Common use of Treatment of Certain Indebtedness Clause in Contracts

Treatment of Certain Indebtedness. On or prior to the Closing Date, the Company shall, and shall cause its Subsidiaries to, use its and their respective reasonable best efforts to cause the administrative agent under the Existing Credit Agreement to furnish to Parent, no later than three (3) Business Days prior to the Closing Date, a draft of the payoff letter with respect to the Existing Credit Agreement (the “Payoff Letter”) in customary form, which Payoff Letter shall (x) indicate the total amount required to be paid to fully satisfy all principal, interest, prepayment premiums, penalties (if any), breakage costs or other amounts then due and payable, in each case, under the Existing Credit Agreement and the related loan documentation (the “Payoff Amount”) and (y) state that all obligations (including guarantees) in respect thereof and Liens granted in connection therewith on the assets of the Company or any of its Subsidiaries or otherwise on the business of the Company shall be, substantially concurrently with the receipt of the Payoff Amount on the Closing Date by the applicable agent under the Existing Credit Agreement, released or customary arrangements for such release shall have been made by such time, subject, as applicable, to the replacement (or cash collateralization or backstopping) of any then outstanding letters of credit or similar indebtedness. Parent shall provide all funds required to repay the Existing Credit Agreement pursuant to the Payoff Letter on the Closing Date. In no event shall the receipt of the Payoff Letter or the repayment or termination of the Existing Credit Agreement, or any other financing termination or the release of any Lien, be a condition to any of the obligations of Parent or Merger Sub hereunder.

Treatment of Certain Indebtedness. On or prior to the Closing Date, the The Company shall, and shall cause its Subsidiaries to, use its and their respective reasonable best efforts to deliver all notices and to take all other reasonable actions to cause (a) the administrative agent under the Existing Credit Agreement to furnish to Parent, no later than three (3) Business Days prior to the Closing Date, a draft of the payoff letter with respect to the Existing Credit Agreement (the “Payoff Letter”) repayment in customary form, which Payoff Letter shall (x) indicate the total amount required to be paid to fully satisfy all principal, interest, prepayment premiums, penalties (if any), breakage costs or other amounts then due and payable, in each case, under the Existing Credit Agreement and the related loan documentation (the “Payoff Amount”) and (y) state that all obligations (including guarantees) in respect thereof and Liens granted in connection therewith on the assets of the Company or any of its Subsidiaries or otherwise on the business of the Company shall be, substantially concurrently with the receipt of the Payoff Amount full on the Closing Date by (or in the applicable case of any letters of credit, cash collateralization, to the extent that Parent shall not have entered into an alternative arrangement with the issuing bank) of all amounts and other obligations then outstanding under and (b) the termination (to the extent provided therein and pursuant to the terms thereof) on the Closing Date of (such repayments and terminations, the “Existing Credit Facility Termination”) that certain Amended and Restated Credit Agreement, dated as of December 16, 2013, among the Company, Xxxxx Fargo Bank, National Association, as administrative agent, and the Subsidiaries of the Company, lenders and other financial institutions party thereto (the “Credit Agreement”), including using reasonable best efforts to obtain a payoff letter in customary form from the agent under the Existing Credit AgreementAgreement and, released or customary arrangements for such release shall have been made by such time, subject, as if applicable, to the replacement (or cash collateralization or backstopping) of any then outstanding letters of credit or similar indebtednessLien release, documentation. Parent shall provide all funds required to repay effect the Existing Credit Agreement pursuant to the Payoff Letter on the Closing DateFacility Termination. In no event shall the receipt of the Payoff Letter any such payoff letter or the repayment or termination consummation of the Existing Credit AgreementFacility Termination, or of any other financing termination or the release of any Lien, be a condition to any of the obligations of Parent or Merger Sub hereunder.

