Common use of Treatment of Company Indebtedness Clause in Contracts

Treatment of Company Indebtedness. The Company shall, and shall cause each of its Subsidiaries to, deliver a customary notice of prepayment (provided that such prepayment shall be contingent upon the occurrence of the Closing unless otherwise agreed in writing by the Company) and otherwise to facilitate at or prior to the Effective Time the termination of all commitments outstanding under the Company Credit Agreement and (w) the repayment in full of all obligations outstanding thereunder, (x) the release of all encumbrances, security interests and 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 shall (A) use its reasonable best efforts to deliver to Parent at least five Business Days prior to the Closing 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 Agreement (the “Payoff Letter”) in form and substance customary for transactions of this type, 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 related to any obligations under the Company Credit 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 and properties of the Company or any of its Subsidiaries securing such obligations thereunder shall be, upon the payment of the Payoff Amount, automatically released and terminated.

Treatment of Company Indebtedness. (i) The Company shall, and shall cause each of its Subsidiaries to, use commercially reasonable efforts to deliver a customary notice of prepayment (provided that such prepayment shall be contingent upon all notices and take all other actions, in each case to the occurrence of the Closing unless otherwise agreed in writing extent reasonably requested by the Company) and otherwise Parent, that are reasonably necessary to facilitate the termination at or prior to the Effective Time the termination of all commitments outstanding under in respect of the Company Credit Agreement and (w) Facilities, the repayment in full on the Closing Date of all obligations outstanding in respect of the indebtedness thereunder, (x) and the release on the Closing Date of all encumbrances, security interests any Liens securing such indebtedness and collateral guarantees 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 its Subsidiaries shall (A) use its commercially reasonable best efforts to deliver to Parent (x) at least five seven (7) 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 Agreement 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 shall together with any related release documentation shall, among other things, include the payoff amount and provide that Liens (i) indicate the total amount required to be paid to fully satisfy all principaland guarantees), interestif any, prepayment premiums, penalties, breakage costs or similar obligations related to any obligations under granted in connection with the Company Credit 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 Facilities relating to the assets assets, rights and properties of the Company or any of and its Subsidiaries securing or relating to such obligations thereunder shall beindebtedness, shall, upon the payment of the amount set forth in the applicable Payoff AmountLetter, automatically 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 each of its Subsidiaries to, deliver use commercially reasonable efforts to, as soon as reasonably practicable after (and not prior to) the receipt of a customary notice 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 prepayment the Existing Term Loan or Existing Note Purchase Agreement, as applicable, (provided that such prepayment shall be contingent 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 unless otherwise agreed in writing (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 Company) terms of such Senior Notes, the Existing Senior Notes Indenture and otherwise 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 facilitate at take any action in respect of any Debt Transaction, or prior to the Effective Time the termination of all commitments outstanding under the Company Credit Agreement and (w) the repayment in full of all obligations outstanding thereunder, (x) the release of all encumbrances, security interests and collateral execute or deliver any document in connection therewith, until Parent shall have provided the Company with the necessary documentation (yincluding any reasonably requested indemnification) the termination of all guaranties and the agreements evidencing subordination required in connection therewith with such Debt Transaction that shall comply with the requirements of this clause (e) and (z) the termination or replacement of all letters of credit outstanding thereunder. In furtherance and not otherwise be in limitation of the foregoing, the Company shall (A) use its reasonable best efforts to deliver to Parent at least five Business Days prior to the Closing 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 form reasonably satisfactory to the Company Credit Agreement (collectively, the “Payoff LetterDebt Transaction Documents”) ). Parent will consult with the Company regarding the timing of any Debt Offer conducted by the Company in form light of the regular financial reporting schedule of the Company and substance customary for transactions the requirements of this typeapplicable Law. The Company shall use commercially reasonable efforts to, which Payoff Letter 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) indicate taking all corporate action reasonably necessary to authorize the total amount required execution and delivery of any Debt Transaction Documents to be paid entered into prior to fully satisfy all principalClosing (such corporate action, interestexecution and delivery not to be unreasonably withheld, prepayment premiums, penalties, breakage costs delayed or similar obligations related to any obligations under the Company Credit Agreement as of the anticipated Closing Date (and the daily accrual thereafter) (the “Payoff Amount”conditioned), (ii) state delivering any certificate, document or instrument reasonably required by the Depository Trust Company or any dealer manager, solicitation agent, information agent, depositary or other agent retained in connection with any consent solicitation that upon receipt is part of the Payoff Amountany Debt Offer, 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 the extent required by the policies or procedures of the Depository Trust Company in connection therewith relating to with any consent solicitation that is part of any Debt Offer, the assets and properties Company conducting any such consent solicitation); provided, that (1) such cooperation does not unreasonably interfere with the operations of the Company and its Subsidiaries, (2) the 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, (3) the Company and its Subsidiaries securing such obligations thereunder shall benot be required in connection with any Debt Transaction to pay any fees or reimburse any expenses prior to the Closing for which it has, upon written request to Parent, not received prior 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 payment terms and conditions of the Payoff AmountExisting Note Purchase Agreement, automatically released the Existing Term Loan or the Existing Senior Notes Indenture, as applicable. It is understood and terminatedagreed that a failure to obtain the amendments or consummate any offer or consent solicitation contemplated by the Debt Transactions (as described above) shall not constitute a failure by the Company to satisfy its obligations under this Section 8.05(e).

