Common use of Debt Tender Clause in Contracts

Debt Tender. (a) On such date designated by Parent (which shall be at least three Business Days after the date on which the Company received such notice from Parent), the Company shall commence a tender offer and Consent Solicitation (the “Debt Offer”) for all of the outstanding 95/8% Senior Secured Notes due 2010 of the Company (the “Notes”) upon the terms and conditions set forth in Schedule 8.08 of the Company Disclosure Schedule, and otherwise in compliance with Applicable Law and SEC rules and regulations, and Parent and Merger Subsidiary shall assist the Company in connection therewith. (b) Promptly after the date of this Agreement, Parent shall prepare all necessary and appropriate documentation in connection with the Debt Offer, including the offer to purchase, related letters of transmittal and other related documents (collectively, the “Offer Documents”). Parent and the Company shall cooperate with each other in the preparation of the Offer Documents. All mailings to the holders of the Notes in connection with the Debt Offer shall be subject to the prior review and comment by each of the Company and Parent and shall be reasonably acceptable to each of them. The Company, Parent and Merger Subsidiary shall cooperate in connection with the Debt Offer in order to cause the consent date under the Consent Solicitation and initial settlement of the Debt Offer to occur simultaneously with the Closing. The Company shall, and shall cause its applicable Subsidiaries to, waive any of the conditions to the Debt Offer (other than that the conditions to the consummation of the Merger shall have been satisfied or waived and that there shall be no order or injunction prohibiting consummation of the Debt Offer) as may be reasonably requested by Parent and shall not, without the consent of Parent, waive any condition to the Debt Offer or make any changes to the terms and conditions of the Debt Offer other than as agreed between Parent and the Company. Notwithstanding the immediately preceding sentence, the Company need not make any change to the terms and conditions of the Debt Offer requested by Parent that decreases the price per Note payable in the Debt Offer or imposes conditions to the Debt Offer in addition to those set forth in Schedule 8.08 of the Company Disclosure Schedule that are materially adverse to holders of the Notes, unless such change is approved by the Company in writing. If, at any time prior to the completion of the Debt Offer, any information in the Offer Documents should be discovered by the Company or Parent that should be set forth in an amendment or supplement to the Offer Documents, so that the 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 circumstances under which they are made, not misleading, the party that discovers such information shall promptly notify the other party, and an appropriate amendment or supplement describing such information shall be disseminated by the Company to the holders of the Notes. Notwithstanding anything to the contrary in this Section 8.08(b), the Company shall comply with the requirements of Rule 14e-l under the 1934 Act and any other Applicable Law to the extent such laws are applicable in connection with the Debt Offer. To the extent that the provisions of any Applicable Law conflict with this Section 8.08(b), the Company shall comply with the Applicable Law and shall not be deemed to have breached its obligations hereunder by such compliance. (c) Promptly upon the receipt of the Requested Consents with respect to the indenture for the Notes, the Company shall enter into a supplemental indenture reflecting the amendments to such indenture approved by such Requested Consents and will use its reasonable best efforts to cause the indenture trustee to promptly enter into such supplemental indenture; provided, that the amendments contained in such supplemental indenture shall become operative upon the acceptance of the Debt Offer. The closing of the Debt Offer shall be conditioned on the simultaneous occurrence of the Closing. Simultaneously with the Closing and in accordance with the terms of the Debt Offer, Parent shall provide to the Company the funds necessary to consummate the Debt Offer and Consent Solicitation (including the payment of all applicable premiums, consent fees and all related fees and expenses) and the Company shall accept for purchase and use such funds to purchase the Notes tendered in the Debt Offer. (d) If requested by Parent, the Company shall enter into one or more dealer manager agreements with such Persons as Parent shall reasonably request. Parent shall pay the reasonable fees and expenses of any dealer manager, information agent, depositary or other agent retained in connection with the Debt Offer. (e) For purposes of this Agreement, “Consent Solicitation” shall mean a solicitation of the Requested Consents from the holders of the Notes; and “Requested Consents” shall mean the consents of holders of a majority in principal amount of the Notes to the amendments to the indenture in respect of the Notes described in Schedule 8.08 of the Company Disclosure Schedule.

