Repayment of Prior Lender Obligations; Satisfaction of Outstanding L/Cs. (i) Agent shall have received a fully executed original of a pay-off letter reasonably satisfactory to Agent confirming that all of the Prior Lender Obligations will be repaid in full from the proceeds of the initial Revolving Credit Advance and all Liens upon any of the property of Borrowers or any of their Subsidiaries in favor of Prior Lender shall be terminated by Prior Lender immediately upon such payment; and (ii) all letters of credit issued or guaranteed by Prior Lender shall have been cash collateralized, supported by a guaranty of Agent or supported by a Letter of Credit issued pursuant to Annex B, as mutually agreed upon by Agent, Borrowers and Prior Lender.
Repayment of Prior Lender Obligations; Satisfaction of Outstanding L/Cs. (i) Agent shall have received a fully executed pay-off letter reasonably satisfactory to Agent confirming that all Prior Indebtedness and other obligations owing by any Credit Party to each Prior Lender will be repaid in full from the proceeds of the Term Loan and the SCP Term Loan and that all Liens upon any of the Property of the Credit Parties or any of their Subsidiaries in favor of any Prior Lender shall be terminated by such Prior Lender immediately upon such payment; and (ii) all letters of credit issued or guaranteed by any Prior Lender shall have been cash collateralized or supported by a Letter of Credit Issued pursuant hereto, as mutually agreed upon by Agent, the Borrower and Prior Lender;
Repayment of Prior Lender Obligations; Satisfaction of Outstanding L/Cs. (i) Agent shall have received fully executed pay-off letters reasonably satisfactory to Agent respecting the amounts necessary to repay in full all of the obligations of any Credit Party to Prior Lender and confirming that all Liens upon any of the Property of the Credit Parties or any of their Subsidiaries in favor of Prior Lender shall be terminated upon receipt of such payment; and (ii) all letters of credit issued or guaranteed by Prior Lender shall have been cash collateralized, or supported by a Letter of Credit Issued pursuant hereto, as mutually agreed upon by Agent, the Borrower and Prior Lender.
Repayment of Prior Lender Obligations; Satisfaction of Outstanding L/Cs. (i) Agent and Lenders shall have received fully executed originals of pay-off letters reasonably satisfactory to Agent confirming that all of the Prior Lender Obligations will be repaid in full from the proceeds of the Additional Term Loan and all Liens upon any of the property of any of the Country Road Entities in favor of any Prior Lender shall be terminated by such Prior Lender immediately upon such payment; and (ii) all letters of credit, if any, issued or guaranteed by any Prior Lender shall have been cash collateralized.
Repayment of Prior Lender Obligations; Satisfaction of Outstanding L/Cs. (i) US Agent shall have received a fully executed pay-off letter reasonably satisfactory to US Agent confirming that all obligations owing by any Credit Party to Prior Lenders will be repaid in full from the proceeds of the initial Loans and Second Lien Notes and all Liens upon any of the Property of the Credit Parties or any of their Subsidiaries in favor of Prior Lenders shall be terminated by Prior Lenders immediately upon such payment; and (ii) all letters of credit issued or guaranteed by Prior Lenders shall have been cash collateralized, or supported by a Letter of Credit issued pursuant hereto;
Repayment of Prior Lender Obligations; Satisfaction of Outstanding L/Cs. (i) The Administrative Agent shall have received a fully executed pay-off letter reasonably satisfactory to the Agents confirming that all obligations owing by any Credit Party to Prior Lender will be repaid in full from the proceeds of the initial Loans and all Liens upon any of the Property of the Credit Parties or any of their Subsidiaries in favor of Prior Lender shall be terminated by Prior Lender immediately upon such payment; (ii) all letters of credit issued or guaranteed by Prior Lender shall have been cash collateralized, or supported by a Letter of Credit Issued pursuant hereto, as mutually agreed upon by the Agents, the Borrower and Prior Lender; and (iii) substantially concurrently with the initial funding hereunder, all such obligations shall be so repaid in full, all such Liens shall be so terminated and all such letters of credit shall be so cash collateralized or supported;
Repayment of Prior Lender Obligations; Satisfaction of Outstanding L/Cs. (i) Agent shall have received evidence satisfactory to Agent that all of the Prior Lender Obligations have been repaid in full by the Borrowers and all Liens upon any of the property of Borrowers or any of their Subsidiaries in favor of the Prior Agent have been terminated; and (ii) all letters of credit issued or guaranteed under the Prior Credit Agreement shall have been terminated, cash collateralized, or supported by a Letter of Credit issued pursuant to Annex B, as mutually agreed upon by Agent, Borrowers and Prior Agent.