Treatment of Company Indebtedness. The (a) Prior to the Closing Date, the Company shall, and 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) deliver (or cause each of its Subsidiaries to, deliver a customary notice of prepayment (provided that such prepayment shall to be contingent upon the occurrence delivered) notices of the Closing unless otherwise agreed in writing by the Company) payoff, prepayment, discharge and otherwise to facilitate at or prior to the Effective Time the termination of all commitments any outstanding Indebtedness or obligations of the Company and each applicable Subsidiary of the Company as required under the Company Credit Agreement (the amounts outstanding under the Company Credit Agreement Agreement, the “Company Indebtedness Payoff Amount”); provided that any such notices will be required only if expressly conditioned upon the Closing, (ii) take all other actions within its reasonable control and (w) reasonably required to facilitate the repayment in full of all obligations outstanding thereunderthe Company Indebtedness Payoff Amount, (x) the release of all encumbrances, security interests and collateral in connection therewith, (y) including the termination of all guaranties and the agreements evidencing subordination commitments under the Company Credit Agreement, in connection therewith each case, substantially concurrently with the Effective Time, and (ziii) the obtain customary payoff or termination letters or replacement of all letters of credit outstanding thereunder. In furtherance and not in limitation of the foregoing, other similar evidence with respect to the Company shall (A) use its reasonable best efforts Credit Agreement in a form reasonably acceptable to deliver to Parent Parent, at least five two (2) Business Days prior to the Closing Date a draft (which payoff letter letters shall be subject to customary conditions). Parent shall (x) irrevocably pay off, or cause to be paid off, immediately after the Effective Time, the Company Indebtedness Payoff Amount (if any) and (y) take all actions within its control to provide all customary cooperation as may be reasonably requested by the Company to assist the Company in connection with its obligations under this Section 8.11. For the avoidance of doubt, (A) the Company and its Subsidiaries shall have no obligation to make any payment in respect of the Company Indebtedness Payoff Amount or in respect of any notice delivered under Section (i) of this Section 8.11, and Parent shall not make (or cause to be made) any payment in respect of the Company Indebtedness Payoff Amount, prior to the Effective Time and (B) use its reasonable best efforts the Company shall not be obligated to terminate or discharge (or make or cause the administrative agent under to become effective any such action) the Company Credit Agreement to deliver to Parent on the Closing Date, a fully executed payoff letter, in each case, with respect prior to the Company Credit Agreement (the “Payoff Letter”) in form and substance customary for transactions of this type, 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 related to any obligations under the Company Credit 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 and properties of the Company or any of its Subsidiaries securing such obligations thereunder shall be, upon the payment of the Payoff Amount, automatically released and terminatedEffective Time.

Treatment of Company Indebtedness. The Company shall, and shall cause each of its the Company Subsidiaries to, deliver a customary notice of prepayment (provided all notices and take all other actions reasonably requested by Parent that such prepayment shall be contingent upon are required to, in accordance with the occurrence of the Closing unless otherwise agreed in writing by the Company) and otherwise to facilitate at or prior to the Effective Time the termination of terms thereof, terminate all commitments outstanding under the Company Credit Agreement and (w) the repayment Agreement, repay in full of all obligations obligations, if any, outstanding thereunder, (x) and facilitate the release of all encumbrancesLiens, security interests if any, securing such obligations, and collateral the release of all guarantees, if any, in connection therewith, in each case, on the Closing Date as of the Effective Time (y) such termination, repayment and releases, the “Credit Facility Terminations”); provided that, for the avoidance of doubt, the Company may rescind any such notice in accordance with the terms of the Company Credit Agreement if the Effective Time does not occur on the prepayment and termination of all guaranties and the agreements evidencing subordination date specified in connection therewith and (z) the termination or replacement of all letters of credit outstanding thereundersuch notice. In furtherance and not in limitation of the foregoing, the Company shall, and shall (A) cause the Company Subsidiaries to, use its reasonable best efforts to deliver to Parent at least five Business Days two business days prior to the Closing Date a draft payoff letter Date, and (B) use its reasonable best efforts to cause the administrative agent under the Company Credit Agreement to shall deliver to Parent on or prior to the Closing Date, a fully an executed payoff letter, in each case, letter with respect to the Company Credit 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 is owed, (the “Financing Agent”), which Payoff Letter shall (i) indicate Letters together with any related release documentation shall, among other things, include the total payoff amount required to be paid to fully satisfy and provide that all principal, interest, prepayment premiums, penalties, breakage costs or similar obligations related to any obligations under the Company Credit Agreement as of the anticipated Closing Date Liens (and the daily accrual thereafter) (the “Payoff Amount”guarantees), (ii) state that upon receipt of the Payoff Amountif any, 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 granted in connection therewith relating to the assets assets, rights and properties of the Company or any of its and the Company Subsidiaries securing such Indebtedness and any other obligations thereunder shall besecured thereby, shall, upon the payment of the amount set forth in the applicable Payoff AmountLetter on the Closing Date, automatically be released and terminated. 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 Credit Agreement), in no event shall this Section 7.14 require the Company or any of the Company Subsidiaries to cause the Credit Facility Terminations to be consummated unless and until the Effective Time has occurred and Parent has provided or caused to be provided to the Company 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. 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 each of its Subsidiaries to, deliver a customary notice of prepayment (provided that such prepayment shall be contingent upon the occurrence of termination on the Closing unless otherwise agreed in writing by Date of all then-outstanding indebtedness under the CompanyFunding Support Loan and the Credit Facility (the “Debt Payoff Letters”) and otherwise to facilitate at or be delivered to Parent prior to the Effective Time the termination of all commitments outstanding under the Company Credit Agreement Closing Date (it being understood and (w) the repayment in full of all obligations outstanding thereunder, (x) the release of all encumbrances, security interests and 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 shall (A) use its agreed that reasonable best efforts will be used to deliver such documents to Parent at least five no later than three (3) Business Days prior to the Closing Date a draft payoff letter Date); and (Bb) deliver, or cause its applicable Subsidiaries to deliver, the Debt Payoff Letters in accordance with the terms of each of the Funding Support Loan and the Credit Facility to the 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 (3) Business Days prior to the Closing and 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), the Company shall, or shall cause the applicable Company Subsidiaries to, use its reasonable best efforts to cause make available cash and cash equivalents of the administrative agent Acquired Companies to Parent for the repayment of outstanding indebtedness under the Company Funding Support Loan and the Credit Agreement to deliver to Parent Facility on the Closing Date; provided, a fully executed payoff letterany such actions taken by the Company or Company Subsidiaries shall be subject to consultation with, in each caseand 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 Credit Agreement (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 “Payoff Letter”) contrary, nothing in form this Section 6.16 shall be deemed to affect, modify or condition the obligations of Parent and substance customary for transactions of this type, which Payoff Letter shall (i) indicate Merger Sub to effect the total amount required to be paid to fully satisfy all principal, interest, prepayment premiums, penalties, breakage costs or similar obligations related to any obligations under Closing and pay the Company Credit Agreement as of the anticipated Closing Date (aggregate Per Share Amount and the daily accrual thereafter) (aggregate Merger Consideration in accordance with 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 and properties of the Company or any of its Subsidiaries securing such obligations thereunder shall be, upon the payment of the Payoff Amount, automatically released and terminatedterms hereof.

