Common use of Treatment of Existing Indebtedness Clause in Contracts

Treatment of Existing Indebtedness. The Company shall, and shall cause its Subsidiaries to, cooperate with, and take all actions reasonably required by, Parent in order to facilitate the termination and payoff of the commitments under the Company Credit Facility at Closing upon or simultaneously with the funding of the Debt Financing (including, upon such funding, the repayment in full of all obligations then outstanding thereunder and the release of all encumbrances, security interests and collateral and the termination of all guarantees and the agreements evidencing subordination in connection therewith at the Closing), or in connection with any proposed refinancing by Parent thereof. Without limiting the foregoing, upon any written request by Parent, on or prior to the fifth Business Day prior to the Effective Time, the Company shall use its commercially reasonable efforts, and subject to the cooperation of the existing lenders under the Company Credit Facility, to arrange for the delivery to Parent of payoff letters in customary form and substance from the administrative agent or other similar agents under the Company Credit Facility, 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 Facility 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 Facility and related instruments evidencing the Company Credit Facility shall be terminated (except for provisions in the Company Credit Facility that, by their terms, survive such termination) and (iii) state that all encumbrances, guarantees, 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, released and terminated; provided that this Section 8.04 shall not require the Company or any of its Subsidiaries to (i) arrange for financing or refinancing sufficient to repay the Company Credit Facility, except to the extent set forth in Section 8.03 or (ii) cause such repayment, release and termination unless the Closing shall occur substantially concurrently.

Treatment of Existing Indebtedness. The Company shall, and shall cause its Subsidiaries to, cooperate with, and take all actions reasonably required by, Parent in order to facilitate the termination and payoff of the commitments under the Company Credit Facility at Closing upon or simultaneously with the funding of the Debt Financing (including, upon such funding, the repayment in full of all obligations then outstanding thereunder and the release of all encumbrances, security interests and collateral and the termination of all guarantees and the agreements evidencing subordination in connection therewith at the Closing), or in connection with any proposed refinancing by Parent thereof. Without limiting the foregoing, upon any written request by Parent, on a) On or prior to the fifth second Business Day prior to the Effective Time, the Company shall use its deliver to the Parent a copy of a payoff letter, in commercially reasonable effortsform, from the Agent (as defined in the Loan and subject to the cooperation of the existing lenders Security Agreement) under the Company Credit Facility, to arrange for the delivery to Parent of payoff letters in customary form Loan and substance from the administrative agent or other similar agents under the Company Credit FacilitySecurity Agreement, 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 Obligations (as defined in the Loan and Security Agreement) under the Company Credit Facility Loan and Security 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 Facility Loan and Security Agreement and related instruments evidencing the Company Credit Facility Loan and Security Agreement shall be terminated (except for provisions in the Company Credit Facility that, by their terms, survive such termination) and (iii) state that all encumbrancesLiens, guarantees, security interests, collateral guarantees 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 Obligations shall be, upon the payment of the Payoff Amount, released and terminated. The Company shall, and shall cause its Subsidiaries to, use reasonable best efforts to deliver all notices and take all other actions to facilitate the termination of the Loan and Security Agreement, the repayment in full of all Obligations then outstanding thereunder and the release of all Liens and the termination of all guarantees (including reflecting the release of the pledge of quotas of the Brazil Subsidiaries in their respective articles of association) and the agreements evidencing subordination in connection therewith on the Closing Date prior to the Closing; provided that this Section 8.04 5.11(a) shall not require the Company or any of its Subsidiaries to (i) arrange for financing or refinancing sufficient to repay the Company Credit Facility, except to the extent set forth in Section 8.03 or (ii) cause such repayment, release and termination unless the Closing shall occur substantially concurrently.

Treatment of Existing Indebtedness. The (a) Prior to the Closing Date, the Company shall, as reasonably requested by Parent, (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 under the Company Credit Agreement and any other indebtedness for borrowed money of the Company and any of its Subsidiaries to(other than the Company Notes) (the amounts outstanding under the Company Credit Agreement and under all other indebtedness for borrowed money of the Company and its Subsidiaries (other than the Company Notes), cooperate withthe “Company Indebtedness Payoff Amount”), and (ii) take all other actions within its control and reasonably required by, Parent in order to facilitate the repayment of the Company Indebtedness Payoff Amount, including the termination and payoff of the commitments under the Company Credit Facility at Closing upon or simultaneously Agreement substantially concurrently with the funding Effective Time, subject to Parent’s compliance with its obligations under the following sentence, and (iii) obtain customary payoff or termination letters or other similar evidence with respect to the Company Credit Agreement and any other indebtedness for borrowed money of the Debt Financing Company and any of its Subsidiaries (including, upon such funding, other than the repayment in full of all obligations then outstanding thereunder and the release of all encumbrances, security interests and collateral and the termination of all guarantees and the agreements evidencing subordination in connection therewith at the ClosingCompany Notes), or in connection with any proposed refinancing by each case, in a form reasonably acceptable to Parent thereof. Without limiting the foregoing, upon any written request by Parent, on or at least two (2) Business Days prior to the fifth Business Day 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 prior to the Effective Time, the Company shall use its commercially reasonable efforts, and subject to the cooperation of the existing lenders under the Company Credit Facility, to arrange for the delivery to Parent of payoff letters in customary form and substance from the administrative agent or other similar agents under the Company Credit Facility, which payoff letter shall Indebtedness Payoff Amount (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 Facility 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 Facility and related instruments evidencing the Company Credit Facility shall be terminated (except for provisions in the Company Credit Facility that, by their terms, survive such terminationif any) and (iiiy) state that take all encumbrances, guarantees, security interests, collateral and agreements actions within its control to subordinate provide all customary cooperation as may be reasonably requested by the Company to assist the Company in connection therewith relating to the assets and properties of the Company or any of with its Subsidiaries securing such obligations thereunder shall be, upon the payment of the Payoff Amount, released and terminated; provided that under this Section 8.04 shall not require the Company or any of its Subsidiaries to (i) arrange for financing or refinancing sufficient to repay the Company Credit Facility, except to the extent set forth in Section 8.03 or (ii) cause such repayment, release and termination unless the Closing shall occur substantially concurrently‎Section 8.11(a).

