Common use of Treatment of Company Indebtedness Clause in Contracts

Treatment of Company Indebtedness. (i) The Company shall, and shall cause its Subsidiaries to, use commercially reasonable efforts to deliver all notices and take all other actions, in each case to the extent reasonably requested by the Parent, that are reasonably necessary to facilitate the termination at the Effective Time of all commitments in respect of the Company Credit Facilities, the repayment in full on the Closing Date of all obligations in respect of the indebtedness thereunder, and the release on the Closing Date of any Liens securing such indebtedness and guarantees in connection therewith. In furtherance and not in limitation of the foregoing, the Company and its Subsidiaries shall use commercially reasonable efforts to deliver to Parent (x) at least seven (7) Business Days prior to the Closing Date, a draft payoff letter with respect to the Company Credit Facilities and (y) at least one (1) Business Days prior to the Closing Date, an executed payoff letter with respect to the Company Credit Facilities (the “Payoff Letter”) in form and substance customary for transactions of this type, from the applicable agent on behalf of the Persons to whom such indebtedness is owed, which Payoff Letter together with any related release documentation shall, among other things, include the payoff amount and provide that Liens (and guarantees), if any, granted in connection with the Company Credit Facilities relating to the assets, rights and properties of the Company and its Subsidiaries securing or relating to such indebtedness, shall, upon the payment of the amount set forth in the applicable Payoff Letter, be released and terminated. The obligations of the Company pursuant to this Section 7.15(i)(i) shall be subject to Parent and Merger Sub providing or causing to be provided all funds required to effect all such repayments at or prior to the Effective Time.

Treatment of Company Indebtedness. (i) The Company shall, and shall cause its the Company Subsidiaries to, use commercially reasonable efforts to deliver all notices and take all other actionsactions reasonably requested by Parent that are required to, in accordance with the terms thereof, terminate all commitments outstanding under the Company Credit Agreement, repay in full of all obligations, if any, outstanding thereunder, and facilitate the release of all Liens, if any, securing such obligations, and the release of all guarantees, if any, in connection therewith, in each case to case, on the extent reasonably requested by the Parent, that are reasonably necessary to facilitate the termination at Closing Date as of the Effective Time (such termination, repayment and releases, the “Credit Facility Terminations”); provided that, for the avoidance of all commitments doubt, the Company may rescind any such notice in respect accordance with the terms of the Company Credit Facilities, Agreement if the repayment in full Effective Time does not occur on the Closing Date of all obligations prepayment and termination date specified in respect of the indebtedness thereunder, and the release on the Closing Date of any Liens securing such indebtedness and guarantees in connection therewithnotice. In furtherance and not in limitation of the foregoing, the Company shall, and its shall cause the Company Subsidiaries shall to, use commercially reasonable best efforts to deliver to Parent (x) at least seven (7) Business Days two business days prior to the Closing Date, a draft payoff letter with respect and shall deliver to the Company Credit Facilities and (y) at least one (1) Business Days Parent on or prior to the Closing Date, an executed payoff letter with respect to the Company Credit Facilities Agreement (the “Payoff Letter”) in form and substance customary for transactions of this typetype (and drafts reasonably in advance thereof), from the applicable agent on behalf of the Persons to whom such indebtedness Indebtedness is owed, (the “Financing Agent”), which Payoff Letter Letters together with any related release documentation shall, among other things, include the payoff amount and provide that all Liens (and guarantees), if any, granted in connection with the Company Credit Facilities therewith relating to the assets, rights and properties of the Company and its the Company Subsidiaries securing or relating to such indebtednessIndebtedness and any other obligations secured thereby, shall, upon the payment of the amount set forth in the applicable Payoff LetterLetter on the Closing Date, be released and terminated. The obligations Parent and Xxxxxx Sub shall use reasonable best efforts to enter arrangements reasonably satisfactory to the Financing Agent in respect of any letters of credit issued under the Company Credit Agreement. Notwithstanding anything in this Agreement to the contrary (but subject to the requirement to deliver prepayment and termination notices by the time required by and otherwise in accordance with the terms of the Company pursuant to Credit Agreement), in no event shall this Section 7.15(i)(i) shall 7.14 require the Company or any of the Company Subsidiaries to cause the Credit Facility Terminations to be subject to consummated unless and until the Effective Time has occurred and Parent and Merger Sub providing has provided or causing caused to be provided all funds required to effect all such repayments at or prior to the Effective TimeCompany or the Company Subsidiaries funds (or Parent has directed the Company or any of the Company Subsidiaries to use funds on their balance sheet) to pay in full the then-outstanding principal amount of and accrued and unpaid interest and fees under the Company Credit Agreement.

Treatment of Company Indebtedness. (ia) The If requested by Buyer in writing, Company shall, and shall cause its Subsidiaries to, deliver all notices and other documents reasonably requested by Buyer that are required to cause and evidence the termination of all commitments outstanding under the Company Credit Agreement, the repayment in full of all obligations, if any, outstanding thereunder, the release of all Liens, if any, securing such obligations, and the release of all guarantees in connection therewith on the Closing Date as of the Effective Time (such notices, documents, termination, repayment and releases, the “Credit Facility Terminations”). In furtherance and not in limitation of the foregoing, Company shall, and shall cause its Subsidiaries to, use commercially reasonable efforts to deliver all notices and take all other actions, in each case to the extent reasonably requested by the Parent, that are reasonably necessary to facilitate the termination at the Effective Time of all commitments in respect of the Company Credit Facilities, the repayment in full on the Closing Date of all obligations in respect of the indebtedness thereunder, and the release on the Closing Date of any Liens securing such indebtedness and guarantees in connection therewith. In furtherance and not in limitation of the foregoing, the Company and its Subsidiaries shall use commercially reasonable best efforts to deliver to Parent (x) at least seven (7) Business Days Buyer prior to the Closing Date, a draft payoff letter with respect to the Company Credit Facilities and (y) at least one (1) Business Days prior to the Closing Date, Date an executed payoff letter with respect to the Company Credit Facilities Agreement (the a “Payoff Letter”) in form and substance customary for transactions of this type, from the applicable agent on behalf of the Persons to whom such indebtedness is owed), which Payoff Letter together with any related release documentation shall, among other things, shall include the payoff amount and provide that all Liens (and guarantees), if any, granted in connection with the Company Credit Facilities therewith relating to the assets, rights and properties of the Company and its Subsidiaries securing or relating to such indebtednessindebtedness and any other obligations secured thereby, shall, upon the payment of the amount set forth in the applicable Payoff LetterLetter on the Closing Date as of the Effective Time, be released and terminated. The obligations of Notwithstanding anything herein to the Company pursuant to contrary, in no event shall this Section 7.15(i)(i) shall 5.23 require Company or any of its Subsidiaries to cause the Credit Facility Terminations to be subject to Parent effective unless and Merger Sub providing until the Effective Time has occurred and Buyer has provided or causing caused to be provided all to Company or its Subsidiaries funds required (or Buyer has directed Company or any of its Subsidiaries to effect all such repayments at or prior use funds on their balance sheet) to pay in full the Effective Timethen-outstanding principal amount, and accrued and unpaid interest and fees outstanding, under the Company Credit Agreement.