Treatment of Company Indebtedness. The (a) If requested by Buyer in writing, Company shall, and shall cause each of its Subsidiaries to, deliver a customary notice of prepayment (provided all notices and other documents reasonably requested by Buyer that such prepayment shall be contingent upon the occurrence of the Closing unless otherwise agreed in writing by the Company) are required to cause and otherwise to facilitate at or prior to the Effective Time evidence the termination of all commitments outstanding under the Company Credit Agreement and (w) Agreement, the repayment in full of all obligations obligations, if any, outstanding thereunder, (x) the release of all encumbrancesLiens, security interests if any, securing such obligations, and collateral in connection therewith, (y) the termination release of all guaranties and the agreements evidencing subordination guarantees in connection therewith on the Closing Date as of the Effective Time (such notices, documents, termination, repayment and (z) releases, the termination or replacement of all letters of credit outstanding thereunder“Credit Facility Terminations”). In furtherance and not in limitation of the foregoing, the Company shall, and shall (A) cause its Subsidiaries to, use its reasonable best efforts to deliver to Parent at least five Business Days Buyer prior to the Closing Date a draft an executed 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 Agreement (the a “Payoff Letter”) in form and substance customary for transactions of this type), which Payoff Letter shall (i) indicate include the total payoff amount required to be paid to fully satisfy and provide that all principal, interest, prepayment premiums, penalties, breakage costs or similar obligations related to any obligations under the Company Credit Agreement as of the anticipated Closing Date Liens (and the daily accrual thereafter) (the “Payoff Amount”guarantees), (ii) state that upon receipt of the Payoff Amountif any, 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 granted in connection therewith relating to the assets assets, rights and properties of Company and its Subsidiaries securing such indebtedness and any other obligations secured thereby, shall, upon the payment of the amount set forth in the Payoff Letter on the Closing Date as of the Effective Time, be released and terminated. Notwithstanding anything herein to the contrary, in no event shall this Section 5.23 require Company or any of its Subsidiaries securing such obligations thereunder shall beto cause the Credit Facility Terminations to be effective unless and until the Effective Time has occurred and Buyer has provided or caused to be provided to Company or its Subsidiaries funds (or Buyer has directed Company or any of its Subsidiaries to use funds on their balance sheet) to pay in full the then-outstanding principal amount, upon and accrued and unpaid interest and fees outstanding, under the payment of the Payoff Amount, automatically released and terminatedCompany Credit Agreement.

Treatment of Company Indebtedness. The Company shall, and Parent shall cause 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 to, deliver a customary notice of prepayment (provided that such prepayment shall be contingent upon the occurrence of the Closing unless otherwise agreed in writing by the Company) and otherwise to facilitate at or prior to the Effective Time the termination of all commitments outstanding under the Company Credit Agreement and (w) or any of the repayment in full of all obligations Company’s outstanding thereunder, (x) the release of all encumbrances, security interests and collateral debt securities in connection therewithwith the Merger; provided that (i) none of the Company, (y) 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 termination Closing or that would be effective if the Closing does not occur, or deliver or cause to be delivered any opinion of all guaranties and the agreements evidencing subordination counsel in connection therewith and (zii) the termination or replacement of all letters of credit outstanding thereunderParent shall provide a customary indemnity in connection therewith. In furtherance and not in limitation of Without limiting the foregoing, the Company shall (A) use its reasonable best efforts efforts, and shall cause its applicable Subsidiaries to use commercially reasonable efforts, to deliver to Parent at least five three (3) Business Days prior to the Closing Date a draft copy of a payoff letter and (Bsubject to the delivery of funds as arranged by Parent) 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 Agreement (the “Payoff LetterSubject Indebtedness”) in form and substance customary for transactions of this typeform, which Payoff Letter 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 and any other monetary obligations related to any obligations then due and payable under the Company Credit Agreement Subject Indebtedness as of the anticipated Closing Date (and the daily accrual thereafter) (the “Payoff Amount”), (ii) state that upon receipt of the Payoff AmountAmount under such payoff letter, the Company Credit Agreement Subject Indebtedness and all related instruments evidencing the Company Credit Agreement loan documents shall be terminated (except for provisions in the Company Credit Agreement that, by their terms, survive such termination) and (iii) state provide that all encumbrances, guaranties, security interests, collateral Liens and agreements to subordinate guarantees in connection therewith with the Subject Indebtedness relating to the assets and properties of the Company or any of its Subsidiaries securing such the obligations thereunder under the Subject Indebtedness shall be, be released and terminated upon the payment of the Payoff Amount, automatically released and terminatedAmount on the Closing Date.

