cause the Company Subsidiaries and their respective representatives to, in each case, take any other actions use their reasonable best efforts to provide all cooperation reasonably requested by Parent that are customary or necessary in connection therewithwith the Debt Offer; provided that prior to the Closing, including neither the Company nor any of the Company Subsidiaries, nor counsel for the Company shall be required to furnish any officer’s certificates, legal opinions or negative assurance letters in connection with the Debt Offers (other than, in connection with the execution of a supplemental indenture relating to any consent solicitation of the type described in clause (ii) below, the Company delivering customary officer’s certificates, and delivery by using reasonable best efforts to cause counsel for the Partnership, all applicable Group Members or their Representatives (as applicable) of Company to deliver customary officers’ certificates and legal opinions, respectively, to the trustee under the Senior Notes Indentureapplicable Indentures, to the extent such certificates and opinions are required thereby would not (in the opinion of the Company, its counsel and the applicable trustee) conflict with applicable Laws, the applicable terms of the Senior Notes or reasonably requested the Indentures and would be accurate in light of the facts and circumstances at the time delivered) or execute any other instruments or agreements in connection therewith other than the supplemental indenture described in clause (ii) below. To the extent that the provisions of SEC Regulatory Requirements conflict with this Section 5.17(b)(i), Parent and the Company shall comply with SEC Regulatory Requirements and shall not be deemed to have breached their obligations under this Agreement by the Trusteesuch compliance. Notwithstanding anything herein to the contraryforegoing and for the avoidance of doubt, in no event shall this Section 6.16(b) require the Partnership Company or its legal counsel be required to give an opinion with respect to the Financing or any other financing of the Group Members to cause any redemption Parent or Discharge to be effective unless and until the Effective Time has occurred and Parent has provided or caused to be provided to the Trustee under the Senior Notes Indenture funds (or Parent has directed the Partnership or any of the Partnership’s Subsidiaries to use funds on their balance sheet) sufficient to effect any such redemption or Discharge in compliance with the provisions of the Senior Notes IndentureMerger Sub.

Senior Notes. Upon written Prior to the Effective Time, with respect to the Company Senior Notes, the Company shall, upon request of Parent, the Partnership shall, and shall cause all applicable Group Members to, and shall use commercially reasonable efforts to cause its and their Representatives to, as applicable, (i) deliver use its reasonable best efforts to issue a notice of redemption (contingent upon the trustee under occurrence of the Senior Notes Indenture Closing) at or least 10 days but not more than 60 days before the redemption date agreed with Parent (such redemption date not to be a date prior to the Effective Time, a notice of optional redemption ) for up to all of the outstanding aggregate principal amount of the such Company Senior Notes, Notes pursuant to the redemption applicable provisions of the Company Senior Notes Indenture and (ii) take any actions reasonably requested by Parent in accordance with terms of the Company Senior Notes Indenture that are customary or necessary to facilitate the redemption of such Company Senior Notes pursuant to the Company Senior Notes Indenture on or after the Effective Time (including delivering to the trustee under the Company Senior Notes any officer’s certificate required pursuant to the Company Senior Notes Indenture in connection with the redemption of the Company Senior Notes), and Parent will provide (or cause to be provided) (including by means of the Company at or after the Closing) on or after the Closing Date funds in an amount equal to the amount necessary for the Company to redeem, defease, satisfy and/or discharge the Company Senior Notes, which notice if requested by Parent. Any such redemption or satisfaction and discharge must be conditioned on the occurrence of the Closing. All documentation regarding the foregoing shall be subject to the occurrence of the Effective Timereview and approval (not to be unreasonably withheld, and (ii) provide assistance reasonably requested by the Parent to facilitate the redemption of the Senior Notes Indenture identified by the Parent and the satisfaction and discharge of the Senior Notes identified by the Parent at the Effective Time pursuant to the redemption and satisfaction and discharge provisions, respectively, and other applicable provisions of the Senior Notes Indenture (each, a “Discharge”) and, in each case, take any other actions reasonably requested by Parent that are customary conditioned or necessary in connection therewith, including the execution and delivery by the Partnership, all applicable Group Members or their Representatives (as applicabledelayed) of customary officers’ certificates and legal opinions, respectively, to the trustee under the Senior Notes Indenture, to the extent such certificates and opinions are required thereby or reasonably requested by the Trustee. Notwithstanding anything herein to the contrary, in no event shall this Section 6.16(b) require the Partnership or any of the Group Members to cause any redemption or Discharge to be effective unless and until the Effective Time has occurred and Parent has provided or caused to be provided to the Trustee under the Senior Notes Indenture funds (or Parent has directed the Partnership or any of the Partnership’s Subsidiaries to use funds on their balance sheet) sufficient to effect any such redemption or Discharge in compliance with the provisions of the Senior Notes IndentureParent.

