Common use of Debt Offers Clause in Contracts

Debt Offers. (a) Properties shall use its reasonable best efforts to commence, on the date 14 days prior to the estimated date of mailing the Proxy Statement or on any other date designated by Parent on at least five days notice to the La Quinta Entities, offers to purchase, and related consent solicitations with respect to, all of the outstanding aggregate principal amount of the Properties’: 8-7/8% Notes due March 15, 2011, 7% Notes due August 15, 2012, 7% Notes due August 15, 2007, 7.27% Medium Term Notes due February 26, 2007, 7.33% Medium Term Notes due April 1, 2008 (together with, to the extent not redeemed pursuant to Section 3.4, the Redemption Notes, collectively, the “Notes”) on the terms and conditions set forth in Section 3.3(a) of the La Quinta Entities Disclosure Schedule (or as may otherwise be agreed between the La Quinta Entities and Parent) and such other customary terms and conditions as are reasonably acceptable to Parent and the La Quinta Entities (including the related consent solicitations, collectively, the “Debt Offers”); provided that (A) this Agreement shall not have been terminated in accordance with Section 9.1, (B) Properties shall have received from Parent the completed Offer Documents (as defined below), which shall be in form and substance reasonably satisfactory to the La Quinta Entities, and (C) at the time of such commencement, Parent shall have otherwise performed or complied with all of its agreements and covenants required by this Agreement to be performed on or prior to the time that the Debt Offers are to be commenced. Properties shall waive any of the conditions to the Debt Offers (other than that the Mergers shall have been consummated and that there shall be no Order prohibiting consummation of the Debt Offers) as may be reasonably requested by Parent and shall not, without the consent of Parent, waive any condition to the Debt Offers or make any changes to the terms and conditions of the Debt Offers other than as agreed between Parent and Properties. Notwithstanding the immediately preceding sentence, Properties need not make any change to the terms and conditions of the Debt Offers requested by Parent that decreases the price per Note payable in the Debt Offers as set forth in Section 3.3(a) of the La Quinta Entities Disclosure Schedule or imposes conditions to the Debt Offers in addition to those set forth in Section 3.3(a) of the La Quinta Entities Disclosure Schedule that are materially adverse to holders of the Notes, unless such change is approved by Properties in writing.

Debt Offers. (a) Properties If, prior to the Closing Date, Parent, OpCo or Merger Sub decides to commence a tender offer and/or consent solicitation in respect of some or all of the outstanding Company Senior Notes (each, a “Debt Offer”), Parent shall prepare all necessary and appropriate documentation in connection with such Debt Offers, including the offers to purchase and consent solicitation statements, letters of transmittal and other related documents (collectively, the “Offer Documents”). The Company agrees to use its reasonable best efforts to commenceprovide, on and shall cause its Subsidiaries and its and their respective Representatives to provide, reasonable cooperation in connection with the date 14 days prior preparation of the Offer Documents and the consummation of such Debt Offers, including with respect to the estimated date Company’s execution of mailing supplemental indentures (either at the Proxy Statement or on any other date designated by Parent on at least five days notice Effective Time or, if earlier, conditioned upon the occurrence of the Effective Time) reflecting amendments to the La Quinta Entities, offers indentures applicable to purchase, and related consent solicitations with respect to, all of the outstanding aggregate principal amount of the Properties’: 8-7/8% Company Senior Notes due March 15, 2011, 7% Notes due August 15, 2012, 7% Notes due August 15, 2007, 7.27% Medium Term Notes due February 26, 2007, 7.33% Medium Term Notes due April 1, 2008 (together withsubject to any Debt Offer, to the extent not redeemed pursuant approved by any required consents of holders of such Company Senior Notes. All mailings to Section 3.4, the Redemption Notes, collectively, holders of the “Notes”) on Company Senior Notes in connection with the terms Debt Offers shall be subject to the prior review and conditions comment by the Company and Parent and shall be reasonably acceptable to each of them. If at any time prior to the completion of any Debt Offer any information in the applicable Offer Documents should be discovered by the Company or Parent that should be set forth in Section 3.3(a) an amendment or supplement to the Offer Documents, so that such Offer Documents 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 the La Quinta Entities Disclosure Schedule (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 as may otherwise supplement describing such information shall be agreed between disseminated by Parent to the La Quinta Entities and Parent) and such other customary terms and conditions as are reasonably acceptable to holders of the applicable Company Senior Notes. To the extent that the provisions of any applicable Law conflict with this Section 5.11, Parent and the La Quinta Entities (including Company shall comply with the related consent solicitations, collectively, the “Debt Offers”); provided that (A) this Agreement applicable Law and shall not be deemed to have been terminated in accordance with Section 9.1breached its obligations hereunder by such compliance. Parent, (B) Properties shall have received from Parent OpCo and Merger Sub acknowledge and agree that neither the completed Offer Documents (as defined below), which shall be in form and substance reasonably satisfactory to pendency nor the La Quinta Entities, and (C) at the time of such commencement, Parent shall have otherwise performed or complied with all of its agreements and covenants required by this Agreement to be performed on or prior to the time that the Debt Offers are to be commenced. Properties shall waive any of the conditions to the Debt Offers (other than that the Mergers shall have been consummated and that there shall be no Order prohibiting consummation of the any such Debt Offers) as may be reasonably requested by Parent and shall not, without the consent of Parent, waive any Offer is a condition to the Debt Offers Parent’s, OpCo’s or make any changes to the terms and conditions of the Debt Offers other than as agreed between Parent and Properties. Notwithstanding the immediately preceding sentence, Properties need not make any change to the terms and conditions of the Debt Offers requested by Parent that decreases the price per Note payable in the Debt Offers as set forth in Section 3.3(a) of the La Quinta Entities Disclosure Schedule or imposes conditions to the Debt Offers in addition to those set forth in Section 3.3(a) of the La Quinta Entities Disclosure Schedule that are materially adverse to holders of the Notes, unless such change is approved by Properties in writingMerger Sub’s obligations hereunder.