Treatment of Company Indebtedness. The Company and Parent shall cooperate with each other with respect to customary actions for transactions of this type that are reasonably requested by Parent to be taken by the Company or its Subsidiaries under the Company Credit Agreement or any of the Company’s outstanding debt securities in connection with the Merger; provided that (i) The none of the Company, its Subsidiaries or their representatives shall be required to execute or deliver, or agree to any change or modification of, any agreement that is effective prior to the Closing or that would be effective if the Closing does not occur, or deliver or cause to be delivered any opinion of counsel in connection therewith and (ii) Parent shall provide a customary indemnity in connection therewith. Without limiting the foregoing, the Company shallshall use reasonable best efforts, and shall cause its applicable Subsidiaries to, to use commercially reasonable efforts to deliver all notices and take all other actionsefforts, in each case to the extent reasonably requested by the Parent, that are reasonably necessary to facilitate the termination at the Effective Time of all commitments in respect of the Company Credit Facilities, the repayment in full on the Closing Date of all obligations in respect of the indebtedness thereunder, and the release on the Closing Date of any Liens securing such indebtedness and guarantees in connection therewith. In furtherance and not in limitation of the foregoing, the Company and its Subsidiaries shall use commercially reasonable efforts to deliver to Parent (x) at least seven three (73) Business Days prior to the Closing Date, Date a draft copy of a payoff letter (subject to the delivery of funds as arranged by Parent) with respect to the Company Credit Facilities and Agreement (ythe “Subject Indebtedness”) at least one (1) Business Days prior to the Closing Datein customary form, an executed which payoff letter with respect shall (i) indicate the total amount required to be paid to fully satisfy all principal, interest, prepayment premiums, penalties, breakage costs and any other monetary obligations then due and payable under the Company Credit Facilities Subject Indebtedness as of the anticipated Closing Date (and the daily accrual thereafter) (the “Payoff LetterAmount”), (ii) in form and substance customary for transactions of this type, from the applicable agent on behalf state that upon receipt of the Persons to whom Payoff Amount under such indebtedness is owedpayoff letter, which Payoff Letter together with any the Subject Indebtedness and all related release documentation shall, among other things, include the payoff amount loan documents shall be terminated and (iii) provide that all Liens (and guarantees), if any, granted guarantees in connection with the Company Credit Facilities Subject Indebtedness relating to the assets, rights assets and properties of the Company and or any of its Subsidiaries securing or relating to such indebtedness, shall, the obligations under the Subject Indebtedness shall be released and terminated upon the payment of the amount set forth in Payoff Amount on the applicable Payoff Letter, be released and terminated. The obligations of the Company pursuant to this Section 7.15(i)(i) shall be subject to Parent and Merger Sub providing or causing to be provided all funds required to effect all such repayments at or prior to the Effective TimeClosing Date.

Treatment of Company Indebtedness. (i) The Company shall, and shall cause its Subsidiaries to, use commercially reasonable efforts to deliver all notices and take all other actions, in each case to the extent reasonably requested by the Upon request of Parent, that are reasonably necessary to facilitate the termination at the Effective Time of all commitments in respect of the Company Credit Facilities, the repayment in full on the Closing Date of all obligations in respect of the indebtedness thereunder, and the release on the Closing Date of any Liens securing such indebtedness and guarantees in connection therewith. In furtherance and not in limitation of the foregoing, the Company and its Subsidiaries shall use its commercially reasonable efforts to deliver take any actions reasonably requested by Parent that are necessary to facilitate the payoff (to the extent permitted by the terms of the applicable instrument) by Parent of the Indebtedness pursuant to (a) the Second Amended and Restated Credit Agreement, by and among JMP Group Inc., the lenders party thereto and City National Bank, as administrative agent, dated as of April 30, 2014, as amended, (b) the Revolving Note and Cash Subordination Agreement, by and between City National Bank and JMP Securities LLC, dated as of April 8, 2011, as amended, (c) the Indenture between JMP Group Inc. and U.S. Bank National Association, as trustee, dated as of January 24, 2013, as supplemented, and (d) the Indenture between the Company and U.S. Bank National Association, as trustee, dated as of September 26, 2019, as supplemented, including by obtaining a payoff letter in customary form and substance from the agent or other applicable party under each such debt instrument (and delivering a draft of each such payoff letter to Parent not less than two (x) at least seven (72) Business Days prior to the Closing DateClosing) setting forth (i) the amount that must be paid in satisfaction or discharge of the applicable indebtedness, a draft payoff letter with respect to the Company Credit Facilities (ii) wire instructions for payment and (yiii) at least one (1) Business Days prior to the Closing Date, an executed payoff letter with respect to the Company Credit Facilities (the “Payoff Letter”) in form and substance customary for transactions of this type, from the applicable agent on behalf assurances that upon payment of the Persons to whom such indebtedness is owedamounts specified therein, which Payoff Letter together with any related release documentation shallall outstanding indebtedness, among liabilities or other things, include the payoff amount and provide that Liens (and guarantees), if any, granted in connection with the Company Credit Facilities relating to the assets, rights and properties obligations of the Company and its Subsidiaries securing or relating to under such indebtedness, shall, upon debt instrument (other than contingent obligations for which no demand has been made and other liabilities which by their terms survive the payment termination of the amount set forth applicable agreements) shall have been paid and discharged in full and that any and all Liens securing such obligations shall be released, together with any termination statements on Form UCC-3 or other releases reasonably necessary to evidence the applicable Payoff Letter, be released satisfaction and terminated. The obligations release of any Liens on the assets of the Company pursuant to this Section 7.15(i)(i) or its Subsidiaries arising in connection therewith; it being understood that Parent shall be subject to Parent and Merger Sub providing or causing to be provided provide all funds required (or shall use funds of the Surviving Company) to actually effect all such repayments at or prior to the Effective Timepayoff and termination.