Senior Notes. Upon written request of ParentAs promptly as practicable following the date hereof, the Partnership shallCompany shall solicit waivers from holders of a requisite majority or majorities of the Company's outstanding 14% Senior Notes due 2007 (the "Notes") of the applicability to the transactions contemplated hereby of certain covenants set forth in the indenture governing the Notes, as identified by Parent to the Company (such waivers, the "Requisite Waivers"). If requested by RV, the Company shall prepare and distribute to the holders of the Notes, as promptly as reasonably practicable following the date on which the Registration Statement shall have been declared effective, an offer to purchase and consent solicitation statement, on terms and conditions and in a form satisfactory to RV (together with all related transmittal and consent forms and other documents delivered to such holders, the "Tender Offer Statement"), seeking the tender, and the delivery of an accompanying consent by holders of a requisite majority or majorities of outstanding principal amount of the Notes ("Requisite Majority") to the amendments to the indenture constituting the Notes as are considered necessary or appropriate by RV. RV shall cause all applicable Group Members tobe entitled to participate in the preparation of the Tender Offer Statement and in any discussions with holders of Notes relating to the terms of any offer to purchase Notes or solicitation of consents or waivers. The Company shall not distribute to any Person the Tender Offer Statement or any written material relating to any offer to purchase Notes or to the solicitation of any consents or waivers from holders of the Notes, or make any announcement with respect to the Tender Offer Statement or any such offer or solicitation, or engage, directly or through intermediaries, in any discussions with any holder of Notes after the date hereof, without the prior express approval of RV. Any registration statement, if any, required in connection with any such offer or solicitation shall be in form and substance satisfactory to RV, and RV shall use commercially reasonable efforts be entitled to cause its participate in the preparation and their Representatives tofiling thereof, and the Company shall cooperate in such preparation and filing as applicablethe registrant thereunder. If RV shall have requested the distribution of a Tender Offer Statement, at the Closing (iprovided that the Requisite Majority has been obtained) the Company shall execute and deliver to the trustee under the Senior indenture relating to the Notes Indenture at a supplemental indenture in the form specified in, and otherwise in accordance with, such Tender Offer Statement. On or prior to the Effective Timesettlement date of any tender offer, Parent shall, and shall cause RV to, provide financing as necessary to enable the Company to pay for tendered Notes, in a notice of optional redemption for up to all manner not inconsistent with the terms of the outstanding aggregate principal amount of the Senior Notes, pursuant to the redemption provisions of the Senior Notes Indenture and the Senior Notes, which notice Tender Offer Statement. The Company shall be subject to the occurrence of the Effective Time, and (ii) provide assistance reasonably requested responsible for all out-of-pocket expenses incurred by the Parent to facilitate the redemption of the Senior Notes Indenture identified by the Parent and the satisfaction and discharge of the Senior Notes identified by the Parent at the Effective Time pursuant to the redemption and satisfaction and discharge provisions, respectively, and other applicable provisions of the Senior Notes Indenture (each, a “Discharge”) and, in each case, take any other actions reasonably requested by Parent that are customary or necessary it in connection therewith, including the execution and delivery by the Partnership, all applicable Group Members or their Representatives (as applicable) of customary officers’ certificates and legal opinions, respectively, to the trustee under the Senior Notes Indenture, to the extent such certificates and opinions are required thereby or reasonably requested by the Trustee. Notwithstanding anything herein to the contrary, in no event shall this Section 6.16(b) require the Partnership or any of the Group Members to cause any redemption or Discharge to be effective unless and until the Effective Time has occurred and Parent has provided or caused to be provided to the Trustee under the Senior Notes Indenture funds (or Parent has directed the Partnership or any of the Partnership’s Subsidiaries to use funds on their balance sheet) sufficient to effect any such redemption or Discharge in compliance with the provisions making of any offers to purchase Notes or solicitation as contemplated in this Section, provided that RV shall pay and reimburse the Senior Notes Indenture.Company for all out-of-pocket fees and