Treatment of Company Indebtedness. The Company shall, and shall cause each Upon request of its Subsidiaries to, deliver a customary notice of prepayment (provided that such prepayment shall be contingent upon the occurrence of the Closing unless otherwise agreed in writing by the Company) and otherwise to facilitate at or prior to the Effective Time the termination of all commitments outstanding under the Company Credit Agreement and (w) the repayment in full of all obligations outstanding thereunder, (x) the release of all encumbrances, security interests and 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 foregoingParent, the Company and its Subsidiaries shall (A) use its commercially reasonable best 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 at least five not less than two (2) Business Days prior to the Closing Date a draft payoff letter and (BClosing) 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 Agreement (the “Payoff Letter”) in form and substance customary for transactions of this type, which Payoff Letter shall setting forth (i) indicate the total amount required to that must be paid to fully satisfy all principal, interest, prepayment premiums, penalties, breakage costs in satisfaction or similar obligations related to any obligations under the Company Credit Agreement as discharge of the anticipated Closing Date (and the daily accrual thereafter) (the “Payoff Amount”)applicable indebtedness, (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 wire instructions for provisions in the Company Credit Agreement that, by their terms, survive such termination) payment and (iii) state assurances that upon payment of the amounts specified therein, all encumbrancesoutstanding indebtedness, guarantiesliabilities or other obligations of the Company and its Subsidiaries under such debt instrument (other than contingent obligations for which no demand has been made and other liabilities which by their terms survive the termination of the applicable agreements) shall have been paid and discharged in full and that any and all Liens securing such obligations shall be released, security interests, collateral together with any termination statements on Form UCC-3 or other releases reasonably necessary to evidence the satisfaction and agreements to subordinate in connection therewith relating to release of any Liens on the assets and properties of the Company or any of its Subsidiaries securing such obligations thereunder arising in connection therewith; it being understood that Parent shall be, upon the payment provide all funds required (or shall use funds of the Payoff Amount, automatically released Surviving Company) to actually effect such payoff and terminatedtermination.

Treatment of Company Indebtedness. (a) The Company shall, and shall cause each of its Subsidiaries toas soon as reasonably practicable after Parent so requests in writing, deliver a customary notice of prepayment (provided that such prepayment shall be contingent upon the occurrence of the Closing unless otherwise agreed in writing by the Company) and otherwise to facilitate at issue, or prior to the Effective Time the termination of all commitments outstanding under the Company Credit Agreement and (w) the repayment in full of all obligations outstanding thereunder, (x) the release of all encumbrances, security interests and 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 shall (A) use its reasonable best efforts to deliver to Parent at least five Business Days prior to the Closing Date a draft payoff letter and (B) use its reasonable best efforts to cause the administrative agent under the Company Credit Agreement Trustee (as defined below) to deliver to Parent on the Closing Dateissue, a fully executed payoff letternotice of optional redemption for some or all (which amount shall be specified in Parent’s written request) of the outstanding aggregate principal amount of VWR Funding, in each case, with respect to the Company Credit Agreement Inc.’s 4.625% Senior Notes due 2022 (the “Payoff LetterExisting 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 form making arrangements for redemption, defeasance, satisfaction and/or discharge of the Existing Notes pursuant to the Indenture and substance customary for transactions shall timely provide the Trustee with such officers’ certificates, legal opinions and other documentation required by the Indenture or reasonably requested by the Trustee in connection therewith. On or prior to any applicable redemption date, or if applicable, date of this typesatisfaction and discharge, which Payoff Letter Parent shall (i) indicate the total amount required deposit or cause to be paid deposited funds with the Trustee sufficient to fully satisfy all principaleffect such redemption and/or satisfaction and discharge, interestas applicable, prepayment premiums, penalties, breakage costs or similar obligations related as required pursuant to the terms of the Indenture (and in the event of any obligations under the Company Credit Agreement as delay of the anticipated Closing Date (and Effective Time, Parent shall deposit additional funds with the daily accrual thereafter) (Trustee sufficient to satisfy such redemption, satisfaction, discharge and/or defeasance, as applicable, as required pursuant to the “Payoff Amount”), (ii) state that upon receipt terms of the Payoff AmountIndenture); provided that the release of any such funds shall be subject to the occurrence of the Effective Time. Parent shall promptly, upon request by the Company, reimburse the Company Credit Agreement for all out-of-pocket costs and related instruments evidencing the Company Credit Agreement shall be terminated expenses (except for provisions in the Company Credit Agreement that, including attorneys’ fees) incurred 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 and properties of the Company or any of its Subsidiaries securing such obligations thereunder shall bethe Company Subsidiaries, upon the payment of the Payoff Amountas applicable, automatically released and terminatedin connection with this Section 5.16(a).