Treatment of Certain Indebtedness. On or prior to the Closing Date, the 7.5.1 The Company shall, and shall cause its Subsidiaries to, deliver all notices, reasonably cooperate with the Buyer and take all other actions reasonably requested by the Buyer to facilitate the termination at the Settlement of all commitments under the Credit Agreements, the repayment in full on the Settlement Date (or in the case of any letters of credit or letters of guarantee, cash collateralization, to the extent that the Buyer or any of its Affiliates shall not have entered into an alternative arrangement with the issuing bank) of all obligations in respect of the indebtedness under the Credit Agreements (other than with respect to contingent indemnification obligations not then due and owing), and the release on the Settlement Date of any guarantees thereof and of any liens securing all such indebtedness and guarantees. In furtherance and not in limitation of the foregoing, the Company and its Subsidiaries shall use its and their respective reasonable best efforts and shall reasonably cooperate with the Buyer to cause obtain and deliver to Buyer (A) at least ten (10) Business Days prior to the administrative agent under the Existing Credit Agreement to furnish to Parent, no later than Settlement Date a draft payoff letter and related release documentation and (B) at least three (3) Business Days prior to the Closing Date, a draft of the Settlement Date an executed payoff letter with respect to the Existing Credit Agreement Agreements and related release documentation (together, the “"Payoff Letter”) "), in form and substance customary formfor transactions of this type, from the applicable agent on behalf of the Persons to whom such indebtedness is owed, which Payoff Letter shall shall, among other things, include the payoff amount and provide that liens (x) indicate the total amount required to be paid to fully satisfy all principaland guarantees), interest, prepayment premiums, penalties (if any), breakage costs or other amounts then due and payable, in each case, under the Existing Credit Agreement and the related loan documentation (the “Payoff Amount”) and (y) state that all obligations (including guarantees) in respect thereof and Liens granted in connection therewith on with the assets Credit Agreements relating to the assets, rights and properties of the Company and its Subsidiaries securing such indebtedness and guarantees shall, upon the payment of the amount set forth in the Payoff Letter at or prior to the Settlement, be released and terminated. The obligations of the Company pursuant to this clause 7.5.1 shall be subject to the Buyer or any of its Subsidiaries or otherwise on the business Affiliates providing all funds required to effect all such repayments and cash collateralization of the Company shall be, substantially concurrently with the receipt of the Payoff Amount on the Closing Date by the applicable agent under the Existing Credit Agreement, released or customary arrangements for such release shall have been made by such time, subject, as applicable, to the replacement (or cash collateralization or backstoppingalternative arrangement with respect to) of any then outstanding letters of credit or similar indebtedness. Parent shall provide all funds required to repay the Existing Credit Agreement pursuant letters of guarantee at or prior to the Payoff Letter on the Closing DateSettlement. In no event shall the receipt of the Payoff Letter or the repayment or termination of the Existing Credit Agreement, or any other financing termination or the release of any Lien, be a condition to any of the obligations of Parent or Merger Sub hereunder.45 / 107

Treatment of Certain Indebtedness. On or prior to the Closing Date, the (a) The Company shall, and shall cause its Subsidiaries to, use take all actions within its and their respective reasonable best efforts its Subsidiaries' control required to cause the administrative agent under the Existing Credit Agreement to furnish have furnished to Parent, no later than three (3) Business Days prior to the Closing Date, a draft copies of the payoff letter letter(s) with respect to the Company's Existing Credit Agreement (the “each, a "Payoff Letter”") in customary formform and substance from the administrative agents or similar agents under the Company's Existing Credit Agreement, which Payoff Letter Letters shall (x) indicate the total amount required to be paid to fully satisfy all principal, interest, prepayment premiums, penalties (if any), breakage costs or other amounts then due and payable, in each case, under the Existing Credit Agreement and the related loan documentation (the “"Payoff Amount”) and "), (y) state that all obligations (including guarantees) in respect thereof and Liens granted in connection therewith on the assets of the Company or any of its Subsidiaries or otherwise on the business of the Company shall be, substantially concurrently with the receipt of the Payoff Amount on the Closing Date by the applicable agent under the Existing Credit Agreement, released or customary arrangements reasonably satisfactory to Parent for such release shall have been made by such time, subject, as applicable, to the replacement (or cash collateralization or backstopping) of any then outstanding letters of credit or similar indebtedness. indebtedness and (z) authorize Parent shall provide or its designee to file any and all funds required to repay the Existing Credit Agreement pursuant to the Payoff Letter on the Closing Date. In no event shall the receipt releases, discharges or terminations of the Payoff Letter or the repayment or termination of the Existing Credit Agreement, or any other financing termination or the release of any Lien, be a condition liens with respect to any of collateral securing such obligations from and after the obligations of Parent or Merger Sub hereunderEffective Time.