Senior Notes. Upon written request of Parent, the Partnership shall, and shall cause all applicable Group Members to, and (a) The Company shall use its commercially reasonable efforts to cause its and their Representatives tocommence, as applicablepromptly as practicable on or after the date hereof and following receipt of written instructions from Parent, a consent solicitation with respect to a modification of the definition of “Investors” in the Indenture, dated June 15, 2010 (ithe “Indenture”), among Trans Union LLC (“Trans Union LLC”), TransUnion Financing Corporation (together with Trans Union LLC, the “Issuers”), the subsidiary guarantors party thereto and Xxxxx Fargo Bank, National Association, as trustee, governing the 11 3/8% Senior Notes due 2018 (the “Senior Notes”) deliver of the Issuers, the primary effect of which will be that the Trans Union LLC shall not be required to the trustee under offer to purchase the Senior Notes Indenture at or prior to the Effective Time, a notice of optional redemption for up to all after consummation of the outstanding aggregate principal amount Merger (or as may otherwise be reasonably determined by Parent for the purpose of facilitating the Senior Notestransactions contemplated hereby), pursuant and upon termination of such consent solicitation, upon receipt of written instructions from Parent, such other consent solicitation relating to the redemption provisions of the Senior Notes Indenture and the Senior Notes, which notice shall be subject to the occurrence of the Effective Time, and (ii) provide assistance reasonably requested by Parent for the Parent to facilitate purpose of facilitating the redemption of the Senior Notes Indenture identified by the Parent and the satisfaction and discharge of the Senior Notes identified by the Parent at the Effective Time pursuant to the redemption and satisfaction and discharge provisions, respectively, and other applicable provisions of the Senior Notes Indenture transactions contemplated hereby (each, a “DischargeConsent Solicitation”). Any Consent Solicitation will contain such customary terms and conditions as are reasonably determined by Parent; provided that (i) andthis Agreement shall have not been terminated in accordance with Section 10.1 and (ii) either the Company shall have received from Parent all necessary and appropriate documentation in connection with the Consent Solicitation, including the consent solicitation statement, consent forms and other related documents (collectively, the “Solicitation Documents”), which shall be in each caseform and substance reasonably satisfactory to the Company, take or, at Parent’s request, the Company shall prepare, or cause to be prepared, such Solicitation Documents, as described in Section 5.4(c) below. The Company shall waive any other actions of the conditions relating to any Consent Solicitation, as applicable, as may be reasonably requested by Parent that are customary in writing and shall not, without the written consent of Parent, waive any condition to any Consent Solicitation or necessary in connection therewith, including make any changes to any Consent Solicitation other than as agreed between Parent and the execution and delivery by the Partnership, all applicable Group Members or their Representatives (as applicable) of customary officers’ certificates and legal opinions, respectively, Company. The Company shall use its commercially reasonable efforts to promptly make any change to the trustee under the Senior Notes Indenture, to the extent such certificates terms and opinions are required thereby or conditions of any Consent Solicitation reasonably requested by the TrusteeParent. Notwithstanding anything herein the foregoing, any proposed amendments to the contrary, in no event Indenture contemplated by the Consent Solicitation shall this Section 6.16(b) require the Partnership or any of the Group Members to cause any redemption or Discharge to be effective unless and until the Effective Time has occurred and Parent has provided or caused to be provided revert to the Trustee under form in effect prior to the Senior Notes Indenture funds (or Parent has directed effectiveness of any proposed amendments and be of no further effect if the Partnership or any of the Partnership’s Subsidiaries to use funds on their balance sheet) sufficient to effect any such redemption or Discharge in compliance with the provisions of the Senior Notes IndentureClosing does not occur.

