Existing Loan Agreement. The Seller will use the proceeds of the Transactions to pay off in full any indebtedness under the Existing Loan Agreement and will secure the complete and unconditional release by the lender(s) thereunder of all Liens thereunder.
Existing Loan Agreement. This Agreement amends and restates the Existing Loan Agreement in its entirety, provided that obligations of the Borrowers incurred under the Existing Loan Agreement, excluding the commitments of the Administrative Agent thereunder, which shall terminate as of the Closing Date of this Agreement, shall continue under this Agreement, and shall not in any circumstances be terminated, extinguished or discharged hereby (except pursuant to the terms of this Agreement) or thereby but shall hereafter be governed by the terms of this Agreement, and this Agreement shall not constitute a substitution or novation of such Obligations or any of the other rights, duties and obligations of the parties hereunder.
Existing Loan Agreement. Borrowers shall have terminated the Loan Agreement (and any documents executed in connection therewith (other than any document related to the IDRB Letter of Credit)), dated as of December 30, 2003, as amended, between Core Molding and KeyBank, which terminations shall be deemed to have occurred upon payment in full of all of the Indebtedness outstanding thereunder.
Existing Loan Agreement. Loan Parties hereby acknowledge, confirm and agree that, immediately prior to giving effect to this Agreement, (a) the Existing Loan Agreement is in full force and effect as of the date hereof, and (b) the agreements and obligations of Loan Parties contained in the Existing Loan Agreement constitute the legal, valid and binding obligations of Loan Parties against them in accordance with their respective terms and Loan Parties have no valid defense to the enforcement of such obligations.
Existing Loan Agreement. There shall occur under the Existing Loan Agreement a Default (as therein defined); or
Existing Loan Agreement. (A) The Borrower shall have provided notice to the Existing Agent (in accordance with the terms of the Existing Credit Facility) of its intent to pay all obligations of the Group Members outstanding under the Existing Credit Facility on the Closing Date, (B) the Administrative Agent shall have received the Payoff Letter executed by the Existing Agent and the Borrower, or in the alternative of the documents under clauses (A) and (B) a termination agreement to terminate the Existing Credit Facility and waive any prepayment notice and notice of termination of the Existing Credit Facility, and (C) all obligations of the Group Members in respect of the Existing Loan Agreement shall, substantially contemporaneously with the funding of certain Loan proceeds on the Closing Date directly to the Existing Agent as contemplated by Sections 2.2 and 2.5 and the Flow of Funds Agreement, have been paid in full.
Existing Loan Agreement. (a) As of the date hereof and immediately prior to Prepayment Transactions, no event has occurred and is continuing which constitutes or would constitute a Default or Event of Default under the Existing Loan Agreement.
(b) As of the date hereof and immediately prior to the Prepayment Transactions, all of the representations and warranties of each Loan Party (as defined in the Existing Loan Agreement) contained in the Existing Loan Agreement and in the related loan documents are true and correct, except to the extent that any such representation or warranty relates to an earlier date.
Existing Loan Agreement. (a) Each Loan Party hereby acknowledges, confirms and agrees that: (i) each of the Existing Loan Documents have been duly executed and delivered by Loan Parties and is in full force and effect, (ii) the agreements and obligations of each Loan Party contained in the Existing Loan Documents constitute the legal, valid and binding obligations of such Loan Parties enforceable against each it in accordance with their respective terms and each Loan Party has no valid defense to the enforcement of such obligations and (iii) Agent and Lenders are entitled to all of the rights and remedies provided for in the Existing Loan Agreement and the other Existing Loan Documents.
(b) Each Loan Party hereby acknowledges, confirms and agrees that: (i) Term Loan A (as such term is defined in the Existing Loan Agreement) and all of the Obligations related thereto as set forth in the Existing Loan Agreement shall be deemed to be the Term Loan hereunder and (ii) the Term Loan B (as such term is defined in the Existing Loan Agreement) and all of the Obligations related thereto set forth in the Existing Loan Agreement shall be repaid with the proceeds of the Advances and the Term Loan hereunder on the Closing Date.
Existing Loan Agreement. (i) Borrower shall have paid all accrued interest, fees, commissions and other amounts (other than principal) accrued or owed under the Existing Loan Agreement, whether or not presently due and payable.
(ii) No Default or Event of Default (both such terms being used as defined in the Existing Loan Agreement) shall have occurred and be continuing under the Existing Loan Agreement.
Existing Loan Agreement. 14.20.1 On the Closing Date, the Existing Loan Agreement shall be amended and restated in its entirety by this Agreement, and the Existing Loan Agreement shall thereafter be of no further force and effect, except that the Borrowers, the Agent and the Lenders agree that (i) the incurrence by the Borrowers of “Obligations” under and as defined in the Existing Loan Agreement (whether or not such Obligations are contingent as of the Closing Date) shall continue to exist under and be evidenced by this Agreement and the other Loan Documents, (ii) the Borrowers shall pay any breakage costs incurred on the Closing Date under Section 3.9 of the Existing Loan Agreement, (iii) the Existing Loan Agreement shall continue to evidence the representations and warranties made by the Borrowers prior to the Closing Date, (iv) except as expressly stated herein or amended, amended and restated or otherwise modified, the other Loan Documents are ratified and confirmed as remaining unmodified and in full force and effect with respect to all Obligations, and (v) the Existing Loan Agreement shall continue to evidence any action or omission performed or required to be performed pursuant to the Existing Loan Agreement prior to the Closing Date (including any failure, prior to the Closing Date, to comply with the covenants contained in the Existing Loan Agreement). The amendments and restatements set forth herein shall not cure any breach thereof or any “Default” or “Event of Default” under and as defined in the Existing Loan Agreement existing prior to the Closing Date. This Agreement is not in any way intended to constitute a novation of the obligations and liabilities existing under the Existing Loan Agreement or evidence payment of all or any portion of such obligations and liabilities. US-DOCS\123034949.14
14.20.2 The terms and conditions of this Agreement and the Agent’s, the Lenders’, Swingline Lenders’ and the Issuing Banks’ rights and remedies under this Agreement and the other Loan Documents shall apply to all of the Obligations incurred under the Existing Loan Agreement and the Letters of Credit issued thereunder.
14.20.3 On and after the Closing Date, (i) all references to the Existing Loan Agreement (or to any amendment or any amendment and restatement thereof) in the Loan Documents (other than this Agreement) shall be deemed to refer to the Existing Loan Agreement, as amended and restated hereby (as it may be further amended, modified or restated), (ii) all references t...
