Common use of Treatment of Notes Clause in Contracts

Treatment of Notes. (a) If requested by Merger Sub, the Company shall use its commercially reasonable efforts to assist Merger Sub or an affiliate of Merger Sub in commencing, an offer to purchase, and related consent solicitation with respect to, all of the outstanding aggregate principal amount of the 8 5/8% Notes due June 15, 2010 (collectively, the “Notes”) on the terms and conditions specified by Parent (the “Debt Offer”). Notwithstanding the foregoing, the closing of the Debt Offer shall be conditioned on the completion of the Merger, shall provide that the Notes shall be accepted for payment by the Surviving Corporation immediately upon the completion of the Merger, and otherwise shall be in compliance with applicable Laws and SEC rules and regulations. The Company shall provide, and shall cause its Subsidiaries to, and shall use its reasonable best efforts to cause their respective Representatives to, provide cooperation reasonably requested by Merger Sub in connection with the Debt Offer. If requested by Merger Sub in writing, in lieu of Merger Sub or an affiliate of Merger Sub commencing the Debt Offer for such Notes (or in addition thereto), the Company shall, to the extent permitted by the indenture and supplemental indentures governing the Notes (collectively, the “Indenture”) take actions reasonably requested by Merger Sub that are reasonably necessary for the satisfaction and/or discharge and/or defeasance of the Notes pursuant to the applicable provisions of the Indenture, and shall satisfy and/or discharge and/or defease, as applicable, the Notes in accordance with the terms of the Indenture at the Effective Time, provided that to the extent that any action described above can be conditioned on the occurrence of the Effective Time, it will be so conditioned, and provided, further, that prior to the Company being required to take any of the actions described above that cannot be conditioned on the occurrence of the Effective Time, prior to the Closing, Merger Sub shall irrevocably deposit, or shall cause to be irrevocably deposited with the trustee under the Indenture sufficient funds to effect such satisfaction or discharge or defeasance.

Treatment of Notes. (a) If requested by Merger SubAs soon as reasonably practicable after the receipt of any written request from the Parents, the Company shall use its commercially reasonable efforts to assist Merger Sub or an affiliate of Merger Sub in commencing, commence an offer to purchase, and related consent solicitation with respect to, all of the outstanding aggregate principal amount of the 8 5/8101/2% Senior Discount Notes due June 15, 2010 2012 of the Company (collectively, the “Notes”) on the terms and conditions specified by Parent the Parents (the “Debt Offer”). Notwithstanding the foregoing, the closing of the Debt Offer shall be conditioned on the completion of the Merger, shall provide that the Notes shall be accepted for payment by the Surviving Corporation immediately upon the completion of the Merger, Merger and otherwise shall be in compliance with all applicable Laws and SEC rules and regulations. The Company shall provideand the Parents shall, and shall cause its their respective Subsidiaries to, and shall use its their commercially reasonable best efforts to cause their respective Representatives to, provide cooperation and assistance reasonably requested by Merger Sub the other in connection with the Debt Offer. If requested by Merger Sub the Parents in writing, in lieu of Merger Sub or an affiliate of Merger Sub the Company commencing the Debt Offer for such Notes (or in addition thereto), the Company shall, to the extent permitted by the indenture and supplemental indentures governing the Notes (collectively, the “Indenture”) take actions reasonably requested by Merger Sub the Parents that are reasonably necessary for the satisfaction and/or discharge and/or defeasance of the Notes pursuant to the applicable provisions of the Indenture, and shall satisfy and/or discharge and/or defease, as applicable, the Notes in accordance with the terms of the Indenture at the Effective Time, provided that to the extent that any action described above can be conditioned on the occurrence of the Effective Time, it will be so conditioned, and provided, further, that prior to the Company being required to take any of the actions described above that cannot be conditioned on the occurrence of the Effective Time, prior to the Closing, Merger Sub shall irrevocably deposit, or shall cause to be irrevocably deposited with the trustee under the Indenture sufficient funds to effect such satisfaction or discharge or defeasance.