Treatment of Certain Indebtedness. (a) On or prior to the Closing Datefifth (5th) Business Day prior to the Closing, the Company shallshall obtain a payoff letter from the agent under that certain Credit Agreement, dated as of August 26, 2009, among the Company, US Oncology, Inc., the Lenders party thereto, Deutsche Bank Trust Company Americas, as Administrative Agent and Collateral Agent, Mxxxxx Sxxxxxx Senior Funding, Inc. and Wxxxx Fargo Bank, N.A., as Syndication Agents, and shall cause its Subsidiaries toJPMorgan Chase Bank, use its and their respective reasonable best efforts to cause N.A. as Documentation Agent (the administrative agent under the Existing “Company Credit Agreement to furnish Agreement”), in customary form reasonably acceptable to Parent, no later than three (3) Business Days prior to the Closing Date, a draft of the payoff letter with respect to the Existing Indebtedness of the Company and its Subsidiaries under such Company Credit Agreement (the “Payoff Letter”) in customary form, which Payoff Letter payoff letter shall (xi) indicate the total amount required to be paid to fully satisfy all principal, interest, prepayment premiums, penalties (if any)penalties, breakage costs or other amounts then due and payable, in each case, under similar obligations related to such Indebtedness as of the Existing Credit Agreement and the related loan documentation Closing Date (the “Payoff Amount”), (ii) indicate the total face amount of Company LCs and (yiii) state that all liens in connection therewith relating to the assets of the Company or any Subsidiary of the Company shall be, upon the payment of the Payoff Amount on the Closing Date and the replacement of the Company LCs or the issuance of Parent LCs, as provided below, released (the payoff letter described in this sentence being referred to as the “Payoff Letter”). The Company shall, and shall cause its Subsidiaries to, deliver all notices and take all other actions reasonably requested by Parent, or otherwise necessary, to facilitate (i) the termination of commitments under the Company Credit Agreement, the repayment in full of all obligations (including guarantees) in respect thereof then outstanding thereunder and Liens granted the release of all liens in connection therewith on the assets Closing Date and (ii)(x) the replacement of all letters of credit issued for the account of the Company or any of its Subsidiaries under the Company Credit Agreement (the “Company LCs”) with letters of credit issued and outstanding under Parent’s credit facilities (the “Parent LCs”), or otherwise on (y) if it is impracticable to replace the business Company LCs, the issuance to the letter of credit issuer under the Company Credit Agreement of “back to back” letters of credit under Parent’s credit facilities, in a face amount equal to the face amount of the Company LCs, which letters of credit provided by Parent shall bebe for the sole purpose of reimbursing the letter of credit issuer under the Company Credit Agreement for drawings made on the Company LCs, substantially concurrently with the receipt plus accrued interest and fees thereon, effective as of the Payoff Amount on the Closing Date by (such termination, repayment, release and replacement or issuance, the applicable “Credit Agreement Termination”). Concurrently with the Closing, Parent shall pay to the administrative agent under the Existing Credit Agreement, released or customary arrangements for such release shall have been made by such time, subject, as applicable, to the replacement (or cash collateralization or backstopping) of any then outstanding letters of credit or similar indebtedness. Parent shall provide all funds required to repay the Existing Company Credit Agreement all amounts required pursuant to the Payoff Letter on terms of the Closing Date. In no event shall the receipt of Company Credit Agreement and specified in the Payoff Letter or to effect the repayment or termination of the Existing Credit Agreement, or any other financing termination or the release of any Lien, be a condition to any of the obligations of Parent or Merger Sub hereunderAgreement Termination.