Debt Tender. (a) On such date designated by Parent (which Provided that this Agreement shall be at least three Business Days after the date on which the Company received such notice from Parent)not have been terminated in accordance with Section 9.1, the Company shall shall, upon receiving any request by Purchaser to do so, promptly commence a tender or cause to be commenced an offer to purchase, and related consent solicitations (the “Consent Solicitation Solicitation”) with respect to all of the outstanding aggregate principal amount of Accellent Corp.’s 10% Senior Subordinated Notes due 2012 (the “10% Senior Subordinated Notes”) on price terms that are acceptable to Purchaser and such other customary terms and conditions as are reasonably acceptable to Purchaser (including the related consent solicitation, the “Debt Offer”) for all of the outstanding 95/8% Senior Secured Notes due 2010 of the Company (the “Notes”) upon the terms and conditions set forth in Schedule 8.08 of the Company Disclosure Schedule, and otherwise in compliance with Applicable Law and SEC rules and regulations, and Parent and Merger Subsidiary shall assist the Company in connection therewith. (b) Promptly after the date of this Agreement, Parent shall prepare all necessary and appropriate documentation in connection with the Debt Offer, including the offer to purchase, related letters of transmittal and other related documents (collectively, the “Offer Documents”). Parent and Such Consent Solicitation shall seek to eliminate substantially all the Company shall cooperate with each other in the preparation of the Offer Documents. All mailings restrictive covenants contained therein (as reasonably agreed to the holders of the Notes in connection with the Debt Offer shall be subject to the prior review and comment by each of the Company and Parent the Purchaser and shall be reasonably acceptable to each of them. The Company, Parent and Merger Subsidiary shall cooperate in connection a manner consistent with the Debt Offer in order to cause the consent date under the Consent Solicitation and initial settlement of the Debt Offer to occur simultaneously with the Closingprovisions set forth on Schedule 3.9). The Company shall, and shall cause its applicable Subsidiaries to, waive any of the conditions to the Debt Offer (other than that the conditions to the consummation of the Merger shall have been satisfied or waived and that there shall be no order or injunction prohibiting consummation of the Debt Offer) as may be reasonably requested by Parent Purchaser (other than the condition that the Debt Offer is conditioned on the Closing of the Merger and the transactions contemplated hereby) and shall not, without the consent of ParentPurchaser, waive any condition to the Debt Offer or make any changes to the terms and conditions of the Debt Offer other than as agreed between Parent Purchaser and the Company. Notwithstanding ). (b) The Company covenants and agrees that, immediately following the consent expiration date, assuming the requisite consents are received, it shall cause Accellent Corp. to execute a supplemental indenture to the indenture governing the 10% Senior Subordinated Notes, which supplemental indenture shall implement the amendments set forth in the Offer Documents (as hereinafter defined) and shall become operative immediately preceding sentenceprior to the Effective Time, the Company need not make any change subject to the terms and conditions of this Agreement (including the Debt Offer requested by Parent that decreases the price per Note payable in the Debt Offer or imposes conditions to the Debt Offer). Concurrent with the Closing, Purchaser shall cause the Company to accept for payment and thereafter promptly pay for properly tendered and not withdrawn 10% Senior Subordinated Notes. Unless otherwise agreed by the Company, no Debt Offer shall be required to close prior to the Closing. (c) Promptly after the date of this Agreement, the Company shall prepare or cause to be prepared all necessary and appropriate documentation in addition connection with the Debt Offer, including the offer to those set forth purchase, related letter of transmittal and other related documents (collectively, the “Offer Documents”). Purchaser and the Company shall cooperate with each other in Schedule 8.08 the preparation of the Company Disclosure Schedule that are materially adverse Offer Documents. All mailings to the holders of the Notes, unless such change is approved 10% Senior Subordinated Notes in connection with the Debt Offer shall be subject to the prior review and comment by the Company in writingand Purchaser and shall be reasonably acceptable to each of