Treatment of Existing Indebtedness. The Company shall, and shall cause its Subsidiaries to, cooperate with, and take all actions reasonably required by, Parent in order to facilitate the termination and payoff of the commitments under the Company Credit Facility at Closing upon or simultaneously with the funding of the Debt Financing (including, upon such funding, the repayment in full of all obligations then outstanding thereunder and the release of all encumbrances, security interests and collateral and the termination of all guarantees and the agreements evidencing subordination in connection therewith at the Closing), or in connection with any proposed refinancing by Parent thereof. Without limiting the foregoing, upon any written request by Parent, on or prior to the fifth third Business Day prior to the Effective Time, the Company shall use its commercially reasonable efforts, and subject to the cooperation of the existing lenders under the Company Credit Facility, to arrange for the delivery to Parent of payoff letters in customary form and substance from the administrative agent or other similar agents under the Company Credit Facility, which payoff letter shall (ia) 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 Facility as of the anticipated Closing Date (and the daily accrual thereafter) (the “Payoff Amount”), (iib) state that upon receipt of the Payoff Amount, the Company Credit Facility and related instruments evidencing the Company Credit Facility shall be terminated (except for provisions in the Company Credit Facility that, by their terms, survive such termination) and (iiic) state that all encumbrances, guarantees, 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, released and terminated; provided that this Section 8.04 shall not require the Company or any of its Subsidiaries to (ix) arrange for financing or refinancing sufficient to repay the Company Credit Facility, except to the extent set forth in Section 8.03 8.03, or (iiy) cause such repayment, release and termination unless the Closing shall occur substantially concurrently.

Treatment of Existing Indebtedness. The (a) Prior to or substantially concurrently with 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 its Subsidiaries toto be delivered) notices of the payoff, cooperate withprepayment, discharge, and termination of any outstanding Indebtedness or obligations of the Company and each applicable Company Subsidiary as required under the Company Credit Agreement (the amounts outstanding under the Company Credit Agreement, the “Company Indebtedness Payoff Amount”); provided, that any such notices will be required only if expressly conditioned upon the Closing, and (ii) take all other actions within its reasonable control and reasonably required by, Parent in order to facilitate the repayment of the Company Indebtedness Payoff Amount, including the termination and payoff of the commitments under the Company Credit Facility at Closing upon or simultaneously Agreement, in each case, substantially concurrently with the funding of the Debt Financing Effective Time. At least one (including, upon such funding, the repayment in full of all obligations then outstanding thereunder and the release of all encumbrances, security interests and collateral and the termination of all guarantees and the agreements evidencing subordination in connection therewith at the Closing), or in connection with any proposed refinancing by Parent thereof. Without limiting the foregoing, upon any written request by Parent, on or prior to the fifth 1) Business Day prior to the Effective TimeClosing Date, the Company shall use its commercially reasonable effortsdeliver to Parent an executed payoff letter with respect to the Company Credit Agreement (the “Payoff Letter”), in a form and substance reasonably acceptable to Parent and subject to the cooperation of the existing lenders under the Company Credit Facility, to arrange for the delivery to Parent of payoff letters in customary form and substance from the administrative agent or other similar agents under the Company Credit Facility, which payoff letter conditions. The Payoff Letter shall (i) indicate confirm the total aggregate outstanding amount required to be paid to fully satisfy all principal, interest, prepayment premiums, penalties, breakage costs or similar obligations related to any obligations other outstanding and unpaid Indebtedness under the Company Credit Facility Agreement, as applicable, as of the anticipated Closing Date (and the daily accrual of interest thereafter) (the “Payoff Amount”), (ii) state that upon receipt of the Payoff Amount, the Company Credit Facility and related instruments evidencing the Company Credit Facility shall be terminated (except for provisions in the Company Credit Facility that, by their terms, survive such termination) contain payment instructions and (iii) state that evidence the satisfaction, release and discharge of the Indebtedness under the Company Credit Agreement, as applicable. Parent shall (x) irrevocably pay off, or cause to be paid off, substantially concurrently with the Effective Time, the Company Indebtedness Payoff Amount (if any) and (y) take all encumbrances, guarantees, security interests, collateral and agreements actions within its control to subordinate provide all customary cooperation as may be reasonably requested by the Company to assist the Company in connection therewith relating with its obligations under this Section 5.15. The Company shall use reasonable best efforts to provide, at Parent’s expense, all customary cooperation as may be reasonably requested by the Parent to assist the Parent in connection with any financing necessary to pay amounts required under this Section 5.15; provided, however, that (i) Parent’s obligations under this Agreement shall in no way be subject to or conditioned upon obtaining any financing and (ii) none of the Company nor any of its Affiliates shall be required to take or permit the taking of any action pursuant to this Section 5.15 that would: (A) require the Company or any Company Subsidiary or any of their respective Affiliates or any persons who are officers or directors of such entities to pass resolutions or consents to approve or authorize the execution of any financing, except that, if necessary to establish requisite authority or required under the Company Credit Agreement or the applicable Indenture (or the trustee thereunder) (or requested by legal counsel rendering any opinion thereunder), the Company and the applicable Company Subsidiaries shall be required to pass resolutions or consents to approve or authorize the payoff, prepayment, discharge, and termination of the Company Credit Agreement and the redemption or satisfaction and discharge of all or a portion of the outstanding aggregate principal amount of any or all of the Senior Notes, in each case, as contemplated by this Section 5.15, (B) require the Company or any Company Subsidiary or any of their respective Affiliates or any persons who are officers or directors of such entities to enter into, execute or deliver any certificate, document, instrument or agreement or agree to any change or modification of any existing certificate, document, instrument or agreement, in each case, that would be effective prior to the assets Effective Time, other than any notice, certificate, document, instrument, or agreement required to be delivered in connection with the prepayment, discharge, and properties termination of the Company Credit Agreement or the redemption or satisfaction and discharge of all or a portion of the outstanding aggregate principal amount of any or all of the Senior Notes, in each case, as contemplated by this Section 5.15; provided that such notices are conditioned on the Closing, (C) cause any representation, warranty or other provision in this Agreement to be breached by the Company, the Company Subsidiaries or any of their Affiliates, which breach if occurring or continuing at the Effective Time would result in the failure of any of the conditions set forth in this Agreement, (D) require the Company, the Company Subsidiaries or any of their Affiliates to (x) pay any commitment or other similar fee, (y) incur any other expense, liability or obligation which expense, liability or obligation is not reimbursed or indemnified hereunder in connection with any financing prior to the Effective Time or (z) have any obligation of the Company, the Company Subsidiaries or any of their Affiliates under any agreement, certificate, document or instrument be effective until the Effective Time, except in the event such fee, expense, liability or obligation arose out of or results from the bad faith, gross negligence or willful misconduct of the Company, the Company Subsidiaries or any of their Affiliates, (E) cause any director, officer, employee or stockholder of the Company, the Company Subsidiaries or any of their Affiliates to incur any personal liability (except to the extent such Person is continuing in such role after Effective Time, and solely with respect to agreements contingent upon the Effective Time and that would not be effective prior to the Effective Time) or provide any representation or certificate such director, officer, employee or stockholder believes in good faith is false, (F) conflict with the organizational documents of the Company, the Company Subsidiaries or any of their Affiliates or any Laws, or, except as otherwise provided herein, material contracts, (G) provide access to or disclose information to any Person, to the extent that the Company, the Company Subsidiaries or any of their Affiliates determines in good faith that providing access or disclosure would jeopardize any attorney-client privilege or other similar privilege or protection of the Company, the Company Subsidiaries or any of their Affiliates in respect of such information, (H) require the Company or any of the Company Subsidiaries or Representatives to prepare or provide any Excluded Information or (I) unreasonably interfere with the ongoing operations of the Company or any of its Subsidiaries securing such obligations thereunder shall be, upon the payment of the Payoff Amount, released and terminated; provided that this Section 8.04 shall not require the Company or any of its Subsidiaries to (i) arrange for financing or refinancing sufficient to repay Subsidiaries. Parent shall, promptly on request by the Company, reimburse the Company, the Company Credit FacilitySubsidiaries and their Affiliates for all reasonable, documented and invoiced out-of-pocket costs (including reasonable, documented and invoiced out-of-pocket attorneys’ fees) incurred in good faith by them or their Representatives in connection with the cooperation described in Section 5.15 and shall indemnify and hold harmless the Indemnified Parties from and against any and all losses suffered or incurred by them in connection with any financing, any action taken by them at the request of Parent or its Representatives pursuant to Section 5.15 and any information used in connection therewith except to the extent set forth suffered or incurred as a result of the bad faith, gross negligence, willful misconduct or breach of this Agreement by any Indemnified Party. Notwithstanding the foregoing, (A) the Company and the Company 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 clause (i) of this Section 8.03 5.15(a), 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 (iiB) the Company shall not be obligated to terminate or discharge (or make or cause to become effective any such repayment, release and termination unless action) the Closing shall occur substantially concurrentlyCompany Credit Agreement prior to the Effective Time.