Treatment of Company Indebtedness. (i) The Company shall, and shall cause its Subsidiaries to, use commercially reasonable efforts to, as soon as reasonably practicable after (and not prior to) the receipt of a written request from Parent to do so, on the terms and conditions specified by Parent and in compliance with all applicable terms and conditions of the Existing Term Loan or Existing Note Purchase Agreement, as applicable, (A) seek an amendment or amendments to the Existing Note Purchase Agreement to enable the entry into payoff documentation providing for the conditional discharge and termination of, or pursue any other approach chosen by Parent to the defeasance, satisfaction and discharge, constructive satisfaction and discharge, refinancing, repayment, repurchase, redemption, termination, amendment, guarantee or other treatment of, the Existing Note Purchase Agreement, 2017 Private Placement Notes and 2020 Private Placement Notes upon the occurrence of the Closing (any transaction pursuant to this clause (A), a “Note Purchase Agreement Transaction”) and (B) seek an amendment or amendments to the Existing Term Loan to permit the Mergers and the other transactions contemplated by this Agreement, including the Debt Financing, or pursue any other approach chosen by Parent to the defeasance, satisfaction and discharge, constructive satisfaction and discharge, refinancing, repayment, repurchase, redemption, termination, amendment, guarantee or other treatment of the Existing Term Loan (any transaction pursuant to this clause (B), a “Term Loan Transaction”). Parent will be permitted to commence and conduct offers to purchase or exchange, and conduct consent solicitations with respect to, any or all of the outstanding Senior Notes on such terms and conditions, including pricing terms and amendments to the terms and provisions of the Existing Senior Notes Indenture, that are specified, from time to time, by Parent (each, a “Debt Offer” and collectively, the “Debt Offers”) and which are permitted by the terms of such Senior Notes, the Existing Senior Notes Indenture and applicable Law, including SEC rules and regulations; provided, that any such Debt Offer shall be consummated substantially simultaneously with or after the Closing using funds provided by Parent (the Note Purchase Agreement Transactions, Term Loan Transactions and Debt Offers, collectively the “Debt Transactions”). The Company shall not be required to take any action in respect of any Debt Transaction, or to execute or deliver any document in connection therewith, until Parent shall have provided the Company with the necessary documentation (including any reasonably requested indemnification) required in connection with such Debt Transaction that shall comply with the requirements of this clause (e) and otherwise be in a form reasonably satisfactory to the Company (collectively, the “Debt Transaction Documents”). Parent will consult with the Company regarding the timing of any Debt Offer conducted by the Company in light of the regular financial reporting schedule of the Company and the requirements of applicable Law. The Company shall use commercially reasonable efforts to, and shall cause its Subsidiaries to use commercially reasonable efforts to, cause their respective Representatives to provide cooperation and assistance reasonably requested by Parent in connection with the Debt Transactions (including (i) taking all notices corporate action reasonably necessary to authorize the execution and take all delivery of any Debt Transaction Documents to be entered into prior to Closing (such corporate action, execution and delivery not to be unreasonably withheld, delayed or conditioned), (ii) delivering any certificate, document or instrument reasonably required by the Depository Trust Company or any dealer manager, solicitation agent, information agent, depositary or other actionsagent retained in connection with any consent solicitation that is part of any Debt Offer, in each case and (iii) to the extent reasonably requested required by the Parentpolicies or procedures of the Depository Trust Company in connection with any consent solicitation that is part of any Debt Offer, the Company conducting any such consent solicitation); provided, that are reasonably necessary to facilitate (1) such cooperation does not unreasonably interfere with the termination at the Effective Time of all commitments in respect operations of the Company Credit Facilitiesand its Subsidiaries, (2) the repayment in full effectiveness of any such Debt Transaction with respect to the Existing Term Loan and the closing of any such Debt Transaction with respect to the 2017 Private Placement Notes, 2020 Private Placement Notes or any of the Senior Notes shall be expressly conditioned on the Closing Date of all obligations in respect of the indebtedness thereunderClosing, and the release on the Closing Date of any Liens securing such indebtedness and guarantees in connection therewith. In furtherance and not in limitation of the foregoing, (3) the Company and its Subsidiaries shall use commercially reasonable efforts not be required in connection with any Debt Transaction to deliver to Parent (x) at least seven (7) Business Days pay any fees or reimburse any expenses prior to the Closing Datefor which it has, a draft payoff letter with respect upon written request to the Company Credit Facilities and (y) at least one (1) Business Days Parent, not received prior to the Closing Date, an executed payoff letter with respect to the Company Credit Facilities (the “Payoff Letter”) in form and substance customary for transactions of this type, from the applicable agent reimbursement by or on behalf of Parent, and (4) such Debt Transaction shall be conducted in compliance with applicable Law, including applicable SEC rules and regulations, and the Persons terms and conditions of the Existing Note Purchase Agreement, the Existing Term Loan or the Existing Senior Notes Indenture, as applicable. It is understood and agreed that a failure to whom such indebtedness is owed, which Payoff Letter together with obtain the amendments or consummate any related release documentation shall, among other things, include offer or consent solicitation contemplated by the payoff amount and provide that Liens Debt Transactions (and guarantees), if any, granted in connection with as described above) shall not constitute a failure by the Company Credit Facilities relating to the assets, rights and properties of the Company and satisfy its Subsidiaries securing or relating to such indebtedness, shall, upon the payment of the amount set forth in the applicable Payoff Letter, be released and terminated. The obligations of the Company pursuant to under this Section 7.15(i)(i) shall be subject to Parent and Merger Sub providing or causing to be provided all funds required to effect all such repayments at or prior to the Effective Time8.05(e).

Treatment of Company Indebtedness. (a) Prior to the Closing Date, the Company shall, as reasonably requested by Parent in writing delivered at least ten (10) Business Days prior to any minimum required notice deadline in the applicable agreement, (i) The deliver (or cause to be delivered) notices of the payoff, prepayment, discharge and termination of any outstanding Indebtedness or obligations of the Company shalland each applicable Subsidiary of the Company as required under the Company Credit Agreement (the amounts outstanding under the Company Credit Agreement, and shall cause its Subsidiaries tothe “Company Indebtedness Payoff Amount”); provided that any such notices will be required only if expressly conditioned upon the Closing, use commercially reasonable efforts to deliver all notices and (ii) take all other actionsactions within its reasonable control and reasonably required to facilitate the repayment of the Company Indebtedness Payoff Amount, including the termination of the commitments under the Company Credit Agreement, in each case to the extent reasonably requested by the Parentcase, that are reasonably necessary to facilitate the termination at substantially concurrently with the Effective Time of all commitments in Time, and (iii) obtain customary payoff or termination letters or other similar evidence with respect of to the Company Credit FacilitiesAgreement in a form reasonably acceptable to Parent, the repayment in full on the Closing Date of all obligations in respect of the indebtedness thereunder, and the release on the Closing Date of any Liens securing such indebtedness and guarantees in connection therewith. In furtherance and not in limitation of the foregoing, the Company and its Subsidiaries shall use commercially reasonable efforts to deliver to Parent (x) at least seven two (72) Business Days prior to the Closing DateDate (which payoff letters shall be subject to customary conditions). Parent shall (x) irrevocably pay off, a draft payoff letter with respect or cause to be paid off, immediately after the Effective Time, the Company Credit Facilities Indebtedness Payoff Amount (if any) and (y) at least one (1) Business Days prior take all actions within its control to the Closing Date, an executed payoff letter with respect to provide all customary cooperation as may be reasonably requested by the Company Credit Facilities (to assist the “Payoff Letter”) in form and substance customary for transactions of this type, from the applicable agent on behalf of the Persons to whom such indebtedness is owed, which Payoff Letter together with any related release documentation shall, among other things, include the payoff amount and provide that Liens (and guarantees), if any, granted Company in connection with its obligations under this Section 8.11. For the Company Credit Facilities relating to the assetsavoidance of doubt, rights and properties of (A) the Company and its Subsidiaries securing or relating shall have no obligation to such indebtedness, shall, upon the make any payment of the amount set forth in the applicable Payoff Letter, be released and terminated. The obligations respect of the Company pursuant to Indebtedness Payoff Amount or in respect of any notice delivered under Section (i) of this Section 7.15(i)(i) 8.11, and Parent shall be subject to Parent and Merger Sub providing not make (or causing cause to be provided all funds required made) any payment in respect of the Company Indebtedness Payoff Amount, prior to effect all the Effective Time and (B) the Company shall not be obligated to terminate or discharge (or make or cause to become effective any such repayments at or action) the Company Credit Agreement prior to the Effective Time.