Treatment of Company Indebtedness. The Prior to the Closing Date, the Company shall, as reasonably requested by Parent in writing, (i) deliver (or cause to be delivered) notices of the payoff, prepayment, discharge and shall cause termination of any outstanding Indebtedness or obligations of the Company and each applicable Subsidiary of the Company as required under the Company Credit Agreement and any other Indebtedness for borrowed money of the Company and any of its Subsidiaries to, deliver a customary notice of prepayment (provided that such prepayment shall be contingent upon the occurrence of the Closing unless otherwise agreed in writing by the Company) and otherwise to facilitate at or prior to the Effective Time the termination of all commitments amounts outstanding under the Company Credit Agreement and (w) the repayment in full of under all obligations outstanding thereunder, (x) the release of all encumbrances, security interests and 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 other Indebtedness for borrowed money of the foregoingCompany and its Subsidiaries, collectively, the “Company shall (A) use its reasonable best efforts to deliver to Parent at least five Business Days prior to the Closing 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 Agreement (the “Payoff Letter”) in form and substance customary for transactions of this type, 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 related to any obligations under the Company Credit Agreement as of the anticipated Closing Date (and the daily accrual thereafter) (the “Indebtedness Payoff Amount”), (ii) state that upon receipt take all other actions 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, substantially concurrently with the Effective Time, and (iii) obtain customary payoff or termination letters or other similar evidence with respect to the Company Credit Agreement and related instruments evidencing 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 two (2) Business Days prior to the Closing Date (which payoff letters shall be subject to customary conditions). Parent shall (x) irrevocably pay off, or cause to be paid off, at or substantially concurrently with the Effective Time, the Company Indebtedness Payoff Amount (if any) and (y) take all actions within its control to provide all customary cooperation as may be reasonably requested by the Company to assist the Company in connection with its obligations under this Section 8.11. For the avoidance of doubt, (A) the Company and its Subsidiaries shall have no obligation to make any payment in respect of the Company Indebtedness Payoff Amount or in respect of any notice delivered under Section (i) of this Section 8.11 prior to the Effective Time and (B) the Company shall not be obligated to terminate or discharge (or make or cause to become effective any such action) the Company Credit Agreement shall be terminated (except or any other Indebtedness 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 and properties borrowed money of the Company or any of its Subsidiaries securing such obligations thereunder shall be, upon prior to the payment of the Payoff Amount, automatically released and terminatedEffective Time.

Treatment of Company Indebtedness. The Company shallshall use reasonable best efforts, and shall cause each of its applicable Subsidiaries to, deliver a customary notice of prepayment (provided that such prepayment shall be contingent upon the occurrence of the Closing unless otherwise agreed in writing by the Company) and otherwise to facilitate at or prior to the Effective Time the termination of all commitments outstanding under the Company Credit Agreement and (w) the repayment in full of all obligations outstanding thereunder, (x) the release of all encumbrances, security interests and 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 shall (A) use its reasonable best efforts efforts, to deliver to Parent at least five two Business Days prior to the Closing Date (with drafts being delivered in advance as reasonably requested by Parent) (a) a draft copy of a payoff letter and (Bsubject to the delivery of funds as arranged by Parent) 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 Agreement Facility (the Indebtedness under the Credit Facility and any related letter of credit, secured cash management agreement or secured hedge agreement, the “Payoff LetterSubject Indebtedness”) in customary form and substance customary for transactions of this typereasonably satisfactory to Parent, which Payoff Letter payoff letter shall (i) indicate the total amount required to be paid to fully satisfy all principal, interest, fees, prepayment premiums, termination costs, penalties, breakage costs or similar and any other monetary obligations related to any obligations then due and payable under the Company Credit Agreement Subject Indebtedness as of the anticipated Closing Date (and the daily accrual thereafter) (the “Payoff Amount”), (ii) state that upon receipt of the Payoff AmountAmount under such payoff letter, the Company Credit Agreement Subject Indebtedness and all related instruments evidencing the Company Credit Agreement loan documents shall be terminated (except for provisions in the Company Credit Agreement that, by their terms, survive such termination) and (iii) state provide that all encumbrances, guaranties, security interests, collateral Liens and agreements to subordinate guarantees in connection therewith with the Subject Indebtedness relating to the assets and properties of the Company or any of its Subsidiaries securing such the obligations thereunder under the Subject Indebtedness shall be, be released and terminated upon the payment of the Payoff Amount, automatically released Amount on the Closing Date and terminated(b) all documentation relating to the release 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. The (a) If requested in writing by Parent at least fifteen (15) Business Days prior to the Closing Date, the Company shall, shall (and shall cause each of its the Company Subsidiaries to, ) deliver a customary notice of prepayment (provided that such prepayment shall be contingent upon the occurrence of the Closing unless otherwise agreed in writing by the Company) all notices and otherwise take all other actions required to facilitate at or prior to the Effective Time the termination of all commitments outstanding under Indebtedness of the Company Credit Agreement and (w) for borrowed money, the repayment in full of all obligations outstanding thereunder, (x) the release of all encumbrancesLiens securing such obligations, security interests and collateral the release of all guarantees in connection therewith; provided, (y) however, that neither the termination Company nor the Company Subsidiaries shall be required to take any such action that is not conditioned upon the occurrence of all guaranties and the agreements evidencing subordination in connection therewith and (z) the termination or replacement of all letters of credit outstanding thereunderClosing. In furtherance and not in limitation of the foregoing, if requested by Parent pursuant to this Section 6.12(a), the Company shall, and shall cause the Company Subsidiaries to, (A) use its commercially reasonable best efforts to deliver to Parent at least five four (4) Business Days on or prior to the Closing Date Date, a draft payoff letter and related release documentation and (B) use its reasonable best efforts deliver on or prior to cause the administrative agent under the Company Credit Agreement to deliver to Parent on the Closing Date, a fully an executed payoff letterletter and executed related release documentation, in each case, with respect to the Company Credit Agreement such Indebtedness for borrowed money (the “Payoff Letter”) in form and substance customary for transactions of this type, from the agent on behalf of the Persons to whom such Indebtedness is owed, which Payoff Letter shall (i) indicate together with any related release documentation shall, among other things, include the total payoff amount required to be paid to fully satisfy all principal, interest, prepayment premiums, penalties, breakage costs or similar obligations related to any obligations under the Company Credit 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 provide that all encumbrances, guaranties, security interests, collateral guarantees and agreements to subordinate Liens granted in connection therewith relating to the assets assets, rights and properties of the Company or any of its and the Company Subsidiaries securing such Indebtedness and any other obligations thereunder shall besecured thereby, shall, upon the payment of the amount set forth in the Payoff AmountLetter at or prior to the Effective Time, automatically be released and terminated.

