Consummation of the Refinancing. (i) On or prior to the Closing Date and concurrently with the incurrence of any Advances and the use of any such Advances to finance the Refinancing on such date, all Debt of the Borrower and its Subsidiaries under the Existing Credit Agreement shall have been repaid in full, together with all fees and other amounts owing thereon, all commitments under the Existing Credit Agreement shall have been terminated, all guarantees and security in respect thereof shall have been terminated and all letters of credit issued pursuant to the Existing Credit Agreement shall have been terminated or other arrangements satisfactory to the issuer of such letters of credit shall have been made.
(ii) On the Closing Date and concurrently with the incurrence of any Advances on such date, all guarantees and security interests in respect of, and Liens securing, the Debt under the Existing Credit Agreement created pursuant to the security documentation relating to the Existing Credit Agreement shall have been terminated and released, and the Administrative Agent shall have received all such releases as may have been requested by the Administrative Agent, which releases shall be in form and substance reasonably satisfactory to the Administrative Agent. Without limiting the foregoing, there shall have been delivered to the Administrative Agent (x) proper termination statements (Form UCC-3 or the appropriate equivalent) for filing under the UCC or equivalent statute or regulation of each jurisdiction where a financing statement or application for registration (Form UCC-1 or the appropriate equivalent) was filed with respect to the Borrower or any of its Subsidiaries in connection with the security interests created with respect to the Existing Credit Agreement, (y) terminations or reassignments of any security interest in, or Lien on, any patents, trademarks, copyrights, or similar interests of the Borrower or any of its Subsidiaries on which filings have been made and (z) terminations of all mortgages, leasehold mortgages, hypothecs and deeds of trust created with respect to property of the Borrower or any of its Subsidiaries, in each case, to secure the obligations under the Existing Credit Agreement, all of which shall be in form and substance reasonably satisfactory to the Administrative Agent.
(iii) On the Closing Date and after giving effect to the consummation of the Transaction, the Borrower and its Subsidiaries shall have no outstanding Disqualified Equity Interests or Debt...
Consummation of the Refinancing. The Company shall simultaneously with the Closing, consummate the Refinancing.
Consummation of the Refinancing. (a) On or prior to the Initial Borrowing Date and concurrently with the incurrence of Loans, all Indebtedness (other than Indebtedness otherwise allowed pursuant to Section 10.04) of the U.S. Borrower and its Subsidiaries (including the Target and its Subsidiaries) shall have been repaid in full, together with all fees and other amounts owing thereon.
(b) On the Initial Borrowing Date and concurrently with the incurrence of Loans on such date, all security interests in respect of, and Liens securing, the Indebtedness to be refinanced pursuant to the Refinancing created pursuant to the security documentation relating thereto shall be terminated and released, and the Administrative Agent shall have received all such releases as may have been reasonably requested by the Administrative Agent, which releases shall be in form and substance reasonably satisfactory to the Administrative Agent.
(c) The Administrative Agent shall have received evidence in form, scope and substance reasonably satisfactory to it that the matters set forth in this Section 6.07 have been satisfied on the Initial Borrowing Date.
Consummation of the Refinancing. (a) On or prior to the Effective Date, all Indebtedness of Holdings and its Subsidiaries under the Existing Credit Agreement and the Existing Receivables Securitization Facility shall have been repaid in full, together with all fees and other amounts owing thereon, all commitments under the Existing Credit Agreement and the Existing Receivables Securitization Facility shall have been terminated and all letters of credit issued pursuant to the Existing Credit Agreement shall have been terminated or incorporated herein as Existing Letters of Credit, all existing Accounts owned by Affinia Receivables LLC which were purchased under the Existing Receivables Securitization Facility shall have been reconveyed to the Credit Parties, and the Administrative Agent shall have received such pay-off letters or other evidence that the Refinancing and reconveyance has occurred as the Administrative Agent may have reasonably requested.
(b) On or prior to the Effective Date, all security interests in respect of, and Liens securing, the Indebtedness under the Existing Credit Agreement and the Existing Receivables Securitization Facility shall have been terminated and released, and the Administrative Agent shall have received all such releases as may have been reasonably requested by the Administrative Agent, which releases shall be in form and substance reasonably satisfactory to the Agents.
Consummation of the Refinancing. The outstanding interest, principal, fees and other amounts owing to the Existing Lenders under the Existing Credit Agreement (other than standby Letters of Credit issued and outstanding immediately prior to the Closing Date under the Existing Credit Agreement) shall have been paid in their entirety.
