Common use of Termination of Indebtedness Clause in Contracts

Termination of Indebtedness. The Company shall use commercially reasonable efforts to negotiate customary payoff letters with respect to Indebtedness identified on Disclosure Schedule 4.14 (the “Payoff Indebtedness”), duly executed by each holder of Payoff Indebtedness (or an agent with respect to such Payoff Indebtedness), each in form and substance acceptable to the Buyer (which acceptance shall not to be unreasonably withheld, delayed, conditioned or denied) in which the payee shall agree that upon payment of the amount specified in such payoff letter: (1) all outstanding obligations of the Company arising under or related to the applicable Payoff Indebtedness shall be repaid, discharged and extinguished in full (with customary exceptions); (2) all Liens in connection therewith shall be released on the Closing Date upon receipt of the requisite payoff amounts; (3) the payee shall take all customary actions reasonably requested by the Buyer to evidence and record such discharge and release as promptly as practicable; and (4) the payee shall return to the Company and its Subsidiaries all instruments evidencing the applicable Payoff Indebtedness (including all notes) and all collateral consisting of certificated securities securing the applicable Payoff Indebtedness that are in its possession (each such payoff letter, a “Debt Payoff Letter”); provided, however, that in no event shall the Company be obligated to take any action or deliver any documents required by this Section 4.14 other than as part of (i) the Closing, (ii) the consummation of the Merger and (iii) the repayment of such Payoff Indebtedness pursuant to Section 2.7(a)(v).

Termination of Indebtedness. (a) The Company shall use commercially reasonable efforts to negotiate a payoff letter from the agent under that certain Credit Agreement (the “Company Credit Agreement”), dated September 23, 2010, among UCI, as borrower, the Company and UCI Acquisition Holdings, Inc., as guarantors, Bank of America, N.A., as administrative agent, Banc of America Securities LLC and Deutsche Bank Securities Inc., as joint lead arrangers and joint bookrunners, Deutsche Bank Securities Inc., as syndication agent and General Electric Capital Corporation and KeyBank NA, as co-documentation agents, in customary payoff letters form with respect to Indebtedness identified on Disclosure Schedule 4.14 (the “Payoff Indebtedness”), duly executed by each holder indebtedness of Payoff Indebtedness (or an agent with respect to such Payoff Indebtedness), each in form and substance acceptable to the Buyer (which acceptance shall not to be unreasonably withheld, delayed, conditioned or denied) in which the payee shall agree that upon payment of the amount specified in such payoff letter: (1) all outstanding obligations of the Company arising under or related to the applicable Payoff Indebtedness shall be repaid, discharged and extinguished in full (with customary exceptions); (2) all Liens in connection therewith shall be released on the Closing Date upon receipt of the requisite payoff amounts; (3) the payee shall take all customary actions reasonably requested by the Buyer to evidence and record such discharge and release as promptly as practicable; and (4) the payee shall return to the Company and its Subsidiaries under such Company Credit Agreement which payoff letter shall (i) indicate the total amount required to be paid to fully satisfy all instruments evidencing principal, interest, prepayment premiums, penalties, breakage costs or similar obligations related to such indebtedness as of the applicable Closing Date (the “Payoff Indebtedness (including all notesAmount”) and (ii) state that all collateral consisting liens in connection therewith relating to the assets of certificated securities securing the applicable Company or any Subsidiary of the Company shall be, upon the payment of the Payoff Indebtedness that are Amount on the Closing Date, released (the payoff letter described in its possession (each such payoff letter, a this sentence being referred to as the “Debt Payoff Letter”). The Company shall use reasonable best efforts to, and shall use reasonable best efforts to cause its Subsidiaries to, deliver all notices and take all other actions reasonably requested by Acquiror (including cash collateralizing letters of credit issued under the Company Credit Agreement, if any, so long as the amount of cash collateral is included in the Payoff Amount and provided by Acquiror as contemplated below) to facilitate the termination of commitments under the Company Credit Agreement, the repayment in full of all obligations then outstanding thereunder (using funds provided by Acquiror or Merger Sub) and the release of all liens in connection therewith on the Closing Date (such termination, repayment and release, the “Credit Agreement Termination”); provided, however, that in no event shall this Section 8.2(a) require the Company be obligated or any of its Subsidiaries to take any action cause such Credit Agreement Termination unless the Closing shall have occurred and Acquiror or deliver any documents required by this Section 4.14 other than as part of (i) Xxxxx Sub shall have provided to the Company funds to pay in full the Payoff Amount. Concurrently with the Closing, Acquiror shall (iior shall cause Merger Sub to) pay to the consummation administrative agent under the Company Credit Agreement all amounts required pursuant to the terms of the Merger Company Credit Agreement and (iii) specified in the repayment of such Payoff Indebtedness pursuant Letter to Section 2.7(a)(v)effect the Credit Agreement Termination.