Repayment of Prior Lender Obligations; Satisfaction of Outstanding L/Cs. Agent shall have received a fully executed pay-off letter reasonably satisfactory to Agent confirming that all obligations owing by any Credit Party to Prior Lender have been repaid in full and all Liens upon any of the Property of the Credit Parties or any of their Subsidiaries in favor of Prior Lender have been terminated by Prior Lender;
Repayment of Prior Lender Obligations; Satisfaction of Outstanding L/Cs. Agent shall have received a fully executed original of a pay-off letter reasonably satisfactory to Agent confirming that all of the Prior Lender Obligations will be repaid in full from the proceeds of the initial Revolving Credit Advance and all Liens upon any of the property of Borrower or any of its Subsidiaries in favor of Prior Lender shall be terminated by Prior Lender immediately upon such payment; and (ii) all Existing Letters of Credit guaranteed by Prior Lender shall have been supported by a guaranty of Agent pursuant to the L/C Assignment (and Agent shall have received a fully executed original copy thereof in form and substance satisfactory to Agent), or shall have otherwise been cash collateralized, supported by a guaranty of Agent or supported by a Letter of Credit issued pursuant to Annex B, as mutually agreed upon by Agent, Borrower and Prior Lender. Approvals. Agent shall have received (i) satisfactory evidence that the Credit Parties have obtained all required consents and approvals of all Persons including all requisite Governmental Authorities, to the execution, delivery and performance of this Agreement and the other Loan Documents and the consummation of the Related Transactions or (ii) an officer's certificate in form and substance reasonably satisfactory to Agent affirming that no such consents or approvals are required. Opening Availability. The Eligible Inventory supporting the initial Revolving Credit Advance and the initial Letter of Credit Obligations incurred and the amount of the Reserves to be established on the Closing Date shall be sufficient in value, as determined by Agent, to provide Borrower with Borrowing Availability, after giving effect to the initial Revolving Credit Advance and the incurrence of any initial Letter of Credit Obligations (on a pro forma basis, with trade payables being paid currently, and expenses and liabilities being paid in the ordinary course of business and without acceleration of sales), of at least $17,000,000. Payment of Fees. Borrower shall have paid the Fees required to be paid on the Closing Date in the respective amounts specified in Section 1.9 (including the Fees specified in the GE Capital Fee Letter and the CIT Fee Letter), and shall have reimbursed Agent for all fees, costs and expenses of closing presented as of the Closing Date.
Repayment of Prior Lender Obligations; Satisfaction of Outstanding L/Cs. On or before July 7, 2006 (i) Agent shall have received evidence satisfactory to Agent confirming that all of the agreements evidencing the Prior Lender Obligations and all Liens upon any of the property of the Credit Parties or any of their Subsidiaries in favor of Prior Lender, in each case, have been terminated by Prior Lender; and (ii) all letters of credit issued or guaranteed by Prior Lender shall have been terminated or shall have expired in accordance with their terms. During the period from the Closing Date until July 7, 2006, the Credit Parties agree that, other than the Prior Lender Obligations in existence on the Closing Date, no further or additional Prior Lender Obligations shall be incurred.