Treatment of Existing Indebtedness. The Company shall, and shall cause its Subsidiaries to, cooperate with, and take all actions reasonably required by, Parent in order to facilitate the termination and payoff of the commitments under the Company Credit Facility at Closing upon or simultaneously with the funding of the Debt Financing (including, upon such funding, the repayment in full of all obligations then outstanding thereunder and the release of all encumbrances, security interests and collateral and the termination of all guarantees and the agreements evidencing subordination in connection therewith at the Closing), or in connection with any proposed refinancing by Parent thereof. Without limiting the foregoing, upon any written request by Parent, on or prior Prior to the fifth Business Day prior to the Effective TimeClosing Date, the Company shall use its commercially reasonable effortsefforts to (or shall cause the Company Broker-Dealer Subsidiary to use its commercially reasonable efforts to), as reasonably requested by Parent, (i) deliver (or cause to be delivered) notices of the payoff, prepayment, discharge and termination of any outstanding Indebtedness or obligations of (a) the Company under that certain Credit Agreement, dated as of June 21, 2019 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Company Credit Agreement”), by and among the Company, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent and (b) the Company Broker-Dealer Subsidiary under that certain 364-Day Credit Agreement, dated as of June 21, 2019 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Company Subsidiary Credit Agreement”, and subject to together with the cooperation of Company Credit Agreement, the existing “Company Debt”), by and among the Company, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent (the amount outstanding under the Company Credit FacilityDebt, to arrange for the delivery to Parent of payoff letters in customary form and substance from the administrative agent or other similar agents under the Company Credit Facility, 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 Facility as of the anticipated Closing Date (and the daily accrual thereafter) (the “Existing Indebtedness Payoff Amount”), (ii) state that upon receipt take all other actions reasonably required to facilitate the repayment of the Existing Indebtedness Payoff Amount, including the termination of the commitments under the Company Credit Facility and related instruments evidencing Debt substantially concurrently with the time when Parent makes (on behalf of the Company Credit Facility shall or the Company Broker-Subsidiary, 101 as applicable) payment or causes payment to be terminated (except for provisions made as provided in the Company Credit Facility that, by their terms, survive such termination) second sentence of this Section ‎8.12 and (iii) state that obtain customary payoff letters or other similar evidence with respect to the Company Debt 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 prior to the Effective Time, the Existing Indebtedness Payoff Amount and (y) use its commercially reasonable efforts to provide all encumbrances, guarantees, security interests, collateral and agreements customary cooperation as may be reasonably requested by the Company to subordinate assist the Company in connection therewith relating to the assets and properties of the Company or any of with its Subsidiaries securing such obligations thereunder shall be, upon the payment of the Payoff Amount, released and terminated; provided that under this Section 8.04 shall not require the Company or any of its Subsidiaries to (i) arrange for financing or refinancing sufficient to repay the Company Credit Facility, except to the extent set forth in Section 8.03 or (ii) cause such repayment, release and termination unless the Closing shall occur substantially concurrently‎8.12.