Debt Offers. (a) Properties shall use its reasonable best efforts The Company shall, within 20 days of receiving any request by Merger Sub to commence, on the date 14 do so (but in no event earlier than 45 calendar days prior to the estimated date fixed by the Company for the holding of mailing the Proxy Statement or on any other date designated Special Meeting of its stockholders contemplated by Parent on at least five days notice to the La Quinta EntitiesSection 5.2 hereof), commence offers to purchase, and accompanied by related solicitations of consent solicitations with respect toregarding covenant amendments, all of the Company's outstanding aggregate principal amount of the Properties’: 8-7/84 3/4% Notes and the Company's outstanding 7 3/4% Senior Subordinated Notes, due March 15, 2011, 72006 (the "7 3/4% Notes due August 15, 2012, 7Notes" and collectively with the 4 3/4% Notes due August 15, 2007, 7.27% Medium Term Notes due February 26, 2007, 7.33% Medium Term Notes due April 1, 2008 (together with, to the extent not redeemed pursuant to Section 3.4Notes, the Redemption "Notes, collectively, the “Notes”") on the terms and conditions set forth in Section 3.3(a) of the La Quinta Entities Disclosure Schedule (or as may otherwise be agreed between the La Quinta Entities and Parent) and such other customary terms and conditions as are reasonably acceptable to Parent and Merger Sub, in the La Quinta Entities exercise of its judgment in making debt tender offers on commercially reasonable terms to the holders of the Notes (including the related consent solicitations, collectively, the “"Debt Offers”"); provided that (A) this Agreement shall not have been terminated in accordance with Section 9.1, (B) Properties shall have received from Parent the completed Offer Documents (as defined below), which shall be in form and substance reasonably satisfactory to the La Quinta Entities, and (C) at the time of such commencement, Parent shall have otherwise performed or complied with all of its agreements and covenants required by this Agreement to be performed on or prior to the time that the Debt Offers are to be commenced. Properties The Company shall waive any of the conditions to the Debt Offers (and make any other than that changes in the Mergers shall have been consummated terms and that there shall be no Order prohibiting consummation conditions of the Debt Offers) Offers as may be reasonably requested by Parent Merger Sub, and the Company shall not, without the consent of ParentMerger Sub's prior consent, waive any material condition to the Debt Offers or make any other material changes to in the terms and conditions of the Debt Offers other than as agreed between Parent and PropertiesOffers. Notwithstanding the immediately preceding sentence, Properties need Merger Sub shall not request that the Company make any change to the terms and conditions of the Debt Offers requested by Parent that (i) decreases the price per Senior Note payable in the Debt Offers as set forth in Section 3.3(a) of the La Quinta Entities Disclosure Schedule or imposes conditions to the Debt Offers or (ii) eliminates, changes, or waives the condition to the Debt Offers that the Closing shall have occurred. The Company covenants and agrees that, subject to the terms and conditions in addition the Debt Offers, it will accept for payment and pay for the Notes as soon as reasonably practicable after such conditions to those set forth the Debt Offers are satisfied and it is permitted to do so under applicable law, provided that the Company shall use reasonable bestefforts to coordinate the timing of any such purchases with Merger Sub in Section 3.3(a) of order to obtain the La Quinta Entities Disclosure Schedule that are materially adverse to holders of greatest participation in the Notes, unless such change is approved by Properties in writingDebt Offers.

Debt Offers. (a) Properties shall use its reasonable best efforts to commence, on the date 14 days prior to the estimated date of mailing the Proxy Statement or on any other date designated by Parent on at least five days notice to the La Quinta Entities, offers to purchase, and related consent solicitations with respect to, all of the outstanding aggregate principal amount of the Properties’: 8-7/8% Notes due March 15, 2011, 7% Notes due August 15, 2012, 7% Notes due August 15, 2007, 7.27% Medium Term Notes due February 26, 2007, 7.33% Medium Term Notes due April 1, 2008 (together with, to the extent not redeemed pursuant to Section 3.4, the Redemption Notes, collectively, the “Notes”) on the terms and conditions set forth in Section 3.3(a) of the La Quinta Entities Disclosure Schedule (or as may otherwise be agreed between the La Quinta Entities and Parent) and such other customary terms and conditions as are reasonably acceptable to Parent and the La Quinta Entities (including the related consent solicitations, collectively, the “Debt Offers”); provided Provided that (A) this Agreement shall not have been terminated in accordance with Section 9.19.1 hereof, the Company shall, within 20 days of receiving any request by Acquisition to do so (B) Properties shall have received from Parent but in no event earlier than twenty calendar days after the completed Offer Documents (as defined belowdate hereof), which shall be commence offers to purchase, accompanied by related solicitations of consent regarding covenant amendments, all of the Company's outstanding 8 7/8% Senior Notes due 2001 and the Company's outstanding 10 1/8% Senior Notes due 2005 (collectively, the "Senior Notes") on such customary terms and conditions as are acceptable to Acquisition, in form and substance reasonably satisfactory the exercise of its judgment in making Debt Offers on commercially reasonable terms to the La Quinta Entities, Company and the holders of the Senior Notes (C) at the time of such commencement, Parent shall have otherwise performed or complied with all of its agreements and covenants required by this Agreement to be performed on or prior to the time that the "Debt Offers are to be commencedOffers"). Properties The Company shall waive any of the conditions to the Debt Offers (and make any other than that changes in the Mergers shall have been consummated terms and that there shall be no Order prohibiting consummation conditions of the Debt Offers) Offers as may be reasonably requested by Parent Acquisition to the extent that after giving effect to such requests the Debt Offers will be made on commercially reasonable terms to the Company and the holders of the Senior Notes, and the Company shall not, without the consent of ParentAcquisition's prior consent, which shall not be unreasonably withheld or delayed, waive any material condition to the Debt Offers or Offers, make any changes to the terms and conditions of the Debt Offers set forth in Schedule 5.5(a) hereto or make any other than as agreed between Parent material changes in the terms and Propertiesconditions of the Debt Offers. Notwithstanding the immediately preceding sentence, Properties need Acquisition shall not request that the Company make any change to the terms and conditions of the Debt Offers requested by Parent that decreases the price per Senior Note payable in the Debt Offers as set forth in Section 3.3(a) of the La Quinta Entities Disclosure Schedule or imposes conditions to the Debt Offers in addition to those set forth in Section 3.3(aSchedule 5.5(a) of the La Quinta Entities Disclosure Schedule hereto that are materially adverse to holders of the Senior Notes, unless such change is was previously approved by Properties the Company in writing. The Company covenants and agrees that, subject to the terms and conditions of this Agreement, including but not limited to the conditions in the Debt Offers, it will accept for payment and pay for the Senior Notes as soon as reasonably practicable after such conditions to the Debt Offers are satisfied and it is permitted to do so under applicable law, provided that the Company shall use reasonable best efforts to coordinate the timing of any such purchase with Acquisition in order to obtain the greatest participation in the Debt Offers.

