Common use of Termination of Certain Indebtedness Clause in Contracts

Termination of Certain Indebtedness. The Company shall use its reasonable best efforts to deliver to Parent, (A) at least four business days prior to the anticipated Acceptance Time, executed prepayment notices and (B) at least two business days prior to the Acceptance Time, the final form of payoff letters to be executed by third-party lenders or an agent, if applicable, on their behalf, in form and substance reasonably satisfactory to Parent and the Company, with respect to all indebtedness and other obligations of the Company and its Subsidiaries under the Company Credit Agreement, provided that the Company shall not be required to deliver any prepayment notice or payoff letter unless the requisite lenders under the Company Credit Agreement acknowledge and agree that such prepayment or payoff is not irrevocable and that prepayment of the Company Credit Agreement shall not be required unless and until the Acceptance Time occurs. Parent and the Company shall use reasonable best efforts to procure that such payoff letters shall (i) provide for a mutually reasonably satisfactory arrangement (which arrangement may include replacement or backstop letters of credit issued under Parent’s credit facility) with respect to, any letters of credit issued for the Company or any of its Subsidiaries (including any letters of credit issued under the Company Credit Agreement) and (ii) correctly specify the amounts, including any applicable premiums, fees and expenses, necessary to repay such indebtedness and completely discharge the obligations of the Company and its Subsidiaries with respect to such indebtedness and release any Encumbrances on the assets and properties of the Company and its Subsidiaries relating to such indebtedness. The Company shall discharge such indebtedness at the Acceptance Time and implement such mutually satisfactory arrangement (which arrangement may include replacement or backstop letters of credit issued under Parent’s credit facility) with respect to, any letters of credit in accordance with instructions as may be provided in such payoff letters and, unless otherwise requested by Parent, permanently terminate the Company Credit Agreement and all related agreements. 63

Termination of Certain Indebtedness. The Company shall use its reasonable best efforts to deliver to Parent, (A) at least four business days Business Days prior to the anticipated Acceptance TimeClosing Date, executed prepayment notices and (B) at least two business days prior to the Acceptance TimeClosing Date, the final form of payoff letters to be executed by third-party lenders or an agent, if applicable, on their behalf, in form and substance reasonably satisfactory to Parent and the CompanyParent, with respect to all indebtedness and other obligations of the Company and its Subsidiaries under the Company Credit Agreement, provided that the Company shall not be required to deliver any prepayment notice or payoff letter unless the requisite lenders under the Company Credit Agreement acknowledge and agree that such prepayment or payoff is not irrevocable and that prepayment of the Company Credit Agreement shall not be required unless and until the Acceptance Time Closing occurs. Parent and the Company shall use reasonable best efforts to procure that such payoff letters shall (i) provide for a mutually reasonably satisfactory arrangement (which arrangement may include replacement or backstop letters of credit issued under Parent’s credit facility) with respect to, any letters of credit issued for the Company or any of its Subsidiaries (including any letters of credit issued under the Company Credit Agreement) and (ii) correctly specify the amounts, including any applicable premiums, fees and expenses, necessary to repay such indebtedness and completely discharge the obligations of the Company and its Subsidiaries with respect to such indebtedness and release any Encumbrances on the assets and properties of the Company and its Subsidiaries relating to such indebtedness. The If the Closing occurs (1) on or prior to January 31, 2011 the Company shall, or (2) after January 31, 2011 the Company shall use its reasonable best efforts to, discharge such indebtedness at the Acceptance Time Closing and implement such mutually satisfactory arrangement (which arrangement may include replacement or backstop letters of credit issued under Parent’s credit facility) with respect to, any letters of credit in accordance with instructions as may be provided in such payoff letters and, unless otherwise requested by Parent, permanently terminate the Company Credit Agreement and all related agreements. 63.

