Common use of Payment of Outstanding Indebtedness, etc Clause in Contracts

Payment of Outstanding Indebtedness, etc. All Indebtedness identified in Item 7.2.2(b) of the Disclosure Schedule (including all Indebtedness outstanding under the Existing Credit Agreement), together with all interest, all prepayment premiums and other amounts due and payable with respect thereto, shall have been paid in full from the proceeds of the initial Credit Extension and the commitments in respect of such Indebtedness (including all commitments under the Existing Credit Agreement) shall have been terminated, and all Liens securing payment of any such Indebtedness have been released; provided that nothing herein shall limit the requirements of the condition precedent set forth above in Section 5.1.4. The Administrative Agent shall have received such releases of all Liens (except Permitted Liens) securing payment of any such Indebtedness as may have been reasonably requested by the Administrative Agent, which releases shall be in form and substance reasonably satisfactory to the Agents. Without limiting the foregoing, there shall have been delivered (i) properly executed termination statements (Form UCC-3 or such other termination statements as shall be required by local law) for filing under the UCC of each jurisdiction where a financing statement (Form UCC-1 or the appropriate equivalent) was filed with respect to the Borrower and any of its Subsidiaries, or its predecessors in interest, in connection with any security interests created with respect to any Indebtedness listed on Item 7.2.2(b) of the Disclosure Schedule and the documentation related thereto, (ii) properly executed payoff letters with respect to any Indebtedness listed in Item 7.2.2(b) of the Disclosure Schedule, (iii) terminations of assignments of any security interest in, or Lien on, any patents, trademarks, copyrights or similar interests of the Borrower and any of its Subsidiaries, on which filings have been made to secure any Indebtedness listed on Item 7.2.2(b) of the Disclosure Schedule, (iv) terminations of all mortgages, leasehold mortgages and deeds of trust created with respect to property of Holdings, the Borrower and any of their respective Subsidiaries, or their respective predecessors in interest, in each case to secure the obligations under any Indebtedness listed on Item 7.2.2(b) of the Disclosure Schedule, all of which shall be in form and substance reasonably satisfactory to the Agents and (v) all collateral owned by the Borrower and any of its Subsidiaries in the possession of any agent, collateral agent or trustee for the creditors under any Indebtedness listed on Item 7.2.2(b) of the Disclosure Schedule or any financial institution party to any agreement in respect of any such Indebtedness or any related agreement.

Payment of Outstanding Indebtedness, etc. All Concurrently with the consummation of the Acquisition, all Indebtedness identified in Item 7.2.2(b) of the Disclosure Schedule (including including, without limitation, all Indebtedness outstanding under the Existing Parent Credit Agreement and the Existing Target Credit Agreement), together with all interest, all prepayment premiums and other amounts due and payable with respect thereto, shall have been paid in full from the proceeds of the initial Credit Extension and the Term Loans, all commitments in respect of such Indebtedness (including all commitments under the Existing Credit Agreement) shall have been terminated, and all Liens securing payment of any liens or security interests related to such Indebtedness shall have been released; provided that nothing herein shall limit (or concurrently with the requirements funding of the condition precedent set forth above in Section 5.1.4Term Loans will be) terminated or released. The Administrative Agent shall have received such releases of all Liens (except Permitted Liens) securing payment of any such Indebtedness as may have been reasonably requested by the Administrative Agent“pay-off” letters, which releases shall be each in form and substance reasonably satisfactory to the AgentsAdministrative Agent with respect to all such Indebtedness being refinanced. Without limiting Immediately after giving effect to the foregoingTransactions, there none of the Parent or any of its Subsidiaries shall have been delivered outstanding any Indebtedness or preferred Capital Securities (or direct or indirect guarantee or other credit support in respect thereof) other than (i) properly executed termination statements (Form UCC-3 or such other termination statements as shall be required by local law) for filing under the UCC of each jurisdiction where a financing statement (Form UCC-1 or the appropriate equivalent) was filed with respect to the Borrower Loans and any of its Subsidiaries, or its predecessors in interest, in connection with any security interests created with respect to any Indebtedness listed on Item 7.2.2(b) of the Disclosure Schedule and the documentation related theretoCredit Extensions hereunder, (ii) properly executed payoff