Common use of Termination of Existing Credit Agreement and Related Liens; Existing Letters of Credit Clause in Contracts

Termination of Existing Credit Agreement and Related Liens; Existing Letters of Credit. On the Closing Date, (a) Company and its Subsidiaries shall have repaid in full all Indebtedness outstanding under the Existing Credit Agreement, together with all accrued but unpaid interest, fees and other amounts owing thereunder utilizing solely the cash proceeds of the Initial Term Loans and cash on hand of Company or its Subsidiaries, (b) all commitments to lend or make other extensions of credit thereunder shall have been terminated, (c) all security interests in respect of, and Liens securing, the Indebtedness and other obligations under the Existing Credit Agreement created pursuant to the security documentation relating to the Existing Credit Agreement shall have been terminated and released, and Administrative Agent shall have received all such releases as may have been requested by Administrative Agent, which releases shall be in form and substance satisfactory to Administrative Agent, including, without limiting the foregoing, (I) proper termination statements (Form UCC-3 or the appropriate equivalent) for filing under the UCC or equivalent statute or regulation of each jurisdiction where a financing statement or application for registration (Form UCC-1 or the appropriate equivalent) was filed with respect to Company or any of its Subsidiaries in connection with the security interests created with respect to the Existing Credit Agreement, and (II) terminations or reassignments of any security interest in, or Lien on, any patents, trademarks, copyrights, or similar interests of Company or any of its Subsidiaries on which filings have been made, and (d) other than with respect to Existing Letters of Credit, Company and its Subsidiaries shall have made arrangements with respect to the cancellation or transfer of any letters of credit outstanding thereunder or the issuance of Letters of Credit to support the obligations of Company and its Subsidiaries with respect thereto, in each case in form and substance satisfactory to Agents and Lenders. Company shall have delivered to Administrative Agent an Officer’s Certificate, in form and substance satisfactory to Administrative Agent, to the effect set forth in this Section 4.1F(i).

Termination of Existing Credit Agreement and Related Liens; Existing Letters of Credit. On the Closing Date, (a) Company and its Subsidiaries shall have repaid in full all Indebtedness outstanding under the Existing Credit Agreement, together with all accrued but unpaid interest, fees and other amounts owing thereunder utilizing solely the cash proceeds of the Initial Term Loans and cash on hand of Company or its Subsidiariesthereunder, (b) all commitments to lend or make other extensions of credit thereunder shall have been terminated, (c) all security interests in respect of, and Liens securing, the Indebtedness and other obligations under the Existing Credit Agreement created pursuant to the security documentation relating to the Existing Credit Agreement shall have been terminated and released, and Administrative Agent shall have received all such releases as may have been requested by Administrative Agent, which releases shall be in form and substance satisfactory to Administrative Agent, including, without limiting the foregoing, (I) proper termination statements (Form UCC-3 or the appropriate equivalent) for filing under the UCC or equivalent statute or regulation of each jurisdiction where a financing statement or application for registration (Form UCC-1 or the appropriate equivalent) was filed with respect to Company or any of its Subsidiaries in connection with the security interests created with respect to the Existing Credit Agreement, and (II) terminations or reassignments of any security interest in, or Lien on, any patents, trademarks, copyrights, or similar interests of Company or any of its Subsidiaries on which filings have been made, and (d) other than with respect to Existing Letters of Credit, Company and its Subsidiaries shall have made arrangements with respect to the cancellation or transfer of any letters of credit outstanding thereunder or the issuance of Letters of Credit to support the obligations of Company and its Subsidiaries with respect thereto, in each case in form and substance satisfactory to Agents and Lenders. Company shall have delivered to Administrative Agent an Officer’s Certificate, in form and substance satisfactory to Administrative Agent, to the effect set forth in this Section 4.1F(i).