Payoff of Existing Credit Facility. The Refinanced Facility (other than contingent obligations (including indemnification obligations) that by their terms are to survive the termination of the relevant loan documentation and debt instruments evidencing the Refinanced Facility) shall have been (or substantially concurrently with the making of the Loans on the Closing Date shall be) repaid or satisfied and discharged, and in connection therewith all Guarantees and Liens shall have been released, on or prior to the Closing Date, on terms acceptable to the Administrative Agent and the Administrative Agent shall have received executed payoff letters in connection therewith in form and substance acceptable to the Administrative Agent.
Payoff of Existing Credit Facility. The Refinanced Facility (other than contingent obligations (including indemnification obligations) that by their terms are to survive the termination of the relevant loan documentation and debt instruments evidencing the Refinanced Facility) shall have been (or substantially concurrently with the making of the Tranche A Loans on the Closing Date shall be) repaid or satisfied and discharged, and in connection therewith all guarantees and liens shall have been released, on or prior to the Closing Date.
Payoff of Existing Credit Facility. With respect to the Existing Credit Facility, at least three business days prior to the Closing Date, the JPE Parties shall provide to AMID a payoff letter (the “Payoff Letter”), which will provide the dollar amount of all indebtedness required to be paid under the Existing Credit Facility in order to fully pay off the Existing Credit Facility as of the Closing and to release all Liens thereunder upon such payment, executed by the applicable administrative agent for the lenders under the Existing Credit Facility on terms and conditions reasonably satisfactory to AMID GP, such terms to include either (i) the lender’s affirmative covenant to file all necessary UCC and Lien terminations within five business days following the Closing Date, or (ii) such lenders’ express authorization for the AMID Entities to have any such documents filed on the lenders’ behalf. At AMID’s sole discretion, AMID shall either (a) obtain any required consents from the lenders to permit AMID to maintain the Existing Credit Facility at the Effective Time, provided, however, that any communications with the lenders under the Existing Credit Facility to obtain such consents shall be coordinated with JPE, or (b) pay in full at Closing such amount set forth in the Payoff Letter.
Payoff of Existing Credit Facility. The Refinanced Facility shall have been (or substantially concurrently with the Closing Date shall be) repaid or satisfied and discharged, and in connection therewith all Guarantees and Liens shall have been released, on or prior to the Closing Date, on terms reasonably acceptable to the Administrative Agent and the Administrative Agent shall have received an executed payoff letter and related Lien release documentation in connection therewith, in each case in form and substance reasonably acceptable to the Administrative Agent.
Payoff of Existing Credit Facility. On or before the Closing Date, the Borrower shall have repaid the Existing Credit Facility and shall have terminated the Existing Credit Facility and all commitments to make loans or issue letters of credit thereunder, and the Borrower shall have provided evidence of all of the foregoing to the Agents to the satisfaction of the Agents.
Payoff of Existing Credit Facility. Evidence that the Obligations under the Existing Credit Agreement (other than any Existing Letters of Credit) have been Fully Satisfied.
Payoff of Existing Credit Facility. Agent shall have received a payoff letter from Xxxxx Fargo with respect to the Existing Credit Facility and satisfactory evidence that the Existing Credit Facility shall be terminated and repaid upon not later than the date of the initial Loans hereunder.
Payoff of Existing Credit Facility. The parties hereto hereby agree that a portion of the proceeds of the Term Loan shall be used to refinance the Existing Credit Facility on the Funding Date. The parties hereto further agree that if the Funding Date shall occur after the Effective Date of this Agreement, then (i) the existence of the Existing Credit Facility, any documents executed or delivered in connection therewith and any security interests or liens granted thereunder shall be deemed to not cause any breach of any representation, warranty, covenant or other term of this agreement or any other Loan Document as of the Effective Date or at any time on or prior to the Funding Date and (ii) any Lien outstanding in connection with the Existing Credit Facility shall be deemed to be a Permitted Lien at all times on and prior to the Funding Date.
Payoff of Existing Credit Facility. Evidence that all Existing Loans have been repaid in full.