Debt Offers. (a) Properties As soon as reasonably practicable after the receipt of any written request by Parent to do so, the Company shall use its reasonable best efforts to commence, on the date 14 days prior to the estimated date of mailing the Proxy Statement or on any other date designated by Parent on at least five days notice to the La Quinta Entities, (i) commence offers to purchase, including any “Change of Control Offer” (as such term is defined in the applicable Indenture), redeem or exchange, and related to conduct consent solicitations with respect to, any or all of the outstanding aggregate principal amount and all other amounts due of any or all series of the notes of the Company set forth in Section 6.15 of the Company Disclosure Schedule (the “Company Notes”), on such terms and conditions, including pricing terms and amendments to the terms and provisions of the applicable Indenture, that are specified, from time to time, by Parent following consultation with the Company and its legal counsel (each, a “Debt Offer” and collectively, the “Debt Offers”), (ii) use its reasonable best efforts to cause the applicable trustee to agree to proceed with the redemption of each series of Company Notes specified by Parent pursuant to their terms at least forty-five (45) days (or such shorter period as such trustee may agree to) before the expected redemption date, which notices to holders may be issued before the Effective Time solely to the extent such redemption is conditioned on the occurrence of the Effective Time and such condition is permitted under the applicable Indenture governing the series of Company Notes that are the subject of such redemption, as reasonably determined by the Company after consultation with its legal counsel, and use reasonable best efforts to cause the applicable trustee to provide such notice to holders of such Company Notes as soon as practicable following the Effective Time (if not issued earlier as contemplated by this Section 6.15(a)); (iii) provide Parent the reasonable opportunity to review and comment on each of the notices and other documents contemplated by this Section 6.15(a) reasonably in advance of their delivery (other than Exchange Act reports filed in the ordinary course of business of the Company and incorporated therein by reference therein and not filed or furnished in connection with such Debt Offer) and, after review and consultation, to accept such comments, in all material respects, except to the extent they are not reasonable; provided that the Company will provide Parent all such documents without the Parent being required to request such documents; (iv) take all reasonably necessary actions to deregister the Company and its securities in accordance with the applicable rules and regulations under the Exchange Act, on such terms and conditions that are specified, from time to time, by Parent following consultation with the Company and its legal counsel; and (v) take all other actions and prepare and deliver all other documents (including any officers certificates and legal opinions) as may be reasonably required under the applicable Indenture (A) to issue a notice of redemption of the outstanding aggregate principal amount of the Properties’: 8-7/8% applicable series of Company Notes due March 15, 2011, 7% Notes due August 15, 2012, 7% Notes due August 15, 2007, 7.27% Medium Term Notes due February 26, 2007, 7.33% Medium Term Notes due April 1, 2008 (together withwith all accrued and unpaid interest and applicable premiums or consent payments related to such series of Company Notes) pursuant to the applicable provisions of the applicable Indentures; provided, however, that such notice shall not be required to be issued by the Company prior to the Effective Time unless the redemption provided for in such notice is conditioned on the occurrence of the Effective Time and such condition is permitted under the applicable Indenture governing the series of Company Notes that are the subject of such redemption as determined by the Company after consultation with its legal counsel, and (B) to take such actions as are necessary to cause the satisfaction and discharge of the applicable Indentures and such series of Company Notes substantially concurrently with the Closing (subject to the irrevocable deposit by Parent with the applicable trustee on the Closing Date of funds sufficient to pay in full the outstanding aggregate principal amount of, accrued and unpaid interest through the redemption date on, and applicable premiums or consent payments related to, such series of Company Notes, as arranged by Parent). Parent shall assist the Company in connection with the foregoing; provided that, to the extent not redeemed pursuant to Section 3.4requested by Parent, the Redemption NotesCompany or the Company’s counsel shall provide all legal opinions required in connection with the transactions contemplated by this Section 6.15 but, collectivelyin the case of a redemption or satisfaction and discharge, the “Notes”) on the terms and conditions set forth in Section 3.3(a) of the La Quinta Entities Disclosure Schedule (or as may otherwise be agreed between the La Quinta Entities and Parent) and such other customary terms and conditions as are reasonably acceptable to Parent and the La Quinta Entities (including the related consent solicitations, collectively, the “Debt Offers”); provided that (A) this Agreement shall not have been terminated in accordance with Section 9.1, (B) Properties shall have received from Parent the completed Offer Documents (as defined below), which shall be in form and substance reasonably satisfactory only to the La Quinta Entitiesextent such notice of redemption is issued or such satisfaction and discharge is consummated, and (C) at the time of such commencementas applicable, Parent shall have otherwise performed or complied with all of its agreements and covenants required by this Agreement to be performed on or prior to the time Closing Date, it being understood that Parent’s counsel shall provide all legal opinions required in connection therewith to the extent required after the Closing Date. Subject to the preceding sentence, the Company shall provide, and shall cause its subsidiaries to, and shall use its reasonable best efforts to cause their respective Representatives to, provide all cooperation reasonably requested by Parent in connection with the Debt Offers are and any redemption or satisfaction and discharge. Notwithstanding the foregoing, in no event shall the Company or its legal counsel be required to be commencedgive an opinion or negative assurance letter with respect to a Debt Offer or otherwise that in the opinion of the Company or its legal counsel does not comply with applicable Laws or court decisions, an opinion with respect to financing by the Parent or the discharge or defeasance of any Company Notes. Properties The Company shall waive any of the conditions to the Debt Offers (other than that the Mergers shall have been consummated and that there shall be no Order prohibiting consummation of the Debt Offers) as may be reasonably requested by Parent in writing that after consultation with its legal counsel the Company determines can be legally waived (other than that the Merger shall have been consummated and there shall be no restriction in effect that prevents the consummation of the Merger) and shall not, without the written consent of Parent, which consent shall not be unreasonably withheld, waive any condition to the Debt Offers or make any material changes to the terms Debt Offers. Notwithstanding anything to the contrary contained in this Section 6.15, (i) Parent may, by written notice to the Company, require the Company to extend the offer period and conditions consent period applicable to a Debt Offer to a date selected by Parent, provided that Parent delivers such written notice reasonably in advance of the Debt Offers other than as agreed between Parent and Properties. Notwithstanding time at which the immediately preceding sentence, Properties need not make any change Company is required to the terms and conditions provide notice of the Debt Offers requested by Parent that decreases the price per Note payable in the Debt Offers as set forth in Section 3.3(a) of the La Quinta Entities Disclosure Schedule or imposes conditions to the Debt Offers in addition to those set forth in Section 3.3(a) of the La Quinta Entities Disclosure Schedule that are materially adverse such extension to holders of the Notesapplicable Company Notes and (ii) in no event shall the Company be required to commence or settle any Debt Offer, make any related consent payment or effect any Discharge prior to the Effective Time unless the Company is satisfied that Parent has sufficient cash or cash equivalents, including pursuant to the Debt Commitment Letter, to satisfy any obligations of the Company to the Company’s debt holders that may arise as a result of such change is approved by Properties in writingDebt Offer or Discharge, including any principal, interest, applicable premiums or consent payments.