Termination of Certain Indebtedness. The Company shall use its reasonable best efforts to deliver to Parent, (A) at least four business days prior to the anticipated Acceptance Time, executed prepayment notices and (B) at least two business days prior to the Acceptance Time, the final form of payoff letters to be executed by third-party lenders or an agent, if applicable, on their behalf, in form and substance reasonably satisfactory to Parent and the Company, with respect to all indebtedness and other obligations of the Company and its Subsidiaries under the Company Credit Agreement, provided that the Company shall not be required to deliver any prepayment notice or payoff letter unless the requisite lenders under the Company Credit Agreement acknowledge and agree that such prepayment or payoff is not irrevocable and that prepayment of the Company Credit Agreement shall not be required unless and until the Acceptance Time occurs. Parent and the Company shall use reasonable best efforts to procure that such payoff letters shall (i) provide for a mutually reasonably satisfactory arrangement (which arrangement may include replacement or backstop letters of credit issued under Parent’s credit facility) with respect to, any letters of credit issued for the Company or any of its Subsidiaries (including any letters of credit issued under the Company Credit Agreement) and (ii) correctly specify the amounts, including any applicable premiums, fees and expenses, necessary to repay such indebtedness and completely discharge the obligations of the Company and its Subsidiaries with respect to such indebtedness and release any Encumbrances on the assets and properties of the Company and its Subsidiaries relating to such indebtedness. The Company shall discharge such indebtedness at the Acceptance Time and implement such mutually satisfactory arrangement (which arrangement may include replacement or backstop letters of credit issued under Parent’s credit facility) with respect to, any letters of credit in accordance with instructions as may be provided in such payoff letters and, unless otherwise requested by Parent, permanently terminate the Company Credit Agreement and all related agreements. 63.

Termination of Certain Indebtedness. The Company shall use its reasonable best efforts to deliver to Parent, At least six (A6) at least four business days prior to the anticipated Acceptance TimeClosing Date, the Company shall deliver to Parent executed prepayment notices (to the extent the agreements underlying such Indebtedness require such notice) and (B) at least two five (5) business days prior to the Acceptance TimeClosing Date, the final form of Company shall deliver to Parent (a) customary payoff letters to be executed by third-party lenders or an agent, if applicable, on their behalf, in form and substance reasonably satisfactory to Parent and the Company, with respect to (i) all indebtedness and other obligations Indebtedness of the Company and its Subsidiaries under the Company Credit AgreementAgreement (including, provided that for the avoidance of doubt, all obligations under and in respect of any swap, hedging or similar agreement entered into by the Company shall not be required in connection with such Indebtedness) and (ii) any other Indebtedness for borrowed money specified by Parent to deliver any prepayment notice or payoff letter unless the requisite lenders under the Company Credit Agreement acknowledge and agree that such prepayment or payoff is not irrevocable and that prepayment of no later than twelve (12) business days prior to the Company Credit Agreement shall not be required unless and until the Acceptance Time occursClosing Date. Parent and the Company shall use reasonable best efforts to procure that such Such payoff letters shall (ix) provide for a mutually reasonably satisfactory arrangement (which arrangement may include replacement or backstop letters the cash collateralization of credit issued under Parent’s credit facility) with respect to, any letters of credit issued for the Company or any of its Subsidiaries (including any letters of credit issued under the Company Credit Agreement) and ), to the extent that Parent shall not have entered into an alternative arrangement with the issuing bank, (iiy) correctly specify the amounts, including any applicable premiums, fees and expenses, necessary to repay such indebtedness Indebtedness and completely discharge the obligations of the Company and its Subsidiaries with respect to such indebtedness Indebtedness and (z) release and terminate any Encumbrances on the assets and properties of the Company and its Subsidiaries relating to such indebtednessIndebtedness and any guarantees thereof. The At the Closing, the Company shall discharge such indebtedness at Indebtedness and, if applicable, provide for the Acceptance Time and implement such mutually satisfactory arrangement (which arrangement may include replacement or backstop letters cash collateralization of credit issued under Parent’s credit facility) with respect to, any letters of credit in accordance with instructions as may be provided in such payoff letters and, unless otherwise requested by ParentParent and permitted by the terms governing such Indebtedness, permanently terminate the Company Credit Agreement facilities providing for such Indebtedness and all related agreements. 63agreements (except to the extent necessary to survive with respect to cash collateralized letters of credit, if any, and certain customary obligations that survive the termination thereof).