Senior Notes. Upon written (a) At the request of Parent, the Partnership shall, and shall cause all applicable Group Members to, and shall use its commercially reasonable efforts to cause its and their Representatives to, commence as applicable, promptly as practicable following the later of (i1) deliver to the trustee under the Senior Notes Indenture at or tenth (10th) Business Day prior to the Effective Timeestimated date that the definitive Proxy Statement is filed with the SEC and (2) the date of receipt of the Offer Documents from Parent pursuant to Section 5.18(c) below and written instructions from Parent, a notice of optional redemption for up offers to purchase and related consent solicitations with respect to all of the outstanding aggregate principal amount of the Senior Notes, securities issued pursuant to (i) the redemption provisions of 2.625% Senior Notes Indenture, (ii) the 3.85% Senior Notes Indenture, (iii) the 4.25% Senior Notes Indenture and and/or (iv) the Senior Notes, which notice shall be subject to the occurrence of the Effective Time, and (ii) provide assistance reasonably requested by the Parent to facilitate the redemption of the Senior Notes Indenture identified by the Parent and the satisfaction and discharge of the Senior Notes identified by the Parent at the Effective Time pursuant to the redemption and satisfaction and discharge provisions, respectively, and other applicable provisions of the 6.125% Senior Notes Indenture (eachcollectively, a the “DischargeSenior Notes”) andon terms and conditions as determined by Parent and as are reasonably acceptable to the Company (such offers to purchase and related consent solicitations, collectively, the “Debt Offers”); provided that (i) this Agreement shall have not been terminated in each caseaccordance with Article VII, take (ii) the Company shall have received from Parent the completed Offer Documents which shall be in form and substance reasonably satisfactory to the Company, and (iii) at the time of such commencement, Parent, Merger Sub I and Merger Sub II shall have otherwise performed or complied with all of their agreements and covenants required by this Agreement to be performed on or prior to the time that the Debt Offers are to be commenced. The Debt Offers and Offer Documents shall comply in all respects with the terms and conditions of the indentures governing the Senior Notes and applicable Laws (including the rules and regulations of the SEC), and the Debt Offers shall be conditioned upon the consummation of the Mergers. The Partnership shall waive any of the conditions to the Debt Offers (other actions than that the Mergers shall have been consummated and that there shall be no Law prohibiting consummation of the Debt Offers) as may be reasonably requested by Parent in writing and shall not waive any condition to the Debt Offers or make any changes to the Debt Offers other than as agreed by Parent. Notwithstanding the foregoing, the Partnership shall not be required to make any change to the terms and conditions of the Debt Offers after commencement thereof that are customary decreases the price or necessary in connection therewith, including consent fee payable per Senior Note or imposes any condition that is adverse to the execution and delivery holders of Senior Notes unless agreed by the PartnershipCompany. At the request of Parent, all applicable Group Members or their Representatives (as applicable) of customary officers’ certificates and legal opinions, respectively, to the trustee under the Senior Notes Indenture, to the extent such certificates and opinions are required thereby or reasonably requested by the Trustee. Notwithstanding anything herein to the contrary, in no event shall this Section 6.16(b) require the Partnership shall terminate the Debt Offers as to any or any all series of the Group Members to cause any redemption or Discharge to be effective unless and until the Effective Time has occurred and Parent has provided or caused to be provided to the Trustee under the Senior Notes Indenture funds (or Parent has directed the Partnership or any of the Partnership’s Subsidiaries to use funds on their balance sheet) sufficient to effect any such redemption or Discharge in compliance with the provisions of the Senior Notes IndentureNotes.