indebtedness in respect of letters with respect to any Indebtedness listed in Item 7.2.2(b) of the Disclosure Schedulecredit, (iii) terminations of assignments of any security interest in, or Lien on, any patents, trademarks, copyrights or similar interests of the Borrower unsecured notes payable and any of its Subsidiaries, on which filings have been made to secure any Indebtedness listed on Item 7.2.2(b) of the Disclosure Schedule, (iv) terminations of all mortgages, leasehold mortgages and deeds of trust created with respect to property of Holdings, the Borrower and any of their respective Subsidiaries, or their respective predecessors in interestintercompany Indebtedness, in each case to secure the obligations under extent permitted in accordance with Loan Documents (and, in the case of any such third party debt, not exceeding an aggregate principal amount of $10,000,000), Purchased Leases (to the extent constituting Indebtedness), and Indebtedness listed on Item 7.2.2(b) of the Disclosure Schedule, all of which shall be in form and substance reasonably satisfactory to the Agents and (v) all collateral owned by the Borrower and any of its Subsidiaries in the possession of any agent, collateral agent or trustee for the creditors under any Indebtedness listed on Item 7.2.2(b7.2.2(c) of the Disclosure Schedule or any financial institution party otherwise expressly permitted by Section 7.2.2 hereof and reasonably acceptable to any agreement the Arrangers, and (iii) Capitalized Lease Liabilities of the Parent and its Subsidiaries in respect existence on the Closing Date and reflected in the Parent’s consolidated balance sheets for the fiscal quarter ended on December 31, 2014 and Capitalized Lease Liabilities of any such Indebtedness or any related agreementthe Target and its Subsidiaries in existence on the Closing Date and reflected in the Target ’s consolidated balance sheets for the fiscal quarter ended on December 31, 2014.

Payment of Outstanding Indebtedness, etc. All Indebtedness identified in Item 7.2.2(bItems 7.2(b)(i) and 7.2(b)(ii) of the Disclosure Schedule (including all Indebtedness outstanding under the Existing Credit Agreement)Schedule, together with all interest, all prepayment premiums and other amounts due and payable with respect thereto, shall have been paid in full from the proceeds of the initial Credit Extension and the commitments in respect of such Indebtedness (including all commitments under the Existing Credit Agreement) shall have been terminated, and all Liens securing payment of any such Indebtedness have been released; provided that nothing herein shall limit the requirements of the condition precedent set forth above in Section 5.1.43.1(c). The U.S. Administrative Agent shall have received such releases of all Liens (except Permitted Liens) securing payment of any such Indebtedness as may have been reasonably requested by the U.S. Administrative Agent, which releases shall be in form and substance reasonably satisfactory to the AgentsApproval Lenders. Without limiting the foregoing, there shall have been delivered (i) properly executed termination statements (Form UCC-3 or such other termination statements as shall be required by local law) for filing under the UCC of each jurisdiction where a financing statement (Form UCC-1 or the appropriate equivalent) was filed with respect to the Borrower U.S. Borrower, Target and any of its their respective Subsidiaries, or its predecessors in interest, in connection with any security interests created with respect to any Indebtedness listed on Item 7.2.2(bin Items 7.2(b)(i) and 7.2(b)(ii) of the Disclosure Schedule and the documentation related thereto, (ii) properly executed payoff letters with respect to any Indebtedness listed in Item 7.2.2(bItems 7.2(b)(i) and 7.2(b)(ii) of the Disclosure Schedule, (iii) terminations of assignments of any security interest in, or Lien on, any patents, trademarks, copyrights or similar interests of the Borrower U.S. Borrower, Target and any of its their respective Subsidiaries, on which filings have been made to secure any Indebtedness listed on Item 7.2.2(bin Items 7.2(b)(i) and 7.2(b)(ii) of the Disclosure Schedule, (iv) terminations of all mortgages, leasehold mortgages and deeds of trust created with respect to property of Holdingsthe U.S. Borrower, the Borrower Target and any of their respective Subsidiaries, or their respective predecessors in interest, in each case to secure the obligations under any Indebtedness listed on Item 7.2.2(bin Items 7.2(b)(i) and 7.2(b)(ii) of the Disclosure Schedule, all of which shall be in form and substance reasonably satisfactory to the Agents Approval Lenders and (v) all collateral owned by the Borrower U.S. Borrower, Target and any of its their respective Subsidiaries in the possession of any agent, collateral agent or trustee for the creditors under any Indebtedness listed on Item 7.2.2(bin Items 7.2(b)(i) and 7.2(b)(ii) of the Disclosure Schedule or any financial institution party to any agreement in respect of any such Indebtedness or any related agreement.