Treatment of Notes. (a) If requested by Merger Sub, the Company shall use its commercially reasonable efforts to assist Merger Sub or an affiliate of Merger Sub in commencingcommence, as soon as practicable following such request an offer to purchase, and and/or a related consent solicitation with respect to, all of the outstanding aggregate principal amount of the 8 5/8% Notes due June 15, 2010 (collectively, the “Notes”) on the terms and conditions specified by Parent (the offer to purchase and/or the consent solicitation, “Debt Offer”). Notwithstanding the foregoing, the closing of the Debt Offer shall be conditioned on the completion of the MergerOffer, shall provide that the Notes shall be accepted for payment by the Surviving Corporation Merger Sub immediately upon the completion of the MergerOffer or that the consent fee shall be payable after completion of the Offer, and otherwise shall be in compliance with applicable Laws and SEC rules and regulations. The Company Parent shall provide, and shall cause its respective Subsidiaries to, and shall use its reasonable best efforts to cause their respective Representatives to, provide cooperation reasonably requested by Merger Sub the Company in connection with the Debt Offer. If requested by Merger Sub in writing, in lieu of Merger Sub or an affiliate of Merger Sub the Company commencing the Debt Offer for such Notes (or in addition thereto), the Company shall, to the extent permitted by the indenture and supplemental indentures governing the Notes (collectively, the “Indenture”) take actions reasonably requested by Merger Sub that are reasonably necessary for the satisfaction and/or discharge and/or defeasance of the Notes pursuant to the applicable 58 provisions of the Indenture, and shall satisfy and/or discharge and/or defease, as applicable, the Notes in accordance with the terms of the Indenture at the Effective Time, provided that to the extent that any action described above can be conditioned on the occurrence of the Effective Time, it will be so conditioned, and provided, further, that prior to the Company being required to take any of the actions described above that cannot be conditioned on the occurrence of the Effective Time, prior to the Closing, Merger Sub shall irrevocably deposit, or shall cause to be irrevocably deposited with the trustee under the Indenture sufficient funds to effect such satisfaction or discharge or defeasance.

Treatment of Notes. (a) If requested by Merger Sub, the Company shall use its commercially reasonable efforts to assist Merger Sub or an affiliate of Merger Sub in commencingcommence, as soon as practicable following such request an offer to purchase, and and/or a related consent solicitation with respect to, all of the outstanding aggregate principal amount of the 8 5/8% Notes due June 15, 2010 (collectively, the “Notes”) on the terms and conditions specified by Parent (the “offer to purchase and/or the consent solicitation, "Debt Offer”"). Notwithstanding the foregoing, the closing of the Debt Offer shall be conditioned on the completion of the MergerOffer, shall provide that the Notes shall be accepted for payment by the Surviving Corporation Merger Sub immediately upon the completion of the MergerOffer or that the consent fee shall be payable after completion of the Offer, and otherwise shall be in compliance with applicable Laws and SEC rules and regulations. The Company Parent shall provide, and shall cause its respective Subsidiaries to, and shall use its reasonable best efforts to cause their respective Representatives to, provide cooperation reasonably requested by Merger Sub the Company in connection with the Debt Offer. If requested by Merger Sub in writing, in lieu of Merger Sub or an affiliate of Merger Sub the Company commencing the Debt Offer for such Notes (or in addition thereto), the Company shall, to the extent permitted by the indenture and supplemental indentures governing the Notes (collectively, the “"Indenture”") take actions reasonably requested by Merger Sub that are reasonably necessary for the satisfaction and/or discharge and/or defeasance of the Notes pursuant to the applicable provisions of the Indenture, and shall satisfy and/or discharge and/or defease, as applicable, the Notes in accordance with the terms of the Indenture at the Effective Time, provided that to the extent that any action described above can be conditioned on the occurrence of the Effective Time, it will be so conditioned, and provided, further, that prior to the Company being required to take any of the actions described above that cannot be conditioned on the occurrence of the Effective Time, prior to the Closing, Merger Sub shall irrevocably deposit, or shall cause to be irrevocably deposited with the trustee under the Indenture sufficient funds to effect such satisfaction or discharge or defeasance.