Senior Notes. Upon written request of ParentAs promptly as practicable following the date hereof, the Partnership shallCompany shall solicit waivers from holders of a requisite majority or majorities of the Company's outstanding 14% Senior Notes due 2007 (the "NOTES") of the applicability to the transactions contemplated hereby of certain covenants set forth in the indenture governing the Notes, as identified by Parent to the Company (such waivers, the "REQUISITE WAIVERS"). If requested by RV, the Company shall prepare and distribute to the holders of the Notes, as promptly as reasonably practicable following the date on which the Registration Statement shall have been declared effective, an offer to purchase and consent solicitation statement, on terms and conditions and in a form satisfactory to RV (together with all related transmittal and consent forms and other documents delivered to such holders, the "TENDER OFFER STATEMENT"), seeking the tender, and the delivery of an accompanying consent by holders of a requisite majority or majorities of outstanding principal amount of the Notes ("REQUISITE MAJORITY") to the amendments to the indenture constituting the Notes as are considered necessary or appropriate by RV. RV shall cause all applicable Group Members tobe entitled to participate in the preparation of the Tender Offer Statement and in any discussions with holders of Notes relating to the terms of any offer to purchase Notes or solicitation of consents or waivers. The Company shall not distribute to any Person the Tender Offer Statement or any written material relating to any offer to purchase Notes or to the solicitation of any consents or waivers from holders of the Notes, or make any announcement with respect to the Tender Offer Statement or any such offer or solicitation, or engage, directly or through intermediaries, in any discussions with any holder of Notes after the date hereof, without the prior express approval of RV. Any registration statement, if any, required in connection with any such offer or solicitation shall be in form and substance satisfactory to RV, and RV shall use commercially reasonable efforts be entitled to cause its participate in the preparation and their Representatives tofiling thereof, and the Company shall cooperate in such preparation and filing as applicablethe registrant thereunder. If RV shall have requested the distribution of a Tender Offer Statement, at the Closing (iprovided that the Requisite Majority has been obtained) the Company shall execute and deliver to the trustee under the Senior indenture relating to the Notes Indenture at a supplemental indenture in the form specified in, and otherwise in accordance with, such Tender Offer Statement. On or prior to the Effective Timesettlement date of any tender offer, Parent shall, and shall cause RV to, provide financing as necessary to enable the Company to pay for tendered Notes, in a notice of optional redemption for up to all manner not inconsistent with the terms of the outstanding aggregate principal amount Tender Offer Statement. The Company shall be responsible for all out-of-pocket expenses incurred by it in connection with the making of any offers to purchase Notes or solicitation as contemplated in this Section, PROVIDED that RV shall pay and reimburse the Senior Notes, pursuant Company for all out-of-pocket fees and expenses of outside advisers actually incurred by the Company prior to the redemption provisions of the Senior Notes Indenture and the Senior Notes, which notice shall be subject to the occurrence of the Effective Time, and (ii) provide assistance reasonably requested by the Parent to facilitate the redemption of the Senior Notes Indenture identified by the Parent and the satisfaction and discharge of the Senior Notes identified by the Parent at the Effective Time pursuant to the redemption and satisfaction and discharge provisions, respectively, and other applicable provisions of the Senior Notes Indenture (each, a “Discharge”) and, Closing if this Agreement is terminated in each case, take any other actions reasonably requested by Parent that are customary or necessary in connection therewith, including the execution and delivery by the Partnership, all applicable Group Members or their Representatives (as applicable) of customary officers’ certificates and legal opinions, respectively, to the trustee under the Senior Notes Indenture, to the extent such certificates and opinions are required thereby or reasonably requested by the Trustee. Notwithstanding anything herein to the contrary, in no event shall this accordance with Section 6.16(b) require the Partnership or any of the Group Members to cause any redemption or Discharge to be effective unless and until the Effective Time has occurred and Parent has provided or caused to be provided to the Trustee under the Senior Notes Indenture funds (or Parent has directed the Partnership or any of the Partnership’s Subsidiaries to use funds on their balance sheet) sufficient to effect any such redemption or Discharge in compliance with the provisions of the Senior Notes Indenture6.1(b)(i).

Senior Notes. Upon written request of Parent, the Partnership Company shall, and shall cause all applicable Group Members the Company Subsidiaries to, and shall use commercially reasonable efforts to cause its and their Representatives to, as applicable, (i) deliver to the trustee under the each Senior Notes Indenture at or prior to the Effective Time, a notice of optional redemption for up to all of the outstanding aggregate principal amount of the any series of Senior NotesNotes outstanding and identified by Parent, pursuant to the redemption provisions of the applicable Senior Notes Indenture and the Senior Notes, which notice shall be subject to the occurrence of the Effective Time, Notes and (ii) provide assistance reasonably requested by the Parent to facilitate the redemption of the related Senior Notes Indenture identified by the Parent and the satisfaction and discharge of the any series of Senior Notes identified by the Parent at the Effective Time pursuant to the redemption and satisfaction and discharge provisions, respectively, and other applicable provisions of the applicable Senior Notes Indenture (each, a “Discharge”) and, in each case, take any other actions reasonably requested by Parent that are customary or necessary in connection therewith, including the execution and delivery by the PartnershipCompany, all applicable Group Members the Company Subsidiaries or their Representatives (as applicable) of customary officers’ certificates and legal opinions, respectively, to the trustee under the applicable Senior Notes Indenture, to the extent such certificates and opinions are required thereby or reasonably requested by the Trusteeapplicable trustee. The Company (or the applicable Company Subsidiary) shall deliver a copy of any such notice or other document to Parent at least three (3) business days prior to delivering or entering into such notice or other document and the Company shall include any proposed changes thereon that Parent reasonably requests. Notwithstanding anything herein to the contrary, in no event shall this Section 6.16(b7.14(b) require the Partnership Company or any of the Group Members Company Subsidiaries to cause any redemption or Discharge to be effective unless and until the Effective Time has occurred and Parent has provided or caused to be provided to the Trustee trustee under the Senior Notes Indenture Indentures funds (or Parent has directed the Partnership Company or any of the PartnershipCompany’s Subsidiaries to use funds on their balance sheet) sufficient to effect any such redemption or Discharge in compliance with the provisions of the such applicable Senior Notes Indenture.

