Payment of Outstanding Indebtedness, etc. The Administrative Agent shall have received evidence that immediately after the making of the Loans on the Closing Date, all Indebtedness under the Existing Credit Agreement and any other Indebtedness not permitted by Section 7.04, together with all interest, all payment premiums and all other amounts due and payable with respect thereto, shall be paid in full from the proceeds of the initial Credit Event, and the commitments in respect of such Indebtedness shall be permanently terminated, and all Liens securing payment of any such Indebtedness shall be released and the Administrative Agent shall have received all payoff and release letters, Uniform Commercial Code Form UCC-3 termination statements or other instruments or agreements as may be suitable or appropriate in connection with the release of any such Liens.
Payment of Outstanding Indebtedness, etc. All Indebtedness identified in Item 7.2.2(b) of the Disclosure Schedule, together with all interest, all prepayment premiums and other amounts due and payable with respect thereto, shall have been paid in full from the proceeds of the initial Credit Extension and the commitments in respect of such Indebtedness shall have been terminated (other than letters of credit under the Existing Credit Agreement which will be backed by Letters of Credit), and all Liens securing payment of any such Indebtedness shall have been released and the Administrative Agent shall have received all Uniform Commercial Code Form UCC-3 termination statements or other instruments as may be suitable or appropriate in connection therewith.
Payment of Outstanding Indebtedness, etc. All Indebtedness identified in Schedule 8.2(b), together with all interest, all prepayment premiums and all other amounts due and payable with respect thereto, shall have been paid in full from the proceeds of the Loan and the commitments in respect of such Indebtedness shall have been terminated, and all Liens securing payment of any such Indebtedness shall have been released and the Lender shall have received all Uniform Commercial Code Form UCC-3 termination statements or other instruments (including customary payoff letters) as may be suitable or appropriate in connection therewith.
Payment of Outstanding Indebtedness, etc. Agent shall have received reasonably satisfactory evidence that all Indebtedness (other than any Indebtedness permitted under Section 8.1), together with all interest, all prepayment premiums and other amounts due and payable with respect thereto, will have been paid in full upon the making of the initial Loan and all obligations with respect thereto will, substantially concurrently with the making of the initial Loan, be terminated (other than contingent indemnification obligations), and payoff letters evidencing that all Liens securing payment of any such Indebtedness will substantially contemporaneously be released at the time of the making of the initial Loan, on terms and in a manner reasonably satisfactory to Agent; provided, that Agent shall have received fully executed and effective purchase agreements to repurchase up to $137,000,000 of the 2017 Senior Convertible Notes. In addition, Agent shall have received duly authorized release or termination statements, duly filed (or an authorization from all required Persons to file release or termination statements) in all jurisdictions that Agent deems necessary from any creditors of the Loan Parties being paid off on the Closing Date.
Payment of Outstanding Indebtedness, etc. All Indebtedness identified in Part 1 of Item 7.2.2(b) of the Disclosure Schedule, together with all interest, all prepayment premiums and other amounts due and payable with respect thereto, shall have been paid in full from the proceeds of the initial Credit Extension and the commitments in respect of such Indebtedness shall have been terminated, and all Liens securing payment of any such Indebtedness shall have been released and the Lead Arranger shall have received all Uniform Commercial Code Form UCC-3 termination statements or other instruments as may be suitable or appropriate in connection therewith.
Payment of Outstanding Indebtedness, etc. The Administrative Agent shall have received evidence that prior to or substantially concurrent with the funding of the Loans on the Closing Date, the Closing Date Refinancing shall have occurred.
Payment of Outstanding Indebtedness, etc. All Indebtedness of any Obligor (other than Indebtedness permitted by this Agreement) that is either for borrowed money or secured by any Lien, together with all interest, all prepayment premiums and other amounts due and payable with respect thereto, shall have been paid in full on the Closing Date, and the commitments in respect of such repaid Indebtedness shall have been terminated, and all Liens securing payment of any such Indebtedness shall have been released and the Agent shall have received all Uniform Commercial Code termination statements (Form UCC-3) and other executed instruments as may be required in connection therewith. After giving effect to the foregoing, the Obligors shall have no Indebtedness other than Indebtedness permitted by this Agreement.
Payment of Outstanding Indebtedness, etc. All Indebtedness identified in Item 7.2.2(b) ("Indebtedness to be Paid") of the Disclosure Schedule, together with all interest, all prepayment premiums and other amounts due and payable with respect thereto, shall have been paid in full (including, to the extent necessary, from proceeds of the Loan).
Payment of Outstanding Indebtedness, etc. All Indebtedness identified in Item 7.2.2(b) of the Disclosure Schedule (including all Indebtedness outstanding under the Existing Credit Agreement), together with all interest, all prepayment premiums and other amounts due and payable with respect thereto, shall have been paid in full from the proceeds of the initial Credit Extension and the commitments in respect of such Indebtedness (including all commitments under the Existing Credit Agreement) shall have been terminated, and all Liens securing payment of any such Indebtedness have been released; provided that nothing herein shall limit the requirements of the condition precedent set forth above in Section 5.1.4. The Administrative Agent shall have received such releases of all Liens (except Permitted Liens) securing payment of any such Indebtedness as may have been reasonably requested by the Administrative Agent, which releases shall be in form and substance reasonably satisfactory to the Agents. Without limiting the foregoing, there shall have been delivered (i) properly executed termination statements (Form UCC-3 or such other termination statements as shall be required by local law) for filing under the UCC of each jurisdiction where a financing statement (Form UCC-1 or the appropriate equivalent) was filed with respect to the Borrower and any of its Subsidiaries, or its predecessors in interest, in connection with any security interests created with respect to any Indebtedness listed on Item 7.2.2(b) of the Disclosure Schedule and the documentation related thereto, (ii) properly executed payoff letters with respect to any Indebtedness listed in Item 7.2.2(b) of the Disclosure Schedule, (iii) terminations of assignments of any security interest in, or Lien on, any patents, trademarks, copyrights or similar interests of the Borrower and any of its Subsidiaries, on which filings have been made to secure any Indebtedness listed on Item 7.2.2(b) of the Disclosure Schedule, (iv) terminations of all mortgages, leasehold mortgages and deeds of trust created with respect to property of Holdings, the Borrower and any of their respective Subsidiaries, or their respective predecessors in interest, in each case to secure the obligations under any Indebtedness listed on Item 7.2.2(b) of the Disclosure Schedule, all of which shall be in form and substance reasonably satisfactory to the Agents and (v) all collateral owned by the Borrower and any of its Subsidiaries in the possession of any agent, collateral agen...
Payment of Outstanding Indebtedness, etc. After giving effect to the transactions contemplated by this Agreement, no Obligor shall have outstanding any Indebtedness or preferred stock other than (i) with respect to the Revolving Loans, Letters of Credit and the Lender Guaranties hereunder, and (ii) the Indebtedness permitted under Section 8.2. The Lender shall have received payoff letters satisfactory in form and substance to the Lender with respect to any Indebtedness to be repaid on the Closing Date.
