Common use of Certain Indebtedness Clause in Contracts

Certain Indebtedness. The Company and its Subsidiaries shall deliver to Parent at least three (3) Business Days prior to the Closing Date a copy of a payoff letter, setting forth the total amounts payable pursuant to the Company Credit Facilities to fully satisfy all principal, interest, fees, costs, and expenses owed to each holder of Indebtedness under the Company Credit Facilities as of the anticipated Closing Date (and the daily accrual thereafter), together with appropriate wire instructions, and the agreement from the administrative agent under the respective Company Credit Facilities that upon payment in full of all such amounts owed to such holder, all Indebtedness under the Company Credit Facilities shall be discharged and satisfied in full, the Loan Documents (as defined in the Company Credit Facility) shall be terminated with respect to the Company and its Subsidiaries that are borrowers or guarantors thereof (or the assets or equity of which secure such Indebtedness) and all liens on the Company and its Subsidiaries and their respective assets and equity securing the Company Credit Facilities shall be released and terminated, together with any applicable documents reasonably necessary to evidence the release and termination of all liens on the Company and its Subsidiaries and their respective assets and equity securing, and any guarantees by the Company and its Subsidiaries in respect of, such Company Credit Facilities. The Company shall reasonably cooperate with Parent in replacing any letters of credit issued pursuant to the Company Credit Facilities evidencing the above referenced Indebtedness or obligations.

Certain Indebtedness. The Company and its Subsidiaries shall deliver use commercially reasonable efforts to (a) obtain customary payoff letter(s) reasonably acceptable to Parent at least three (3) Business Days prior from all financial institutions and other Persons set forth on Section 7.15 of the Company Disclosure Letter, including those financial institutions that are party to the Closing Date a copy Credit Agreement, or the applicable agent(s), or other representative(s) on behalf of a such Persons, which payoff letterletter(s) together with any related release documentation shall, setting forth among other things, include the total amounts payable pursuant payoff amount and provide in substance reasonably acceptable to Parent, among other things, that Liens and guarantees, if any, granted in connection therewith related to the Company Credit Facilities to fully satisfy all principalassets, interest, fees, costs, rights and expenses owed to each holder properties of Indebtedness under the Company Credit Facilities as of the anticipated Closing Date (and the daily accrual thereafter), together with appropriate wire instructions, and the agreement from the administrative agent under the respective Company Credit Facilities that upon payment in full of all such amounts owed to such holder, all Indebtedness under the Company Credit Facilities shall be discharged and satisfied in full, the Loan Documents (as defined in the Company Credit Facility) shall be terminated with respect to the Company and its Subsidiaries that are borrowers securing such Indebtedness under the Credit Agreement and the other agreements set forth on Section 7.15 of the Company Disclosure Letter and any other obligations secured thereby shall be, upon the payment of the amount set forth in the applicable payoff letter simultaneously with the Closing be released and terminated and (b) deliver or guarantors thereof cause to be delivered such payoff letters, together with the related release documentation, to Parent at the Closing. At the Closing, subject to Parent making available necessary funds to do so, the Company shall (i) repay, or the assets or equity cause to be repaid, any outstanding Indebtedness of which secure such Indebtedness) and all liens on the Company and its Subsidiaries and their respective assets and equity securing the Company Subsidiaries under the Credit Facilities shall be released Agreement and terminated, the other agreements set forth on Section 7.15 of the Company Disclosure Letter together with any applicable documents reasonably necessary to evidence accrued and unpaid interest thereon and all fees and other obligations owing in connection with the release Credit Agreement and termination the other agreements set forth on Section 7.15 of all liens on the Company Disclosure Letter, as applicable, (including any prepayment premiums, penalties, breakage costs, termination payments and similar obligations) by wire transfer of immediately available funds in accordance with wire transfer instructions provided in the payoff letter(s) and (ii) use its Subsidiaries and their respective assets and equity securing, reasonable best efforts to cause to be released any guarantees and any guarantees by Liens on its assets relating to the Credit Agreement and the other agreements set forth on Section 7.15 of the Company and its Subsidiaries in respect of, such Company Credit Facilities. The Company shall reasonably cooperate with Parent in replacing any letters of credit issued pursuant to the Company Credit Facilities evidencing the above referenced Indebtedness or obligationsDisclosure Letter.