Termination of Certain Indebtedness. Unless Parent notifies the Company in writing no later than seven (7) Business Days prior to the anticipated Acceptance Time that it does not intend to prepay the Indebtedness and other obligations of the Company and its Subsidiaries under, and terminate the Company Loan Agreement and all related agreements on or prior to Closing, the following provisions of this Section 6.9 shall apply. The Company shall use its reasonable best efforts to deliver to Parent, (A) at least four business days (4) Business Days prior to the anticipated Acceptance Time, executed prepayment notices and (B) at least two business days (2) Business Days prior to the Acceptance Time, the final form of payoff letters to be executed by third-party lenders or an agent, if applicable, on their behalf, in form and substance reasonably satisfactory to Parent and the Company, with respect to all indebtedness Indebtedness and other obligations of the Company and its Subsidiaries under the Company Credit Loan Agreement, provided provided, that the Company shall not be required to deliver any prepayment notice or payoff letter unless the requisite lenders under the Company Credit Loan Agreement acknowledge and agree that such prepayment or payoff is not irrevocable and that prepayment of the Company Credit Loan Agreement shall not be required unless and until the Acceptance Time occurs. Parent and the Company shall use reasonable best efforts to procure that such payoff letters shall (i) provide for a mutually reasonably satisfactory arrangement (which arrangement may include replacement or backstop letters of credit issued under Parent’s credit facility) with respect to, any letters of credit issued for the Company or any of its Subsidiaries (including any letters of credit issued under the Company Credit Loan Agreement) and (ii) correctly specify the amounts, including any applicable premiums, fees and expenses, if any, necessary to repay such indebtedness Indebtedness and completely discharge the obligations of the Company and its Subsidiaries with respect to such indebtedness Indebtedness and release any Encumbrances on the assets and properties of the Company and its Subsidiaries relating to such indebtednessIndebtedness. The Subject to its receipt of the payoff letters referred to in this Section 6.9, in form and substance reasonably satisfactory to Parent and the Company and duly executed by the applicable lenders, the Company shall discharge such indebtedness Indebtedness at the Acceptance Time and implement such mutually satisfactory arrangement (which arrangement may include replacement or backstop letters of credit issued under Parent’s credit facility) with respect to, any letters of credit in accordance with instructions as may be provided in such payoff letters and, unless otherwise requested by Parent, permanently terminate the Company Credit Loan Agreement and all related agreements. 63.

Termination of Certain Indebtedness. The Company shall use its reasonable best efforts to deliver to Parent, (Aa) at At least four business days six (6) Business Days prior to the anticipated Acceptance TimeClosing Date, the Company shall deliver to the Acquiror executed prepayment notices (to the extent the agreements underlying such Indebtedness require such notice) and (B) at least two business days five (5) Business Days prior to the Acceptance TimeClosing Date, the final form of Company shall deliver to the Acquiror (a) customary payoff letters to be executed by third-party lenders or an agent, if applicable, on their behalf, in form and substance reasonably satisfactory to Parent and the Company, with respect to (i) all indebtedness and other obligations Indebtedness of the Company and its Subsidiaries under the Company Credit AgreementAgreement (including, provided that for the avoidance of doubt, all obligations under and in respect of any swap, hedging or similar agreement entered into by the Company shall not be required in connection with such Indebtedness) and (ii) any other Indebtedness for borrowed money specified by the Acquiror to deliver any prepayment notice or payoff letter unless the requisite lenders under the Company Credit Agreement acknowledge and agree that such prepayment or payoff is not irrevocable and that prepayment of no later than twelve (12) Business Days prior to the Company Credit Agreement shall not be required unless and until the Acceptance Time occursClosing Date. Parent and the Company shall use reasonable best efforts to procure that such Such payoff letters shall (ix) provide for a mutually reasonably satisfactory arrangement (which arrangement may include replacement or backstop letters the cash collateralization of credit issued under Parent’s credit facility) with respect to, any letters of credit issued for the Company or any of its Subsidiaries (including any letters of credit issued under the Company Credit Agreement) and ), to the extent that Parent shall not have entered into an alternative arrangement with the issuing bank, (iiy) correctly specify the amounts, including any applicable premiums, fees and expenses, necessary to repay such indebtedness Indebtedness and completely discharge the obligations of the Company and its Subsidiaries with respect to such indebtedness Indebtedness and (z) release and terminate any Encumbrances on the assets and properties of the Company and its Subsidiaries relating to such indebtednessIndebtedness and any guarantees thereof. The At the Closing, the Company shall discharge such indebtedness at the Acceptance Time and implement such mutually satisfactory arrangement (which arrangement may include replacement or backstop letters of credit issued under Parent’s credit facility) with respect to, any letters of credit in accordance with instructions as may be provided in such payoff letters and, unless otherwise requested by Parent, permanently terminate the Company Credit Agreement and all related agreements. 63Indebtedness.