Treatment of Company Indebtedness. (i) The Company shallshall use reasonable best efforts to: (a) arrange for customary payoff letters and instruments of discharge providing for the payoff, discharge and shall cause its Subsidiaries to, use commercially reasonable efforts to deliver all notices and take all other actions, in each case to the extent reasonably requested by the Parent, that are reasonably necessary to facilitate the termination at the Effective Time of all commitments in respect of the Company Credit Facilities, the repayment in full on the Closing Date of all obligations in respect of then-outstanding indebtedness under the indebtedness thereunder, Funding Support Loan and the release on Credit Facility (the “Debt Payoff Letters”) to be delivered to Parent prior to the Closing Date of any Liens securing such indebtedness (it being understood and guarantees in connection therewith. In furtherance and not in limitation of the foregoing, the Company and its Subsidiaries shall use commercially agreed that reasonable best efforts will be used to deliver such documents to Parent no later than three (x) at least seven (73) Business Days prior to the Closing Date); and (b) deliver, a draft payoff letter or cause its applicable Subsidiaries to deliver, the Debt Payoff Letters in accordance with respect the terms of each of the Funding Support Loan and the Credit Facility to the Company Credit Facilities holders of such indebtedness (provided, that any prepayment and termination notices may be conditional on the occurrence of the Closing). In addition, upon written request by Parent made no earlier than three (y) at least one (13) Business Days prior to the Closing Dateand in any event after the satisfaction of all of the conditions set forth on Annex A (other than the Minimum Condition and those conditions that by their nature are to be satisfied by actions to be taken at the Closing), an executed payoff letter with respect to the Company Credit Facilities (the “Payoff Letter”) in form and substance customary for transactions of this typeshall, from or shall cause the applicable agent on behalf Company Subsidiaries to, use reasonable best efforts to make available cash and cash equivalents of the Persons Acquired Companies to whom Parent for the repayment of outstanding indebtedness under the Funding Support Loan and the Credit Facility on the Closing Date; provided, any such indebtedness is owed, which Payoff Letter together with any related release documentation shall, among other things, include the payoff amount and provide that Liens (and guarantees), if any, granted in connection with actions taken by the Company Credit Facilities relating to the assets, rights and properties of the or Company and its Subsidiaries securing or relating to such indebtedness, shall, upon the payment of the amount set forth in the applicable Payoff Letter, be released and terminated. The obligations of the Company pursuant to this Section 7.15(i)(i) shall be subject to consultation with, and prior written approval by, Parent; provided, that Parent will indemnify and hold harmless the Company with respect to any fees, losses, expenses, liabilities or Taxes incurred as a result of any such actions taken at the express written direction of, or with the prior written consent of, Parent and, in the event that Parent does not consummate the Transactions, reimburse the Company in full for any cash amounts transferred to Parent or its Affiliates in accordance with this Section 6.16; provided, further, that, notwithstanding anything herein to the contrary, nothing in this Section 6.16 shall be deemed to affect, modify or condition the obligations of Parent and Merger Sub providing or causing to be provided all funds required to effect all such repayments at or prior to the Effective TimeClosing and pay the aggregate Per Share Amount and the aggregate Merger Consideration in accordance with the terms hereof.

Treatment of Company Indebtedness. (ia) The Company shall, and shall cause as soon as reasonably practicable after Parent so requests in writing, issue, or use its Subsidiaries to, use commercially reasonable best efforts to deliver cause the Trustee (as defined below) to issue, a notice of optional redemption for some or all notices and take all other actions(which amount shall be specified in Parent’s written request) of the outstanding aggregate principal amount of VWR Funding, in each case Inc.’s 4.625% Senior Notes due 2022 (the “Existing Notes”), to the extent permitted by and pursuant to the requisite provisions of the indenture (the “Indenture”) governing the Existing Notes, dated as of March 25, 2015, among VWR Funding, Inc., the guarantors party thereto, Law Debenture Trust Company of New York, as trustee (the “Trustee”), Deutsche Bank AG, London Branch, as paying agent (the “Notes Paying Agent”) and Deutsche Bank Luxembourg S.A., as registrar and transfer agent; provided that such notice of optional redemption shall be conditioned upon one or more conditions precedent, including, but not limited to, the occurrence of the Merger Closing. The Company shall provide Parent with a reasonable opportunity to review and comment on drafts of the definitive documentation for any such redemption. The Company agrees to assist Parent upon reasonable request in making arrangements for redemption, defeasance, satisfaction and/or discharge of the Existing Notes pursuant to the Indenture and shall timely provide the Trustee with such officers’ certificates, legal opinions and other documentation required by the Indenture or reasonably requested by the Parent, that are reasonably necessary to facilitate the termination at the Effective Time of all commitments in respect of the Company Credit Facilities, the repayment in full on the Closing Date of all obligations in respect of the indebtedness thereunder, and the release on the Closing Date of any Liens securing such indebtedness and guarantees Trustee in connection therewith. In furtherance On or prior to any applicable redemption date, or if applicable, date of satisfaction and not in limitation discharge, Parent shall deposit or cause to be deposited funds with the Trustee sufficient to effect such redemption and/or satisfaction and discharge, as applicable, as required pursuant to the terms of the foregoingIndenture (and in the event of any delay of the anticipated Effective Time, Parent shall deposit additional funds with the Company and its Subsidiaries shall use commercially reasonable efforts Trustee sufficient to deliver to Parent (x) at least seven (7) Business Days prior satisfy such redemption, satisfaction, discharge and/or defeasance, as applicable, as required pursuant to the Closing Date, a draft payoff letter with respect to the Company Credit Facilities and (y) at least one (1) Business Days prior to the Closing Date, an executed payoff letter with respect to the Company Credit Facilities (the “Payoff Letter”) in form and substance customary for transactions of this type, from the applicable agent on behalf terms of the Persons to whom Indenture); provided that the release of any such indebtedness is owed, which Payoff Letter together with any related release documentation shall, among other things, include the payoff amount and provide that Liens (and guarantees), if any, granted in connection with the Company Credit Facilities relating to the assets, rights and properties of the Company and its Subsidiaries securing or relating to such indebtedness, shall, upon the payment of the amount set forth in the applicable Payoff Letter, be released and terminated. The obligations of the Company pursuant to this Section 7.15(i)(i) funds shall be subject to Parent and Merger Sub providing or causing to be provided all funds required to effect all such repayments at or prior to the occurrence of the Effective Time. Parent shall promptly, upon request by the Company, reimburse the Company for all out-of-pocket costs and expenses (including attorneys’ fees) incurred by the Company or any of the Company Subsidiaries, as applicable, in connection with this Section 5.16(a).