Treatment of Existing Indebtedness. The (a) Parent will be permitted to, or request the Company shallto, commence and conduct, in accordance with the terms of the Indentures, one or more offers to purchase, including any tender offers or exchange offers, and to conduct consent solicitations (each, a “Consent Solicitation”), if any (each, a “Debt Offer” and collectively, the “Debt Offers”), with respect to any or all of the outstanding aggregate principal amount of the Notes, provided, that (A) any such Debt Offer is consummated using funds provided by Parent, (B) Parent shall (1) prepare all necessary and appropriate documentation in connection with a Debt Offer (the “Debt Offer Documents”), (2) provide the Company with a reasonable opportunity to review and comment on such documentation, and (3) include any proposed changes reasonably requested by the Company to the extent relating to the Company or its Subsidiaries or to compliance with the applicable Indenture or applicable law and shall otherwise consider any such proposed changes in good faith, and any such Debt Offer shall be conducted in compliance with the applicable Indenture and applicable law (including SEC rules and regulations), and (C) the closing (or, if applicable, effectiveness) of the Debt Offers shall be expressly conditioned on the occurrence of the Closing; provided, that the consummation of a Debt Offer with respect to the Notes shall not be a condition to Closing. In connection with any Consent Solicitation, subject to the receipt of any requisite consents, the Company and its Subsidiaries shall execute a supplemental indenture to each of the Indentures in accordance with each respective Indenture, amending the terms and provisions of such Indenture as described in the Debt Offer Documents as reasonably requested by Parent, which supplemental indentures shall become operative no earlier than the Effective Time, and shall use reasonable best efforts to cause its Subsidiaries to, cooperate with, and take all actions reasonably required by, Parent in order the Trustees to facilitate the termination and payoff of the commitments under the Company Credit Facility at Closing upon enter into such supplemental indentures prior to or substantially simultaneously with the funding of the Debt Financing (including, upon such funding, the repayment in full of all obligations then outstanding thereunder and the release of all encumbrances, security interests and collateral and the termination of all guarantees and the agreements evidencing subordination in connection therewith at the Closing), or in connection with any proposed refinancing Closing as determined by Parent thereofPxxxxx. Without limiting the foregoing, upon any written request If reasonably requested by Parent, on or prior to the fifth Business Day prior to the Effective Time, the Company shall use its commercially reasonable efforts, best efforts to cause its legal counsel to provide (A) all customary legal opinions required by the applicable Indenture and subject (B) all customary legal opinions required by applicable laws (including SEC rules and regulations) solely as and to the cooperation of the existing lenders under extent that such opinions relate to the Company Credit Facilityand its Subsidiaries, in each case, in connection with the transactions contemplated by this Section 5.13(a) and to arrange for the delivery to Parent of payoff letters in customary form and substance from the administrative agent or other similar agents under the Company Credit Facility, which payoff letter shall (i) indicate the total amount extent such legal opinions are 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 Facility 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 Facility and related instruments evidencing the Company Credit Facility shall be terminated (except for provisions in the Company Credit Facility that, by their terms, survive such termination) and (iii) state that all encumbrances, guarantees, security interests, collateral and agreements to subordinate in connection therewith relating delivered prior 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, released and terminated; provided that this Section 8.04 shall not require the Company or any of its Subsidiaries to (i) arrange for financing or refinancing sufficient to repay the Company Credit Facility, except to the extent set forth in Section 8.03 or (ii) cause such repayment, release and termination unless the Closing shall occur substantially concurrentlyEffective Time.

Treatment of Existing Indebtedness. The (a) Prior to the Closing Date, the Company shall, as reasonably requested by Parent, (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 under the Company Credit Agreement and any other indebtedness for borrowed money of the Company and any of its Subsidiaries to(other than the Company Notes) (the amounts outstanding under the Company Credit Agreement and under all other indebtedness for borrowed money of the Company and its Subsidiaries (other than the Company Notes), cooperate withthe “Company Indebtedness Payoff Amount”), and (ii) take all other actions within its control and reasonably required by, Parent in order to facilitate the repayment of the Company Indebtedness Payoff Amount, including the termination and payoff of the commitments under the Company Credit Facility at Closing upon or simultaneously Agreement substantially concurrently with the funding Effective Time, subject to Parent’s compliance with its obligations under the following sentence, and (iii) obtain customary payoff or termination letters or other similar evidence with respect to the Company Credit Agreement and any other indebtedness for borrowed money of the Debt Financing Company and any of its Subsidiaries (including, upon such funding, other than the repayment in full of all obligations then outstanding thereunder and the release of all encumbrances, security interests and collateral and the termination of all guarantees and the agreements evidencing subordination in connection therewith at the ClosingCompany Notes), or in connection with any proposed refinancing by each case, in a form reasonably acceptable to Parent thereof. Without limiting the foregoing, upon any written request by Parent, on or at least two (2) Business Days prior to the fifth Business Day 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 prior to the Effective Time, the Company shall use its commercially reasonable efforts, and subject to the cooperation of the existing lenders under the Company Credit Facility, to arrange for the delivery to Parent of payoff letters in customary form and substance from the administrative agent or other similar agents under the Company Credit Facility, which payoff letter shall Indebtedness Payoff Amount (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 Facility 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 Facility and related instruments evidencing the Company Credit Facility shall be terminated (except for provisions in the Company Credit Facility that, by their terms, survive such terminationif any) and (iiiy) state that take all encumbrances, guarantees, security interests, collateral and agreements actions within its control to subordinate provide all customary cooperation as may be reasonably requested by the Company to assist the Company in connection therewith relating to the assets and properties of the Company or any of with its Subsidiaries securing such obligations thereunder shall be, upon the payment of the Payoff Amount, released and terminated; provided that under this Section 8.04 shall not require the Company or any of its Subsidiaries to (i) arrange for financing or refinancing sufficient to repay the Company Credit Facility, except to the extent set forth in Section 8.03 or (ii) cause such repayment, release and termination unless the Closing shall occur substantially concurrently8.11(a).

