Common use of Repayment of Debt Clause in Contracts

Repayment of Debt. At the Closing, and subject to the other terms and conditions set forth in this Agreement, (a) the Parent shall make available to the Company, or pay directly, an amount in cash sufficient to pay the aggregate outstanding Funded Debt (as defined below) together with all Debt Payment Expenses (as defined below), (b) the Company, if such amount is not paid directly by the Parent and is made available to the Company in accordance with the foregoing clause (a), shall apply such cash to pay the Funded Debt and the Debt Payment Expenses, if any, and with respect to the notes under the Indenture, the Company shall have provided irrevocable notice of redemption of all then outstanding notes and deposited with the trustee under the Indenture proceeds sufficient, without consideration of any investment of interest, to pay and discharge the entire indebtedness on the then outstanding notes for principal, premium (if any) and accrued and unpaid interest to but not including the redemption date and (c) solely to the extent that all outstanding obligations under the Credit Agreement on the Closing Date constitute Funded Debt (other than any indemnity obligation for unasserted claims that by its terms survives the termination of the Credit Agreement), the Company shall cause the administrative and collateral agents under the Credit Agreement to deliver to the Parent a pay-off letter (the “Pay-off Letter”), in form and substance reasonably satisfactory to the Parent, evidencing the satisfaction of all liabilities under the Credit Agreement (other than any indemnity obligation for unasserted claims that by its terms survives the termination of the Credit Agreement) upon receipt of the amounts set forth in such pay-off letter and a release in customary form of all Liens with respect to the capital stock, property and assets of the Company and its Subsidiaries securing the obligations under the Credit Agreement. The term “Debt Payment Expenses” shall mean all costs, fees, expenses, prepayment penalties, breakage fees and other exit fees payable in connection with the payment of Funded Debt. The term “Funded Debt” shall mean all liabilities and obligations of the Company and its Subsidiaries for borrowed money pursuant to the Credit Agreement or the Indenture outstanding immediately prior to the Closing, together with all accrued but unpaid interest thereon immediately prior to the Closing, and all prepayment penalties, breakage fees and other exit fees paid or payable in the event that such indebtedness is to be repaid as of the Closing (including, in the case of any tender offer in respect of any notes issued pursuant to the Indenture, the aggregate consideration for the purchase of the notes accepted in such tender offer, including any consent fees (if applicable)).

Repayment of Debt. At the Closing, and subject to the other terms and conditions set forth in this Agreement, (a) If, prior to the Closing Date, Parent decides to commence a tender offer and/or consent solicitation in respect of some or all of the outstanding Company Notes (each, a “Debt Offer”), Parent shall make available 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 Company“Debt Offer Documents”). The Company agrees to use commercially reasonable efforts to provide, or pay directlyand shall cause its Subsidiaries and its and their respective representatives, an amount including legal and accounting representatives, to provide, reasonable cooperation in cash sufficient to pay the aggregate outstanding Funded Debt (as defined below) together with all Debt Payment Expenses (as defined below), (b) the Company, if such amount is not paid directly by the Parent and is made available to the Company in accordance connection with the foregoing clause (a), shall apply such cash to pay preparation of the Funded Debt Offer Documents and the consummation of such Debt Payment ExpensesOffers, if any, and including with respect to the notes under the Indenture, Company’s execution of supplemental indentures (either at the Company shall have provided irrevocable notice Merger Effective Time or, if earlier, conditioned upon the occurrence of redemption of all then outstanding notes and deposited with the trustee under Company Merger Effective Time) reflecting amendments to the Indenture proceeds sufficientindentures applicable to the Company Notes subject to any Debt Offer, without consideration of any investment of interest, to pay and discharge the entire indebtedness on the then outstanding notes for principal, premium (if any) and accrued and unpaid interest to but not including the redemption date and (c) solely to the extent that all outstanding obligations under the Credit Agreement on the Closing Date constitute Funded Debt (other than approved by any indemnity obligation for unasserted claims that by its terms survives the termination required consents of the Credit Agreement), the holders of such Company shall cause the administrative and collateral agents under the Credit Agreement to deliver Notes. All mailings to the Parent a pay-off letter (the “Pay-off Letter”), in form and substance reasonably satisfactory to the Parent, evidencing the satisfaction of all liabilities under the Credit Agreement (other than any indemnity obligation for unasserted claims that by its terms survives the termination of the Credit Agreement) upon receipt of the amounts set forth in such pay-off letter and a release in customary form of all Liens with respect to the capital stock, property and assets holders of the Company and its Subsidiaries securing the obligations under the Credit Agreement. The term “Debt Payment Expenses” shall mean all costs, fees, expenses, prepayment penalties, breakage fees and other exit fees payable Notes in connection with the payment of Funded Debt. The term “Funded Debt” Debt Offers shall mean all liabilities be subject to the prior review and obligations of comment by the Company and its Subsidiaries for borrowed money pursuant Parent and shall be reasonably acceptable to the Credit Agreement or the Indenture outstanding immediately each of them. If at any time prior to the Closing, together with all accrued but unpaid interest thereon immediately prior completion of any Debt Offer any information in the applicable Debt Offer Documents should be discovered by the Company or Parent that should be set forth in an amendment or supplement to the ClosingDebt Offer Documents, so that such Debt 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 all prepayment penalties, breakage fees and other exit fees paid an appropriate amendment or payable in supplement describing such information shall be disseminated by Parent to the event that such indebtedness is to be repaid as holders of the Closing (including, in applicable Company Notes. To the case extent that the provisions of any tender offer in respect applicable law conflict with this Section 5.14(a), Parent and the Company shall comply with the applicable law and shall not be deemed to have breached its obligations hereunder by such compliance. Parent, Blocker Merger Sub and Company Merger Sub acknowledge and agree that neither the pendency nor the consummation of any notes issued pursuant such Debt Offer is a condition to the Indenture, the aggregate consideration for the purchase of the notes accepted in such tender offer, including any consent fees (if applicable))Closing.