Treatment of Company Indebtedness. (1) The Company shall, and shall cause each of its Subsidiaries to, deliver a customary notice of prepayment (provided that such prepayment shall be contingent upon the occurrence of the Closing unless otherwise agreed in writing all notices and take all other actions reasonably requested by the Company) and otherwise Parent that are required to facilitate at or prior to in accordance with the Effective Time terms thereof the termination of all commitments outstanding under the Company Credit Agreement and (w) Facility, the repayment in full of all obligations obligations, if any, outstanding thereunder, (x) the release of all encumbrancesLiens, security interests if any, securing such obligations, and collateral the release of guarantees, if any, in connection therewith, in each case, on the Effective Date as of the Effective Time (y) such termination, repayment and releases, 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“Credit Facility Termination”). In furtherance and not in limitation of the foregoing, the Company shall, and shall (A) cause its Subsidiaries to, use its reasonable best efforts to deliver to the Parent at least five two (2) Business Days prior to the Closing Date a draft anticipated Effective Date, an executed 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 Agreement 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 is owed, which Payoff Letter shall (i) indicate together with any related release documentation shall, among other things, include the total payoff amount required to be paid to fully satisfy and provide that all principal, interest, prepayment premiums, penalties, breakage costs or similar obligations related to any obligations under the Company Credit Agreement as of the anticipated Closing Date Liens (and the daily accrual thereafter) (the “Payoff Amount”guarantees), (ii) state that upon receipt of the Payoff Amountif any, 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 granted in connection therewith relating to the assets assets, rights and properties of the Company and its Subsidiaries securing such Indebtedness and any other obligations secured thereby, shall, upon the payment of the amount set forth in a Payoff Letter on the Effective Date, be released and terminated. Notwithstanding anything herein to the contrary, in no event shall this Section 4.15(1) require the Company or any of its Subsidiaries securing such obligations thereunder shall be, upon to cause the payment Credit Facility Termination to be effective unless and until the Effective Time has occurred and the Parent has provided or caused to be provided to the Company 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 Payoff Amount, automatically released then-outstanding principal amount of and terminatedaccrued and unpaid interest and fees under the Credit Facility.

Treatment of Company Indebtedness. The Company shall, and shall cause each of its Subsidiaries to, deliver a customary notice of prepayment (provided that such prepayment shall be contingent upon the occurrence of the Closing unless otherwise agreed in writing all notices and take all other actions reasonably requested by the Company) and otherwise Purchaser that are required to facilitate at or prior to in accordance with the Effective Time terms thereof the termination of all commitments outstanding under the Company Existing BMO Credit Agreement and (w) Facility, the repayment in full of all obligations obligations, if any, outstanding thereunder, (x) the release of all encumbrancesLiens, security interests and collateral in connection therewithif any, (y) the termination of all guaranties securing such obligations, and the agreements evidencing subordination release of guarantees in connection therewith on the Effective Date as of the Effective Time (such termination, repayment and (z) releases, the termination or replacement of all letters of credit outstanding thereunder"Credit Facility Terminations"). In furtherance and not in limitation of the foregoingfurtherance, the Company shall, and shall (A) use cause each of its reasonable best efforts to Subsidiaries to, deliver to Parent the Purchaser at least five three (3) Business Days prior to the Closing Date a draft (with drafts being delivered in advance as reasonably requested by the Purchaser), an executed payoff letter (and similar instruments) with respect to the Existing BMO Credit Facility (Bthe "Payoff Letter") 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 letterand all related release and termination documentation, in each case, with respect to the Company Credit Agreement (the “Payoff Letter”) 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 is owed (or, if there is no such agent, from the Persons to whom such Indebtedness is owed), which Payoff Letter shall (i) indicate together with any related release documentation shall, among other things, include the total payoff amount required to be paid to fully satisfy all principal, interest, prepayment premiums, penalties, breakage costs or similar obligations related to any obligations under the Company Credit Agreement as of the anticipated Closing Date and provide that Liens (and the daily accrual thereafter) (the “Payoff Amount”guarantees), (ii) state that upon receipt of the Payoff Amountif any, 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 granted in connection therewith relating to the assets assets, rights and properties of the Company and its Subsidiaries securing such Indebtedness and any other obligations secured thereby, shall, upon the payment of the amount set forth in the Payoff Letter on the Effective Date, be released and terminated. Notwithstanding anything herein to the contrary, in no event shall this Section 4.9 require the Company or any of its Subsidiaries securing 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 obligations thereunder purpose; provided that the Company shall benot unreasonably withhold, upon condition or delay any such agreement) to pay in full the payment outstanding amounts required pursuant to the terms of the Payoff Amount, automatically released and terminatedLetter in accordance with the obligations of the Purchaser under Section 2.9.