Termination of Certain Indebtedness. Unless Parent notifies the Company in writing no later than seven (7) Business Days prior to the anticipated Acceptance Time that it does not intend to prepay the Indebtedness and other obligations of the Company and its Subsidiaries under, and terminate the Company Loan Agreement and all related agreements on or prior to Closing, the following provisions of this Section 6.9 shall apply. The Company shall use its reasonable best efforts to deliver to Parent, (A) at least four business days (4) Business Days prior to the anticipated Acceptance Time, executed prepayment notices and (B) at least two business days (2) Business Days prior to the Acceptance Time, the final form of payoff letters to be executed by third-party lenders or an agent, if applicable, on their behalf, in form and substance reasonably satisfactory to Parent and the Company, with respect to all indebtedness Indebtedness and other obligations of the Company and its Subsidiaries under the Company Credit Loan Agreement, provided provided, that the Company shall not be required to deliver any prepayment notice or payoff letter unless the requisite lenders under the Company Credit Loan Agreement acknowledge and agree that such prepayment or payoff is not irrevocable and that prepayment of the Company Credit Loan Agreement shall not be required unless and until the Acceptance Time occurs. Parent and the Company shall use reasonable best efforts to procure that such payoff letters shall (i) provide for a mutually reasonably satisfactory arrangement (which arrangement may include replacement or backstop letters of credit issued under Parent’s 's credit facility) with respect to, any letters of credit issued for the Company or any of its Subsidiaries (including any letters of credit issued under the Company Credit Loan Agreement) and (ii) correctly specify the amounts, including any applicable premiums, fees and expenses, if any, necessary to repay such indebtedness Indebtedness and completely discharge the obligations of the Company and its Subsidiaries with respect to such indebtedness Indebtedness and release any Encumbrances on the assets and properties of the Company and its Subsidiaries relating to such indebtednessIndebtedness. The Subject to its receipt of the payoff letters referred to in this Section 6.9, in form and substance reasonably satisfactory to Parent and the Company and duly executed by the applicable lenders, the Company shall discharge such indebtedness Indebtedness at the Acceptance Time and implement such mutually satisfactory arrangement (which arrangement may include replacement or backstop letters of credit issued under Parent’s 's credit facility) with respect to, any letters of credit in accordance with instructions as may be provided in such payoff letters and, unless otherwise requested by Parent, permanently terminate the Company Credit Loan Agreement and all related agreements. 63.

Termination of Certain Indebtedness. The Company shall use its reasonable best efforts to deliver to Parent, (A) at least four business days Business Days prior to the anticipated Acceptance TimeClosing Date, executed prepayment notices and (B) at least two business days prior to the Acceptance TimeClosing Date, the final form of payoff letters to be executed by third-party lenders or an agent, if applicable, on their behalf, in form and substance reasonably satisfactory to Parent and the CompanyParent, with respect to all indebtedness and other obligations of the Company and its Subsidiaries under the Company Credit Agreement, provided that the Company shall not be required to deliver any prepayment notice or payoff letter unless the requisite lenders under the Company Credit Agreement acknowledge and agree that such prepayment or payoff is not irrevocable and that prepayment of the Company Credit Agreement shall not be required unless and until the Acceptance Time Closing occurs. Parent and the Company shall use reasonable best efforts to procure that such payoff letters shall (i) provide for a mutually reasonably satisfactory arrangement (which arrangement may include replacement or backstop letters of credit issued under Parent’s credit facility) with respect to, any letters of credit issued for the Company or any of its Subsidiaries (including any letters of credit issued under the Company Credit Agreement) and (ii) correctly specify the amounts, including any applicable premiums, fees and expenses, necessary to repay such indebtedness and completely discharge the obligations of the Company and its Subsidiaries with respect to such indebtedness and release any Encumbrances on the assets and properties of the Company and its Subsidiaries relating to such indebtedness. The If the Closing occurs (1) on or prior to January 31, 2011 the Company shall, or (2) after January 31, 2011 the Company shall use its reasonable best efforts to, discharge such indebtedness at the Acceptance Time Closing and implement such mutually satisfactory arrangement (which arrangement may include replacement or backstop letters of credit issued under ParentXxxxxx’s credit facility) with respect to, any letters of credit in accordance with instructions as may be provided in such payoff letters and, unless otherwise requested by Parent, permanently terminate the Company Credit Agreement and all related agreements. 63.