Debt Offers. (a) Properties The Company and the Operating Partnership shall use its their respective commercially reasonable best efforts to commence, on commence as promptly as practicable following the date 14 days prior of receipt of the Offer Documents from Parent pursuant to subparagraph (ii) below and written instructions from Parent to commence the estimated date of mailing the Proxy Statement or on any other date designated by Parent on at least five days notice to the La Quinta EntitiesDebt Offers, offers to purchase, and related consent solicitations (or, in the case of the Exchangeable Notes, a consent solicitation which is not related to a concurrent tender offer) with respect to, all of the outstanding aggregate principal amount of the Properties’: 8-7/8% to Senior Notes due March 15, 2011, 7% Notes due August 15, 2012, 7% Notes due August 15, 2007, 7.27% Medium Term Notes due February 26, 2007, 7.33% Medium Term Notes due April 1, 2008 (together with, to the extent not redeemed pursuant to Section 3.4, the Redemption Notes, collectively, the “Notes”) on the terms and conditions set forth in Section 3.3(a3.07(a) of the La Quinta Entities Disclosure Schedule prepared by Parent (or as may otherwise be agreed between the La Quinta Entities Company and Parent) and such other customary terms and conditions as are reasonably acceptable to Parent and the La Quinta Entities Company (including the related or stand-alone consent solicitations, collectively, the “Debt Offers”); provided that (Ai) this Agreement shall have not have been terminated in accordance with Section 9.19.01, (Bii) Properties the Company shall have received from Parent the completed Offer Documents (as defined below), which shall be in form and substance reasonably satisfactory to the La Quinta EntitiesCompany, and (Ciii) at the time of such commencement, Parent the Buyer Parties shall have otherwise performed or complied with all of its 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. Properties The Company and the Operating Partnership shall waive any of the conditions to the Debt Offers (other than that the Mergers shall have been consummated and that there shall be no Order order prohibiting consummation of the Debt Offers) as may be reasonably requested by Parent in writing and shall not, without the written consent of Parent, waive any condition to the Debt Offers or make any changes to the terms and conditions of the Debt Offers other than as agreed between Parent and Propertiesthe Company. Notwithstanding Neither the immediately preceding sentence, Properties Company nor the Operating Partnership need not make any change to the terms and conditions of the Debt Offers requested by Parent without their prior written consent, which shall not be unreasonably withheld, provided that decreases the price per Note such consent shall not be required for an increase in any consideration payable in the Debt Offers as set forth in Section 3.3(a) of the La Quinta Entities Disclosure Schedule or imposes conditions to the Debt Offers in addition to those set forth in Section 3.3(a) of the La Quinta Entities Disclosure Schedule for any change that are materially adverse to holders of the Notes, unless such change is approved by Properties in writingnot material.

Debt Offers. (a) Properties If, prior to the Closing Date, Parent or any of its Subsidiaries decides to commence a tender offer and/or consent solicitation in respect of some or all of the outstanding Company Senior Notes reasonably necessary or appropriate to facilitate the Transactions (each, a “Debt Offer”), Parent shall prepare all necessary and appropriate documentation in connection with such Debt Offers, including the offers to purchase and consent solicitation statements, letters of transmittal and other related documents (collectively, the “Offer Documents”). The Company agrees to use its reasonable best efforts to commenceprovide, on and shall use reasonable best efforts to cause its Subsidiaries and its and their respective Representatives to provide, reasonable cooperation in connection with the date 14 days prior preparation of the Offer Documents and the consummation of such Debt Offers (which are to be consummated at the Effective Time) including with respect to the estimated date Company’s execution of mailing supplemental indentures (either at the Proxy Statement or on any other date designated by Parent on at least five days notice Effective Time or, if earlier, conditioned upon the occurrence of the Effective Time) reflecting amendments to the La Quinta Entities, offers to purchase, and related consent solicitations with respect to, all indenture governing the Company Senior Notes taking effect as of the outstanding aggregate principal amount of the Properties’: 8-7/8% Notes due March 15, 2011, 7% Notes due August 15, 2012, 7% Notes due August 15, 2007, 7.27% Medium Term Notes due February 26, 2007, 7.33% Medium Term Notes due April 1, 2008 (together withEffective Time, to the extent not redeemed pursuant approved by any required consents of holders of the Company Senior Notes. All mailings to Section 3.4, the Redemption Notes, collectively, holders of the “Notes”) on Company Senior Notes in connection with the terms Debt Offers shall be subject to the prior review and conditions comment by the Company and Parent and shall be reasonably acceptable to each of them. If at any time prior to the completion of any Debt Offer any information in the applicable Offer Documents should be discovered by the Company or Parent that should be set forth in Section 3.3(a) an amendment or supplement to the Offer Documents, so that such Offer Documents 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 the La Quinta Entities Disclosure Schedule (circumstances under which they are made, not misleading, the party that discovers such information shall promptly notify the other parties, and an appropriate amendment or as may otherwise supplement describing such information shall be agreed between disseminated by Parent to the La Quinta Entities and Parent) and such other customary terms and conditions as are reasonably acceptable to holders of the Company Senior Notes. To the extent that the provisions of any applicable Law conflict with this Section 6.21, Parent and the La Quinta Entities (including Company shall comply with the related consent solicitations, collectively, the “Debt Offers”); provided that (A) applicable Law and shall not be deemed to have breached their obligations under this Agreement shall not have been terminated in accordance with Section 9.1, (B) Properties shall have received from by such compliance. Parent and Merger Sub acknowledge and agree that neither the completed Offer Documents (as defined below), which shall be in form and substance reasonably satisfactory to pendency nor the La Quinta Entities, and (C) at the time of such commencement, Parent shall have otherwise performed or complied with all of its agreements and covenants required by this Agreement to be performed on or prior to the time that the Debt Offers are to be commenced. Properties shall waive any of the conditions to the Debt Offers (other than that the Mergers shall have been consummated and that there shall be no Order prohibiting consummation of the any such Debt Offers) as may be reasonably requested by Parent and shall not, without the consent of Parent, waive any Offer is a condition to the Debt Offers Parent’s or make any changes to the terms and conditions of the Debt Offers other than as agreed between Parent and Properties. Notwithstanding the immediately preceding sentence, Properties need not make any change to the terms and conditions of the Debt Offers requested by Parent that decreases the price per Note payable in the Debt Offers as set forth in Section 3.3(a) of the La Quinta Entities Disclosure Schedule or imposes conditions to the Debt Offers in addition to those set forth in Section 3.3(a) of the La Quinta Entities Disclosure Schedule that are materially adverse to holders of the Notes, unless such change is approved by Properties in writingMerger Sub’s obligations under this Agreement.