them. If, If at any time prior to the completion of the Debt Offer, Offer any information in the Offer Documents should be discovered by the Company or Parent that Purchaser which should be set forth in an amendment or supplement to the Offer Documents, so that the 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 circumstances under which they are made, not misleading, the party that discovers such information shall promptly notify the other party, and an appropriate amendment or supplement describing such information shall be disseminated by the Company to the holders of the 10% Senior Subordinated Notes. Notwithstanding anything to the contrary in this Section 8.08(b)3.9, the Company shall comply with the requirements of Rule 14e-l 14e-1 under the 1934 Exchange Act and any other Applicable applicable Law to the extent such laws Laws are applicable in connection with the Debt Offer. To the extent that the provisions of any Applicable applicable Law conflict with this Section 8.08(b)3.9, the Company shall comply with the Applicable applicable Law and shall not be deemed to have breached its obligations hereunder by such compliance. (cd) Promptly upon In the receipt event that this Agreement is terminated pursuant to Section 9.1 other than as a result of a breach of this Agreement by the Requested Consents with respect to Company, then the indenture for the Notes, Purchaser shall promptly reimburse the Company shall enter into a supplemental indenture reflecting the amendments to such indenture approved by such Requested Consents and will use its for any reasonable best efforts to cause the indenture trustee to promptly enter into such supplemental indenture; providedout-of-pocket costs, that the amendments contained in such supplemental indenture shall become operative upon the acceptance of the Debt Offer. The closing of the Debt Offer shall be conditioned on the simultaneous occurrence of the Closing. Simultaneously with the Closing and in accordance with the terms of the Debt Offer, Parent shall provide to the Company the funds necessary to consummate the Debt Offer and Consent Solicitation (including the payment of all applicable premiums, consent fees and all related fees and expenses) and the Company shall accept for purchase and use such funds to purchase the Notes tendered in the Debt Offer. (d) If requested by Parent, the Company shall enter into one or more dealer manager agreements with such Persons as Parent shall reasonably request. Parent shall pay the reasonable fees and expenses of any dealer manager, information agent, depositary incurred by the Company or other agent retained its Subsidiaries in connection with the Debt Offer. (e) For purposes of this Agreement, “Consent Solicitation” Offer and shall mean a solicitation of indemnify the Requested Consents from Company for any liabilities incurred by the holders of the Notes; and “Requested Consents” shall mean the consents of holders of a majority in principal amount of the Notes Company pursuant to the amendments Debt Offer, except to the indenture in respect extent that the Company’s actions are inconsistent with the instructions of the Notes described in Schedule 8.08 of the Company Disclosure SchedulePurchaser.

Debt Tender. (a) On such date designated by Parent (which shall be at least three Business Days As soon as practicable after the date on which hereof and promptly upon the Company received such notice from Parent)request of Acquiror, the Company and Rexnord Corporation shall commence a tender offer and Consent Solicitation (the “Debt Tender Offer”) for all of the outstanding 95/8% Senior Secured Subordinated Notes due 2010 of the Company (the “Notes”) upon on the terms and conditions set forth in Schedule 8.08 of the Company Disclosure Schedule7.5, and otherwise in compliance with Applicable Law and SEC rules and regulations, and Parent Acquiror and Merger Subsidiary Sub shall assist the Company and Rexnord Corporation in connection therewith. (b) Promptly after the date of this Agreement, Parent Acquiror shall prepare all necessary and appropriate documentation in connection with the Debt Tender Offer, including the offer to purchase, related letters of transmittal and other related documents (collectively, the “Offer Documents”). Parent Acquiror and the Company and Rexnord Corporation shall cooperate cooperate, and shall use commercially reasonable efforts to cause their respective advisors and representatives to cooperate, with each other in the preparation of the Offer Documents. All mailings to the holders of the Senior Subordinated Notes in connection with the Debt Tender Offer shall be subject to the prior review and comment by each of the Company