Existing Indebtedness of the Credit Parties. All of the existing Indebtedness for borrowed money of the Credit Parties and their Subsidiaries (other than Indebtedness permitted to exist pursuant to Section 6.1) shall be repaid in full and all security interests related thereto shall be terminated on or prior to the Closing Date.
Existing Indebtedness of the Credit Parties. All of the existing Indebtedness for borrowed money of the Borrower and its Subsidiaries (other than Indebtedness permitted to exist pursuant to Section 6.1) shall be repaid in full (or discharged in accordance with their respective terms) and all security interests related thereto shall be terminated on the Closing Date; provided that the Convertible Senior Notes shall be terminated on or prior to the Closing Date or the Borrower shall have irrevocably funded, on or prior to the Closing Date, to the applicable trustee the amount required to satisfy in full the Convertible Senior Notes on terms and conditions reasonably satisfactory to the Administrative Agent.
Existing Indebtedness of the Credit Parties. All of the existing Indebtedness for borrowed money of the Credit Parties and their Subsidiaries (including the Acquired Business and other than Indebtedness permitted to exist pursuant to Section 6.1) shall be repaid in full and all security interests related thereto shall be terminated on or prior to the Closing Date, or the Administrative Agent shall have received evidence reasonably satisfactory to it that such existing Indebtedness will be paid in full with the proceeds of the initial Extensions of Credit and that such security interests will thereby terminate.
Existing Indebtedness of the Credit Parties. All of the Indebtedness under the Existing Credit Agreement shall be repaid in full and all security interests related thereto shall be terminated on or prior to the Closing Date pursuant to a payoff letter in form and substance reasonably satisfactory to the Administrative Agent.
Existing Indebtedness of the Credit Parties. All of the existing Indebtedness for borrowed money of the Credit Parties and their Subsidiaries (other than Indebtedness permitted to exist pursuant to Section 6.1) shall be repaid in full (together with accrued and unpaid interest thereon and obligations with respect thereto) and all security interests related thereto shall be terminated on or prior to the Closing Date. Carrols shall have repurchased all Existing Carrols Notes tendered pursuant to the Tender Offer on or prior to the Closing Date and paid all accrued and unpaid interest thereon.
Existing Indebtedness of the Credit Parties. All of the existing Indebtedness for borrowed money of the Credit Parties and their Subsidiaries (other than Indebtedness permitted to exist pursuant to Section 6.1) shall be repaid in full and all security interests related thereto shall be terminated; provided that the Borrower’s Indebtedness under the Existing Credit Agreement shall be refinanced hereunder and the security interests related thereto shall remain in full force and effect and secure the Obligations hereunder. |US-DOCS\140878708.9||
Existing Indebtedness of the Credit Parties. All of the existing Indebtedness for borrowed money of the Acquired Company specified in Schedule 3.12(a)(vii) of the Cambridge Acquisition Agreement shall be repaid in full (together with accrued and unpaid interest thereon and obligations with respect thereto) and all security interests related thereto shall be terminated on or prior to the Closing Date, (y) the Credit Agreement, dated as of May 30, 2012, among Carrols, Xxxxx Fargo Bank, National Association, as administrative agent (“Existing Bank Administrative Agent”) and each of the other parties thereto (as amended, restated or otherwise modified as of immediately prior to the Closing Date, the “Existing Credit Agreement”), will be repaid in full and all security interests and guarantees in connection therewith will be terminated or released (with cash collateral or other arrangements mutually agreed by the Borrower and the Existing Bank Administrative Agent being provided with respect to outstanding letters of credit and outstanding treasury management and hedging obligations then secured by such collateral and guarantees) and (z) notice of redemption shall be given for all of Carrols’ issued and outstanding 8.000% Senior Secured Second Lien Notes due 2022, governed by that certain indenture, dated April 29, 2015 (as supplemented by the Officer’s Certificate dated June 23, 2017, the “Indenture”), all security interests and guarantees in connection therewith will be terminated or released and the Indenture will be satisfied and discharged.