Debt Offers. (a) Properties The Company and the Operating Partnership shall use its their respective reasonable best efforts to commence, on the date 14 days prior to the estimated date of mailing the Company Proxy Statement or on any other date designated by Parent on at least five days notice to the La Quinta EntitiesCompany, offers to purchase, and related consent solicitations with respect to, all of the outstanding aggregate principal amount of the Properties’: 8-7/8Company’s 9% Senior Notes due March 15, 2011, 72008 and the Company’s 9 1/8% Senior Notes due August 152011 (collectively, 2012the “Non-Callable Notes”) and, 7in Parent’s sole discretion, if the Asset Sale has not been consummated prior to the commencement of the Debt Offers (as defined below), the Company’s 10.50% Senior Notes due August 15, 2007, 7.27% Medium Term 2009 (other than the Redemption Notes due February 26, 2007, 7.33% Medium Term Notes due April 1, 2008 (as defined in Section 2.11(a)) (together with, to with the extent not redeemed pursuant to Section 3.4, the Redemption Non-Callable Notes, collectively, the “Notes”) on the terms and conditions set forth in Section 3.3(a2.10(a) of the La Quinta Entities Company Disclosure Schedule Letter (or as may otherwise be agreed between the La Quinta Entities Company and Parent) and such other customary terms and conditions as are reasonably acceptable to Parent and the La Quinta Entities Company (including the related consent solicitations, collectively, the “Debt Offers”); provided that (Ai) this Agreement shall have not have been terminated in accordance with Section 9.1Article VII, (Bii) Properties the Company shall have received from Parent the completed Offer Documents (as defined below), which shall be in form and substance reasonably satisfactory to the La Quinta EntitiesCompany, and (Ciii) at the time of such commencement, Parent the Purchaser Parties shall have otherwise performed or complied with all of its 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. Properties The Company and the Operating Partnership shall waive any of the conditions to the Debt Offers (other than that the Mergers shall have been consummated and that there shall be no Order prohibiting consummation of the Debt Offers) as may be reasonably requested by Parent and shall not, without the written consent of Parent, waive any condition to the Debt Offers or make any changes to the terms and conditions of the Debt Offers other than as agreed between Parent and Propertiesthe Company. Notwithstanding the immediately preceding sentence, Properties neither the Company nor the Operating Partnership need not make any change to the terms and conditions of the Debt Offers requested by Parent that decreases the price per Note payable in the Debt Offers as set forth in Section 3.3(a2.10(a) of the La Quinta Entities Company Disclosure Schedule Letter or imposes conditions to the Debt Offers in addition to those set forth in Section 3.3(a2.10(a) of the La Quinta Entities Company Disclosure Schedule Letter that are materially adverse to the holders of the Notes, unless such change is approved by Properties the Company in writing.

Debt Offers. (a) Properties As soon as reasonably practicable after the receipt of any written request by Parent to do so and at the expense of Parent, the Company shall use its commercially reasonable best efforts to commence(i) commence an offer to purchase for cash, on the date 14 days prior to the estimated date of mailing the Proxy Statement or on any other date designated by Parent on at least five days notice to the La Quinta Entities, offers to purchase, and related consent solicitations with respect to, to any or all of the outstanding aggregate principal amount of the Properties’: 8-7/8% Notes due March 15, 2011, 7% Notes due August 15, 2012, 7% Notes due August 15, 2007, 7.27% Medium Term Notes due February 26, 2007, 7.33% Medium Term Notes due April 1, 2008 senior notes of the Company set forth in Section 6.15 of the Company Disclosure Schedule (together with, the “Company Notes”) (each an “Offer to the extent not redeemed pursuant to Section 3.4, the Redemption Notes, Purchase” and collectively, the “NotesOffers to Purchase”) and/or to conduct consent solicitations with respect to the Company Notes regarding certain proposed amendments to the Indenture (the “Indenture Amendments”) as reasonably requested by Parent (the “Consent Solicitation” and, together with the Offer to Purchase, the “Debt Offer”), in each case, on such terms and conditions, including pricing terms and amendments to the terms and provisions of the Indenture, that are specified, from time to time, by Parent; provided that, in any event, Parent and the Company hereby agree that (i) the terms and conditions set forth in Section 3.3(a) of the La Quinta Entities Disclosure Schedule Offer to Purchase shall provide that the closing thereof shall be contingent upon the consummation of the Merger at the Effective Time and in no event shall the Company be required to purchase any Notes prior to the Effective Time, (or as may otherwise be agreed between ii) the La Quinta Entities and Parent) and such other customary terms and conditions as are reasonably acceptable to Parent and the La Quinta Entities (including the related consent solicitations, collectively, the “Debt Offers”); provided that (A) this Agreement Company shall not have been terminated in accordance with Section 9.1, (B) Properties be required to commence any Debt Offer until Parent shall have received from Parent provided the completed Offer Documents (as defined below), which Company with draft documentation and final documents shall be in form and substance reasonably satisfactory to the La Quinta EntitiesCompany (and any legal opinions required by the Debt Offers shall be provided by Parent’s counsel, provided, that if requested by Parent, the Company’s counsel shall provide all customary legal opinions required in connection with the transactions contemplated by this Section 6.15 to the extent such legal opinion is required to be delivered prior to the Closing Date (notwithstanding the foregoing, in no event shall the Company or its legal counsel be required to give an opinion with respect to a Debt Offer that in the opinion of the Company or its legal counsel does not comply with applicable Laws or the applicable indenture, or an opinion with respect to financing by Parent)), (iii) the terms and conditions specified by Parent for the Debt Offer shall be in compliance with the Indenture, the Company Credit Agreement and any applicable Law (including the requirements of Rule 14e-1 promulgated under the Exchange Act and the Trust Indenture Act of 1939, as amended), (iv) the Company shall use its commercially reasonable efforts to cause the trustee to agree to proceed with the redemption of the Company Notes at least 35 days (or such shorter period as the trustee may agree to) before the expected redemption date (which shall not be prior to the Effective Time), which notices to holders, to the extent applicable, may be subject