and Parent Acquiror and shall be reasonably acceptable to each of them. The Company, Parent Acquiror and Merger Subsidiary Sub shall cooperate in connection with the Debt Tender Offer in order to cause the consent date under the Consent Solicitation and initial settlement of the Debt Tender Offer to occur simultaneously with the Closing. The Company shall, and shall cause its applicable Subsidiaries to, waive any Closing of the conditions to the Debt Offer (other than that the conditions to the consummation of the Merger shall have been satisfied or waived and that there shall be no order or injunction prohibiting consummation of the Debt Offer) as may be reasonably requested by Parent and shall not, without the consent of Parent, waive any condition to the Debt Offer or make any changes to the terms and conditions of the Debt Offer other than as agreed between Parent and the Company. Notwithstanding the immediately preceding sentence, the Company need not make any change to the terms and conditions of the Debt Offer requested by Parent that decreases the price per Note payable in the Debt Offer or imposes conditions to the Debt Offer in addition to those set forth in Schedule 8.08 of the Company Disclosure Schedule that are materially adverse to holders of the Notes, unless such change is approved by the Company in writing. If, at any time prior to the completion of the Debt Offer, any information in the Offer Documents should be discovered by the Company or Parent that should be set forth in an amendment or supplement to the Offer Documents, so that the 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 circumstances under which they are made, not misleading, the party that discovers such information shall promptly notify the other party, and an appropriate amendment or supplement describing such information shall be disseminated by the Company to the holders of the Notes. Notwithstanding anything to the contrary in this Section 8.08(b), the Company shall comply with the requirements of Rule 14e-l under the 1934 Act and any other Applicable Law to the extent such laws are applicable in connection with the Debt Offer. To the extent that the provisions of any Applicable Law conflict with this Section 8.08(b), the Company shall comply with the Applicable Law and shall not be deemed to have breached its obligations hereunder by such complianceMerger. (c) Promptly upon the receipt of the Requested Consents with respect to the indenture for the Senior Subordinated Notes, the Company shall cause Rexnord Corporation to enter into a supplemental indenture reflecting the amendments to such indenture approved by such Requested Consents and will use its reasonable best efforts to cause the indenture trustee to promptly enter into such supplemental indenture; provided, that the amendments contained in such supplemental indenture shall become effective upon signing, but not operative upon until the acceptance of the Debt Tender Offer. The closing of the Debt Tender Offer shall be conditioned on the simultaneous occurrence of the Closing. Simultaneously with the Closing and in accordance with the terms of the Debt Tender Offer, Parent Acquiror shall provide to the Company Rexnord Corporation the funds necessary to consummate the Debt Tender Offer and Consent Solicitation (including the payment of all applicable premiums, consent fees and all related fees and expenses) and the Company Rexnord Corporation shall accept for purchase and use such funds to purchase the Senior Subordinated Notes tendered in the Debt OfferTender Offer (the “Tendered Notes”). (d) If requested by ParentAcquiror, the Company shall cause Rexnord Corporation to enter into one or more dealer manager agreements with such Persons as Parent Acquiror shall reasonably request. Parent , Acquiror shall pay the reasonable fees and expenses of any dealer manager, information agent, depositary or other agent retained in connection with the Debt Tender Offer. Notwithstanding the foregoing, the Company shall not be obligated to require Rexnord Corporation to agree to cause its counsel to provide any 10b-5 negative assurance letters or other opinions with regard to the Offer Documents with any such dealer manager pursuant to such dealer manager agreement(s). (e) For purposes of this Agreement, “Consent Solicitation” shall mean a solicitation of the Requested Consents from the holders of the Senior Subordinated Notes; and “Requested Consents” shall mean the consents of holders of a majority in principal amount of the Senior Subordinated Notes to the amendments to the indenture in respect of the Senior Subordinated Notes described in Schedule 8.08 of the Company Disclosure Schedule7.5.