Treatment of Company Indebtedness. The Company shall, and shall cause each of its Subsidiaries to, deliver a customary notice of prepayment (provided that such prepayment shall be contingent upon the occurrence of the Closing unless otherwise agreed in writing all notices and take all other actions reasonably requested by the Company) and otherwise Purchaser that are required to facilitate at or prior to in accordance with the Effective Time terms thereof the termination of all commitments outstanding under each of the Company Credit Agreement Existing Financing Instruments and (w) the Accounts Receivable Purchase Program, the repayment in full of all obligations obligations, if any, outstanding thereunder, (x) the release of all encumbrancesLiens, security interests and collateral in connection therewithif any, (y) the termination of all guaranties securing such obligations, and the agreements evidencing subordination release of guarantees in connection therewith on the Effective Date as of the Effective Time (such termination, repayment and (z) releases, the termination or replacement of all letters of credit outstanding thereunder“Credit Facility Terminations”). In furtherance and not in limitation of the foregoing, the Company shall, and shall (A) use cause each of its reasonable best efforts to Subsidiaries to, deliver to Parent the Purchaser at least five three (3) Business Days prior to the Closing Date a draft payoff letter and (B) use its reasonable best efforts to cause with drafts being delivered in advance as reasonably requested by the administrative agent under the Company Credit Agreement to deliver to Parent on the Closing DatePurchaser), a fully executed payoff letterletters (and similar instruments), in each case, with respect to each of the Company Credit Agreement Existing Financing Instruments and the Accounts Receivable Purchase Program (the each, 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 is owed (or, if there is no such agent, from the Persons to whom such Indebtedness is owed), which Payoff Letter shall (i) indicate Letters together with any related release documentation shall, among other things, include the total payoff amount required to be paid to fully satisfy all principal, interest, prepayment premiums, penalties, breakage costs or similar obligations related to any obligations under the Company Credit Agreement as of the anticipated Closing Date and provide that Liens (and the daily accrual thereafter) (the “Payoff Amount”guarantees), (ii) state that upon receipt of the Payoff Amountif any, 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 granted in connection therewith relating to the assets assets, rights and properties of the Company and its Subsidiaries securing such Indebtedness and any other obligations secured thereby, shall, upon the payment of the amount set forth in the applicable Payoff Letter on the Effective Date, be released and terminated. Notwithstanding anything herein to the contrary, in no event shall this Section 4.10 require the Company or any of its Subsidiaries securing 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 obligations thereunder purpose; provided that the Company shall benot unreasonably withhold, upon condition or delay any such agreement) to pay in full the payment outstanding amounts required pursuant to the terms of the Payoff Amount, automatically released and terminatedLetters.

Treatment of Company Indebtedness. The Company shall, and shall cause each of its Subsidiaries to, deliver a customary notice of prepayment (provided that such prepayment shall be contingent upon the occurrence of the Closing unless otherwise agreed in writing by the Company) and otherwise to facilitate at or prior to the Effective Time the termination of all commitments outstanding under the Company Credit Agreement and (w) the repayment in full of all obligations outstanding thereunder, (x) the release of all encumbrances, security interests and 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 shall (A) use its reasonable best efforts to deliver to Parent at least five Business Days prior to the Closing 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 Agreement (the “Payoff Letter”) in form and substance customary for transactions of this type, 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 related to any obligations under the Company Credit 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 and properties of the Company or any of its Subsidiaries securing such obligations thereunder shall be, upon the payment of the Payoff Amount, automatically released and terminated.. 5.15

