Note Repayment. Upon the request of the Parent, the Company shall (a) promptly commence a cash tender offer to purchase all of the outstanding 9 1/8 % Senior Subordinated Notes due 2008 of the Company(the "FIXED RATE NOTES") and the Company's 9 1/8 % Floating Interest Rate Subordinated Term Securities due 2008 (collectively the "NOTES") and (b) solicit the consent of the holders of the Notes to amend the Indenture to eliminate all material covenants and related defaults and otherwise to permit the transactions contemplated by this Agreement (including, without limitation, obtaining the financing under the Debt Commitment Letter), which acceptance for payment of the Notes shall be conditioned upon consummation of the Merger (clauses (a) and (b) together, the "DEBT TENDER"); provided, however, subject to the satisfaction of the closing condition set forth in Section 7.02(f)(ii), that to the extent that the Minimum Tender Requirement shall not have been met at least two Business Days prior to the Closing, then the Company shall simultaneously with or immediately before (or to the extent permitted, after the Closing), (i) send or cause to be sent an irrevocable notice of redemption to all holders of outstanding Notes in accordance with the terms of the Indenture, dated as of April 23, 1998, as amended (the "INDENTURE") governing the Notes and (ii) deposit with the trustee under the Indenture (the "TRUSTEE") or such other trustee in accordance with the terms of the Indenture funds necessary to redeem all outstanding Notes and discharge the Indenture in accordance with its terms (the "NOTE REDEMPTION AND DISCHARGE"), which funds shall be provided by Merger Sub from one or more of the transactions contemplated hereby. In the event the Company commences the Debt Tender and consent solicitation in respect of the Notes, to the extent of any outstanding Notes that are not properly tendered (and not withdrawn) and paid for in the Debt Tender, the Surviving Corporation shall simultaneously with or immediately before or after the Closing deliver or cause to be delivered a redemption notice with respect to any Notes that remain outstanding and promptly pay for and redeem such Notes in accordance with the terms of the Indenture. The Surviving Corporation shall take any and all other additional steps or actions and execute any and all additional documents, instruments or certificates necessary to effect the purchase of tendered Notes or redemption of the Notes and satisfaction and discharge of the Indenture, as applicable.
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Note Repayment. Upon the request of the Parent, the Company shall (a) promptly commence a cash tender offer to purchase all of the outstanding 9 1/8 % Senior Subordinated Notes due 2008 of the Company(the "FIXED RATE NOTES") and the Company's 9 1/8 % Floating Interest Rate Subordinated Term Securities due 2008 (collectively the "NOTES") and (b) solicit the consent of the holders of the Notes to amend the Indenture to eliminate all material covenants and related defaults and otherwise to permit the transactions contemplated by this Agreement (including, without limitation, obtaining the financing under the Debt Commitment Letter), which acceptance for payment of the Notes shall be conditioned upon consummation of the Merger (clauses (a) and (b) together, the "DEBT TENDER"); provided, however, subject to the satisfaction of the closing condition set forth in Section 7.02(f)(ii), that to the extent that the Minimum Tender Requirement shall not have been met at least two Business Days Effective immediately prior to the ClosingCompany’s merger with TMPST Merger Sub I, then the Company shall simultaneously with or immediately before (or Inc. pursuant to the extent permitted, after the Closing), (i) send or cause to be sent an irrevocable notice that certain Agreement and Plan of redemption to all holders of outstanding Notes in accordance with the terms of the Indenture, Merger dated as of April 23May 11, 19982022, Holdings and Borrower hereby transfer to Company the shares of capital stock of the Company as amended described on Exhibit B (the "INDENTURE"“Shares”) governing the Notes and (ii) deposit with the trustee under the Indenture (the "TRUSTEE") or such other trustee as repayment in accordance with the terms of the Indenture funds necessary to redeem all outstanding Notes and discharge the Indenture in accordance with its terms (the "NOTE REDEMPTION AND DISCHARGE"), which funds shall be provided by Merger Sub from one or more of the transactions contemplated hereby. In the event the Company commences the Debt Tender and consent solicitation in respect of the Notes, to the extent of any outstanding Notes that are not properly tendered (and not withdrawn) and paid for in the Debt Tender, the Surviving Corporation shall simultaneously with or immediately before or after the Closing deliver or cause to be delivered a redemption notice with respect to any Notes that remain outstanding and promptly pay for and redeem such Notes in accordance with the terms of the Indenture. The Surviving Corporation shall take any and all other additional steps or actions and execute any and all additional documents, instruments or certificates necessary to effect the purchase of tendered Notes or redemption full of the Notes and satisfaction and discharge all obligations of Borrower thereunder (the “Repayment”). The Company hereby agrees that, notwithstanding anything to the contrary in the Notes, the entire amount owed under the Notes (the “Repayment Amount”) is being tendered by Borrower in the form of the IndentureShares, and effective upon the transfer of such Shares, the Notes and all obligations set forth therein shall be immediately deemed repaid in full and such Notes shall be terminated and cancelled in their entirety, including any security interest effected therein, without any further action required by the Parties. The Parties hereby acknowledge and agree that the fair market value of the Shares is deemed to be as set forth on Exhibit B, consistent with each of the Loan Agreements (as applicable), and collectively at least equal to the Repayment Amount. For the avoidance of doubt, Company shall release to Holdings and to Borrower, as applicable, the remaining Collateral (as defined in the applicable Loan Agreement), if any, after reduction thereto of the Shares delivered to the Company in connection with the Repayment. In connection with the execution and delivery of this Agreement, Holdings and Borrower shall deliver to the Company an Assignment Separate from Certificate in the form attached to this Agreement as Exhibit C, executed in favor of Company, with respect to the Shares.
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