to one or more conditions precedent, and use commercially reasonable efforts to cause the trustee to provide such notice to holders of such Company Notes substantially concurrently with the completion of the Closing, (v) the Company shall provide Parent the opportunity to review and comment on each of the notices and other documents contemplated by the foregoing sub-clause (iv) reasonably in advance of their delivery, and (Cvi) at the time Company shall use commercially reasonable best efforts to take all other actions and prepare and deliver all other documents (including any officers certificates) as may be required under the Indenture to (A) issue an irrevocable notice of such commencement, Parent shall have otherwise performed or complied with all of its agreements and covenants required by this Agreement to be performed redemption providing for the redemption on or after the Closing Date (but in no event shall such redemption occur prior to the time that Effective Time) of the outstanding aggregate principal amount of the Company Notes (together with all accrued and unpaid interest and applicable premiums related to the Company Notes) pursuant to the applicable provisions of the Indenture and (B) cause the satisfaction and discharge of the Indenture and the Company Notes substantially concurrently with the Closing (but in no event prior to the Effective Time) (subject to the irrevocable deposit with the trustee on the Closing Date of funds sufficient to pay in full the outstanding aggregate principal amount of, accrued and unpaid interest through the redemption date on, and applicable premiums related to, the Company Notes, as arranged by, and at the expense of, Parent). Parent shall assist the Company in connection with the foregoing as reasonably requested by the Company. Subject to the preceding sentence, the Company shall, and shall cause its subsidiaries to, and shall use its commercially reasonable efforts to cause their respective Representatives to, provide all cooperation reasonably requested by Parent in connection with the Debt Offers are to be commencedOffers. Properties The Company shall waive any of the conditions to the Debt Offers (other than that the Mergers shall have been consummated and that there shall be no Order prohibiting consummation of the Debt Offers) as may be reasonably requested by Parent in writing that after consultation with its legal counsel the Company determines can be legally waived (other than that the Merger shall have been consummated) and shall not, without the written consent of Parent, waive any condition to the Debt Offers or make any changes to the terms and conditions of the Debt Offers other than as agreed between Parent and Properties. Notwithstanding the immediately preceding sentence, Properties need not make any change to the terms and conditions of the Debt Offers requested by Parent that decreases the price per Note payable in the Debt Offers as set forth in Section 3.3(a) of the La Quinta Entities Disclosure Schedule or imposes conditions to the Debt Offers in addition to those set forth in Section 3.3(a) of the La Quinta Entities Disclosure Schedule that are materially adverse to holders of the Notes, unless such change is approved by Properties in writingOffers.

Debt Offers. (a) Properties Subject to the provisions hereof, Parent may, at any time, commence and conduct offers to purchase or exchange, including any “Change of Control Offer” (as such term is defined in the applicable Indenture (as defined below)) and conduct consent solicitations with respect to, any or all of (i) the 6.650% Senior Notes due 2018 (the “2018 Notes”) issued pursuant to that supplemental indenture dated as of May 22, 2008, between the Company and The Bank of New York Trust Company, N.A., as trustee (the “2018 Supplemental Indenture”), supplementing that certain indenture, dated as of May 22, 2008, between the Company and The Bank of New York Trust Company, N.A., as trustee (the “2018 Indenture”), and (ii) the 5.125% Senior Notes due 2020 (the “2020 Notes” and, together with the 2018 Notes, the “Notes”), issued pursuant to that supplemental indenture dated as of March 4, 2013 between the Company, Wilmington Trust, National Association, as trustee (the “2020 Supplemental Indenture”), supplementing that certain indenture dated as of March 4, 2013, between the Company and Wilmington Trust, National Association, as trustee (the “2020 Indenture” and, together with the 2018 Indenture, the “Indentures”), in each case on such terms and conditions, including pricing terms and amendments to the terms and provisions of the applicable Indenture, that are specified, from time to time, by Parent (each, a “Debt Offer” and collectively, the “Debt Offers”) and which are permitted by the terms of such Notes, the applicable Indentures and applicable Law, including SEC rules and regulations; provided, that any such Debt Offer (and any amendment of any Indenture in connection therewith) shall be consummated substantially simultaneously with or after the Closing using funds provided by Parent. Parent shall consult with the Company regarding the material terms and conditions of any Debt Offer, including the timing and commencement of any Debt Offer and any tender or consent deadlines. Parent shall not commence any Debt Offer until Parent shall have provided the Company with the relevant offer to purchase, consent solicitation statement, letter of transmittal or press release, if any, 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 such Debt Offer Documents. In addition, Parent shall not commence any Debt Offer until the date that is twenty (20) days prior to the first date on which the Company and Parent reasonably expect the Closing may occur. The closing of the Debt Offers shall be expressly conditioned on the occurrence of the Closing. Subject to the remainder of this Section 5.14, the Company shall, and shall cause its Subsidiaries to, and shall use its reasonable best efforts to commencecause its and their respective officers, on the date 14 days prior directors, employee, attorneys, accountants and other Representatives to, use reasonable best efforts to the estimated date of mailing the Proxy Statement or on any other date designated provide all reasonable cooperation reasonably requested by Parent on at least five days notice to the La Quinta Entities, offers to purchase, and related consent solicitations in connection with respect to, all of the outstanding aggregate principal amount of the Properties’: 8-7/8% Notes due March 15, 2011, 7% Notes due August 15, 2012, 7% Notes due August 15, 2007, 7.27% Medium Term Notes due February 26, 2007, 7.33% Medium Term Notes due April 1, 2008 any Debt Offer (together withincluding, to the extent not redeemed required by the policies or procedures of the Depository Trust Company in connection with any consent solicitation that is part of any Debt Offer, the Company conducting any such consent solicitation pursuant to materials provided by Parent and reasonably satisfactory to the Company); provided, that neither