Treatment of Company Indebtedness. (i) The Company shall, and shall cause each of its Subsidiaries to, use commercially reasonable efforts to deliver all notices and take all other actions, a customary notice of prepayment (provided that such prepayment shall be contingent upon the occurrence of the Closing unless otherwise agreed in each case to the extent reasonably requested writing by the Parent, that are reasonably necessary Company) and otherwise to facilitate the termination at or prior to the Effective Time the termination of all commitments in respect of outstanding under the Company Credit Facilities, Agreement and (w) the repayment in full on the Closing Date of all obligations in respect of the indebtedness outstanding thereunder, and (x) the release on the Closing Date of any Liens securing such indebtedness all encumbrances, security interests and guarantees collateral in connection therewith, (y) the termination of all guaranties and the agreements evidencing subordination in connection therewith and (z) the termination or replacement of all letters of credit outstanding thereunder. In furtherance and not in limitation of the foregoing, the Company and shall (A) use its Subsidiaries shall use commercially reasonable best efforts to deliver to Parent (x) at least seven (7) five Business Days prior to the Closing Date, Date a draft payoff letter and (B) use its reasonable best efforts to cause the administrative agent under the Company Credit Agreement to deliver to Parent on the Closing Date, a fully executed payoff letter, in each case, with respect to the Company Credit Facilities and (y) at least one (1) Business Days prior to the Closing Date, an executed payoff letter with respect to the Company Credit Facilities Agreement (the “Payoff Letter”) in form and substance customary for transactions of this type, from the applicable agent on behalf of the Persons to whom such indebtedness is owed, which Payoff Letter together with shall (i) indicate the total amount required to be paid to fully satisfy all principal, interest, prepayment premiums, penalties, breakage costs or similar obligations related to any related release documentation shall, among other things, include the payoff amount and provide that Liens (and guarantees), if any, granted in connection with obligations under the Company Credit Facilities Agreement as of the anticipated Closing Date (and the daily accrual thereafter) (the “Payoff Amount”), (ii) state that upon receipt of the Payoff Amount, the Company Credit Agreement and related instruments evidencing the Company Credit Agreement shall be terminated (except for provisions in the Company Credit Agreement that, by their terms, survive such termination) and (iii) state that all encumbrances, guaranties, security interests, collateral and agreements to subordinate in connection therewith relating to the assets, rights assets and properties of the Company and or any of its Subsidiaries securing or relating to such indebtedness, shallobligations thereunder shall be, upon the payment of the amount set forth in the applicable Payoff LetterAmount, be automatically released and terminated. The obligations of the Company pursuant to this Section 7.15(i)(i) shall be subject to Parent and Merger Sub providing or causing to be provided all funds required to effect all such repayments at or prior to the Effective Time.

Treatment of Company Indebtedness. Prior to the Closing Date, the Company shall, as reasonably requested by Parent in writing, (i) The Company shalldeliver (or cause to be delivered) notices of the payoff, prepayment, discharge and shall cause its Subsidiaries to, use commercially reasonable efforts to deliver all notices and take all other actions, in each case to the extent reasonably requested by the Parent, that are reasonably necessary to facilitate the termination at the Effective Time of all commitments in respect any outstanding Indebtedness or obligations of the Company Credit Facilities, the repayment in full on the Closing Date of all obligations in respect and each applicable Subsidiary of the indebtedness thereunder, Company as required under the Company Credit Agreement and the release on the Closing Date of any Liens securing such indebtedness and guarantees in connection therewith. In furtherance and not in limitation other Indebtedness for borrowed money of the foregoing, Company and any of its Subsidiaries (the amounts outstanding under the Company Credit Agreement and under all other Indebtedness for borrowed money of the Company and its Subsidiaries shall use commercially Subsidiaries, collectively, the “Company Indebtedness Payoff Amount”), (ii) take all other actions within its reasonable efforts control and reasonably required to deliver facilitate the repayment of the Company Indebtedness Payoff Amount, including the termination of the commitments under the Company Credit Agreement, in each case, substantially concurrently with the Effective Time, and (iii) obtain customary payoff or termination letters or other similar evidence with respect to Parent (x) the Company Credit Agreement and any other Indebtedness for borrowed money of the Company and any of its Subsidiaries, in each case, in a form reasonably acceptable to Parent, at least seven two (72) Business Days prior to the Closing DateDate (which payoff letters shall be subject to customary conditions). Parent shall (x) irrevocably pay off, a draft payoff letter or cause to be paid off, at or substantially concurrently with respect to the Effective Time, the Company Credit Facilities Indebtedness Payoff Amount (if any) and (y) at least one (1) Business Days prior take all actions within its control to the Closing Date, an executed payoff letter with respect to provide all customary cooperation as may be reasonably requested by the Company Credit Facilities (to assist the “Payoff Letter”) in form and substance customary for transactions of this type, from the applicable agent on behalf of the Persons to whom such indebtedness is owed, which Payoff Letter together with any related release documentation shall, among other things, include the payoff amount and provide that Liens (and guarantees), if any, granted Company in connection with its obligations under this Section 8.11. For the Company Credit Facilities relating to the assetsavoidance of doubt, rights and properties of (A) the Company and its Subsidiaries securing or relating shall have no obligation to such indebtedness, shall, upon the make any payment of the amount set forth in the applicable Payoff Letter, be released and terminated. The obligations respect of the Company pursuant to Indebtedness Payoff Amount or in respect of any notice delivered under Section (i) of this Section 7.15(i)(i8.11 prior to the Effective Time and (B) the Company shall not be subject obligated to Parent and Merger Sub providing terminate or causing discharge (or make or cause to be provided all funds required to effect all become effective any such repayments at action) the Company Credit Agreement or any other Indebtedness for borrowed money of the Company or its Subsidiaries prior to the Effective Time.

Treatment of Company Indebtedness. (i) The Company shall, and shall cause each of its Subsidiaries to, use commercially reasonable efforts to deliver all notices and take all other actions, in each case to the extent actions reasonably requested by the Parent, Purchaser that are reasonably necessary required to facilitate in accordance with the terms thereof the termination at the Effective Time of all commitments in respect outstanding under each of the Company Credit FacilitiesExisting Financing Instruments and the Accounts Receivable Purchase Program, the repayment in full on the Closing Date of all obligations in respect obligations, if any, outstanding thereunder, the release of the indebtedness thereunderall Liens, if any, securing such obligations, and the release on the Closing Date of any Liens securing such indebtedness and guarantees in connection therewiththerewith on the Effective Date as of the Effective Time (such termination, repayment and releases, the “Credit Facility Terminations”). In furtherance and not in limitation of the foregoing, the Company shall, and shall cause each of its Subsidiaries shall use commercially reasonable efforts to to, deliver to Parent (x) the Purchaser at least seven three (73) Business Days prior to the Closing Date(with drafts being delivered in advance as reasonably requested by the Purchaser), a draft executed payoff letter letters (and similar instruments), in each case, with respect to each of the Company Credit Facilities Existing Financing Instruments and the Accounts Receivable Purchase Program (y) at least one (1) Business Days prior to the Closing Dateeach, an executed payoff letter with respect to the Company Credit Facilities (the a “Payoff Letter”) and all related release documentation, in each case, in form and substance customary for transactions of this type, from the applicable agent on behalf of the Persons to whom such indebtedness Indebtedness is owed (or, if there is no such agent, from the Persons to whom such Indebtedness is owed), which Payoff Letter Letters together with any related release documentation shall, among other things, include the payoff amount and provide that Liens (and guarantees), if any, granted in connection with the Company Credit Facilities therewith relating to the assets, rights and properties of the Company and its Subsidiaries securing or relating to such indebtednessIndebtedness and any other obligations secured thereby, shall, upon the payment of the amount set forth in the applicable Payoff LetterLetter on the Effective Date, be released and terminated. The obligations of Notwithstanding anything herein to the contrary, in no event shall this Section 4.10 require the Company pursuant or any of its Subsidiaries to this Section 7.15(i)(i) shall cause the Credit Facility Terminations to be subject to Parent effective unless and Merger Sub providing until the Effective Time has occurred and the Purchaser has provided or causing caused to be provided all funds required to effect all such repayments at or prior to the Effective TimeCompany or its Subsidiaries funds (or the Purchaser and the Company have agreed that the Company or any of the Company's Subsidiaries shall use funds on their balance sheet at Closing for such purpose; provided that the Company shall not unreasonably withhold, condition or delay any such agreement) to pay in full the outstanding amounts required pursuant to the terms of the Payoff Letters.

