Common use of Pay-Off Letter Clause in Contracts

Pay-Off Letter. The Company shall use its commercially reasonable efforts to obtain, and shall cooperate with Parent in its efforts to obtain, no later than three Business Days prior to the Closing Date, a pay-off letter from the Agent (as defined below) under the Company’s Credit Agreement, dated as of September 12, 2007, by and among the Company, each of the Guarantors (as defined in the Credit Agreement), the Revolving Credit Lenders (as defined in the Credit Agreement), the Term Loan Lenders (as defined in the Credit Agreement) and Bank of America, N.A., in its capacity as administrative agent for the Revolving Credit Lenders and the Term Loan Lenders (the “Agent”), National City Bank, as Syndication Agent, Fifth Third Bank, as Documentation Agent, Citicorp North America, Inc., as Managing Agent, Banc of America Securities LLC, as sole book runner, and Banc of America Securities LLC and National City Bank, as co-lead arrangers (as amended, modified or supplemented through the date hereof, the “Credit Agreement”), in form and substance reasonably satisfactory to Parent, addressed to the Company and Parent and signed by the Agent, (i) setting forth the amounts required to pay off in full at the Closing the Obligations (under and as defined in the Credit Agreement) owing under the Credit Agreement (including, without limitation, the outstanding principal, accrued and unpaid interest and any prepayment or other penalties) and (ii) stating that, upon payment of such amounts, the commitments of the lenders to make loans or other extensions of credit under the Credit Agreement shall be terminated and the Surviving Corporation shall be released from all of its obligations under the Credit Agreement and all related documents, agreements and instruments and all Liens and security interests under the Credit Agreement and each other document and agreement related thereto shall be released, which pay-off letter shall be updated, as necessary, on the Closing Date to specify the aggregate amount of Obligations outstanding as of immediately prior to the Closing, and shall specifically authorize the Company and Parent to file termination statements and release and discharge documents (including, without limitation, termination statements of any and all UCC financing statements filed by the Agent) with respect to any Liens existing pursuant to the Credit Agreement and each agreement, document and instrument related thereto. The Company shall use its commercially reasonable efforts, and shall cooperate with Parent in its efforts, to ensure such pay-off letter also indicates that (i) prior notice of prepayment is waived and (ii) the Agent shall use commercially reasonable efforts to cooperate with and assist Parent and the Company to file or cause to be filed any UCC termination statements, releases or other documents required to effect the release of any Liens under the Credit Agreement.

Pay-Off Letter. The Company shall use its commercially reasonable efforts to obtain, and shall cooperate with Parent in its efforts to obtain, no No later than three two (2) Business Days prior to the Closing Date, the Company shall deliver to Parent a pay-off letter from the Agent (as defined below) agent on behalf of the lenders or the lenders under the Company’s Second Amended and Restated Credit Agreement, dated as of September 12June 30, 20072006, by and among the Company, each of the Guarantors (as defined in the Credit Agreement), the Revolving Credit Lenders (as defined in the Credit Agreement), the Term Loan Lenders (as defined in the Credit Agreement) and Bank of America, N.A., in its capacity as administrative agent for the Revolving Credit Lenders and the Term Loan Lenders (the “Agent”), National City Bank, as Syndication Agent, Fifth Third Bank, as Documentation Agent, Citicorp North AmericaStar International Holdings, Inc., as Managing AgentAntares Capital Corporation, Banc of America Securities LLCGE Capital Markets, as sole book runner, Inc. and Banc of America Securities LLC and National City Bank, as co-lead arrangers the other financial institutions party thereto (as amended, modified or supplemented through the date hereof, the “Credit Agreement”), in form and substance reasonably satisfactory to Parent, addressed to the Company and Parent and signed by the Agentagent on behalf of the lenders or the lenders, (i) setting forth the amounts required to pay off in full at the Closing the Obligations (under and as defined in the Credit Agreement) owing under to the Credit Agreement agent and such lenders (including, without limitation, the outstanding principal, accrued and unpaid interest and any prepayment or other penalties) and (ii) stating that, upon payment of such amounts, the commitments of the lenders to make loans or other extensions of credit under the Credit Agreement shall be terminated and the agent on behalf of the lenders or the lenders shall provide a complete release of the Surviving Corporation shall be released from all of its obligations under the Credit Agreement and all related documents, agreements and instruments and all Liens and security interests under the Credit Agreement and each other document and agreement related thereto shall be releasedCorporation, which pay-off letter shall be updated, as necessary, on the Closing Date to specify the aggregate amount of Obligations outstanding as of immediately prior to the Closing, and shall specifically authorize the Company and Parent to file termination statements and release and discharge documents (including, without limitation, termination statements of any and all UCC financing statements filed by the Agentagent or any lender) with respect to any Liens Encumbrance existing pursuant to the Credit Agreement and each agreement, document and instrument related theretoAgreement. The Company shall use its commercially reasonable efforts, and shall cooperate with Parent in its efforts, to ensure such Such pay-off letter shall also indicates indicate that (i) prior notice of prepayment is waived and (ii) the Agent waived. The Company shall use commercially reasonable efforts to cooperate with and assist Parent and the Company to file or cause to be filed any UCC termination statements, releases or other documents required to effect the release of any Liens Encumbrances under the Credit Agreement.