Treatment of Certain Indebtedness. On or prior to the Closing Date, the (a) The Company shall, shall (and shall cause its Subsidiaries to, use its ) deliver all notices and their respective reasonable best efforts take all other actions reasonably required to cause facilitate at or prior to the administrative agent Effective Time the termination of all commitments outstanding under the Existing Credit Agreement to furnish and the Existing Securitization Facility, the repayment in full of all obligations outstanding thereunder, the release of all Liens securing such obligations, and the release of all guarantees in connection therewith. In furtherance and not in limitation of the foregoing, the Company shall obtain and deliver to Parent, no later than at least three (3) Business Days prior to the Closing Date, (a) a draft of the customary payoff letter letter, in form and substance reasonably acceptable to Parent, with respect to each of the Existing Credit Agreement and the Existing Securitization Facility and (b) other customary documents relating to the “Payoff Letter”) in customary formrelease of any Liens securing, which Payoff Letter shall (x) indicate and guarantees of, the Existing Credit Agreement and the Existing Securitization Facility, as applicable. Such payoff letters together with any related documentation shall, among other things, set forth the total dollar amount required to be paid to fully satisfy (including all principal, interest, prepayment premiumspenalties, penalties (if any), breakage costs or other similar obligations thereunder) in order to fully satisfy and pay off the total amounts then due and payable, in each case, payable under the Existing Credit Agreement and the related loan documentation (Existing Securitization Facility, as applicable, at the “Payoff Amount”) Effective Time and (y) state provide that all obligations (including guarantees) in respect thereof guarantees and Liens granted in connection therewith on relating to the assets assets, rights and properties of the Company and its Subsidiaries securing such obligations (as applicable), shall, upon the payment of the amount set forth in such payoff letters at or prior to the Effective Time, be released and terminated. Notwithstanding anything herein to the contrary, in no event shall this Section 6.14 require the Company or any of its Subsidiaries to cause any such payoff letter or otherwise on releases to be effective unless and until the business of Effective Time has occurred and Parent has provided or caused to be provided to the Company shall beor its Subsidiaries, substantially concurrently with or the receipt payees specified in such payoff letters, funds to pay in full the then-outstanding principal amount of the Payoff Amount on the Closing Date by the applicable agent and accrued and unpaid interest and fees under the Existing Credit Agreement, released or customary arrangements for such release shall have been made by such time, subjectAgreement and the Existing Securitization Facility, as applicable, to the replacement (or cash collateralization or backstopping) of any then outstanding letters of credit or similar indebtedness. Parent shall provide all funds required to repay the Existing Credit Agreement pursuant to the Payoff Letter on the Closing Date. In no event shall the receipt of the Payoff Letter or the repayment or termination of the Existing Credit Agreement, or any other financing termination or the release of any Lien, be a condition to any of the obligations of Parent or Merger Sub hereunder.

Treatment of Certain Indebtedness. On or prior to the Closing Date, the (a) The Company shall, and shall cause its Subsidiaries to, use its and their respective reasonable best efforts to cause negotiate a payoff letter from the administrative agent under the Existing Credit Agreement Revolver, in customary form reasonably acceptable to furnish to ParentBuyer, no later than three (3) Business Days prior to the Closing Date, a draft of the payoff letter with respect to the Existing Credit Agreement (Funded Indebtedness of the “Payoff Letter”) in customary form, Company and its Subsidiaries under the Revolver which Payoff Letter payoff letter shall (xi) indicate the total amount required to be paid to fully satisfy all principal, interest, prepayment premiums, penalties (if any)penalties, breakage costs or other amounts then due similar obligations related to such Funded Indebtedness as of the anticipated Closing Date (and payable, in each case, under the Existing Credit Agreement and the related loan documentation daily accrual thereafter) (the “Payoff Amount”) and (yii) state that all obligations (including guarantees) in respect thereof liens and Liens granted all guarantees in connection therewith on relating to the assets of the Company or any of its Subsidiaries or otherwise on the business Subsidiary of the Company shall be, substantially concurrently with upon the receipt payment of the Payoff Amount on the Closing Date by the applicable agent under the Existing Credit AgreementDate, released or customary arrangements for such release and terminated (the payoff letter described in this sentence being referred to as the “Payoff Letter”). The Company shall have been made by such time, subject, as applicable, use its reasonable best efforts to the replacement (or cash collateralization or backstopping) deliver a copy of any then outstanding letters of credit or similar indebtedness. Parent shall provide all funds required to repay the Existing Credit Agreement pursuant to the Payoff Letter to Buyer no less than two Business Days prior to the Closing Date. The Company shall use reasonable best efforts to, and shall use reasonable best efforts to cause its Subsidiaries to, deliver all notices and take all other actions reasonably requested by Buyer to facilitate the termination of commitments under the Revolver, effective as of the Effective Time, the repayment in full of all obligations then outstanding thereunder (using funds provided by Buyer) and the release of all Encumbrances and termination of all guarantees in connection therewith on the Closing Date. In , effective as of the Effective Time (such termination, repayment and release, the “Credit Agreement Termination”); provided, that in no event shall this Section 5.15(a) require the receipt Company or any of its Subsidiaries to make any payment or incur any obligation or liability in connection with such Credit Agreement Termination or cause such Credit Agreement Termination unless the Closing shall have occurred and the Company shall have received funds to pay in full the Payoff Letter or the repayment or termination of the Existing Credit Agreement, or any other financing termination or the release of any Lien, be a condition to any of the obligations of Parent or Merger Sub hereunderAmount.