Treatment of Company Indebtedness. (ia) The If requested in writing by Parent at least fifteen (15) Business Days prior to the Closing Date, the Company shall, shall (and shall cause its the Company Subsidiaries to, use commercially reasonable efforts to ) deliver all notices and take all other actions, in each case to the extent reasonably requested by the Parent, that are reasonably necessary actions required to facilitate the termination at or prior to the Effective Time the termination of all commitments in respect outstanding under Indebtedness of the Company Credit Facilitiesfor borrowed money, the repayment in full on the Closing Date of all obligations in respect outstanding thereunder, the release of the indebtedness thereunderall Liens securing such obligations, and the release on the Closing Date of any Liens securing such indebtedness and all guarantees in connection therewith; provided, however, that neither the Company nor the Company Subsidiaries shall be required to take any such action that is not conditioned upon the occurrence of the Closing. In furtherance and not in limitation of the foregoing, if requested by Parent pursuant to this Section 6.12(a), the Company shall, and its shall cause the Company Subsidiaries shall to, (A) use commercially reasonable efforts to deliver to Parent (x) at least seven four (74) Business Days on or prior to the Closing Date, a draft payoff letter with respect to the Company Credit Facilities and related release documentation and (yB) at least one (1) Business Days deliver on or prior to the Closing Date, an executed payoff letter and executed related release documentation, in each case, with respect to the Company Credit Facilities such Indebtedness for borrowed money (the “Payoff Letter”) in form and substance customary for transactions of this type, from the applicable agent on behalf of the Persons to whom such indebtedness Indebtedness is owed, which Payoff Letter together with any related release documentation shall, among other things, include the payoff amount and provide that all guarantees and Liens (and guarantees), if any, granted in connection with the Company Credit Facilities therewith relating to the assets, rights and properties of the Company and its the Company Subsidiaries securing or relating to such indebtednessIndebtedness and any other obligations secured thereby, shall, upon the payment of the amount set forth in the applicable Payoff Letter, be released and terminated. The obligations of the Company pursuant to this Section 7.15(i)(i) shall be subject to Parent and Merger Sub providing or causing to be provided all funds required to effect all such repayments Letter at or prior to the Effective Time, be released and terminated.

Treatment of Company Indebtedness. (i1) The Company shall, and shall cause its Subsidiaries to, use commercially reasonable efforts to deliver all notices and take all other actions, in each case to the extent actions reasonably requested by the Parent, Parent that are reasonably necessary required to facilitate in accordance with the terms thereof the termination at the Effective Time of all commitments in respect of outstanding under the Company Credit FacilitiesFacility, the repayment in full on the Closing Date of all obligations in respect obligations, if any, outstanding thereunder, the release of the indebtedness thereunderall Liens, if any, securing such obligations, and the release on the Closing Date of any Liens securing such indebtedness and guarantees guarantees, if any, in connection therewith, in each case, on the Effective Date as of the Effective Time (such termination, repayment and releases, the “Credit Facility Termination”). In furtherance and not in limitation of the foregoing, the Company shall, and shall cause its Subsidiaries shall to, use commercially reasonable best efforts to deliver to the Parent (x) at least seven two (72) Business Days prior to the Closing Date, a draft payoff letter with respect to the Company Credit Facilities and (y) at least one (1) Business Days prior to the Closing anticipated Effective Date, an executed payoff letter with respect to the Company Credit Facilities Facility (the a “Payoff Letter”) in form and substance customary for transactions of this typetype (and drafts reasonably in advance thereof), from the applicable agent on behalf of the Persons to whom such indebtedness Indebtedness is owed, which Payoff Letter together with any related release documentation shall, among other things, include the payoff amount and provide that all Liens (and guarantees), if any, granted in connection with the Company Credit Facilities therewith relating to the assets, rights and properties of the Company and its Subsidiaries securing or relating to such indebtednessIndebtedness and any other obligations secured thereby, shall, upon the payment of the amount set forth in a Payoff Letter on the applicable Payoff LetterEffective Date, be released and terminated. The obligations of Notwithstanding anything herein to the contrary, in no event shall this Section 4.15(1) require the Company pursuant or any of its Subsidiaries to this Section 7.15(i)(i) shall cause the Credit Facility Termination to be subject to effective unless and until the Effective Time has occurred and the Parent and Merger Sub providing has provided or causing caused to be provided all funds required to effect all such repayments at or prior to the Effective TimeCompany or its Subsidiaries funds (or the Parent has directed the Company or any of its Subsidiaries to use funds on their balance sheet) to pay in full the then-outstanding principal amount of and accrued and unpaid interest and fees under the Credit Facility.

Treatment of Company Indebtedness. (i) The Company shall, and shall cause each of its Subsidiaries to, use commercially reasonable efforts to deliver all notices and take all other actions, a customary notice of prepayment (provided that such prepayment shall be contingent upon the occurrence of the Closing unless otherwise agreed in each case to the extent reasonably requested writing by the Parent, that are reasonably necessary Company) and otherwise to facilitate the termination at or prior to the Effective Time the termination of all commitments in respect of outstanding under the Company Credit Facilities, Agreement and (w) the repayment in full on the Closing Date of all obligations in respect of the indebtedness outstanding thereunder, and (x) the release on the Closing Date of any Liens securing such indebtedness all encumbrances, security interests and guarantees collateral in connection therewith, (y) the termination of all guaranties and the agreements evidencing subordination in connection therewith and (z) the termination or replacement of all letters of credit outstanding thereunder. In furtherance and not in limitation of the foregoing, the Company and shall (A) use its Subsidiaries shall use commercially reasonable best efforts to deliver to Parent (x) at least seven (7) five Business Days prior to the Closing Date, Date a draft payoff letter and (B) use its reasonable best efforts to cause the administrative agent under the Company Credit Agreement to deliver to Parent on the Closing Date, a fully executed payoff letter, in each case, with respect to the Company Credit Facilities and (y) at least one (1) Business Days prior to the Closing Date, an executed payoff letter with respect to the Company Credit Facilities Agreement (the “Payoff Letter”) in form and substance customary for transactions of this type, from the applicable agent on behalf of the Persons to whom such indebtedness is owed, which Payoff Letter together with shall (i) indicate the total amount required to be paid to fully satisfy all principal, interest, prepayment premiums, penalties, breakage costs or similar obligations related to any related release documentation shall, among other things, include the payoff amount and provide that Liens (and guarantees), if any, granted in connection with obligations under the Company Credit Facilities Agreement as of the anticipated Closing Date (and the daily accrual thereafter) (the “Payoff Amount”), (ii) state that upon receipt of the Payoff Amount, the Company Credit Agreement and related instruments evidencing the Company Credit Agreement shall be terminated (except for provisions in the Company Credit Agreement that, by their terms, survive such termination) and (iii) state that all encumbrances, guaranties, security interests, collateral and agreements to subordinate in connection therewith relating to the assets, rights assets and properties of the Company and or any of its Subsidiaries securing or relating to such indebtedness, shallobligations thereunder shall be, upon the payment of the amount set forth in the applicable Payoff LetterAmount, be automatically released and terminated. The obligations of the Company pursuant to this Section 7.15(i)(i) shall be subject to Parent and Merger Sub providing or causing to be provided all funds required to effect all such repayments at or prior to the Effective Time.5.15