Pay-Off Letter. The Company shall use its commercially reasonable efforts to obtain, and shall cooperate with Parent in its efforts to obtain, no later than three Business Days On or prior to the Closing Datefifth Business Day prior to the Effective Time, the Company shall deliver to Parent a pay-off letter fully executed copy of a payoff letter, in customary form, from the Agent (SunTrust Bank, as defined below) administrative agent under the Company’s that certain Credit Agreement, dated as of September 12February 3, 20072012 (the “Credit Agreement”), by and among the Company, each certain Affiliates of the Guarantors (as defined in the Credit Agreement)Company, the Revolving Credit Lenders lenders and other agents from time to time party thereto, and SunTrust Bank, as administrative agent, which payoff letter shall (as defined in i) indicate the Credit Agreement)total amount required to be paid to fully satisfy all principal, the Term Loan Lenders interest, prepayment premiums, penalties, breakage costs or similar obligations related to any Obligations (as defined in the Credit Agreement) and Bank as of America, N.A., in its capacity as administrative agent for the Revolving Credit Lenders anticipated Closing Date (and the Term Loan Lenders daily accrual thereafter) (the “AgentPayoff Amount”), National City Bank(ii) state that upon receipt of the Payoff Amount, as Syndication Agent, Fifth Third Bank, as Documentation Agent, Citicorp North America, Inc., as Managing Agent, Banc of America Securities LLC, as sole book runner, and Banc of America Securities LLC and National City Bank, as co-lead arrangers (as amended, modified or supplemented through the date hereof, the “Credit Agreement”), in form and substance reasonably satisfactory to Parent, addressed to the Company and Parent and signed by the Agent, (i) setting forth the amounts required to pay off in full at the Closing the Obligations (under and as defined in the Credit Agreement) owing under the Credit Agreement (including, without limitation, the outstanding principal, accrued and unpaid interest and any prepayment or other penalties) and (ii) stating that, upon payment of such amounts, the commitments of the lenders to make loans or other extensions of credit under related instruments evidencing the Credit Agreement shall be terminated and the Surviving Corporation any stock certificates and other physical collateral shall be released from returned, and (iii) state that all Liens and all guarantees in connection therewith relating to the assets and properties of the Company or any of its obligations Subsidiaries securing such Obligations shall be, upon the payment of the Payoff Amount on the Closing Date, released and terminated. The Company shall, and shall cause its Subsidiaries to, use reasonable best efforts to deliver all notices and take all other actions, including with respect to the backstop or termination of any letters of credit issued under the Credit Agreement and any hedging or swap obligations secured under the Credit Agreement, to facilitate the termination of commitments under the Credit Agreement, the repayment in full of all related documents, agreements Obligations then outstanding thereunder (using funds arranged by Parent or Merger Sub) and instruments and the release of all Liens and security interests under the Credit Agreement and each other document and agreement related thereto shall be released, which pay-off letter shall be updated, as necessary, termination of all guarantees in connection therewith on the Closing Date to specify (such termination, repayment and release, the aggregate amount of Obligations outstanding as of immediately prior to the Closing“Credit Facility Termination”); provided, and that in no event shall specifically authorize this Section 5.20 require the Company and Parent or any of its Subsidiaries to file termination statements and release and discharge documents (including, without limitation, termination statements of any and all UCC financing statements filed by cause such Credit Facility Termination unless the Agent) with respect to any Liens existing pursuant to the Credit Agreement and each agreement, document and instrument related thereto. The Company Closing shall use its commercially reasonable efforts, and shall cooperate with Parent in its efforts, to ensure such pay-off letter also indicates that (i) prior notice of prepayment is waived and (ii) the Agent shall use commercially reasonable efforts to cooperate with and assist Parent occur substantially concurrently and the Company or its Subsidiaries have received funds from Parent to file or cause to be filed any UCC termination statements, releases or other documents required to effect pay in full the release of any Liens under the Credit AgreementPayoff Amount.