Termination of Indebtedness. The Company (a) One or more of the Consolidated Group Entities shall, to the extent permitted by the Senior Notes Indenture, at and substantially simultaneously with Closing (i) furnish to the indenture trustee the officers’ certificate(s) required to be furnished pursuant to Section 3.1 of the Senior Notes Indenture in connection with the optional redemption of all of or the then- outstanding amount of the Senior Notes pursuant to Section 3.7 of the Senior Notes Indenture (which officers’ certificate(s) shall use commercially reasonable efforts state, among other things, that the redemption date is not more than 30 days after the date such officers’ certificate(s) is furnished to negotiate customary payoff letters with respect to Indebtedness identified on Disclosure Schedule 4.14 such indenture trustee (or such longer period as shall be required under the Senior Notes Indenture) (such date of redemption of all of the Senior Notes, the “Payoff IndebtednessSenior Notes Redemption Date”)); (ii) send, duly executed by or caused to be sent, a notice(s) of redemption to each holder of Payoff Indebtedness (or an agent the Senior Notes in accordance with respect to Section 3.3 of the Senior Notes Indenture in connection with such Payoff Indebtedness), each in form and substance acceptable to the Buyer redemption (which acceptance notice(s) shall not to be unreasonably withheldstate, delayedamong other things, conditioned or deniedthe Senior Notes Redemption Date) in which and (iii) substantially simultaneously with the payee shall agree that upon payment of the amount specified in such payoff letter: (1) all outstanding obligations of the Company arising under or related to the applicable Payoff Indebtedness shall be repaidClosing, discharged and extinguished in full (with customary exceptions); (2) all Liens in connection therewith shall be released on the Closing Date upon receipt of the requisite payoff amounts; (3) the payee shall take all customary any other actions reasonably requested by the Buyer to evidence facilitate the satisfaction and record such discharge and release as promptly as practicable; and (4) of the payee shall return Senior Notes pursuant to the Company satisfaction and its Subsidiaries all instruments evidencing discharge provisions of the applicable Payoff Indebtedness Senior Notes Indenture and the other provisions of the Senior Notes Indenture, including delivering any required documentation to the trustee; provided that prior to any of the Consolidated Group Entities being required to take any of the actions described in clauses (including all notesi), (ii) or (iii) above that cannot be conditioned upon the consummation of the Closing, Buyer, at the written direction of the Sellers pursuant to Section 2.3, shall have irrevocably deposited with the trustee under the Senior Notes Indenture sufficient funds or governmental securities to effect such redemption or satisfaction and all collateral consisting of certificated securities securing the applicable Payoff Indebtedness that are in its possession (each such payoff letter, a “Debt Payoff Letter”)discharge; provided, however, further that in no event shall this Section 5.6(a) require the Company be obligated Purchased Companies to take any action or deliver any documents required by of the actions described in this Section 4.14 other than as part of (i5.6(a) unless the Closing, (ii) Closing shall have occurred and the consummation of Buyer shall have caused an amount equal to the Merger and (iii) the repayment of such Payoff Indebtedness Closing Date Senior Notes Obligations to be funded pursuant to Section 2.7(a)(v)2.3. The Sellers shall, and shall cause their Subsidiaries to, and shall use reasonable best efforts to cause their respective Representatives to, provide all cooperation reasonably requested by Buyer in connection with the redemption and satisfaction and discharge of the Senior Notes requested by Buyer; provided, further that in no event shall this Section 5.6(a) require the Purchased Companies to take any of the actions described in this Section 5.6(a) unless the Closing shall have occurred and the Buyer shall have caused an amount equal to the Closing Date Senior Notes Obligations to be funded pursuant to Section 2.3.