Treatment of Company Indebtedness. (a) Prior to the Closing Date, the Company shall, as reasonably requested by Parent in writing delivered at least ten (10) Business Days prior to any minimum required notice deadline in the applicable agreement, (i) The deliver (or cause to be delivered) notices of the payoff, prepayment, discharge and termination of any outstanding Indebtedness or obligations of the Company shalland each applicable Subsidiary of the Company as required under the Company Credit Agreement (the amounts outstanding under the Company Credit Agreement, and shall cause its Subsidiaries tothe “Company Indebtedness Payoff Amount”); provided that any such notices will be required only if expressly conditioned upon the Closing, use commercially reasonable efforts to deliver all notices and (ii) take all other actionsactions within its reasonable control and reasonably required to facilitate the repayment of the Company Indebtedness Payoff Amount, including the termination of the commitments under the Company Credit Agreement, in each case to the extent reasonably requested by the Parentcase, that are reasonably necessary to facilitate the termination at substantially concurrently with the Effective Time of all commitments in Time, and (iii) obtain customary payoff or termination letters or other similar evidence with respect of to the Company Credit FacilitiesAgreement in a form reasonably acceptable to Parent, the repayment in full on the Closing Date of all obligations in respect of the indebtedness thereunder, and the release on the Closing Date of any Liens securing such indebtedness and guarantees in connection therewith. In furtherance and not in limitation of the foregoing, the Company and its Subsidiaries shall use commercially reasonable efforts to deliver to Parent (x) at least seven two (72) Business Days prior to the Closing DateDate (which payoff letters shall be subject to customary conditions). Parent shall (x) irrevocably pay off, a draft payoff letter with respect or cause to be paid off, immediately after the Effective Time, the Company Credit Facilities Indebtedness Payoff Amount (if any) and (y) at least one (1) Business Days prior take all actions within its control to the Closing Date, an executed payoff letter with respect to provide all customary cooperation as may be reasonably requested by the Company Credit Facilities (to assist the “Payoff Letter”) in form and substance customary for transactions of this type, from the applicable agent on behalf of the Persons to whom such indebtedness is owed, which Payoff Letter together with any related release documentation shall, among other things, include the payoff amount and provide that Liens (and guarantees), if any, granted Company in connection with its obligations under this ‎Section 8.11. For the Company Credit Facilities relating to the assetsavoidance of doubt, rights and properties of (A) the Company and its Subsidiaries securing or relating shall have no obligation to such indebtedness, shall, upon the make any payment of the amount set forth in the applicable Payoff Letter, be released and terminated. The obligations respect of the Company pursuant to Indebtedness Payoff Amount or in respect of any notice delivered under Section (i) of this Section 7.15(i)(i) 8.11, and Parent shall be subject to Parent and Merger Sub providing not make (or causing cause to be provided all funds required made) any payment in respect of the Company Indebtedness Payoff Amount, prior to effect all the Effective Time and (B) the Company shall not be obligated to terminate or discharge (or make or cause to become effective any such repayments at or action) the Company Credit Agreement prior to the Effective Time.

Treatment of Company Indebtedness. (i) The Company shallshall use reasonable best efforts, and shall cause its applicable Subsidiaries toto use reasonable best efforts, use commercially reasonable efforts to deliver all notices and take all other actions, in each case to the extent reasonably requested by the Parent, that are reasonably necessary to facilitate the termination at the Effective Time of all commitments in respect of the Company Credit Facilities, the repayment in full on the Closing Date of all obligations in respect of the indebtedness thereunder, and the release on the Closing Date of any Liens securing such indebtedness and guarantees in connection therewith. In furtherance and not in limitation of the foregoing, the Company and its Subsidiaries shall use commercially reasonable efforts to deliver to Parent (x) Pubco and SPAC at least seven (7) two Business Days prior to the Acquisition Merger Closing Date, Date (with drafts being delivered in advance as reasonably requested by SPAC) (a) a draft copy of a payoff letter (subject to the delivery of funds as arranged by SPAC) with respect to the Company Credit Facilities Agreement (the Indebtedness under the Credit Agreement and (yany related letter of credit, secured cash management agreement or secured hedge agreement, the “Subject Indebtedness”) at least one (1) Business Days prior in customary form reasonably satisfactory to the Closing DatePubco and SPAC, an executed which payoff letter with respect shall (i) indicate the total amount required to be paid to fully satisfy all principal, interest, fees, prepayment premiums, termination costs, penalties, breakage costs and any other monetary obligations then due and payable under the Company Credit Facilities Subject Indebtedness as of the anticipated Acquisition Merger Closing Date (and the daily accrual thereafter) (the “Payoff LetterAmount”), (ii) in form and substance customary for transactions of this type, from the applicable agent on behalf state that upon receipt of the Persons to whom Payoff Amount under such indebtedness is owedpayoff letter, which Payoff Letter together with any the Subject Indebtedness and all related release documentation shall, among other things, include the payoff amount loan documents shall be terminated and (iii) provide that all Liens (and guarantees), if any, granted guarantees in connection with the Company Credit Facilities Subject Indebtedness relating to the assets, rights assets and properties of the Company and or any of its Subsidiaries securing or relating to such indebtedness, shall, the obligations under the Subject Indebtedness shall be released and terminated upon the payment of the amount set forth in Payoff Amount on the applicable Payoff Letter, be released Acquisition Merger Closing Date and terminated. The obligations of the Company pursuant to this Section 7.15(i)(i(b) shall be subject to Parent and Merger Sub providing or causing to be provided all funds required to effect all such repayments at or prior documentation relating to the Effective Timerelease of all related Liens and guarantees with respect to the Subject Indebtedness (including any termination statements on Form UCC-3 or other releases).

