Retained Debt. On or before the Closing Date, Sellers shall (a) (i) cause the Retained Debt (and all related notes, loan agreements, security agreements and related documents) to be assigned or otherwise transferred to a Seller or a third party designated by Sellers (other than the Company) or (ii) cause the Retained Debt to be fully paid and satisfied (including all accrued interest, prepayment penalties, early termination fees or other obligations), and (b) cause (i) all security interests in the collateral securing any of the Retained Debt and all related deeds of trust, as the same relates to the Business, to be released and terminated and (ii) all related UCC financing statements to be terminated.
Retained Debt. On or before the Closing Date, Sellers shall (a) (i) cause the Retained Debt (and all related notes, loan agreements, security agreements and related documents) to be assigned or otherwise transferred to a Seller or a third party designated by Sellers (other than an Acquired Company) or (ii) cause the Retained Debt to be fully paid and satisfied (including all accrued interest, prepayment penalties, early termination fees or other obligations), and (b) cause (i) all security interests in the collateral securing any of the Retained Debt and all related deeds of trust, as the same relates to the Acquired Interests, to be released and terminated and (ii) all related UCC financing statements to be terminated.
Retained Debt. At the Closing, Parent shall execute and deliver and shall cause each Transferee Subsidiary to execute and deliver, to Company such promissory notes as shall have an aggregate principal amount equal to the excess, if any, of (i) the indebtedness of Company outstanding on the Closing Date (the "Closing Date Debt Amount") over (ii) the Retained Debt Amount and as shall have such rates and maturities (including, without limitation, accelerated maturities resulting from default and voluntary and mandatory prepayments) as shall correspond, to each portion of debt underlying the indebtedness of Company on the Closing Date (the "Promissory Notes"); provided, however, that such interest and principal payment dates shall be adjusted to require payment by Parent, 30 days prior to the corresponding payment dates on the underlying debt, of an amount which, including amounts assured to be earned by Authority while such funds are held by it, will be sufficient to make the corresponding payments. The aggregate excess principal amount shall be allocated to each Promissory Note on a pro rata basis such that the ratio of (x) the principal amount of each Promissory Note to (y) the aggregate excess principal amount shall correspond to the ratio of (A) the principal amount of the corresponding underlying portion of debt to (B) the Closing Date Debt Amount. The Closing Date Debt Amount shall, for the purpose of calculating the aggregate principal amount of such Promissory Notes, be the amount set forth in a certificate signed by the Chief Financial Officer of Company and delivered to Parent and Authority on the Closing Date. Such amount shall be reviewed by E&Y in accordance with Section 2.1(d)(iii) and the actual amount thereof shall be set forth in the Statement. The actual amount shall be subject to review by Price Waterhouse, in accordance with the procedures set forth in Section 2.1(d)(iv), with any disagreements being resolved in accordance with the procedures set forth in Section 2.1(d)(v). Upon the final determination of such amount, the Promissory Notes shall be adjusted on a pro rata basis to reflect the principal amount so determined.
Retained Debt. The Partnership shall maintain debt to which the Hotel is subject on the date of acquisition or replace such debt in an amount no less than $60 million from the existing lenders or Managing Member's existing lenders or such other lenders as Managing Member may elect. Any such debt shall be guaranteed by Managing Member, and provided Associates meets the necessary requirements for allocation of such debt pursuant to Section 752 of the Code, which Associates shall be permitted to do in any manner as determined by Associates, including without limitation providing a guaranty for all or any part of such debt (such portion to be determined by Associates), or indemnifying the Managing Member with respect to its guaranty of the debt (or a portion thereof at the election of Associates) during the Protection Period the debt shall be allocated to Associates for all purposes pursuant to Section 752 of the Code or any successor provision of the Code, and the amount of the debt to be guaranteed or indemnified shall not be prepaid (unless replaced) during the Protection Period. Alternatively, Associates, at its option, may agree to restore a negative balance existing in its Capital Account at any time.
Retained Debt. 53 Execution Copy
Retained Debt. On or before the Closing Date, the AMCI Parties shall (a) (i) cause the Retained Debt (and all related notes, loan agreements, security agreements and related documents) to be assigned or otherwise transferred to an AMCI Party or a third party designated by the AMCI Parties or (ii) fully pay and satisfy all Retained Debt (including all accrued interest), and (b) deliver to the FRC Parties evidence, reasonably satisfactory to the FRC Parties, that (i) all security interests in the collateral securing any of the Retained Debt and all related deeds of trust, as the same relates to the Contributed Interests, has been or will be released and terminated and (ii) all related UCC financing statements have been, or will be, not later than the Business Day following the Closing Date, terminated. On or before the Closing Date, the AMCI Parties shall also release certain deeds of trust, including, without limitation, those listed on Schedule 6.14 that relate to the Contributed Interests but are not related to the Retained Debt.
Retained Debt. Upon satisfaction of the condition set forth in clause (ii) of Section 5.2(d), no default or event of default shall exist under any of the agreements set forth in Section 5.2(d)(ii) of the Debtor Disclosure Schedule. -28-