Debt Tender. (a) On such date designated by Parent (which Provided that this Agreement shall be at least three Business Days after the date on which the Company received such notice from Parent)not have been terminated in accordance with Section 10.1, the Company shall shall, upon receiving any written request by Parent to do so, promptly commence or cause to be commenced an offer to purchase, and a tender offer related consent solicitation (the “Consent Solicitation”) with respect to, all of the outstanding aggregate principal amount of PETCO Animal Supplies Stores, Inc.’s 10.75% Senior Subordinated Notes due 2011 (the “2011 Notes”) on price terms that are acceptable to Parent and Consent Solicitation such other customary terms and conditions as are reasonably acceptable to the Company and Parent (including the related consent solicitation, the “Debt Offer”); provided, however, in lieu of the Debt Offer, if Parent so elects, immediately prior to the Closing and using funds provided (or caused to be provided) for by Parent, the Company shall effect, or cause to be effected, a covenant defeasance of the 2011 Notes pursuant to Section 8.03 of the Indenture, dated as of October 26, 2001, by and among PETCO Animal Supplies Stores, Inc., U.S. Bank N.A., as trustee, and the guarantors thereto (as amended, supplemented or otherwise modified, the “Indenture”) governing the 2011 Notes. The Consent Solicitation shall seek to obtain the waiver of and eliminate all of the outstanding 95/8% Senior Secured Notes due 2010 restrictive covenants contained in the Indenture (as reasonably agreed to by the Company and Parent and in a manner consistent with the provisions set forth on Section 8.6 of the Disclosure Letter and as are reasonably required to consummate the transactions contemplated hereby, including the Financing). The Company shall waive any of the conditions to the Debt Offer as may be reasonably requested by Parent (other than the “Notes”) upon condition that the Debt Offer is conditioned on the Closing of the Merger and the transactions contemplated hereby), so long as such waivers would not cause the Debt Offer to violate the Exchange Act, the Trust Indenture Act of 1939, as amended, or any other applicable Law, and shall not, without the consent of Parent, waive any condition to the Debt Offer or make any changes to the terms and conditions set forth in Schedule 8.08 of the Company Disclosure Schedule, and otherwise in compliance with Applicable Law and SEC rules and regulations, and Debt Offer other than as agreed between Parent and Merger Subsidiary shall assist the Company in connection therewithCompany. (b) Promptly after The Company covenants and agrees that, immediately following the date consent expiration date, assuming the requisite consents are received, it shall cause PETCO Animal Supplies Stores, Inc. to execute a supplemental indenture to the indenture governing the 2011 Notes, which supplemental indenture shall implement the amendments set forth in the Offer Documents and shall become operative immediately prior to the Effective Time, subject to the terms and conditions of this AgreementAgreement (including the conditions to the Debt Offer). Concurrent with the Closing, Parent shall cause the Company to accept for payment and, using funds provided (or caused to be provided) by Parent, thereafter promptly pay for properly tendered and not withdrawn 2011 Notes. Parent hereby covenants and agrees to provide (or to cause to be provided) immediately available funds to the Company for the full payment at the Closing of all properly tendered and not withdrawn 2011 Notes. (c) Promptly upon receiving any written request by Parent to do so, the Company shall prepare or cause to be prepared all necessary and appropriate documentation in connection with the Debt Offer, including the offer to purchase, related letters letter of transmittal and other related documents (collectively, the “Offer Documents”). Parent and the Company shall cooperate with each other in the preparation of the Offer Documents. All mailings to the holders of the 2011 Notes in connection with the Debt Offer shall be subject to the prior review and comment by each of the Company and Parent and shall be reasonably acceptable to each of them. The Company, Parent and Merger Subsidiary shall cooperate in connection with the Debt Offer in order to cause the consent date under the Consent Solicitation and initial settlement of the Debt Offer to occur simultaneously with the Closing. The Company shall, and shall cause its applicable Subsidiaries to, waive any of the conditions to the Debt Offer (other than that the conditions to the consummation of the Merger shall have been satisfied or waived and that