Refinancing Transactions. The Agent shall be reasonably satisfied with the arrangements to consummate the Refinancing Transactions substantially concurrently with the initial credit extensions hereunder and to release all Liens securing the Existing Credit Agreement.
Refinancing Transactions. (a) Subject to the terms and conditions set forth herein, each Refinancing Term B Lender severally agrees to make a Refinancing Term B Loan to the Borrowers on the Second Amendment Effective Date in a principal amount equal to its Refinancing Term Commitment. The “Refinancing Term Commitment” of any Refinancing Term B Lender will be the amount set forth opposite such Refinancing Term B Lender’s name on Schedule 1 hereto. On the Second Amendment Effective Date, the proceeds of the Refinancing Term B Loans shall be applied to refinance in full the Existing Term B Loans (the “Refinancing”).
(b) Each Existing Term B Lender that executes and delivers a signature page to this Second Amendment (a “Consent”) under the “Cashless Settlement Option” (each such lender, a “Cashless Option Lender”) hereby agrees, on the Second Amendment Effective Date and on the terms and conditions set forth herein and in the Amended Credit Agreement, to exchange all (or such lesser amount as the Administrative Agent may allocate) of its Existing Term B Loans for Refinancing Term B Loans (which Existing Term B Loans shall thereafter no longer be deemed to be outstanding) under the Amended Credit Agreement, in the same aggregate principal amount as such Existing Term B Lender’s Existing Term B Loans under the Credit Agreement (or such lesser amount as the Administrative Agent may allocate; any such principal amount of Existing Term B Loans not allocated for exchange to Refinancing Term B Loans, the “Non-Allocated Term B Loans”), and such Existing Term B Lender shall thereafter be a Term B Lender under the Amended Credit Agreement. Each Term B Lender that shall not have executed a Consent hereto shall have its Existing Term B Loans repaid in full, and the Borrowers shall pay to each such Term B Lender all accrued and unpaid interest on, and premiums and fees related to, such Term B Lender’s Term B Loans to, but not including, the Second Amendment Effective Date and each Cashless Option Lender with Non- Allocated Term B Loans shall have its Non-Allocated Term B Loans outstanding immediately prior to the Second Amendment Effective Date repaid in full, and the Borrowers shall pay to each such Term B Lender all accrued and unpaid interest on, and premiums and fees related to, such Term B Lender’s Non-Allocated Term B Loans to, but not including, the Second Amendment Effective Date.
(c) Each Cashless Option Lender shall, effective on the Second Amendment Effective Date, automatically become p...
Refinancing Transactions. (a) Pursuant to the terms and subject to the conditions hereof, including Section 2.22
Refinancing Transactions. The Agent shall be reasonably satisfied with the arrangements to consummate the Refinancing Transactions, including (i) the purchase through the Tender Offer of the Repurchased Notes on the Closing Date and (ii) delivery on the Closing Date to the trustee under the 2020 Senior Notes Indenture of an irrevocable notice of redemption in respect of the Redeemed Notes.
Refinancing Transactions. The Refinancing Transactions shall have been consummated or shall be consummated substantially contemporaneously with the Borrowing and the Administrative Agent shall have received (i) a funds flow relating to the Refinancing Transactions and (ii) a payoff letter confirming the payment and release of Liens contemplated by the Refinancing Transactions.
Refinancing Transactions. (a) The Company has delivered to the Investor a true, correct and complete copy of the fully executed debt commitment letter dated as of the date of this Agreement (together with all exhibits, schedules and annexes thereto and all related letters and agreements (including fee and engagement letters), the “Debt Commitment Letter”), by and among the Company and the other parties thereto, providing for debt financing in an amount sufficient to refinance all Company Indebtedness on terms and conditions mutually agreed to by the Company and the Investor and set forth in the Debt Commitment Letter (such refinancing on such terms or on such other terms as are contemplated by Section 8.7(a), the “Refinancing”), and all related letters and agreements (including fee and engagement letters). As of the date of this Agreement, the Company covenants that the Debt Commitment Letter has not been amended or modified, no such amendment or modification is contemplated and the commitments contained therein have not been withdrawn or rescinded in any respect. Except as expressly set forth in the Debt Commitment Letter, the Company covenants that there are no conditions precedent to the obligations of the financing providers thereunder to provide the financing contemplated thereby or any contingencies that would permit such financing providers to reduce the total amount of such financing, including any condition or other contingency relating to the amount or availability of such financing pursuant to any “flex” provision. As of the date of this Agreement, the Company covenants that the Debt Commitment Letter, in the form so delivered, is in full force and effect and is a legal, valid and binding obligation of the Company, enforceable in accordance with its terms, and, to the knowledge of the Company, the other parties thereto, except that such enforceability (a) may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar Laws of general application affecting or relating to the enforcement of creditors’ rights generally; and (b) is subject to general principles of equity, whether considered in a proceeding at law or in equity. The Company does not have any reason to believe that it will be unable to satisfy on a timely basis all terms and conditions to be satisfied by it in the Debt Commitment Letter on or prior to the Initial Closing, nor does the Company have knowledge that any of the financing sources under the Debt Commitment L...
Refinancing Transactions. At the time of consummation thereof, each Refinancing Transaction shall have been consummated in accordance with the respective Refinancing Transaction Documents applicable thereto and in compliance with all applicable laws (including the Securities Act of 1933, Rule 14e-1 under the Exchange Act and all other Federal and state securities laws). At the time of consummation thereof, all consents and approvals of, and filings and registrations with, and all other actions in respect of, all Governmental Authorities required in order to consummate the Refinancing Transactions shall have been obtained, given, filed or taken and are or will be in full force and effect. All applicable waiting periods with respect to the Refinancing Transactions have expired without any action being taken by any competent Governmental Authority which restrains, prevents or imposes material adverse conditions upon the consummation of any such transaction. At the time of consummation thereof, there shall not exist any judgment, order or injunction prohibiting or imposing material adverse conditions on any of the Refinancing Transactions. The execution and delivery of the Refinancing Transaction Documents did not, and the consummation of the Refinancing Transactions will not, violate in any material respect any Requirement of Law, or result in a breach of, or constitute a default under, any Contractual Obligation affecting the Company or any of its Subsidiaries. None of the Refinancing Transaction Documents contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.
Refinancing Transactions. The Reissue Rate is available on mortgage policies issued on refinancing of property insured by an original owner’s policy which insured the title of the current mortgagor;
Refinancing Transactions. Except as otherwise agreed upon between all Lenders and the Borrowers, in case of consummation of a refinancing transaction, the Borrowers shall immediately prepay all Loans which have been made to them (and which are outstanding) and the Total Commitments shall be deemed cancelled upon consummation of such refinancing transaction.
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