Existing Indebtedness of the Credit Parties. All of the existing obligations and Indebtedness of the Group Members (other than Indebtedness permitted to exist pursuant to Section 6.1) shall be repaid in full on the Closing Date, including, without limitation, the termination of all outstanding commitments in effect with respect thereto, on terms and conditions and pursuant to documentation reasonably satisfactory to the Administrative Agent. All Liens, guarantees and security interests related to any Indebtedness (other than Indebtedness permitted to exist pursuant to Section 6.1) shall be terminated and released on or prior to the Closing Date, and the Administrative Agent shall have received (or will, on the Closing Date, receive) (i) evidence thereof reasonably satisfactory to the Administrative Agent, (ii) a “pay-off” letter or letters reasonably satisfactory to the Administrative Agent with respect to such obligations and (iii) such UCC termination statements, mortgage releases and other instruments, in each case in proper form for recording, as the Administrative Agent shall have reasonably requested to release and terminate of record the Liens securing such obligations (or an arrangement satisfactory to the Administrative Agent shall be in place to obtain such releases and terminations).
Existing Indebtedness of the Credit Parties. All of the existing Indebtedness for borrowed(j) money of the Acquired Company specified in Schedule 3.12(a)(vii) of the Cambridge Acquisition Agreement shall be repaid in full (together with accrued and unpaid interest thereon and obligations with respect thereto) and all security interests related thereto shall be terminated on or prior to the Closing Date, (y) the Credit Agreement, dated as of May 30, 2012, among Xxxxxxx, Xxxxx Fargo Bank, National Association, as administrative agent (“Existing Bank Administrative Agent”) and each of the other parties thereto (as amended, restated or otherwise modified as of immediately prior to the Closing Date, the “Existing Credit Agreement”), will be repaid in full and all security interests and guarantees in connection therewith will be terminated or released (with cash collateral or other arrangements mutually agreed by the Borrower and the Existing Bank Administrative Agent being provided with respect to outstanding letters of credit and outstanding treasury management and hedging obligations then secured by such collateral and guarantees) and (z) notice of redemption shall be given for all of Carrols’ issued and outstanding 8.000% Senior Secured Second Lien Notes due 2022, governed by that certain indenture, dated April 29, 2015 (as supplemented by the Officer’s Certificate dated June 23, 2017, the “Indenture”), all security interests and guarantees in connection therewith will be terminated or released and the Indenture will be satisfied and discharged. Financial Statements. The Lead Arrangers shall have received:(k) with respect to the Borrower and its Restricted Subsidiaries, (i) audited consolidated(i) balance sheets and related consolidated statements of income, stockholder’s equity and cash flows for the - 93- three most recently completed fiscal years ended at least 90 days prior to the Closing Date, (ii) unaudited consolidated balance sheets and related consolidated statements of income and cash flows for each interim fiscal quarter (other than the fourth fiscal quarter of Borrower’s fiscal year) ended since the last audited financial statements and at least 45 days prior to the Closing Date (the “Borrower Interim Financial Statements”) and (iii) internal consolidated balance sheets and related consolidated statements of income and cash flows for each interim fiscal month ended since the last Borrower Interim Financial Statements and at least 30 days prior to the Closing Date; provided that filing of th...
Existing Indebtedness of the Credit Parties. All of the existing obligations and Indebtedness of the Group Members (other than Indebtedness permitted to exist pursuant to Section 6.1) shall be repaid in full on the Closing Date, including, without limitation, the termination of all outstanding commitments in effect with respect thereto, on terms and conditions and pursuant to documentation reasonably satisfactory to the Administrative Agent; provided that, with respect to Indebtedness pursuant to the Existing Credit Agreement, an arrangement satisfactory to the Administrative Agent shall be in place to repay such Indebtedness in full on the Closing Date. All Liens, guarantees and security interests related thereto shall be terminated and released on or prior to the Closing Date, and the Administrative Agent shall have received (or will, on the Closing Date, receive) (i) evidence thereof reasonably satisfactory to the Administrative Agent, (ii) a “pay-off” letter or letters reasonably satisfactory to the Administrative Agent with respect to such obligations and (iii) such UCC termination statements, mortgage releases and other instruments, in each case in proper form for recording, as the Administrative Agent shall have reasonably requested to release and terminate of record the Liens securing such obligations (or an arrangement satisfactory to the Administrative Agent shall be in place to obtain such releases and terminations).