Treatment of Existing Indebtedness. The Company shall, and shall cause its Subsidiaries to, cooperate with, and take all actions reasonably required by, Parent in order to facilitate the termination and payoff of the commitments under the Company Credit Facility at Closing upon or simultaneously with the funding of the Debt Financing (including, upon such funding, the repayment in full of all obligations then outstanding thereunder and the release of all encumbrances, security interests and collateral and the termination of all guarantees and the agreements evidencing subordination in connection therewith at the Closing), or in connection with any proposed refinancing by Parent thereof. Without limiting the foregoing, upon any written request by Parent, on or prior Prior to the fifth Business Day prior to the Effective TimeClosing Date, the Company shall use its commercially reasonable effortsefforts to (or shall cause the Company Broker-Dealer Subsidiary to use its commercially reasonable efforts to), as reasonably requested by Parent, (i) deliver (or cause to be delivered) notices of the payoff, prepayment, discharge and termination of any outstanding Indebtedness or obligations of (a) the Company under that certain Credit Agreement, dated as of June 21, 2019 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Company Credit Agreement”), by and among the Company, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent and (b) the Company Broker-Dealer Subsidiary under that certain 364-Day Credit Agreement, dated as of June 21, 2019 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Company Subsidiary Credit Agreement”, and subject to together with the cooperation of Company Credit Agreement, the existing “Company Debt”), by and among the Company, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent (the amount outstanding under the Company Credit FacilityDebt, to arrange for the delivery to Parent of payoff letters in customary form and substance from the administrative agent or other similar agents under the Company Credit Facility, 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 Facility as of the anticipated Closing Date (and the daily accrual thereafter) (the “Existing Indebtedness Payoff Amount”), (ii) state that upon receipt take all other actions reasonably required to facilitate the repayment of the Existing Indebtedness Payoff Amount, including the termination of the commitments under the Company Credit Facility and related instruments evidencing Debt substantially concurrently with the time when Parent makes (on behalf of the Company Credit Facility shall or the Company Broker-Subsidiary, as applicable) payment or causes payment to be terminated (except for provisions made as provided in the Company Credit Facility that, by their terms, survive such termination) second sentence of this Section 8.12 and (iii) state that obtain customary payoff letters or other similar evidence with respect to the Company Debt 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 prior to the Effective Time, the Existing Indebtedness Payoff Amount and (y) use its commercially reasonable efforts to provide all encumbrances, guarantees, security interests, collateral and agreements customary cooperation as may be reasonably requested by the Company to subordinate assist the Company in connection therewith relating to the assets and properties of the Company or any of with its Subsidiaries securing such obligations thereunder shall be, upon the payment of the Payoff Amount, released and terminated; provided that under this Section 8.04 shall not require the Company or any of its Subsidiaries to (i) arrange for financing or refinancing sufficient to repay the Company Credit Facility, except to the extent set forth in Section 8.03 or (ii) cause such repayment, release and termination unless the Closing shall occur substantially concurrently8.12.

Treatment of Existing Indebtedness. The Company shall (and shall cause its Subsidiaries to) deliver all notices and take all other actions required to facilitate, no later than immediately prior to the Closing, the termination of all commitments outstanding under all Indebtedness of the Company and its Subsidiaries (other than any Surviving Indebtedness), the repayment in full of all obligations outstanding thereunder, the release of all Liens securing such obligations, and the release of all guarantees in connection therewith. In furtherance and not in limitation of the foregoing, the Company shall, and shall cause its Subsidiaries to, cooperate with, and take all actions reasonably required by, Parent in order (a) use reasonable best efforts to facilitate deliver to the termination and payoff of the commitments under the Company Credit Facility Principal Investor at Closing upon or simultaneously with the funding of the Debt Financing least seven (including, upon such funding, the repayment in full of all obligations then outstanding thereunder and the release of all encumbrances, security interests and collateral and the termination of all guarantees and the agreements evidencing subordination in connection therewith at the Closing), or in connection with any proposed refinancing by Parent thereof. Without limiting the foregoing, upon any written request by Parent, on or 7) business days prior to the fifth Business Day Closing Date, a draft payoff letter and draft related release documentation and (b) deliver to the Principal Investor at least two (2) business days prior to the Effective TimeClosing Date, an executed payoff letter and executed related release documentation, in each case, with respect to all Indebtedness of the Company shall use and its commercially reasonable efforts, and subject to the cooperation of the existing lenders under the Company Credit Facility, to arrange for the delivery to Parent of payoff letters in customary form and substance from the administrative agent or Subsidiaries (other similar agents under the Company Credit Facility, 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 than any obligations under the Company Credit Facility as of the anticipated Closing Date (and the daily accrual thereafterSurviving Indebtedness) (the “Payoff AmountLetters”)) in form and substance customary for similar transactions, (ii) state that upon receipt from the agent on behalf of the Persons to whom such Indebtedness is owed, which Payoff AmountLetters together with any related release documentation shall, among other things, include the Company Credit Facility payoff amount and related instruments evidencing the Company Credit Facility shall be terminated (except for provisions in the Company Credit Facility that, by their terms, survive such termination) and (iii) state provide that all encumbrances, guarantees, 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 and its 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, be released and terminated; provided that this Section 8.04 shall not require the Company or any of its Subsidiaries to (i) arrange for financing or refinancing sufficient to repay the Company Credit Facility, except to the extent set forth in Section 8.03 or (ii) cause such repayment, release and termination unless the Closing shall occur substantially concurrently.

