Repayment of Prior Lender Obligations; Satisfaction of Outstanding L/Cs. (i) Agent shall have received a fully executed original of a pay-off letter reasonably satisfactory to Agent confirming that all of the Prior Lender Obligations will be repaid in full from the proceeds of the initial Revolving Credit Advance and all Liens upon any of the property of Borrowers or any of their Subsidiaries in favor of Prior Lender shall be terminated by Prior Lender immediately upon such payment; and (ii) all letters of credit issued or guaranteed by Prior Lender shall have been cash collateralized, supported by a guaranty of Agent or supported by a Letter of Credit issued pursuant to Annex B, as mutually agreed upon by Agent, Borrowers and Prior Lender.
Repayment of Prior Lender Obligations; Satisfaction of Outstanding L/Cs. (i) Agent shall have received a fully executed pay-off letter reasonably satisfactory to Agent confirming that all Prior Indebtedness and other obligations owing by any Credit Party to each Prior Lender will be repaid in full from the proceeds of the Term Loan and the SCP Term Loan and that all Liens upon any of the Property of the Credit Parties or any of their Subsidiaries in favor of any Prior Lender shall be terminated by such Prior Lender immediately upon such payment; and (ii) all letters of credit issued or guaranteed by any Prior Lender shall have been cash collateralized or supported by a Letter of Credit Issued pursuant hereto, as mutually agreed upon by Agent, the Borrower and Prior Lender;
Repayment of Prior Lender Obligations; Satisfaction of Outstanding L/Cs. (i) Agent shall have received fully executed pay-off letters reasonably satisfactory to Agent respecting the amounts necessary to repay in full all of the obligations of any Credit Party to Prior Lender and confirming that all Liens upon any of the Property of the Credit Parties or any of their Subsidiaries in favor of Prior Lender shall be terminated upon receipt of such payment; and (ii) all letters of credit issued or guaranteed by Prior Lender shall have been cash collateralized, or supported by a Letter of Credit Issued pursuant hereto, as mutually agreed upon by Agent, the Borrower and Prior Lender.
Repayment of Prior Lender Obligations; Satisfaction of Outstanding L/Cs. (i) US Agent shall have received a fully executed pay-off letter reasonably satisfactory to US Agent confirming that all obligations owing by any Credit Party to Prior Lenders will be repaid in full from the proceeds of the initial Loans and Second Lien Notes and all Liens upon any of the Property of the Credit Parties or any of their Subsidiaries in favor of Prior Lenders shall be terminated by Prior Lenders immediately upon such payment; and (ii) all letters of credit issued or guaranteed by Prior Lenders shall have been cash collateralized, or supported by a Letter of Credit issued pursuant hereto;
Repayment of Prior Lender Obligations; Satisfaction of Outstanding L/Cs. (i) The Administrative Agent shall have received a fully executed pay-off letter reasonably satisfactory to the Agents confirming that all obligations owing by any Credit Party to Prior Lender will be repaid in full from the proceeds of the initial Loans and all Liens upon any of the Property of the Credit Parties or any of their Subsidiaries in favor of Prior Lender shall be terminated by Prior Lender immediately upon such payment; (ii) all letters of credit issued or guaranteed by Prior Lender shall have been cash collateralized, or supported by a Letter of Credit Issued pursuant hereto, as mutually agreed upon by the Agents, the Borrower and Prior Lender; and (iii) substantially concurrently with the initial funding hereunder, all such obligations shall be so repaid in full, all such Liens shall be so terminated and all such letters of credit shall be so cash collateralized or supported;
Repayment of Prior Lender Obligations; Satisfaction of Outstanding L/Cs. (i) Agent shall have received evidence satisfactory to Agent that all of the Prior Lender Obligations have been repaid in full by the Borrowers and all Liens upon any of the property of Borrowers or any of their Subsidiaries in favor of the Prior Agent have been terminated; and (ii) all letters of credit issued or guaranteed under the Prior Credit Agreement shall have been terminated, cash collateralized, or supported by a Letter of Credit issued pursuant to Annex B, as mutually agreed upon by Agent, Borrowers and Prior Agent.
Repayment of Prior Lender Obligations; Satisfaction of Outstanding L/Cs. (i) Agent shall have received fully executed originals of pay-off letters or other satisfaction agreements reasonably satisfactory to Agent confirming that all of the Prior Lender Obligations have been paid in full or will be repaid in full from the proceeds of the Term Loan and the initial Revolving Credit Advance and all Liens upon any of the property of Borrower or any of its Subsidiaries in favor of any Prior Lender with respect to the Prior Lender Obligations shall be terminated by the applicable Prior Lender immediately upon such payment; and (ii) all letters of credit issued or guaranteed by any Prior Lender shall have been cash collateralized or supported by a Letter of Credit issued pursuant to Annex B, as mutually agreed upon by Agent, Borrower and such Prior Lender.
Repayment of Prior Lender Obligations; Satisfaction of Outstanding L/Cs. Agent shall have received a fully executed pay-off letter reasonably satisfactory to Agent confirming that all obligations owing by any Credit Party to Prior Lender (except obligations relating to any Rolled-over Letter of Credit will be repaid in full from the proceeds of the initial Loans and all Liens upon any of the Property of the Credit Parties in favour of Prior Lender shall be terminated by Prior Lender immediately upon such payment);
Repayment of Prior Lender Obligations; Satisfaction of Outstanding L/Cs. (i) Agent shall have received a fully executed original of a pay-off letter reasonably satisfactory to Agent confirming that all of the Prior Lender Obligations (other than letters of credit referred to in clause (ii) below and contingent indemnification obligations that by their terms survive termination of the Prior Credit Agreement) will be repaid in full from the proceeds of the Loans advanced on the Closing Date and all Liens upon any of the property of Borrowers or any of their Subsidiaries in favor of Prior Lender shall be terminated by Prior Lender
Repayment of Prior Lender Obligations; Satisfaction of Outstanding L/Cs. (i) Lender shall have received a fully executed original of a pay-off letter satisfactory to Lender confirming that all of the Prior Lender Obligations will be repaid in full from the proceeds of the initial Revolving Credit Advance and all Liens upon any of the property of Borrowers or any of their Subsidiaries in favor of Prior Lender shall be terminated by Prior Lender immediately upon such payment; and (ii) all letters of credit issued or guaranteed by Prior Lender shall have been cash collateralized, as mutually agreed upon by Lender, Borrowers and Prior Lender.