Payment of Outstanding Indebtedness, etc. All Concurrently with the consummation of the Acquisition, all Indebtedness identified in Item 7.2.2(b) of the Disclosure Schedule (including including, without limitation, all Indebtedness outstanding under the Existing Credit AgreementAgreements), together with all interest, all prepayment premiums and other amounts due and payable with respect thereto, shall have been paid in full from the proceeds of the initial Credit Extension and the Term Loans, all commitments in respect of such Indebtedness (including all commitments under the Existing Credit Agreement) shall have been terminated, and all Liens securing payment of any such Indebtedness liens or security interests related thereto shall have been released; provided that nothing herein shall limit (or concurrently with the requirements funding of the condition precedent set forth above in Section 5.1.4Term Loans will be) terminated or released. The Administrative Agent shall have received such releases of all Liens (except Permitted Liens) securing payment of any such Indebtedness as may have been reasonably requested by the Administrative Agent“pay-off” letters, which releases shall be each in form and substance reasonably satisfactory to the AgentsAdministrative Agent with respect to all such Indebtedness being refinanced. Without limiting Immediately after giving effect to the foregoingTransactions, there none of the Parent or any of its Subsidiaries shall have been delivered outstanding any Indebtedness or preferred Capital Securities (or direct or indirect guarantee or other credit support in respect thereof) other than (i) properly executed termination statements the Loans and Credit Extensions hereunder, (Form UCC-3 or such other termination statements as shall be required by local lawii) for filing under the UCC indebtedness in respect of each jurisdiction where a financing statement letters of credit, unsecured notes payable in an aggregate amount not to exceed $5,000,000, intercompany Indebtedness, Purchased Leases (Form UCC-1 or the appropriate equivalent) was filed with respect to the Borrower extent constituting Indebtedness), and any of its Subsidiaries, or its predecessors in interest, in connection with any security interests created with respect to any Indebtedness listed on Item 7.2.2(b) of the Disclosure Schedule and the documentation related thereto, (ii) properly executed payoff letters with respect to any Indebtedness listed in Item 7.2.2(b) of the Disclosure Schedule, (iii) terminations of assignments of any security interest in, or Lien on, any patents, trademarks, copyrights or similar interests of the Borrower and any of its Subsidiaries, on which filings have been made to secure any Indebtedness listed on Item 7.2.2(b) of the Disclosure Schedule, (iv) terminations of all mortgages, leasehold mortgages and deeds of trust created with respect to property of Holdings, the Borrower and any of their respective Subsidiaries, or their respective predecessors in interest, in each case to secure the obligations under any Indebtedness listed on Item 7.2.2(b) of the Disclosure Schedule, all of which shall be in form and substance reasonably satisfactory to the Agents and (v) all collateral owned by the Borrower and any of its Subsidiaries in the possession of any agent, collateral agent or trustee for the creditors under any Indebtedness listed on Item 7.2.2(b7.2.2(c) of the Disclosure Schedule or any financial institution party otherwise expressly permitted by Section 7.2.2 hereof and reasonably acceptable to any agreement the Arrangers, and (iii) Capitalized Lease Liabilities of the Parent and its Subsidiaries in respect existence on July 31, 2013 and reflected in the Parent’s consolidated balance sheets for the fiscal quarter then ended and Capitalized Lease Liabilities of any such Indebtedness or any related agreementAastra and its Subsidiaries in existence on September 30, 2013 and reflected in Aastra’s consolidated balance sheets for the fiscal quarter then ended.