there shall be no order or injunction prohibiting consummation of the Debt Offer) as may be reasonably requested by Parent and shall not, without the consent of Parent, waive any condition to the Debt Offer or make any changes to the terms and conditions of the Debt Offer other than as agreed between Parent and the Company. Notwithstanding the immediately preceding sentence, the Company need not make any change to the terms and conditions of the Debt Offer requested by Parent that decreases the price per Note payable in the Debt Offer or imposes conditions to the Debt Offer in addition to those set forth in Schedule 8.08 of the Company Disclosure Schedule that are materially adverse to holders of the Notes, unless such change is approved by the Company in writing. If, If at any time prior to the completion of the Debt Offer, Offer any information in the Offer Documents should be discovered by the Company or Parent that which should be set forth in an amendment or supplement to the Offer Documents, so that the 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 circumstances under which they are made, not misleading, the party that discovers such information shall promptly notify the other party, and an appropriate amendment or supplement describing such information shall be disseminated by the Company to the holders of the 2011 Notes. Notwithstanding anything to the contrary in this Section 8.08(b)8.6, the Company shall comply with the requirements of Rule 14e-l 14e-1 under the 1934 Exchange Act, the Trust Indenture Act of 1939, as amended, and any other Applicable applicable Law to the extent such laws Laws are applicable in connection with the Debt Offer. To Notwithstanding anything herein to the extent that contrary, as a condition precedent to its obligations to consummate the provisions of any Applicable Law conflict with this Section 8.08(b)Debt Offer, the Company shall comply with the Applicable Law have obtained any and shall not be deemed to have breached its obligations hereunder by such compliance. (c) Promptly upon the receipt of the Requested Consents with respect to the indenture for the Notesall requisite consents, the Company shall enter into a supplemental indenture reflecting the amendments to such indenture approved by such Requested Consents and will use as determined in its reasonable best efforts to cause the indenture trustee to promptly enter into such supplemental indenture; provideddiscretion, that the amendments contained in such supplemental indenture shall become operative upon the acceptance of the Debt Offer. The closing of the Debt Offer shall be conditioned on the simultaneous occurrence of the Closing. Simultaneously with the Closing and in accordance with the terms of the Debt Offer, Parent shall provide to the Company the funds necessary to consummate the Debt Offer under all agreements governing the outstanding indebtedness evidenced under and Consent Solicitation (including pursuant to that certain Credit Agreement, dated as of January 13, 2005, by and among the payment Company, PETCO Animal Supplies Stores, Inc., the financial institutions party thereto as lenders, Xxxxx Fargo Bank, National Association, as sole lead arranger, book runner and administrative agent for the lenders, Bank of all applicable premiumsAmerica N.A., consent fees as syndication agent, and all related fees U.S. Bank National Association and expenses) and the Company shall accept for purchase and use such funds to purchase the Notes tendered in the Debt OfferUnion Bank of California, N.A., as co-documentation agents. (d) If requested In the event that this Agreement is terminated pursuant to Section 10.1 other than as a result of a breach of this Agreement by Parentthe Company, then the Parent shall promptly reimburse the Company shall enter into one or more dealer manager agreements with such Persons as Parent shall reasonably request. Parent shall pay the for any reasonable out-of-pocket costs, fees and expenses of any dealer manager, information agent, depositary incurred by the Company or other agent retained its Subsidiaries in connection with the Debt Offer and shall indemnify the Company for any liabilities incurred by the Company pursuant to the Debt Offer. (e) For purposes , except to the extent that the Company’s actions are inconsistent with the written instructions of Parent or the terms of this Agreement, “Consent Solicitation” shall mean a solicitation of the Requested Consents from the holders of the Notes; and “Requested Consents” shall mean the consents of holders of a majority in principal amount of the Notes to the amendments to the indenture in respect of the Notes described in Schedule 8.08 of the Company Disclosure ScheduleSection 8.6.