Consummation of the Refinancing. (i) On or prior to the Closing Date, the commitments under the Original First Lien Credit Agreement shall have been terminated, all loans thereunder shall have been repaid in full, together with interest thereon, all letters of credit issued thereunder shall have been terminated, or supported hereunder by Letters of Credit, and all other amounts owing pursuant to the Original First Lien Credit Agreement shall have been repaid in full, in each case using the gross cash proceeds received from the issuance and sale of the Senior Secured Notes, and the Administrative Agent shall have received evidence in form, scope and substance reasonably satisfactory to it that the matters set forth in this subsection have been satisfied at such time.
(ii) On or prior to the Closing Date, the creditors under the Original First Lien Credit Agreement shall have terminated and released all Liens on the Capital Stock of and assets owned by Bermuda Holdings and its Subsidiaries, and the Administrative Agent shall have received all such releases as may have been requested by it, which releases shall be in form and substance reasonably satisfactory to the Administrative Agent.
Consummation of the Refinancing. (a) On or prior to the Effective Date and concurrently with the incurrence of Loans and the use of such Loans on such date, all Indebtedness of the Borrower and its Subsidiaries under the Existing Bridge Credit Agreement shall have been repaid in full, together with all fees and other amounts owing thereon and all commitments under the Existing Bridge Credit Agreement shall have been terminated.
(b) On the Initial Borrowing Date and concurrently with the incurrence of Loans on such date, all security interests in respect of, and Liens securing, the Indebtedness under the Existing Bridge Credit Agreement created pursuant to the security documentation relating to the Existing Bridge Credit Agreement shall have been terminated and released, and the Administrative Agent shall have received all such releases as may have been requested by the Administrative Agent, which releases shall be in form and substance satisfactory to the Administrative Agent. Without limiting the foregoing, there shall have been delivered to the Administrative Agent proper termination statements (Form UCC-3 or the appropriate equivalent) for filing under the UCC or equivalent statute or regulation of each jurisdiction where a financing statement or application for registration (Form UCC-1 or the appropriate equivalent) was filed with respect to the Borrower or any of its Subsidiaries in connection with the security interests created with respect to the Existing Bridge Credit Agreement, to secure the obligations under the Existing Bridge Credit Agreement, all of which shall be in form and substance reasonably satisfactory to the Administrative Agent.
Consummation of the Refinancing. (a) On or prior to the Closing Date and substantially concurrently with the incurrence of Loans and the use of such Loans to finance the Refinancing on such date, all Indebtedness of Holdings and its Subsidiaries under the Existing Credit Agreement shall have been repaid in full, together with all fees and other amounts owing thereon, all commitments under the Existing Credit Agreement shall have been terminated and all letters of credit issued pursuant to the Existing Credit Agreement shall have been terminated, backstopped or cash collateralized.
(b) On the Closing Date and concurrently with the incurrence of Loans on such date, all security interests in respect of, and Liens securing, the Indebtedness under the Existing Credit Agreement shall have been terminated and released, and each Agent shall have received customary payoff letters with respect to such Indebtedness.
Consummation of the Refinancing. The Administrative Agent shall have received reasonably satisfactory evidence that the Indebtedness under the Existing ABX Credit Agreement and the Existing Cargo Holdings Credit Agreement shall have been repaid or canceled, all documentation representing such Indebtedness shall have been terminated (other than provisions that survive such termination) and all guarantees, liens and security interests associated therewith have been released, or that adequate measures shall have been taken to terminate such documentation and release such guarantees, liens and security interests, except as otherwise agreed by the Administrative Agent.
Consummation of the Refinancing. On or prior to the Effective ------------------------------- Date, (i) the commitments in respect of the Indebtedness to be Refinanced shall have been terminated, all loans thereunder shall have been repaid in full, together with interest and fees thereon, all letters of credit issued thereunder shall have been terminated and all other amounts owing pursuant thereto shall have been repaid in full, (ii) the creditors in respect of the Indebtedness to be Refinanced shall have terminated and released all Liens on the capital stock of, and assets owned by, Holdings and its Subsidiaries, and (iii) the Administrative Agent shall have received evidence (including pay-off letters, lien releases and UCC-3 termination statements) in form, scope and substance reasonably satisfactory to the Administrative Agent that the matters set forth in this clause (c) have been satisfied at such time.