Treatment of Company Indebtedness. (i) The Company shall, and shall cause each of its Subsidiaries to, use commercially reasonable efforts to deliver all notices and take all other actions, in each case to the extent actions reasonably requested by the Parent, Purchaser that are reasonably necessary required to facilitate in accordance with the terms thereof the termination at the Effective Time of all commitments in respect outstanding under each of the Company Credit FacilitiesExisting Financing Instruments and the Accounts Receivable Purchase Program, the repayment in full on the Closing Date of all obligations in respect obligations, if any, outstanding thereunder, the release of the indebtedness thereunderall Liens, if any, securing such obligations, and the release on the Closing Date of any Liens securing such indebtedness and guarantees in connection therewiththerewith on the Effective Date as of the Effective Time (such termination, repayment and releases, the “Credit Facility Terminations”). In furtherance and not in limitation of the foregoing, the Company shall, and shall cause each of its Subsidiaries shall use commercially reasonable efforts to to, deliver to Parent (x) the Purchaser at least seven three (73) Business Days prior to the Closing Date(with drafts being delivered in advance as reasonably requested by the Purchaser), a draft executed payoff letter letters (and similar instruments), in each case, with respect to each of the Company Credit Facilities Existing Financing Instruments and the Accounts Receivable Purchase Program (y) at least one (1) Business Days prior to the Closing Dateeach, an executed payoff letter with respect to the Company Credit Facilities (the a “Payoff Letter”) and all related release documentation, in each case, in form and substance customary for transactions of this type, from the applicable agent on behalf of the Persons to whom such indebtedness Indebtedness is owed (or, if there is no such agent, from the Persons to whom such Indebtedness is owed), which Payoff Letter Letters together with any related release documentation shall, among other things, include the payoff amount and provide that Liens (and guarantees), if any, granted in connection with the Company Credit Facilities therewith relating to the assets, rights and properties of the Company and its Subsidiaries securing or relating to such indebtednessIndebtedness and any other obligations secured thereby, shall, upon the payment of the amount set forth in the applicable Payoff LetterLetter on the Effective Date, be released and terminated. The obligations of Notwithstanding anything herein to the contrary, in no event shall this Section 4.10 require the Company pursuant or any of its Subsidiaries to this Section 7.15(i)(i) shall cause the Credit Facility Terminations to be subject to Parent effective unless and Merger Sub providing until the Effective Time has occurred and the Purchaser has provided or causing caused to be provided all funds required to effect all such repayments at or prior to the Effective TimeCompany or its Subsidiaries funds (or the Purchaser and the Company have agreed that the Company or any of the Company’s Subsidiaries shall use funds on their balance sheet at Closing for such purpose; provided that the Company shall not unreasonably withhold, condition or delay any such agreement) to pay in full the outstanding amounts required pursuant to the terms of the Payoff Letters.

Treatment of Company Indebtedness. (i) The Company shall, and shall cause each of its Subsidiaries to, use commercially reasonable efforts to deliver all notices and take all other actions, in each case to the extent actions reasonably requested by the Parent, Purchaser that are reasonably necessary required to facilitate in accordance with the terms thereof the termination at the Effective Time of all commitments in respect of outstanding under the Company Existing BMO Credit FacilitiesFacility, the repayment in full on the Closing Date of all obligations in respect obligations, if any, outstanding thereunder, the release of the indebtedness thereunderall Liens, if any, securing such obligations, and the release on the Closing Date of any Liens securing such indebtedness and guarantees in connection therewiththerewith on the Effective Date as of the Effective Time (such termination, repayment and releases, the "Credit Facility Terminations"). In furtherance and not in limitation of the foregoingfurtherance, the Company shall, and shall cause each of its Subsidiaries shall use commercially reasonable efforts to to, deliver to Parent (x) the Purchaser at least seven three (73) Business Days prior to the Closing Date, a draft payoff letter (with respect to drafts being delivered in advance as reasonably requested by the Company Credit Facilities and (y) at least one (1) Business Days prior to the Closing DatePurchaser), an executed payoff letter (and similar instruments) with respect to the Company Existing BMO Credit Facilities Facility (the “"Payoff Letter”") and all related release and termination documentation, in each case, in form and substance customary for transactions of this typetype and reasonably acceptable to the Purchaser, from the applicable agent on behalf of the Persons to whom such indebtedness Indebtedness is owed (or, if there is no such agent, from the Persons to whom such Indebtedness is owed), which Payoff Letter together with any related release documentation shall, among other things, include the payoff amount and provide that Liens (and guarantees), if any, granted in connection with the Company Credit Facilities therewith relating to the assets, rights and properties of the Company and its Subsidiaries securing or relating to such indebtednessIndebtedness and any other obligations secured thereby, shall, upon the payment of the amount set forth in the applicable Payoff LetterLetter on the Effective Date, be released and terminated. The Notwithstanding anything herein to the contrary, in no event shall this Section 4.9 require the Company or any of its Subsidiaries to cause the Credit Facility Terminations to be effective unless and until the Effective Time has occurred and the Purchaser has provided or caused to be provided to the Company or its Subsidiaries funds (or the Purchaser and the Company have agreed that the Company or any of the Company's Subsidiaries shall use funds on their balance sheet at Closing for such purpose; provided that the Company shall not unreasonably withhold, condition or delay any such agreement) to pay in full the outstanding amounts required pursuant to the terms of the Payoff Letter in accordance with the obligations of the Company pursuant to this Purchaser under Section 7.15(i)(i) shall be subject to Parent and Merger Sub providing or causing to be provided all funds required to effect all such repayments at or prior to the Effective Time2.9.

Treatment of Company Indebtedness. (i) The Company shallshall use reasonable best efforts, and shall cause its applicable Subsidiaries toto use reasonable best efforts, use commercially reasonable efforts to deliver all notices and take all other actions, in each case to the extent reasonably requested by the Parent, that are reasonably necessary to facilitate the termination at the Effective Time of all commitments in respect of the Company Credit Facilities, the repayment in full on the Closing Date of all obligations in respect of the indebtedness thereunder, and the release on the Closing Date of any Liens securing such indebtedness and guarantees in connection therewith. In furtherance and not in limitation of the foregoing, the Company and its Subsidiaries shall use commercially reasonable efforts to deliver to Parent (x) at least seven (7) two Business Days prior to the Closing Date, Date (with drafts being delivered in advance as reasonably requested by Parent) (a) a draft copy of a payoff letter (subject to the delivery of funds as arranged by Parent) with respect to the Company Credit Facilities Facility (the Indebtedness under the Credit Facility and (yany related letter of credit, secured cash management agreement or secured hedge agreement, the “Subject Indebtedness”) at least one (1) Business Days prior in customary form reasonably satisfactory to the Closing DateParent, an executed which payoff letter with respect shall (i) indicate the total amount required to be paid to fully satisfy all principal, interest, fees, prepayment premiums, termination costs, penalties, breakage costs and any other monetary obligations then due and payable under the Company Credit Facilities Subject Indebtedness as of the anticipated Closing Date (and the daily accrual thereafter) (the “Payoff LetterAmount”), (ii) in form and substance customary for transactions of this type, from the applicable agent on behalf state that upon receipt of the Persons to whom Payoff Amount under such indebtedness is owedpayoff letter, which Payoff Letter together with any the Subject Indebtedness and all related release documentation shall, among other things, include the payoff amount loan documents shall be terminated and (iii) provide that all Liens (and guarantees), if any, granted guarantees in connection with the Company Credit Facilities Subject Indebtedness relating to the assets, rights assets and properties of the Company and or any of its Subsidiaries securing or relating to such indebtedness, shall, the obligations under the Subject Indebtedness shall be released and terminated upon the payment of the amount set forth in Payoff Amount on the applicable Payoff Letter, be released Closing Date and terminated. The obligations of the Company pursuant to this Section 7.15(i)(i(b) shall be subject to Parent and Merger Sub providing or causing to be provided all funds required to effect all such repayments at or prior documentation relating to the Effective Timerelease of all related Liens and guarantees with respect to the Subject Indebtedness (including any termination statements on Form UCC-3 or other releases).