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 or any of its Subsidiaries to cause such Credit Agreement Termination unless the Closing shall have occurred and Acquiror or Xxxxx Sub shall have provided to the Company funds to pay in full the Payoff Amount. Concurrently with the Closing, Acquiror shall (or shall cause Merger Sub to) pay to the administrative agent under the Company Credit Agreement all amounts required pursuant to the terms of the Company Credit Agreement and specified in the Payoff Letter to effect the Credit Agreement Termination. (b) If requested by Acquiror in writing, the Company shall (or shall cause UCI), not fewer than 15 days prior to the Closing, comply with Section 3.01 of the indenture (the “Indenture”) governing the terms of the Floating Rate Senior PIK Notes of UCI Due 2013 (the “Floating Rate Notes”), or use reasonable best efforts to obtain the agreement of the trustee under the Indenture to waive compliance with Section 3.01 of the Indenture, in connection with the redemption, satisfaction and discharge of the Floating Rate Notes; provided that the Company shall not be obligated required to deliver any document or take any action to the extent the Company in good faith believes that such delivery or action would result in or give rise to the redemption of or an obligation to redeem the Floating Rate Notes if the Closing does not occur, a breach of or default under, or an obligation to satisfy or discharge, the Floating Rate Notes if the Closing does not occur or otherwise result in any material and adverse consequence under the Indenture. If requested by Acquiror in writing, the Company shall (or shall cause UCI to), to the extent permitted by the Floating Rate Notes and the Indenture, substantially simultaneously with the Effective Time (i) issue a notice of optional redemption in respect of the Floating Rate Notes pursuant to the redemption provisions of the applicable Indenture, and (ii) take such other actions reasonably requested by Acquiror in writing to facilitate the satisfaction and discharge of the Floating Rate Notes pursuant to the satisfaction and discharge provisions of the applicable Indenture; provided that prior to or simultaneously with the Company being required to take any action or deliver any documents required by this Section 4.14 other than as part of the actions described in clauses (i) the Closing, and (ii) above, Acquiror shall have, or shall have caused to be, deposited with the consummation trustee under the Indenture sufficient funds to effect such redemption and satisfaction and discharge. The Company shall, and shall cause UCI and its Subsidiaries to, and shall use reasonable best efforts to cause their respective Representatives to, provide all cooperation reasonably requested by Acquiror in connection with such redemption, satisfaction and discharge of the Merger and (iii) the repayment of such Payoff Indebtedness pursuant to Section 2.7(a)(v)Floating Rate Notes.

Termination of Indebtedness. (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 state, among other things, that the redemption date is not more than 30 days after the date such officers’ certificate(s) is furnished to 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 “Senior Notes Redemption Date”)); (ii) send, or caused to be sent, a notice(s) of redemption to each holder of the Senior Notes in accordance with Section 3.3 of the Senior Notes Indenture in connection with such redemption (which notice(s) shall state, among other things, the Senior Notes Redemption Date) and (iii) substantially simultaneously with the Closing, take any other actions reasonably requested by the Buyer to facilitate the satisfaction and discharge of the Senior Notes pursuant to the satisfaction and discharge provisions of the 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 (i), (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 discharge; 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. The Company 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. (b) The Sellers shall use commercially reasonable efforts to negotiate customary payoff letters from the agent banks under the Senior Secured Credit Facilities, in customary form reasonably acceptable to Buyer, with respect to the Closing Date Credit Facility Indebtedness identified on Disclosure Schedule 4.14 of the Purchased Companies, which payoff letter shall (i) indicate the total amount required to be paid to fully satisfy all principal, interest, prepayment premiums, penalties, breakage costs or similar obligations (excluding indemnification obligations not then owing) related to such Closing Date Credit Facility Indebtedness as of the anticipated Closing Date (and daily accrual thereafter) (the “Payoff IndebtednessAmount”), duly executed by each holder of Payoff Indebtedness ) and (or an agent with respect to such Payoff Indebtedness), each ii) state that all liens and all guarantees in form and substance acceptable connection therewith relating to the Buyer (which acceptance assets of the Purchased Companies shall not to be unreasonably withheldbe, delayed, conditioned or denied) in which upon the payee shall agree that upon payment of the amount specified in such payoff letter: Payoff Amount on the Closing Date, released and terminated (1) all outstanding obligations it being understood that certain of the Company arising under or related actions necessary solely to effect the recordation of the termination of the Special Collateral Liens shall be made after the Closing Date) (the payoff letter described in this sentence being referred to as the “Payoff Letter”). The Payoff Letter may provide that the Payoff Amount solely in respect of the Senior Revolving Facilities may be updated as of no later than the close of business on the Business Day prior to the applicable Closing Date. The Sellers shall deliver a copy of the Payoff Indebtedness Letter, with such variations thereto as such agent banks reasonably require, to Buyer no less than three Business Days prior to the Closing Date. The Sellers shall use commercially reasonable efforts to, and shall use commercially reasonable efforts to cause its Subsidiaries to, deliver all notices and take all other actions reasonably requested by Buyer to facilitate the termination of commitments under the Senior Secured Credit Facilities, the repayment in full of all obligations (excluding indemnification obligations not then owing) then outstanding thereunder (using funds provided by Buyer at Closing) and the release of all Liens (it being understood that certain of the actions necessary solely to effect the recordation of the termination of the Special Collateral Liens shall be repaid, discharged made after the Closing Date) and extinguished in full (with customary exceptions); (2) termination of all Liens guarantees in connection therewith shall be released on the Closing Date upon receipt of (such termination, repayment and release, 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 LetterCredit Agreement Termination”); 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 (i5.6(b) require the Closing, (ii) Purchased Companies to cause such Credit Agreement Termination unless the consummation of Closing shall have occurred and the Merger and (iii) Buyer shall have caused the repayment of such Payoff Indebtedness Amount to be funded pursuant to Section 2.7(a)(v)2.3.