Treatment of Existing Indebtedness. The Company shall, and shall cause its Subsidiaries to, cooperate with, and take all actions reasonably required by, Parent in order (a) Prior to facilitate the termination and payoff of the commitments under the Company Credit Facility at Closing upon or simultaneously with the funding of the Debt Financing (including, upon such funding, the repayment in full of all obligations then outstanding thereunder and the release of all encumbrances, security interests and collateral and the termination of all guarantees and the agreements evidencing subordination in connection therewith at the Closing, East shall deliver to Central an executed payoff letter (each, a “Payoff Letter”), in a form and substance reasonably acceptable to Central, from the lenders, or the administrative agent (or similar Person) on behalf of the lenders, under each of (i) the East Credit Agreement and (ii) the East Loan Agreement (in connection with any proposed refinancing by Parent thereof. Without limiting the foregoingeach case, upon any written request by Parent, on or a draft of which shall be provided to Central no less than two (2) Business Days prior to the fifth Business Day prior to the Effective Time, the Company shall use its commercially reasonable efforts, and subject to the cooperation of the existing lenders under the Company Credit Facility, to arrange for the delivery to Parent of payoff letters in customary form and substance from the administrative agent or other similar agents under the Company Credit Facility, which payoff letter anticipated Closing Date). Such Payoff Letter shall (ia) indicate confirm the total aggregate outstanding amount required to be paid to fully satisfy all principal, interest, prepayment premiums, penalties, breakage costs or similar obligations related to any obligations other outstanding and unpaid Indebtedness under the Company East Credit Facility Agreement or the East Loan Agreement, as applicable, as of the anticipated Closing Date (and the daily accrual of interest thereafter) (the “Payoff Amount”), (iib) state that upon receipt contain payment instructions and (c) evidence the satisfaction, release and discharge of the Payoff AmountIndebtedness under the East Credit Agreement or the East Loan Agreement, as applicable, and the Company Credit Facility and related instruments evidencing the Company Credit Facility shall be terminated (except for provisions in the Company Credit Facility that, agreement by their terms, survive such termination) and (iii) state that all encumbrances, guarantees, security interests, collateral and agreements to subordinate in connection therewith relating administrative agent or lenders to the assets and properties release of the Company or any of its Subsidiaries securing such obligations thereunder shall be, all Encumbrances (including mortgages) upon the payment of such amount in accordance with the Payoff Amountpayment instructions. Prior to or at the Closing, released and terminated; provided that this Section 8.04 East shall not require have (a) delivered (by the Company applicable date required under the terms of the East Credit Agreement or the East Loan Agreement, as applicable) any of its Subsidiaries notices necessary to (i) arrange for financing or refinancing sufficient to repay permit the Company Credit Facilityprepayment, except to the extent set forth in Section 8.03 or (ii) cause such repaymentpayoff, release discharge and termination unless in full at the Closing shall occur substantially concurrently.of all Indebtedness under each of the East Credit Agreement and the East Loan Agreement, in each case, on the Closing Date and (b) obtained such documents (including an authorization to file the Uniform Commercial Code termination statements upon the payment in full of the outstanding amounts under each of the East Credit Agreement and the East Loan Agreement, as applicable) and releases as are reasonably necessary to release all Encumbrances (including mortgages) created in connection with each of the East Credit Agreement and the East Loan Agreement, as applicable. 81

Treatment of Existing Indebtedness. The Company shall, and shall cause its Subsidiaries to, cooperate with, and take all actions reasonably required by, Parent in order (a) Prior to facilitate the termination and payoff of the commitments under the Company Credit Facility at Closing upon or simultaneously with the funding of the Debt Financing (including, upon such funding, the repayment in full of all obligations then outstanding thereunder and the release of all encumbrances, security interests and collateral and the termination of all guarantees and the agreements evidencing subordination in connection therewith at the Closing, East shall deliver to Central an executed payoff letter (each, a “Payoff Letter”), in a form and substance reasonably acceptable to Central, from the lenders, or the administrative agent (or similar Person) on behalf of the lenders, under each of (i) the East Credit Agreement and (ii) the East Loan Agreement (in connection with any proposed refinancing by Parent thereof. Without limiting the foregoingeach case, upon any written request by Parent, on or a draft of which shall be provided to Central no less than two (2) Business Days prior to the fifth Business Day prior to the Effective Time, the Company shall use its commercially reasonable efforts, and subject to the cooperation of the existing lenders under the Company Credit Facility, to arrange for the delivery to Parent of payoff letters in customary form and substance from the administrative agent or other similar agents under the Company Credit Facility, which payoff letter anticipated Closing Date). Such Payoff Letter shall (ia) indicate confirm the total aggregate outstanding amount required to be paid to fully satisfy all principal, interest, prepayment premiums, penalties, breakage costs or similar obligations related to any obligations other outstanding and unpaid Indebtedness under the Company East Credit Facility Agreement or the East Loan Agreement, as applicable, as of the anticipated Closing Date (and the daily accrual of interest thereafter) (the “Payoff Amount”), (iib) state that upon receipt contain payment instructions and (c) evidence the satisfaction, release and discharge of the Payoff AmountIndebtedness under the East Credit Agreement or the East Loan Agreement, as applicable, and the Company Credit Facility and related instruments evidencing the Company Credit Facility shall be terminated (except for provisions in the Company Credit Facility that, agreement by their terms, survive such termination) and (iii) state that all encumbrances, guarantees, security interests, collateral and agreements to subordinate in connection therewith relating administrative agent or lenders to the assets and properties release of the Company or any of its Subsidiaries securing such obligations thereunder shall be, all Encumbrances (including mortgages) upon the payment of such amount in accordance with the Payoff Amountpayment instructions. Prior to or at the Closing, released and terminated; provided that this Section 8.04 East shall not require have (a) delivered (by the Company applicable date required under the terms of the East Credit Agreement or the East Loan Agreement, as applicable) any of its Subsidiaries notices necessary to (i) arrange for financing or refinancing sufficient to repay permit the Company Credit Facilityprepayment, except to the extent set forth in Section 8.03 or (ii) cause such repaymentpayoff, release discharge and termination unless in full at the Closing shall occur substantially concurrentlyof all Indebtedness under each of the East Credit Agreement and the East Loan Agreement, in each case, on the Closing Date and (b) obtained such documents (including an authorization to file the Uniform Commercial Code termination statements upon the payment in full of the outstanding amounts under each of the East Credit Agreement and the East Loan Agreement, as applicable) and releases as are reasonably necessary to release all Encumbrances (including mortgages) created in connection with each of the East Credit Agreement and the East Loan Agreement, as applicable.