Treatment of Company Indebtedness. The Company shallshall use reasonable best efforts, and shall cause each of its applicable Subsidiaries to, deliver a customary notice of prepayment (provided that such prepayment shall be contingent upon the occurrence of the Closing unless otherwise agreed in writing by the Company) and otherwise to facilitate at or prior to the Effective Time the termination of all commitments outstanding under the Company Credit Agreement and (w) the repayment in full of all obligations outstanding thereunder, (x) the release of all encumbrances, security interests and 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 shall (A) use its reasonable best efforts efforts, to deliver to Parent Pubco and SPAC at least five two Business Days prior to the Acquisition Merger Closing Date (with drafts being delivered in advance as reasonably requested by SPAC) (a) a draft copy of a payoff letter and (Bsubject to the delivery of funds as arranged by SPAC) 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 Agreement (the Indebtedness under the Credit Agreement and any related letter of credit, secured cash management agreement or secured hedge agreement, the “Payoff LetterSubject Indebtedness”) in customary form reasonably satisfactory to Pubco and substance customary for transactions of this typeSPAC, which Payoff Letter payoff letter shall (i) indicate the total amount required to be paid to fully satisfy all principal, interest, fees, prepayment premiums, termination costs, penalties, breakage costs or similar and any other monetary obligations related to any obligations then due and payable under the Company Credit Agreement Subject Indebtedness as of the anticipated Acquisition Merger Closing Date (and the daily accrual thereafter) (the “Payoff Amount”), (ii) state that upon receipt of the Payoff AmountAmount under such payoff letter, the Company Credit Agreement Subject Indebtedness and all related instruments evidencing the Company Credit Agreement loan documents shall be terminated (except for provisions in the Company Credit Agreement that, by their terms, survive such termination) and (iii) state provide that all encumbrances, guaranties, security interests, collateral Liens and agreements to subordinate guarantees in connection therewith with the Subject Indebtedness relating to the assets and properties of the Company or any of its Subsidiaries securing such the obligations thereunder under the Subject Indebtedness shall be, be released and terminated upon the payment of the Payoff Amount, automatically released Amount on the Acquisition Merger Closing Date and terminated(b) all documentation relating to the release 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. The (a) Prior to the Closing Date, the Company shall, and 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) deliver (or cause each of its Subsidiaries to, deliver a customary notice of prepayment (provided that such prepayment shall to be contingent upon the occurrence delivered) notices of the Closing unless otherwise agreed in writing by the Company) payoff, prepayment, discharge and otherwise to facilitate at or prior to the Effective Time the termination of all commitments any outstanding Indebtedness or obligations of the Company and each applicable Subsidiary of the Company as required under the Company Credit Agreement (the amounts outstanding under the Company Credit Agreement Agreement, the “Company Indebtedness Payoff Amount”); provided that any such notices will be required only if expressly conditioned upon the Closing, (ii) take all other actions within its reasonable control and (w) reasonably required to facilitate the repayment in full of all obligations outstanding thereunderthe Company Indebtedness Payoff Amount, (x) the release of all encumbrances, security interests and collateral in connection therewith, (y) including the termination of all guaranties and the agreements evidencing subordination commitments under the Company Credit Agreement, in connection therewith each case, substantially concurrently with the Effective Time, and (ziii) the obtain customary payoff or termination letters or replacement of all letters of credit outstanding thereunder. In furtherance and not in limitation of the foregoing, other similar evidence with respect to the Company shall (A) use its reasonable best efforts Credit Agreement in a form reasonably acceptable to deliver to Parent Parent, at least five two (2) Business Days prior to the Closing Date a draft (which payoff letter letters shall be subject to customary conditions). Parent shall (x) irrevocably pay off, or cause to be paid off, immediately after the Effective Time, the Company Indebtedness Payoff Amount (if any) and (y) take all actions within its control to provide all customary cooperation as may be reasonably requested by the Company to assist the Company in connection with its obligations under this ‎Section 8.11. For the avoidance of doubt, (A) the Company and its Subsidiaries shall have no obligation to make any payment in respect of the Company Indebtedness Payoff Amount or in respect of any notice delivered under Section (i) of this Section 8.11, and Parent shall not make (or cause to be made) any payment in respect of the Company Indebtedness Payoff Amount, prior to the Effective Time and (B) use its reasonable best efforts the Company shall not be obligated to terminate or discharge (or make or cause the administrative agent under to become effective any such action) the Company Credit Agreement to deliver to Parent on the Closing Date, a fully executed payoff letter, in each case, with respect prior to the Company Credit Agreement (the “Payoff Letter”) in form and substance customary for transactions of this type, 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 related to any obligations under the Company Credit 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 and properties of the Company or any of its Subsidiaries securing such obligations thereunder shall be, upon the payment of the Payoff Amount, automatically released and terminatedEffective Time.

Treatment of Company Indebtedness. The Company shall, and shall cause each of its Subsidiaries to, deliver a customary notice of prepayment (provided that such prepayment shall be contingent upon the occurrence of the Closing unless otherwise agreed in writing all notices and take all other actions reasonably requested by the Company) and otherwise Purchaser that are required to facilitate at or prior to in accordance with the Effective Time terms thereof the termination of all commitments outstanding under each of the Company Credit Agreement Existing Financing Instruments and (w) the Accounts Receivable Purchase Program, the repayment in full of all obligations obligations, if any, outstanding thereunder, (x) the release of all encumbrancesLiens, security interests and collateral in connection therewithif any, (y) the termination of all guaranties securing such obligations, and the agreements evidencing subordination release of guarantees in connection therewith on the Effective Date as of the Effective Time (such termination, repayment and (z) releases, the termination or replacement of all letters of credit outstanding thereunder“Credit Facility Terminations”). In furtherance and not in limitation of the foregoing, the Company shall, and shall (A) use cause each of its reasonable best efforts to Subsidiaries to, deliver to Parent the Purchaser at least five three (3) Business Days prior to the Closing Date a draft payoff letter and (B) use its reasonable best efforts to cause with drafts being delivered in advance as reasonably requested by the administrative agent under the Company Credit Agreement to deliver to Parent on the Closing DatePurchaser), a fully executed payoff letterletters (and similar instruments), in each case, with respect to each of the Company Credit Agreement Existing Financing Instruments and the Accounts Receivable Purchase Program (the each, 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 is owed (or, if there is no such agent, from the Persons to whom such Indebtedness is owed), which Payoff Letter shall (i) indicate Letters together with any related release documentation shall, among other things, include the total payoff amount required to be paid to fully satisfy all principal, interest, prepayment premiums, penalties, breakage costs or similar obligations related to any obligations under the Company Credit Agreement as of the anticipated Closing Date and provide that Liens (and the daily accrual thereafter) (the “Payoff Amount”guarantees), (ii) state that upon receipt of the Payoff Amountif any, 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 granted in connection therewith relating to the assets assets, rights and properties of the Company and its Subsidiaries securing such Indebtedness and any other obligations secured thereby, shall, upon the payment of the amount set forth in the applicable Payoff Letter on the Effective Date, be released and terminated. Notwithstanding anything herein to the contrary, in no event shall this Section 4.10 require the Company or any of its Subsidiaries securing 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 obligations thereunder purpose; provided that the Company shall benot unreasonably withhold, upon condition or delay any such agreement) to pay in full the payment outstanding amounts required pursuant to the terms of the Payoff Amount, automatically released and terminatedLetters.