Refinancing of Existing Indebtedness. On the Closing Date, after giving effect to the Transaction, neither Holdings nor any of its Subsidiaries shall have any material Indebtedness for borrowed money other than the Facility, Indebtedness incurred under the Term Loan Documents, Indebtedness incurred under the Second Lien Loan Documents, working capital facilities for Foreign Subsidiaries, other Indebtedness incurred in the Ordinary Course of Business, other Indebtedness incurred that is permitted pursuant to the terms of the Merger Agreement, and other debt agreed to by the Administrative Agent and the Parent Borrower.
Refinancing of Existing Indebtedness. Except with respect to Indebtedness permitted pursuant to the terms of this Agreement and set forth on Schedule 7.1, receipt by the Administrative Agent of copies of duly executed payoff letters, executed by each of the Loan Parties’ existing lenders or the agent thereof, together with (i) evidence of payment of such existing Indebtedness, (ii) authorization to file UCC-3 or other appropriate termination statements releasing all liens of such existing lenders upon any of the personal property of the Borrower and its Subsidiaries, (iii) cancellations and releases, in form and substance satisfactory to the Administrative Agent, releasing all liens of any existing lenders upon any of the real property of the Borrower and its Subsidiaries, and (iv) any other releases, terminations or other documents reasonably required by the Administrative Agent to evidence the payoff of Indebtedness owed to any existing lenders (including, but not limited to, Indebtedness pursuant to the Existing Credit Agreement).
Refinancing of Existing Indebtedness. The Loan Parties and their Subsidiaries shall have (i) repaid in full all Indebtedness and obligations (other than customary obligations continued to survive the termination thereof) incurred under the Existing Credit Agreement, (ii) terminated any commitments to lend or make other extensions of credit thereunder, (iii) delivered to Administrative Agent a customary payoff letter and all other documents or instruments necessary to release all Liens securing the Existing Credit Agreement or other obligations of the Loan Parties and their Subsidiaries thereunder being repaid on the Closing Date, and (iv) made arrangements satisfactory to Administrative Agent with respect to the cancellation of any letters of credit outstanding thereunder or the issuance of Letters of Credit to support the obligations of the Loan Parties and their Subsidiaries with respect thereto.
Refinancing of Existing Indebtedness. The Administrative Agent shall have received evidence satisfactory to the Administrative Agent that the Refinancing has been or, substantially concurrently with the initial Borrowing here, will be consummated. For purposes of determining whether the conditions precedent specified in this Article VI have been satisfied on the Closing Date, (i) by funding the Loans hereunder, the Agent and each Lender that has executed this Agreement (or an Assignment and Acceptance on the Closing Date) shall be deemed to have consented to, approved, accepted or waived, or to be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to such Agent or such Lender, as the case may be and (ii) that upon the funding of the Loans hereunder, all such conditions precedent (except for the condition set forth in Section 6.04) shall be deemed to have been satisfied or waived.
Refinancing of Existing Indebtedness. Receipt by the Administrative Agent of evidence of the payment in full of existing Indebtedness (other than (x) Indebtedness permitted hereunder and (y) the Senior Secured Notes), and any releases, terminations or other documents reasonably required by the Administrative Agent to evidence the payoff of such Indebtedness and release or termination of liens related thereto.
Refinancing of Existing Indebtedness. Receipt by Lender of copies of duly executed payoff letters in form and substance satisfactory to Lender, executed by each of Borrower’s existing lenders or the agent thereof, together with (i) evidence of payment in full of such Indebtedness, (ii) UCC-3 or other appropriate termination statements, in form and substance satisfactory to Lender, releasing all liens of any existing lenders or agent upon any of the personal property of Borrower and its Subsidiaries, (iii) cancellations and releases, in form and substance satisfactory to Lender, releasing all liens of any existing lenders or agent under such Indebtedness upon any of the real property of Borrower and its Subsidiaries, and (iv) any other releases, terminations or other documents reasonably required by Lender to evidence the payoff of Indebtedness.
Refinancing of Existing Indebtedness. Receipt by the Administrative Agent of copies of duly executed payoff letters, in form and substance reasonably satisfactory to the Administrative Agent, together with: (i) evidence of payment in full of any Indebtedness of the Loan Parties that is not expressly permitted under this Agreement to remain outstanding after the Closing Date; (ii) UCC–3s, cancellations, releases, and/or other appropriate termination statements, each in form and substance satisfactory to the Administrative Agent, releasing all Liens on the Collateral that are not expressly permitted under the Agreement to remain in effect after the Closing Date, including, without limitation, all Liens granted under, or in connection with, any such Indebtedness referred to in the foregoing clause (i)(i); and (iii) any other cancellations, releases, terminations, and/or other documents, filings or recordations reasonably required by the Administrative Agent to evidence the payoff of any such Indebtedness referred to in clause (i)(i) above. (j)
Refinancing of Existing Indebtedness. Concurrently with the initial Borrowings hereunder, (i) the Existing Indebtedness under the Existing Wachovia Credit Agreement shall be paid-in-full and terminated on terms satisfactory to the Administrative Agent, (ii) the Existing CoBank Credit Agreement shall be purchased at par by, and assigned to, the Borrower and pledged to the Administrative Agent for the benefit of Lenders to secure the Obligations, in each case, on terms satisfactory to the Administrative Agent, (iii) the Administrative Agent shall have received a payoff letter duly executed and delivered by the Borrower and the applicable lenders or their agent under each Existing Credit Agreement and evidence of the release, or arrangements therefor, of all related Liens and guarantees, in each case, in form and substance satisfactory to the Administrative Agent and (iv) Borrower shall have deposited with CSFB an amount sufficient to redeem the Existing Notes in full and such deposit shall be subject to the terms of the Escrow Agreement.
Refinancing of Existing Indebtedness. Receipt by the Administrative Agent of a copy of a duly executed payoff letter, executed by the agent thereof under the Existing Credit Agreement, together with (i) evidence of payment of such existing Indebtedness, (ii) authorization to file UCC-3 or other appropriate termination statements releasing all liens of such existing lenders upon any of the personal property of the Borrower and its Subsidiaries, (iii) cancellations and releases, in form and substance reasonably satisfactory to the Administrative Agent, releasing all liens of any existing lenders upon any of the real property of the Borrower and its Subsidiaries, and (iv) any other releases, terminations or other documents reasonably required by the Administrative Agent to evidence the payoff of Indebtedness owed to any existing lenders (including, but not limited to, Indebtedness pursuant to the Existing Credit Agreement).
Refinancing of Existing Indebtedness. The Lender shall have received evidence regarding the successful refinancing of the Existing Indebtedness (other than the Existing Shareholder Loan) (at the discretional satisfaction of the Lender).
