Credit Agreement Matters. (a) Guarantor hereby confirms and affirms each of the representations and warranties of the REIT in Section 4.2 of the Credit Agreement, it being understood that references to the “REIT” in Section 4.2 shall be deemed to be references to Guarantor.
Credit Agreement Matters. At or immediately prior to the Effective Time, the Company shall use its reasonable best efforts to deliver to Parent copies of payoff letters, in form reasonably acceptable to Parent, from the administrative agent under the Company’s existing credit facilities and shall make arrangements for the release of all Encumbrances and other security over the Company’s and its Subsidiaries’ properties and assets securing its obligations under such existing credit facilities and any historic credit facilities or other historic financing (to the extent Encumbrances under such historic facilities or other financing have not previously been released), together with the return of any collateral in the possession of the relevant administrative agent or the collateral agent, at or immediately prior to the Effective Time.
Credit Agreement Matters. If requested by Parent, the Company shall provide reasonable cooperation to Parent and Merger Sub in arranging for, at the Closing the termination of the Revolving Credit Facility, the Company’s $725,000,000 Term Loan Agreement, dated as of August 17, 2007, among the Company, the Lenders party thereto, Citicorp North America Inc., Citigroup Global Markets Inc. and X.X. Xxxxxx Securities Inc. (the “Term Loan Agreement”), and the Company’s 8.25% Senior Subordinated Notes due 2013 (the “Senior Subordinated Notes”), and any other existing indebtedness of the Company and its subsidiaries and the procurement of customary payoff letters in connection therewith; provided that in no event shall this Section 6.18 require the Company to cause the Revolving Credit Facility, the Term Loan Agreement, the Senior Subordinated Notes or any other existing indebtedness to be terminated unless (a) the Company has received from Parent or Carveout Purchaser funds to pay in full the payoff amount for any such indebtedness and (b) Parent or Carveout Purchaser has agreed to and has provided backstop letters of credit or cash collateralized any existing letters of credit and guarantees and hedging arrangements and other bank products thereunder in a manner satisfactory to the lenders or holders of such indebtedness, to the extent applicable.
Credit Agreement Matters. Not later than three (3) Business Days prior to the Closing Date, the Company shall use its reasonable best efforts to deliver to Parent copies of payoff letters, in form reasonably acceptable to Parent, from the lenders under the Company's existing credit facilities and shall make arrangements for the release of all Encumbrances and other security over the Company's and its Subsidiaries' properties and assets securing its obligations under its existing credit facilities and any historic credit facilities or other historic financing (to the extent Encumbrances under such historic facilities or other financing have not previously been released), prior to the Effective Time.
Credit Agreement Matters. The Company shall provide reasonable cooperation to Parent and Merger Sub in arranging for the termination of the Credit Agreement at the Closing and the procurement of customary payoff letters in connection therewith.
Credit Agreement Matters. If requested by Parent, the Company shall provide reasonable cooperation to Parent and Merger Sub in arranging for, at the Closing, the termination of the Revolving Credit Facility and any other existing indebtedness of the Company and its Subsidiaries and the procurement of customary payoff letters in connection therewith; provided that in no event shall this Section 6.18 require the Company to cause the Revolving Credit Facility or any other existing indebtedness to be terminated unless (a) the Company has received from Parent funds to pay in full the payoff amount for any such indebtedness and (b) Parent has agreed to and has provided backstop letters of credit or cash collateralized any existing letters of credit and guarantees and hedging arrangements and other bank products thereunder in a manner satisfactory to the lenders or holders of such indebtedness, to the extent applicable. Upon request, Parent will reimburse the Company for any reasonably incurred and documented out-of-pocket expenses incurred by the Company pursuant to this Section 6.18.
Credit Agreement Matters. Seller shall use its reasonable best efforts to perform any action necessary to transfer the Shares free of any Encumbrances including any payments due and owing under the Credit Agreement, if applicable, in order to simultaneously (A) effectuate the termination of the guaranty of the Company under the Credit Agreement, (B) release the pledge on the Shares, and (C) release any Encumbrances on assets of the Company (arising under the Credit Agreement).
Credit Agreement Matters. The Company shall have received from Fleet National Bank (f/k/a BankBoston, N.A.) (the "Bank") a letter with respect to the Bank's commitment to increase the Company's line of credit under that certain Credit Agreement, dated August 31, 1999 among the Company, the Bank and other parties thereto, as amended or restated from time to time (the "Credit Agreement"), to not less than $250 million, subject to the conditions and qualifications as are customary in such letters. The Bank shall have communicated to Xxxxxx Equity Investors IV, L.P., TC Carting II, L.L.C. and the Company its consent to the actions and transactions contemplated herein in a manner satisfactory to each of Xxxxxx Equity Investors IV, L.P., TC Carting II, L.L.C. and the Company. The Credit Agreement, as amended on or prior to Closing, shall be satisfactory to Xxxxxx Equity Investors IV, L.P. and TC Carting II, L.L.C. in their sole discretion and reasonably satisfactory to all other Purchasers.
