Extract to table

The Payoff Letter's lien release commitment must cover this limited equity pledge as well

as Collateral Agent shall be deemed terminated and of no further force or effect upon receipt of the payoff amount in immediately available funds

Coordination with Funds Flow Memorandum The payoff amount of $879,375,000 as stated in the draft Payoff Letter must be reflected in the execution version of the Funds Flow Memorandum being prepared in connection with the closing of the New Term Loan B

The current draft of the Funds Flow Memo reflects the following sources and uses reconciliation: Sources: Uses: C&H notes the following with respect to the Funds Flow Memo coordination: (a) The payoff amount of $879,375,000 in the Funds Flow Memo must match the total payoff amount stated in the final executed Payoff Letter

breakage costs, unreimbursed agent expenses, or commitment fees), the Funds Flow Memo must be updated accordingly, with corresponding adjustments to other line items (likely "Cash to Balance Sheet") to maintain the sources and uses balance

(b) The wire transfer instructions for the Atlas Meridian payoff in the Funds Flow Memo must be identical to the wire transfer instructions in the executed Payoff Letter