Senior Notes. Upon written request of Parent, the Partnership shall, and shall cause all applicable Group Members to, and shall use commercially reasonable efforts to cause its and their Representatives to, as applicable, (i) deliver Parent will be permitted to commence and conduct, in accordance with the trustee under terms of the Senior Notes Indenture at Indenture, one or prior more offers to purchase, including any “Change of Control Offer” (as such term is defined in the Effective TimeIndenture) and/or any tender offer, or any exchange offer, and to conduct a consent solicitation, if any (each, a notice of optional redemption for up “Debt Offer” and collectively, the “Debt Offers”), with respect to any or all of the outstanding aggregate principal amount of the Senior Notes, pursuant Notes identified by Parent to the redemption provisions Company in writing prior to, on, or after the date hereof on terms that are acceptable to Parent; provided that any such Debt Offer is consummated using funds provided by Parent. Parent shall not be permitted to commence any applicable Debt Offer until Parent shall have provided the Company with the necessary offer to purchase, letter of transmittal or other related documents in connection with the Debt Offer (collectively, the “Debt Offer Documents”) a reasonable period of time in advance of commencing the applicable Debt Offer to allow the Company and its counsel to review and comment on the related Debt Offer Documents. Parent will reasonably consult with the Company regarding the timing and commencement of any Debt Offer and any relevant tender or consent deadlines. The closing (or, if applicable, effectiveness) of the Debt Offers shall be expressly conditioned on the occurrence of the Closing or the acceptance for purchase of the Senior Notes Indenture by Parent or Merger Sub, and the Senior Notes, which notice parties shall be subject use reasonable best efforts to cause the occurrence Debt Offers to close on the Closing Date; provided that the consummation of the Effective Time, and (ii) provide assistance reasonably requested by the Parent a Debt Offer with respect to facilitate the redemption of the Senior Notes shall not be a condition to Closing. The Debt Offers shall be conducted in compliance with the Indenture identified by the Parent and applicable Law, including SEC rules and regulations, and the satisfaction Company shall not be required to cooperate with respect to any Debt Offer that is not in compliance with the Indenture and discharge of the Senior Notes identified by the Parent at the Effective Time pursuant to the redemption and satisfaction and discharge provisions, respectivelyapplicable Laws. The Company shall, and other applicable provisions of the Senior Notes Indenture (each, a “Discharge”) andshall cause its Subsidiaries and their respective Representatives to, in each case, take any other actions use their reasonable best efforts to provide all cooperation reasonably requested by Parent that are customary or necessary in connection therewith, including with the execution and delivery by the Partnership, all applicable Group Members or their Representatives (as applicable) of customary officers’ certificates and legal opinions, respectively, to the trustee under the Senior Notes Indenture, to Debt Offer. To the extent such certificates and opinions are required thereby or reasonably requested by the Trustee. Notwithstanding anything herein to the contrary, in no event shall this Section 6.16(b) require the Partnership or any of the Group Members to cause any redemption or Discharge to be effective unless and until the Effective Time has occurred and Parent has provided or caused to be provided to the Trustee under the Senior Notes Indenture funds (or Parent has directed the Partnership or any of the Partnership’s Subsidiaries to use funds on their balance sheet) sufficient to effect any such redemption or Discharge in compliance with that the provisions of any applicable Law conflict with this Section 6.14, Parent and the Senior Notes IndentureCompany shall comply with the applicable Law and shall not be deemed to have breached their obligations under this Agreement by such compliance.