Treatment of Existing Indebtedness. The Company shall, and shall cause use its Subsidiaries to, cooperate with, and take all actions reasonably required by, commercially reasonable efforts to assist Parent in order obtaining, at Parent’s expense, as soon as possible after the date of this Agreement, a fully executed copy of an amendment or waiver of that certain Amended and Restated Credit Agreement, dated February 10, 2011 (as amended from time to facilitate the termination and payoff of the commitments under the Company Credit Facility at Closing upon or simultaneously with the funding of the Debt Financing (including, upon such fundingtime, the repayment in full “Credit Agreement”), among the Company, Trans Union LLC, the guarantors party thereto, Deutsche Bank Trust Company Americas, as administrative and collateral agent, Deutsche Bank Trust Company Americas, as L/C issuer and swing line lender, the other lenders party thereto, Bank of all obligations then outstanding thereunder America, N.A., as syndication agent, Credit Suisse Securities (USA) LLC and SunTrust Bank as TL documentation agents, U.S. Bank National Association, as RC documentation agent, the Governor and Company of The Bank Of Ireland, as senior managing agent and Deutsche Bank Securities Inc., Xxxxxxx Lynch, Pierce, Xxxxxx and Xxxxx and X.X. Xxxxxx Securities LLC, as joint lead arrangers and joint bookrunners, which amends or waives the “change of control” provisions set forth therein to permit the transactions contemplated hereby, such amendment or waiver to be effective at or prior to the Effective Time (it being understood and agreed that such amendment and waiver may include such other terms as Parent and the release requisite lenders under such credit agreement shall agree so long as such amendments and waivers (other than the “Change of all encumbrances, security interests and collateral and Control” waiver or amendment) shall not become effective prior to the termination of all guarantees and Effective Time). To the agreements evidencing subordination in connection therewith at extent the Closing), foregoing amendment or in connection with any proposed refinancing by Parent thereof. Without limiting the foregoing, upon any written request by Parent, waiver is not obtained on or prior to the fifth Business Day prior to date that is fifteen (15) days after the Effective Timedate hereof, the Company shall use its commercially reasonable effortsefforts to, and subject to cause its subsidiaries to, negotiate a payoff letter from the cooperation of the existing lenders agent under the Company Credit FacilityAgreement, to arrange for the delivery to Parent of payoff letters in customary form form, and substance from the administrative agent or other similar agents under the Company Credit Facility, 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 Facility Agreement as of the anticipated Closing Date (and the daily accrual thereafter) (the “Debt Payoff Amount”), and (ii) state that upon receipt of the Payoff Amount, the Company Credit Facility and related instruments evidencing the Company Credit Facility shall be terminated (except for provisions in the Company Credit Facility that, by their terms, survive such termination) and (iii) state that all encumbrances, guarantees, security interests, collateral and agreements to subordinate Liens in connection therewith relating to the assets and properties of the Company or any of its Subsidiaries securing such obligations thereunder subsidiaries shall be, upon the payment of the Debt Payoff AmountAmount on the Closing Date, released (the payoff letter described in this sentence being referred to as the “Payoff Letter”). The Company shall use its commercially reasonable efforts to, and terminatedto cause its subsidiaries to, deliver all notices and take all other actions reasonably requested by Parent and Merger Sub to facilitate the termination of any commitments under the Credit Agreement, the repayment in full of all obligations then outstanding thereunder (using funds provided by Parent) and the release of all Liens in connection therewith on the Closing Date or as soon as reasonably practicable thereafter (such termination, repayment and release, the “Credit Agreement Termination”); provided provided, that in no event shall this Section 8.04 shall not 5.3 require the Company or any of its Subsidiaries subsidiaries to (i) arrange for financing or refinancing sufficient to repay the Company Credit Facility, except to the extent set forth in Section 8.03 or (ii) cause such repayment, release and termination Credit Agreement Termination unless the Closing shall occur substantially concurrentlyhave occurred and Parent shall have provided to the Company funds to repay in full all obligations under the Credit Agreement. Concurrently with the Closing, Parent shall pay to the agent under the Company Credit Agreement all amounts required pursuant to the terms of the Credit Agreement and specified in the Payoff Letter to effect the Credit Agreement Termination.