Certain Indebtedness. The Simultaneously with, and subject to the consummation of, the Closing, by wire transfer of immediately available funds on behalf of the Company and its Subsidiaries, Parent shall irrevocably deposit, or cause the irrevocable deposit of, funds with the Trustee as trust funds pursuant to Section 13.01(2) of the Indenture in an aggregate amount sufficient to cause the repayment of all Indebtedness thereunder and cause the discharge of the Indenture in accordance with the notice of redemption of the Notes made pursuant to Sections 3.03 and 3.07(d) of the Indenture on the Closing Date that provides for a redemption date of thirty (30) days after the Closing Date, as required by Section 7.15. Simultaneously with the Closing, Parent shall repay, or cause to be repaid, the aggregate outstanding amount of Indebtedness of the Company and its Subsidiaries shall deliver pursuant to the Credit Facility by wire transfer of immediately available funds in accordance with wire transfer instructions set forth in a payoff letter, in form and substance reasonably acceptable to Parent and the Debt Financing Sources (which payoff letter, for the avoidance of doubt, shall indicate that the lenders under the Credit Facility have agreed to release all Liens on the assets and properties of the Company and its Subsidiaries pledged thereunder upon receipt of all amounts indicated in such payoff letter), provided to Parent by the Company at least three two (32) Business Days prior to the Closing Date a copy of a payoff letter, setting forth the total amounts payable pursuant to the Company Credit Facilities to fully satisfy all principal, interest, fees, costs, and expenses owed to each holder of Indebtedness under the Company Credit Facilities as Date. As of the anticipated Closing Date (and the daily accrual thereafter)Closing, together with appropriate wire instructions, and the agreement from the administrative agent under the respective Company Credit Facilities that upon payment in full of all such amounts owed to such holder, all Indebtedness under the Company Credit Facilities shall be discharged and satisfied in full, the Loan Documents (as defined in the Company Credit Facility) shall be terminated with respect to each of the letters of credit, bankers’ acceptances and similar facilities of the Company and and/or its Subsidiaries that are borrowers or guarantors thereof (or the assets or equity issued pursuant to Indebtedness of which secure such Indebtedness) and all liens on the Company and and/or its Subsidiaries and their respective assets and equity securing or commitments under agreements governing Indebtedness of the Company Credit Facilities shall be released and/or its Subsidiaries, Parent and terminated, together with any applicable documents reasonably necessary to evidence the release and termination of all liens on the Company shall work together reasonably and its Subsidiaries and their respective assets and equity securingin good faith to, and any guarantees by on or prior to the Company and its Subsidiaries Closing Date, cause such letter of credit to be returned to the issuers thereof, provide to the issuer of such letter of credit a letter of credit in respect ofthe same amount, on terms satisfactory to the issuers of such Company Credit Facilities. The Company shall reasonably cooperate with Parent in replacing any letters of credit, or otherwise satisfy the issuers of such letters of credit issued pursuant as to the Company Credit Facilities evidencing disposition or retention of such letters of credit under the above referenced Indebtedness or applicable credit facilities (e.g., cash collateralizing such obligations).

Certain Indebtedness. The Company and its Subsidiaries shall deliver to Parent at least three two (32) Business Days prior to the Closing Date a copy of a payoff letter, setting forth the total amounts payable pursuant to the Company Credit Facilities Facility to fully satisfy all principal, interest, fees, costs, and expenses owed to each holder of Indebtedness under the Company Credit Facilities Facility as of the anticipated Closing Date (and the daily accrual thereafter), together with appropriate wire instructions, and the agreement from the administrative agent under the respective Company Credit Facilities Facility that upon payment in full of all such amounts owed to such holder, all Indebtedness under the Company Credit Facilities Facility shall be discharged and satisfied in full, the Loan Documents (as defined in the Company Credit Facility) shall be terminated with respect to the Company and its Subsidiaries that are borrowers or guarantors thereof (or the assets or equity of which secure such Indebtedness) and all liens on the Company and its Subsidiaries and their respective assets and equity securing the Company Credit Facilities Facility shall be released and terminated, together with any applicable documents reasonably necessary to evidence the release and termination of all liens on the Company and its Subsidiaries and their respective assets and equity securing, and any guarantees by the Company and its Subsidiaries in respect of, such Company Credit FacilitiesFacility. The Company shall reasonably cooperate with Parent in replacing any letters of credit issued pursuant to the Company Credit Facilities Facility evidencing the above referenced Indebtedness or obligations.