Financing Matters. (a) If any Grantor becomes subject to any Insolvency Proceeding, and if the First Priority Representative with respect to the ABL Priority Collateral consents (or does not object) to the use of ABL Priority Collateral constituting Common Collateral (for the avoidance of doubt, including but not limited to the use of any such ABL Priority Collateral that is cash collateral) by any Grantor during any Insolvency Proceeding or provides financing to any Grantor under the Bankruptcy Code secured by ABL Priority Collateral or consents (or does not object) to the provision of such financing to any Grantor by any third party (any such financing, whether provided by the First Priority Secured Parties with respect to the ABL Priority Collateral (or any of them) or any third party, being referred to herein as an “ABL Priority DIP Financing”), then the Second Priority Representative with respect to the ABL Priority Collateral agrees, on behalf of itself and the other Second Priority Secured Parties with respect to the ABL Priority Collateral, and the Third Priority Representative with respect to the ABL Priority Collateral agrees, on behalf of itself and the other Third Priority Secured Parties with respect to the ABL Priority Collateral, that each such Second Priority Secured Party and each such Third Priority Secured Party (a) will be deemed to have consented to, will raise no objection to, and will not support any other Person objecting to, the use of such ABL Priority Collateral or to such ABL Priority DIP Financing, (b) shall only request or accept adequate protection in connection with the use of such ABL Priority Collateral or such ABL Priority DIP Financing as permitted by Section 5.4 below, (c) will subordinate (and will be deemed hereunder to have subordinated) the Second Priority Liens or the Third Priority Liens, as applicable, and any Adequate Protection Liens provided in respect thereof (i) to the Liens on such ABL Priority Collateral securing such ABL Priority DIP Financing on the same terms and conditions as the First Priority Liens on such ABL Priority Collateral are subordinated to such Liens on such ABL Priority Collateral securing such ABL Priority DIP Financing (and such subordination will not alter in any manner the terms of this Agreement), (ii) to any adequate protection with respect to the ABL Priority Collateral provided to the First Priority Secured Parties with respect to the ABL Priority Collateral, including, without limitation, Adequate P...
Financing Matters. If any Loan Party becomes subject to any Insolvency Proceeding, and if the Senior Agent or one or more of the other Senior First Priority Secured Parties desire to consent (and not object) to the use of cash collateral under the Bankruptcy Code or to provide DIP Financing to any Loan Party, then the Subordinated Holder Representative and the Subordinated Holders agree that they (a) will be deemed to have consented to, will raise no objection to, nor support any other Person objecting to, the use of such cash collateral or to such DIP Financing, (b) will not request or accept adequate protection or any other relief in connection with the use of such cash collateral or such DIP Financing except as set forth in Section 6.4 below, (c) will subordinate (and will be deemed hereunder to have subordinated) the Second Priority Liens (i) to such DIP Financing on the same terms as the First Priority Liens are subordinated thereto (and such subordination will not alter in any manner the terms of this Agreement), (ii) to any adequate protection provided to the Senior First Priority Secured Parties, and (iii) to any “carve-out” agreed to by the Senior Agent or the other Senior First Priority Secured Parties, and (d) agrees that notice received two calendar days prior to the entry of an order approving such usage of cash collateral or approving such DIP Financing shall be adequate notice.
Financing Matters. (a) All of the transactions of the Group Companies, including without limitation all receivables and payments are made through the bank account of the applicable Group Company. No personal bank account of any employees, directors or officers of any Group Company has been mingled with the corporate assets or corporate account of any Group Company during its operation of business and each Group Company has not used any personal bank accounts of any of its employees, directors or officers thereof during its operation of business.
Financing Matters. The financial information required by the final paragraph of N.J.S.A. 40A:20-9 is set forth in the Application.
Financing Matters. Transferor has furnished Parent, Issuer and GPI with true, correct and complete copies of the executed debt commitment letter, dated as of the date hereof, among Transferor, Bank of America, N.A., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, BNP Paribas and BNP Paribas Securities Corp. with respect to $660,000,000 of indebtedness described therein (the “Assumed Financing”) and all contracts, fee letters, engagement letters and other arrangements associated therewith (provided, however, that provisions in the fee or engagement letter relating solely to fees and economic terms (other than covenants) agreed to by the parties may be redacted (none of which redacted provisions will adversely affect the availability of, or impose additional conditions on, the availability of the Assumed Financing)) (such commitment letter and related term sheets, including all exhibits, schedules and annexes, and each such fee letter and engagement letter, as amended, restated, supplemented or modified from time to time, collectively, the “Assumed Financing Commitment Letter”. As of the date hereof, the Assumed Financing Commitment Letter has not been amended, restated, supplemented or modified since the delivery of the executed Assumed Financing Commitment Letter to the Transferor. There are no side letters or other Contracts related to the Assumed Financing, other than as expressly set forth therein. The Assumed Financing Commitment Letter is not subject to any conditions or other similar contingencies other than those set forth therein, and is in full force and effect. All commitments and other fees required to be paid under the Assumed Financing Commitment Letter prior to the date hereof have been paid in full. The conditions to the availability of the Assumed Financing are set forth in the Assumed Financing Commitment Letter. Assuming the conditions set forth in the Assumed Financing Commitment Letter are satisfied at the Closing, Transferor does not have Knowledge, as of the date hereof, that any of the conditions to the Assumed Financing will not be satisfied.