the Company nor counsel for the Company shall be required to furnish (i) any legal opinions other than, following a consent solicitation, to the applicable trustee pursuant to Section 3.49.04 of the 2018 Indenture or Section 9.04 of the 0000 Xxxxxxxxx or any negative assurance letters in connection with the Debt Offers or (ii) any nonpublic information relating to the Company or any Company Subsidiary for use in any Debt Offer Document or otherwise in connection with any Debt Offer (and no such information shall be so used without the Company’s prior written consent). The dealer manager, solicitation agent, information agent, depositary or other agent retained in connection with the Debt Offers will be selected by Parent after consultation with the Company and their fees and out-of-pocket expenses will be paid directly by Parent. Notwithstanding anything to the contrary set forth in this Agreement, the Redemption Notes, collectively, the “Notes”) on the terms and conditions condition set forth in Section 3.3(a) of the La Quinta Entities Disclosure Schedule (or as may otherwise be agreed between the La Quinta Entities and Parent) and such other customary terms and conditions as are reasonably acceptable to Parent and the La Quinta Entities (including the related consent solicitations, collectively, the “Debt Offers”); provided that (A) this Agreement shall not have been terminated in accordance with Section 9.1, (B) Properties shall have received from Parent the completed Offer Documents (as defined below6.2(b), which as it applies to the Company’s obligations under this Section 5.14(a), shall be in form and substance reasonably satisfactory to the La Quinta Entities, and (C) at the time of such commencement, Parent shall have otherwise performed or complied with all of its agreements and covenants required by this Agreement to be performed on or prior to the time that the Debt Offers are to be commenced. Properties shall waive any of the conditions to the Debt Offers (other than that the Mergers shall have been consummated and that there shall be no Order prohibiting consummation of the Debt Offers) as may be reasonably requested by Parent and shall not, without the consent of Parent, waive any condition to the Debt Offers or make any changes to the terms and conditions of the Debt Offers other than as agreed between Parent and Properties. Notwithstanding the immediately preceding sentence, Properties need not make any change to the terms and conditions of the Debt Offers requested by Parent that decreases the price per Note payable in the Debt Offers as set forth in Section 3.3(a) of the La Quinta Entities Disclosure Schedule or imposes conditions to the Debt Offers in addition to those set forth in Section 3.3(a) of the La Quinta Entities Disclosure Schedule that are materially adverse to holders of the Notes, unless such change is approved by Properties in writingdeemed satisfied.

Debt Offers. (a) Properties As soon as reasonably practicable after the receipt of any written request by Parent to do so and at the expense of Parent, the Company shall use its commercially reasonable best efforts to commence(i) commence an offer to purchase for cash, on the date 14 days prior to the estimated date of mailing the Proxy Statement or on any other date designated by Parent on at least five days notice to the La Quinta Entities, offers to purchase, and related consent solicitations with respect to, to any or all of the outstanding aggregate principal amount of the Properties’: 8-7/8% Notes due March 15, 2011, 7% Notes due August 15, 2012, 7% Notes due August 15, 2007, 7.27% Medium Term Notes due February 26, 2007, 7.33% Medium Term Notes due April 1, 2008 senior notes of the Company set forth in Section 6.15 of the Company Disclosure Schedule (together with, the “Company Notes”) (each an “Offer to the extent not redeemed pursuant to Section 3.4, the Redemption Notes, Purchase” and collectively, the “NotesOffers to Purchase”) and/or to conduct consent solicitations with respect to the Company Notes regarding certain proposed amendments to the Indenture (the “Indenture Amendments”) as reasonably requested by Parent (the “Consent Solicitation” and, together with the Offer to Purchase, the “Debt Offer”), in each case, on such terms and conditions, including pricing terms and amendments to the terms and provisions of the Indenture, that are specified, from time to time, by Parent; provided that, in any event, Parent and the Company hereby agree that (i) the terms and conditions set forth in Section 3.3(a) of the La Quinta Entities Disclosure Schedule Offer to Purchase shall provide that the closing thereof shall be contingent upon the consummation of the Merger at the Effective Time and in no event shall the Company be required to purchase any Notes prior to the Effective Time, (or as may otherwise be agreed between ii) the La Quinta Entities and Parent) and such other customary terms and conditions as are reasonably acceptable to Parent and the La Quinta Entities (including the related consent solicitations, collectively, the “Debt Offers”); provided that (A) this Agreement Company shall not have been terminated in accordance with Section 9.1, (B) Properties be required to commence any Debt Offer until Parent shall have received from Parent provided the completed Offer Documents (as defined below), which Company with draft documentation and final documents shall be in form and substance reasonably satisfactory to the La Quinta Entities, Company (and (C) at the time of such commencement, Parent shall have otherwise performed or complied with all of its agreements and covenants any legal opinions required by the Debt Offers shall be provided by Parent’s counsel, provided, that if requested by Parent, the Company’s counsel shall provide all customary legal opinions required in connection with the transactions contemplated by this Agreement Section 6.15 to the extent such legal opinion is required to be performed on or delivered prior to the time Closing Date (notwithstanding the foregoing, in no event shall the Company or its legal counsel be required to give an opinion with respect to a Debt Offer that in the Debt Offers are to be commenced. Properties shall waive any opinion of the conditions Company or its legal counsel does not comply with applicable Laws or the applicable indenture, or an opinion with respect to the Debt Offers financing by Parent)), (other than that the Mergers shall have been consummated and that there shall be no Order prohibiting consummation of the Debt Offersiii) as may be reasonably requested by Parent and shall not, without the consent of Parent, waive any condition to the Debt Offers or make any changes to the terms and conditions of specified by Parent for the Debt Offers other than Offer shall be in compliance with the Indenture, the Company Credit Agreement and any applicable Law (including the requirements of Rule 14e-1 promulgated under the Exchange Act and the Trust Indenture Act of 1939, as agreed between Parent and Properties. Notwithstanding the immediately preceding sentence, Properties need not make any change to the terms and conditions of the Debt Offers requested by Parent that decreases the price per Note payable in the Debt Offers as set forth in Section 3.3(a) of the La Quinta Entities Disclosure Schedule or imposes conditions to the Debt Offers in addition to those set forth in Section 3.3(a) of the La Quinta Entities Disclosure Schedule that are materially adverse to holders of the Notes, unless such change is approved by Properties in writing.amended),