Pay-Off Letter. The Company shall use its commercially reasonable efforts to obtain, and shall cooperate with Following the written request of Parent in its efforts to obtain, delivered no later than three five (5) Business Days prior to the Closing DateEffective Time, no later than the first (1st ) Business Day prior to the Effective Time, the Company shall deliver to Parent a pay-off letter fully executed copy of a payoff letter, in customary form, from the Agent (Credit Suisse AG, Cayman Islands Branch, as defined below) administrative agent and collateral agent under the Company’s that certain Credit Agreement, dated as of September 12July 1, 20072016 (the “Credit Agreement”), by and among the Company, each certain Affiliates of the Guarantors (as defined in the Credit Agreement)Company, the Revolving lenders and other agents from time to time party thereto, and Credit Lenders Suisse AG, Cayman Islands Branch, as administrative agent and collateral agent, which payoff letter shall (as defined in i) indicate the Credit Agreement)total amount required to be paid to fully satisfy all principal, the Term Loan Lenders interest, prepayment premiums, penalties, breakage costs or similar obligations related to any Obligations (as defined in the Credit Agreement) and Bank as of America, N.A., in its capacity as administrative agent for the Revolving Credit Lenders anticipated Closing Date (and the Term Loan Lenders daily accrual thereafter) (the “AgentPayoff Amount”), National City Bank(ii) state that upon receipt of the Payoff Amount, as Syndication Agent, Fifth Third Bank, as Documentation Agent, Citicorp North America, Inc., as Managing Agent, Banc of America Securities LLC, as sole book runner, and Banc of America Securities LLC and National City Bank, as co-lead arrangers (as amended, modified or supplemented through the date hereof, the “Credit Agreement”), in form and substance reasonably satisfactory to Parent, addressed to the Company and Parent and signed by the Agent, (i) setting forth the amounts required to pay off in full at the Closing the Obligations (under and as defined in the Credit Agreement) owing under the Credit Agreement (including, without limitation, the outstanding principal, accrued and unpaid interest and any prepayment or other penalties) and (ii) stating that, upon payment of such amounts, the commitments of the lenders to make loans or other extensions of credit under related instruments evidencing the Credit Agreement shall be terminated (other than any provisions that expressly survive termination of the Credit Agreement and the Surviving Corporation repayment of such Obligations) and any stock certificates and other physical collateral shall be released from returned, and (iii) state that all Liens and all guarantees in connection therewith relating to the assets and properties of the Company or any of its obligations Subsidiaries securing such Obligations shall be, upon the payment of the Payoff Amount on the Closing Date, released and terminated. The Company shall, and shall cause its Subsidiaries to, use its reasonable best efforts to deliver all notices and take all other actions, including with respect to the backstop or termination of any letters of credit issued under the Credit Agreement and any hedging or swap obligations secured under the Credit Agreement, to facilitate the termination of commitments under the Credit Agreement, the repayment in full of all related documents, agreements Obligations then outstanding thereunder (using funds arranged by Parent or Merger Sub) and instruments and the release of all Liens and security interests under the Credit Agreement and each other document and agreement related thereto shall be released, which pay-off letter shall be updated, as necessary, termination of all guarantees in connection therewith on the Closing Date to specify (such termination, repayment and release, the aggregate amount of Obligations outstanding as of immediately prior to the Closing“Credit Facility Termination”); provided, and however, that in no event shall specifically authorize this Section 5.18 require the Company and Parent or any of its Subsidiaries to file termination statements and release and discharge documents (including, without limitation, termination statements of any and all UCC financing statements filed by cause such Credit Facility Termination unless the Agent) with respect to any Liens existing pursuant to the Credit Agreement and each agreement, document and instrument related thereto. The Company Closing shall use its commercially reasonable efforts, and shall cooperate with Parent in its efforts, to ensure such pay-off letter also indicates that (i) prior notice of prepayment is waived and (ii) the Agent shall use commercially reasonable efforts to cooperate with and assist Parent occur substantially concurrently and the Company or its Subsidiaries have received funds from Parent to file or cause to be filed any UCC termination statements, releases or other documents required to effect pay in full the release of any Liens under the Credit AgreementPayoff Amount.