Financing Matters. Between the date hereof and the Closing Date, each of GSM and FA shall, and shall cause its Subsidiaries to, use commercially reasonable efforts (a) to obtain all necessary waivers or consents for the purpose of waiving any terms or provisions of the agreements listed under Section 3.17(a)(iv) of the GSM Disclosure Schedule, in the case of GSM, and listed under Section 4.17(a)(iv) of the FA Disclosure Schedule, in the case of FA, to the extent that the consummation of the transactions contemplated by this Agreement would result in a breach of or default (with or without notice or lapse of time, or both) under, or give rise to any notification or consent requirement or any right of termination, cancellation or acceleration of any obligation, or to loss of a material benefit under, such terms or provisions, (b) to refinance, renew or replace the indebtedness under such agreements on terms mutually agreeable to FA and GSM, provided that the transactions contemplated by this Agreement would not result in a breach of or default (with or without notice or lapse of time, or both) under, or give rise to any notification or consent requirement or any right of termination, cancellation or acceleration of any obligation, or to loss of a material benefit under, any agreement under which such indebtedness is refinanced, renewed or replaced or (c) to ensure that sufficient cash is available for the prompt payment of any indebtedness under any such agreement. In addition, between the date hereof and the Closing Date, each of GSM and FA shall, and shall cause its Subsidiaries to, use commercially reasonable efforts to cooperate to develop an optimal global financing structure for Holdco and its Subsidiaries from and after the Closing, and to reasonably cooperate in connection with the arrangement of such financing.
Financing Matters. (a) The Company and its Subsidiaries shall deliver to Parent at least one (1) Business Days prior to the Closing Date a duly executed payoff letter in a customary form satisfactory to Parent, setting forth the total amounts payable pursuant to the Company Credit Facility to fully satisfy all principal, interest, fees, costs, and expenses owed to each holder of Indebtedness under the Company Credit Facility as of the anticipated Closing Date, together with appropriate wire instructions, and the agreement from the administrative agent under the Company Credit Facility that upon payment in full of all such amounts owed to such holder, all Indebtedness under the Company Credit Facility shall be discharged and satisfied in full (other than contingent obligations not then due and obligations in respect of letters of credit and hedging arrangements with respect to which arrangements will be made to the satisfaction of the applicable issuing banks and hedge counterparties, respectively, and Parent), the Obligations, Commitments and Loan Documents (each as defined in the Company Credit Facility) shall be terminated with respect to the Company and its Subsidiaries (and the assets and equity of which secure such Indebtedness) and all liens on the Company and its Subsidiaries and their respective assets (other than liens securing obligations under letters of credit that may survive pursuant to the terms of such payoff letter) and equity securing the Company Credit Facility shall be immediately released and terminated without further action, together with any applicable documents necessary to evidence the release and termination of all liens on the Company and its Subsidiaries and their respective assets and equity securing, and any guarantees by the Company and its Subsidiaries in respect of, such Company Credit Facility.
Financing Matters. (xv) any declaration and payment of any dividends, the determination of any cash reserve or the making of any non-cash distributions, in each case, except as expressly contemplated in this Agreement, including pursuant to Section 8.02;
Financing Matters. Prior to the Revolving Credit Facility Termination Date, if any Loan Party becomes subject to any proceeding under any Debtor Relief Law:
Financing Matters. (a) MLP shall, at the request of Parent, (i) call for prepayment or redemption, or prepay or redeem, (ii) attempt to renegotiate the terms of, (iii) commence an offer to purchase and/or consent solicitation or (iv) satisfy and discharge or defease any then-existing indebtedness for borrowed money of MLP; provided, however, that MLP shall not be obligated to make or cause to become effective any such action (nor shall MLP be required to incur any cost or liability in respect thereof) prior to the Effective Time. Parent shall prepare all necessary and appropriate documentation in connection with any action described above, and provide MLP with a reasonable opportunity to comment on such documents. Parent and MLP shall, and shall cause their respective Subsidiaries and Representatives to, reasonably cooperate with each other in the preparation of such documents.