Treatment of Certain Indebtedness. On or prior to the Closing Date, the (a) The Company shall, and shall cause its Subsidiaries to, use take all actions within its and their respective reasonable best efforts its Subsidiaries’ control required to cause the administrative agent under the Existing Credit Agreement to furnish have furnished to Parent, no later than three (3) Business Days prior to the Closing Date, a draft copies of the payoff letter letter(s) with respect to the Company’s Existing Credit Agreement (the each, a “Payoff Letter”) in customary formform and substance from the administrative agents or similar agents under the Company’s Existing Credit Agreement, which Payoff Letter Letters shall (x) indicate the total amount required to be paid to fully satisfy all principal, interest, prepayment premiums, penalties (if any), breakage costs or other amounts then due and payable, in each case, under the Existing Credit Agreement and the related loan documentation (the “Payoff Amount”) and ), (y) state that all obligations (including guarantees) in respect thereof and Liens granted in connection therewith on the assets of the Company or any of its Subsidiaries or otherwise on the business of the Company shall be, substantially concurrently with the receipt of the Payoff Amount on the Closing Date by the applicable agent under the Existing Credit Agreement, released or customary arrangements reasonably satisfactory to Parent for such release shall have been made by such time, subject, as applicable, to the replacement (or cash collateralization or backstopping) of any then outstanding letters of credit or similar indebtedness. indebtedness and (z) authorize Parent shall provide or its designee to file any and all funds required to repay the Existing Credit Agreement pursuant to the Payoff Letter on the Closing Date. In no event shall the receipt releases, discharges or terminations of the Payoff Letter or the repayment or termination of the Existing Credit Agreement, or any other financing termination or the release of any Lien, be a condition liens with respect to any of collateral securing such obligations from and after the obligations of Parent or Merger Sub hereunderEffective Time.

Treatment of Certain Indebtedness. On or prior to the Closing Date, the 7.5.1 The Company shall, and shall cause its Subsidiaries to, deliver all notices, reasonably cooperate with the Buyer and take all other actions reasonably requested by the Buyer to facilitate the termination at the Settlement of all commitments under the Credit Agreements, the repayment in full on the Settlement Date (or in the case of any letters of credit or letters of guarantee, cash collateralization, to the extent that the Buyer or any of its Affiliates shall not have entered into an alternative arrangement with the issuing bank) of all obligations in respect of the indebtedness under the Credit Agreements (other than with respect to contingent indemnification obligations not then due and owing), and the release on the Settlement Date of any guarantees thereof and of any liens securing all such indebtedness and guarantees. In furtherance and not in limitation of the foregoing, the Company and its Subsidiaries shall use its and their respective reasonable best efforts and shall reasonably cooperate with the Buyer to cause obtain and deliver to Buyer (A) at least ten (10) Business Days prior to the administrative agent under the Existing Credit Agreement to furnish to Parent, no later than Settlement Date a draft payoff letter and related release documentation and (B) at least three (3) Business Days prior to the Closing Date, a draft of the Settlement Date an executed payoff letter with respect to the Existing Credit Agreement Agreements and related release documentation (together, the “Payoff Letter”) ), in form and substance customary formfor transactions of this type, from the applicable agent on behalf of the Persons to whom such indebtedness is owed, which Payoff Letter shall shall, among other things, include the payoff amount and provide that liens (x) indicate the total amount required to be paid to fully satisfy all principaland guarantees), interest, prepayment premiums, penalties (if any), breakage costs or other amounts then due and payable, in each case, under the Existing Credit Agreement and the related loan documentation (the “Payoff Amount”) and (y) state that all obligations (including guarantees) in respect thereof and Liens granted in connection therewith on with the assets Credit Agreements relating to the assets, rights and properties of the Company and its Subsidiaries securing such indebtedness and guarantees shall, upon the payment of the amount set forth in the Payoff Letter at or prior to the Settlement, be released and terminated. The obligations of the Company pursuant to this clause 7.5.1 shall be subject to the Buyer or any of its Subsidiaries or otherwise on the business Affiliates providing all funds required to effect all such repayments and cash collateralization of the Company shall be, substantially concurrently with the receipt of the Payoff Amount on the Closing Date by the applicable agent under the Existing Credit Agreement, released or customary arrangements for such release shall have been made by such time, subject, as applicable, to the replacement (or cash collateralization or backstoppingalternative arrangement with respect to) of any then outstanding letters of credit or similar indebtedness. Parent shall provide all funds required to repay the Existing Credit Agreement pursuant letters of guarantee at or prior to the Payoff Letter on the Closing Date. In no event shall the receipt of the Payoff Letter or the repayment or termination of the Existing Credit Agreement, or any other financing termination or the release of any Lien, be a condition to any of the obligations of Parent or Merger Sub hereunderSettlement.