Debt Tender. (a) On such date designated by Parent (which shall be at least three Business Days business days after the date on which the Company received such notice from Parent), the Company shall commence a tender offer and Consent Solicitation (the each, a “Debt Offer”) for (i) all of the outstanding 95/8% Senior Secured Notes due 2010 and (ii) all of the Company outstanding Senior Subordinated Notes (the Senior Secured Notes and the Senior Subordinated Notes, collectively, the “Notes”) upon the terms and conditions set forth in Schedule 8.08 of the Company Disclosure Schedulewriting by Parent and as set forth in this Section 6.12, and otherwise in compliance with Applicable Law law and SEC rules and regulations, and Parent and Merger Subsidiary Sub shall assist provide all cooperation reasonably requested by the Company in connection therewith. (b) Promptly after the date of this Agreement, Parent shall prepare all necessary and appropriate documentation in connection with the each Debt Offer, including the offer to purchase, related letters of transmittal and other related documents (collectively, the “Offer Documents”). Parent and the Company shall cooperate with each other in the preparation of the Offer Documents. All mailings to the holders of the Notes in connection with the each Debt Offer shall be subject to the prior review and comment by each of the Company and Parent and shall be reasonably acceptable to each of them. The Company, Parent and Merger Subsidiary Sub shall cooperate in connection with the each Debt Offer in order to cause the consent date under the Consent Solicitation and initial settlement of the such Debt Offer to occur simultaneously with the Closing. The Company shall, and shall cause its applicable Subsidiaries subsidiaries to, waive any of the conditions to the each Debt Offer (other than that the conditions to the consummation of the Merger shall have been satisfied or waived and that there shall be no order or injunction prohibiting consummation of the such Debt Offer) as may be reasonably requested by Parent and shall not, without the consent of Parent, waive any condition to the such Debt Offer or make any changes to the terms and conditions of the such Debt Offer other than as agreed between Parent and the Company. Notwithstanding the immediately preceding sentence, the Company need not make any change to the terms and conditions of the such Debt Offer requested by Parent that decreases the price per Note payable in the such Debt Offer or imposes conditions to the Debt Offer in addition to those previously set forth in Schedule 8.08 of writing by Parent in accordance with the Company Disclosure Schedule foregoing Section 6.12(a) that are materially adverse to holders of the Notes, unless such change is approved by the Company in writing. If, at any time prior to the completion of the Debt Offer, any information in the Offer Documents should be discovered by the Company or Parent that should be set forth in an amendment or supplement to the Offer Documents, so that the 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 circumstances under which they are made, not misleading, the party that discovers such information shall promptly notify the other party, and an appropriate amendment or supplement describing such information shall be disseminated by the Company to the holders of the Notes. Notwithstanding anything to the contrary in this Section 8.08(b)6.12, the Company shall comply with the requirements of Rule 14e-l under the 1934 Exchange Act and any other Applicable Law applicable law to the extent such laws are applicable in connection with the Debt Offer. To the extent that the provisions of any Applicable Law applicable law conflict with this Section 8.08(b6.12(b), the Company shall comply with the Applicable Law applicable law and shall not be deemed to have breached its obligations hereunder by such compliance. (c) Promptly upon the receipt of the Requested Consents with respect to the indenture for Senior Secured Indenture and the NotesSenior Subordinated Indenture, respectively, the Company shall enter into a supplemental indenture reflecting the amendments to such indenture each of the Senior Secured Indenture and the Senior Subordinated Indenture, respectively, approved by such Requested Consents and will use its reasonable best efforts to cause the respective indenture trustee to promptly enter into such the respective supplemental indenture; provided, that the amendments contained in such supplemental indenture indentures shall become operative upon the acceptance of the applicable Debt Offer. The closing of the each Debt Offer shall be conditioned on the simultaneous occurrence of the Closing. Simultaneously with the Closing and in accordance with the terms of the Debt OfferOffers, Parent shall provide to the Company the funds necessary to consummate the Debt Offer Offers and Consent Solicitation (including the payment of all applicable premiums, consent fees and all related fees and expenses) and the Company shall accept for purchase and use such funds to purchase the Notes tendered in the Debt OfferOffers. (d) If requested by Parent, the Company shall enter into one or more dealer manager agreements with such Persons as Parent shall reasonably request. Parent shall pay the reasonable fees and expenses of any dealer manager, information agent, depositary or other agent retained in connection with the Debt Offer. (e) For purposes of this Agreement, “Consent Solicitation” shall mean a solicitation of the Requested Consents from the holders of the Notes; and “Requested Consents” shall mean the consents of holders of a majority in principal amount of the Notes to the amendments to the indenture in respect of the Notes described in Schedule 8.08 of the Company Disclosure Schedule.