Debt Offers. (a) Properties The Company shall use its reasonable best efforts to commence, on the date 14 days prior to the estimated date of mailing the Proxy Statement or on any other date designated by Parent on at least five days notice to the La Quinta EntitiesCompany, offers to purchase, and related consent solicitations with respect to, all of the outstanding aggregate principal amount of the Properties’Company's: 8-7/8(i) 9.15% Senior Subordinated Notes due March 15, 2011, 7% Notes due August 15, 2012, 7% Notes due August 15, 2007, 7.27% Medium Term Notes due February 26, 2007, 7.33% Medium Term Notes due April 1, 2008 (together with, to the extent not redeemed pursuant to Section 3.4, the Redemption "9.15% Senior Subordinated Notes, collectively, the “Notes”") on the terms and conditions set forth in Section 3.3(a2.06(a) of the La Quinta Entities Company Disclosure Schedule (or as may otherwise be agreed between the La Quinta Entities Company and Parent) and such other customary terms and conditions as are reasonably acceptable to Parent and the La Quinta Entities Company (including the related consent solicitations, collectivelysolicitation, the “"9.15% Debt Offer"), and (ii) 9.875% Senior Subordinated Notes due 2011 the "9.875% Senior Subordinated Notes" and, together with the 9.15% Senior Subordinated Notes, the "Notes") on the terms and conditions set forth in Section 2.06(a) of the Company Disclosure Schedule (or as may be agreed between the Company and Parent) and such other customary terms and conditions as are reasonably acceptable to Parent and the Company (including the related consent solicitation, the "9.875% Debt Offer" and, together with the 9.15% Debt Offer, the "Debt Offers”"); provided that (A) this Agreement shall not have been terminated in accordance with Section 9.18.01, (B) Properties the Company shall have received from Parent the completed Offer Documents (as defined below), which shall be in form and substance reasonably satisfactory to the La Quinta EntitiesCompany, and (C) at the time of such commencement, Parent shall have otherwise performed or complied with all of its agreements and covenants required by this Agreement to be performed on or prior to the time that the Debt Offers are to be commenced. Properties The Company shall waive any of the conditions to the Debt Offers (other than that the Mergers Merger shall have been consummated and that there shall be no Order order or injunction prohibiting consummation of the Debt Offers) as may be reasonably requested by Parent and shall not, without the consent of Parent, waive any condition to the Debt Offers or make any changes to the terms and conditions of the Debt Offers other than as agreed between Parent and Propertiesthe Company. Notwithstanding the immediately preceding sentence, Properties the Company need not make any change to the terms and conditions of the Debt Offers requested by Parent that decreases the price per 9.15% Senior Subordinated Note or 9.875% Senior Subordinated Note payable in the Debt Offers as set forth in Section 3.3(a) of the La Quinta Entities Disclosure Schedule or related consent solicitations or imposes conditions to the Debt Offers or related consent solicitations in addition to those set forth in Section 3.3(a2.06(a) of the La Quinta Entities Company Disclosure Schedule that are materially adverse to holders of the Notes, unless such change is approved by Properties the Company in writing.

Debt Offers. (a) Properties The Company and the Operating Partnership shall use its their respective commercially reasonable best efforts to commence, on commence as promptly as practicable following the date 14 days prior of receipt of the Offer Documents from Parent pursuant to subparagraph (ii) below and instructions from Parent to commence the estimated date of mailing the Proxy Statement or on any other date designated by Parent on at least five days notice to the La Quinta EntitiesDebt Offers, offers to purchase, and related consent solicitations with respect to, all of the outstanding aggregate principal amount of the Properties’: 8-7/8% Senior Notes due March 15, 2011, 7% Notes due August 15, 2012, 7% Notes due August 15, 2007, 7.27% Medium Term Notes due February 26, 2007, 7.33% Medium Term Notes due April 1, 2008 (together with, to the extent not redeemed pursuant to Section 3.4, the Redemption Notes, collectively, the “Notes”) on the terms and conditions set forth in Section 3.3(a3.07(a) of the La Quinta Entities Disclosure Schedule (or as may otherwise be agreed between the La Quinta Entities Company and Parent) and such other customary terms and conditions as are reasonably acceptable to Parent and the La Quinta Entities Company (including the related consent solicitations, collectively, the “Debt Offers”); provided that (Ai) this Agreement shall have not have been terminated in accordance with Section 9.19.01, (Bii) Properties the Company shall have received from Parent the completed Offer Documents (as defined below), which shall be in form and substance reasonably satisfactory to the La Quinta EntitiesCompany, and (Ciii) at the time of such commencement, Parent the Buyer Parties shall have otherwise performed or complied with all of its 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. Properties The Company and the Operating Partnership shall waive any of the conditions to the Debt Offers (other than that the Mergers shall have been consummated and that there shall be no Order order prohibiting consummation of the Debt Offers) as may be reasonably requested by Parent and shall not, without the written consent of Parent, waive any condition to the Debt Offers or make any changes to the terms and conditions of the Debt Offers other than as agreed between Parent and Propertiesthe Company. Notwithstanding Neither the immediately preceding sentence, Properties Company nor the Operating Partnership need not make any change to the terms and conditions of the Debt Offers requested by Parent without their prior written consent, which shall not be unreasonably withheld, provided that decreases the price per Note such consent shall not be required for an increase in any consideration payable in the Debt Offers as set forth in Section 3.3(a) of the La Quinta Entities Disclosure Schedule or imposes conditions to the Debt Offers in addition to those set forth in Section 3.3(a) of the La Quinta Entities Disclosure Schedule for any change that are materially adverse to holders of the Notes, unless such change is approved by Properties in writingnot material.