Treatment of Certain Indebtedness. (a) On or prior to the Closing Datefifth (5th) Business Day prior to the Closing, the Company shallshall obtain a payoff letter from the agent under that certain Credit Agreement, dated as of August 26, 2009, among the Company, US Oncology, Inc., the Lenders party thereto, Deutsche Bank Trust Company Americas, as Administrative Agent and Collateral Agent, Xxxxxx Xxxxxxx Senior Funding, Inc. and Xxxxx Fargo Bank, N.A., as Syndication Agents, and shall cause its Subsidiaries toJPMorgan Chase Bank, use its and their respective reasonable best efforts to cause N.A. as Documentation Agent (the administrative agent under the Existing “Company Credit Agreement to furnish Agreement”), in customary form reasonably acceptable to Parent, no later than three (3) Business Days prior to the Closing Date, a draft of the payoff letter with respect to the Existing Indebtedness of the Company and its Subsidiaries under such Company Credit Agreement (the “Payoff Letter”) in customary form, which Payoff Letter payoff letter shall (xi) indicate the total amount required to be paid to fully satisfy all principal, interest, prepayment premiums, penalties (if any)penalties, breakage costs or other amounts then due and payable, in each case, under similar obligations related to such Indebtedness as of the Existing Credit Agreement and the related loan documentation Closing Date (the “Payoff Amount”), (ii) indicate the total face amount of Company LCs and (yiii) state that all liens in connection therewith relating to the assets of the Company or any Subsidiary of the Company shall be, upon the payment of the Payoff Amount on the Closing Date and the replacement of the Company LCs or the issuance of Parent LCs, as provided below, released (the payoff letter described in this sentence being referred to as the “Payoff Letter”). The Company shall, and shall cause its Subsidiaries to, deliver all notices and take all other actions reasonably requested by Parent, or otherwise necessary, to facilitate (i) the termination of commitments under the Company Credit Agreement, the repayment in full of all obligations (including guarantees) in respect thereof then outstanding thereunder and Liens granted the release of all liens in connection therewith on the assets Closing Date and (ii)(x) the replacement of all letters of credit issued for the account of the Company or any of its Subsidiaries under the Company Credit Agreement (the “Company LCs”) with letters of credit issued and outstanding under Parent’s credit facilities (the “Parent LCs”), or otherwise on (y) if it is impracticable to replace the business Company LCs, the issuance to the letter of credit issuer under the Company Credit Agreement of “back to back” letters of credit under Parent’s credit facilities, in a face amount equal to the face amount of the Company LCs, which letters of credit provided by Parent shall bebe for the sole purpose of reimbursing the letter of credit issuer under the Company Credit Agreement for drawings made on the Company LCs, substantially concurrently with the receipt plus accrued interest and fees thereon, effective as of the Payoff Amount on the Closing Date by (such termination, repayment, release and replacement or issuance, the applicable “Credit Agreement Termination”). Concurrently with the Closing, Parent shall pay to the administrative agent under the Existing Credit Agreement, released or customary arrangements for such release shall have been made by such time, subject, as applicable, to the replacement (or cash collateralization or backstopping) of any then outstanding letters of credit or similar indebtedness. Parent shall provide all funds required to repay the Existing Company Credit Agreement all amounts required pursuant to the Payoff Letter on terms of the Closing Date. In no event shall the receipt of Company Credit Agreement and specified in the Payoff Letter or to effect the repayment or termination of the Existing Credit Agreement, or any other financing termination or the release of any Lien, be a condition to any of the obligations of Parent or Merger Sub hereunderAgreement Termination.