Treatment of Existing Indebtedness. The Company shall have the option to elect to repay or refinance the Existing Indebtedness (only with replacement non-convertible, debt financing obtained in accordance with the terms of this Agreement), in each case, which election shall be made only after prior good faith consultation with BHAC. To the extent the Company determines, after prior good faith consultation with BHAC, to obtain any refinancing pursuant to the foregoing sentence, the Company shall, and shall cause its Subsidiaries to, cooperate withuse its reasonable best efforts to do all things necessary or appropriate to arrange for and obtain such refinancing, including using reasonable best efforts to (a) negotiate, syndicate and enter into definitive agreements with respect to such refinancing, (b) satisfy on a timely basis all terms, conditions and covenants that may be required in connection with such refinancing, and take all actions (c) otherwise consummate and cause such refinancing to be funded at or prior the Closing; provided that (x) the Company shall reasonably required by, Parent consult with BHAC in order to facilitate the termination and payoff respect of the commitments under the Company Credit Facility at Closing upon or simultaneously with the funding of the Debt Financing foregoing and consider in good faith any comments provided by BHAC in respect thereof, and (including, upon such funding, the repayment in full of all obligations then outstanding thereunder y) BHAC and the release of all encumbrances, security interests and collateral and the termination of all guarantees and the agreements evidencing subordination its Representatives shall reasonably cooperate in connection therewith therewith. In connection with any Indebtedness to be repaid at the Closing), or in connection with any proposed refinancing by Parent thereof. Without limiting the foregoing, upon any written request by Parent, on or prior to the fifth Business Day prior to the Effective TimeClosing, the Company will use reasonable best efforts to timely deliver such notices, documents and instruments, including customary payoff letters, lien release documents and conditional redemption notices (in each case, in consultation with and in form reasonably acceptable to BHAC) in advance of the Closing to the extent required in connection with any such repayment. In addition, with respect to any Existing Indebtedness which will remain in effect following the Closing, the Group Companies shall use its commercially reasonable efforts, and subject best efforts to obtain any (i) amendments to such Existing Indebtedness necessary or advisable in connection with the cooperation consummation of the existing lenders under New Rise Acquisitions and the Company Credit Facilitytransactions contemplated hereunder, including to arrange for revise the delivery to Parent definition of payoff letters “permitted holders” or similar terms thereunder, in customary each case in form and substance from the administrative agent or other similar agents under the Company Credit Facilityreasonably acceptable to, which payoff letter shall (i) indicate the total amount required to be paid to fully satisfy all principaland in consultation with, interest, prepayment premiums, penalties, breakage costs or similar obligations related to any obligations under the Company Credit Facility as of the anticipated Closing Date (BHAC and the daily accrual thereafter) (the “Payoff Amount”), (ii) state that upon receipt of the Payoff Amount, the Company Credit Facility and related instruments evidencing the Company Credit Facility shall be terminated (except for provisions in the Company Credit Facility that, by their terms, survive any consents under such termination) and (iii) state that all encumbrances, guarantees, 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, released and terminated; provided that this Section 8.04 shall not require the Company or any of its Subsidiaries to (i) arrange for financing or refinancing sufficient to repay the Company Credit Facility, except Existing Indebtedness to the extent set forth necessary in Section 8.03 connection with the transactions contemplated hereby or (ii) cause such repayment, release and termination unless the Closing shall occur substantially concurrentlyNew Rise Acquisitions.

Treatment of Existing Indebtedness. The Company shall, and shall cause its Subsidiaries to, cooperate with, and take all actions reasonably required by, Parent in order to facilitate the termination and payoff of the commitments under the Company Credit Facility at Closing upon or simultaneously with the funding of the Debt Financing (including, upon such funding, the repayment in full of all obligations then outstanding thereunder and the release of all encumbrances, security interests and collateral and the termination of all guarantees and the agreements evidencing subordination in connection therewith at the Closing), or in connection with any proposed refinancing by Parent thereof. Without limiting the foregoing, upon any written request by Parent, on or prior Prior to the fifth Business Day prior to the Effective TimeClosing Date, the Company shall use its commercially reasonable efforts, and subject best efforts to the cooperation of the existing lenders under the Company Credit Facility, extent directed in writing by Parent to arrange for the delivery to Parent of payoff letters in customary form and substance from the administrative agent or other similar agents under the Company Credit Facility, which payoff letter shall obtain all necessary approvals (i) indicate to the total Merger and other transactions contemplated herein from lenders or other counterparties under documents evidencing, guaranteeing or securing the debt facilities identified in Section 6.13 of the Company Disclosure Letter as “Surviving Corporation Debt” and (ii) to terminate on the Closing Date the Company debt facilities identified in Section 6.13 of the Company Disclosure Letter as “Company Debt” and any Liens securing such Company Debt. In connection with and conditioned upon the Effective Time, Parent shall (or shall cause an Affiliate to) provide and make available to the Company immediately available funds in an amount equal to the amount necessary for the Company and its Subsidiaries to terminate and discharge in full the Company Debt, including any penalties, cash collateral, fees, or other charges that become payable under the terms of the Company Debt as a result of the early termination thereof or the consummation of the transactions contemplated at the Closing or that may become due and payable at the Effective Time and any accrued interest required to be paid to fully satisfy all principalthereon (collectively, interest, prepayment premiums, penalties, breakage costs or similar obligations related to any obligations under the Company Credit Facility as of the anticipated Closing Date (and the daily accrual thereafter) (the “Debt Payoff Amount”). Subject to Parent’s compliance with the previous sentence, the Company shall pay the Debt Payoff Amount to the counterparties under the Company Debt as promptly as practicable following the date the Company receives such Debt Payoff Amount (ii) state that upon but in no event prior to the Closing Date). For avoidance of doubt, in no event shall the receipt of the Payoff Amount, approvals referred to in this Section 6.13 or the Company Credit Facility termination and related instruments evidencing the Company Credit Facility shall be terminated (except for provisions in the Company Credit Facility that, by their terms, survive such termination) and (iii) state that all encumbrances, guarantees, security interests, collateral and agreements to subordinate in connection therewith relating to the assets and properties discharge of the Company or any of its Subsidiaries securing such obligations thereunder shall be, upon the payment of the Payoff Amount, released and terminated; provided that this Section 8.04 shall not require the Company or any of its Subsidiaries to (i) arrange for financing or refinancing sufficient to repay the Company Credit Facility, except Debt constitute a condition to the extent set forth in Section 8.03 or (ii) cause such repayment, release and termination unless the Closing shall occur substantially concurrentlyClosing.