Not later than immediately prior to the Closing Date (as defined below), each Noteholder shall deliver or cause to be delivered to Ascent and the Trustee, satisfactory written evidence of its consent (each, a “ Noteholder Consent ”) to certain amendments, supplements, waivers, consents and acknowledgements with respect to the Indenture to be effected by the Second Supplemental Indenture to be dated as of a date on or before the Closing Date (the “ Second Supplemental Indenture ”), substantially in the form set forth as Exhibit A to this Agreement.  Each Noteholder covenants and agrees to promptly execute and deliver such other documents or instruments and perform all such acts, in addition to the matters herein specified, as necessary or desirable to facilitate, implement, close, validate or give effect to, prior to the Closing Date, such Noteholder’s Noteholder Consent and the Second Supplemental Indenture.