Common use of Amendment and Restatement; Borrowings on Effective Date Clause in Contracts

Amendment and Restatement; Borrowings on Effective Date. (a) Each of the parties hereto irrevocably agrees that each of the following shall occur on the Effective Date, immediately after the effectiveness of the transactions described in Section 3, without the satisfaction of any additional conditions or any further actions of any party hereto; provided that for the purposes of Section 4(a)(i)(A), only the parties to the Credit Agreement (including the Term Lenders) shall agree to such amendment and restatement and, for the purposes of Section 4(a)(i)(B) only the Collateral Agent and each Credit Party shall agree to such amendment and restatement: (A) The Credit Agreement (including the Schedules and Exhibits thereto) shall be amended and restated to read as set forth in Exhibit B attached hereto (including the Schedules and Exhibits attached to such Exhibit B) and (B) the Master Guarantee and Collateral Agreement (including the Schedules and Exhibits thereto) shall be amended and restated to read as set forth in Exhibit C attached hereto (including the Schedules and Exhibits attached to such Exhibit C), and the New Administrative Agent is hereby directed to enter into such Credit Documents and to take such other actions as may be required to give effect to the transactions contemplated hereby. (ii) On the Effective Date and immediately following the effectiveness of the Restated Credit Agreement, JPMCB shall sell and assign, without recourse and without any further action required on the part of any party, to each lender set forth in Schedule 3 hereto (each, an “Assignee”), and each Assignee shall purchase and assume, without recourse and without any further action required on its part, from JPMCB effective as of the Effective Date, the amounts of JPMCB’s ABT Commitment set forth in Schedule 3 and all related rights, interests and obligations under the Restated Credit Agreement, the Restated MGCA (including, without limitation, the rights, interests and obligations under Section 9.15 of the Restated Credit Agreement and Section 11.16 of the Restated MGCA) and any other documents or instruments delivered pursuant thereto (the rights and obligations sold and assigned pursuant hereto being referred to herein collectively as the “Assigned Interest”). Each Assignee hereby acknowledges receipt of a copy of the Restated Credit Agreement. From and after the Effective Date (A) each Assignee shall be a party to and be bound by the provisions of the Restated Credit Agreement and, to the extent of the interests assigned by this paragraph (a)(ii), have the rights and obligations of an ABT Lender thereunder and (B) JPMCB shall, to the extent of the interests assigned by this Section, relinquish its rights and be released from its obligations under the Restated Credit Agreement. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Amendment Agreement as if set forth herein in full. The Credit Parties consent to each assignment pursuant to this paragraph (iii). The parties agree that (A) no recordation fee shall be payable with respect to the foregoing assignments and (B) this Amendment Agreement shall be an approved form of Assignment and Acceptance for purposes of the Restated Credit Agreement. (iii) Notwithstanding any provision of this Amendment Agreement, the provisions of Sections 2.12, 2.13, 2.14 and 9.03 of the Pre-Restatement Credit Agreement, as in effect immediately prior to the Effective Date, will continue to be effective as to all matters arising out of or in any way related to facts or events existing or occurring prior to the Effective Date for the benefit of the Lenders, including each Lender under the Pre-Restatement Credit Agreement that will not be a Lender under the Restated Credit Agreement. (iv) Immediately following the transactions provided for in paragraph (ii) above, (A) each GDTG Lender shall extend credit to GDTG and GDTG shall borrow, one or more GDTG Loans denominated in Euro in an aggregate principal amount equal to the aggregate principal amount of Daylight GDTG Loans provided to GDTG by such GDTG Lender in its capacity as a Daylight GDTG Lender and (B) each Term Lender shall extend credit to each of Goodyear KG and Dunlop KG and each of Goodyear KG and Dunlop KG shall borrow, one or more Term Loans denominated in Euro in an aggregate principal amount equal to the aggregate principal amount of Daylight Term Loans provided to each of Goodyear KG and Dunlop KG by such Term Lender in its capacity as a Daylight Term Loan Lender. Such Revolving Loans and such Term Loans shall have the initial Interest Periods and be of the Types set forth in Schedule 4. Each of GDTG, Goodyear KG and Dunlop KG irrevocably directs that the borrowings set forth in paragraphs (a)(iv)(A) and (B) be applied directly to prepay in full (and be netted against) Daylight GDTG Loans and Daylight Term Loans, as applicable, extended to it.

Amendment and Restatement; Borrowings on Effective Date. (a) Each of the parties hereto irrevocably agrees that each of the following shall occur on the Effective Date, immediately after the effectiveness of the transactions described in Section 3, without the satisfaction of any additional conditions or any further actions of any party hereto; provided that for the purposes of Section 4(a)(i)(A4(i)(A), only the parties to the Credit Agreement (including the Term Lenders) shall agree to such amendment and restatement restatement, and, for the purposes of Section 4(a)(i)(B) 4(i)(B), only the Collateral Agent and each Credit Party shall agree to such amendment and restatementamendment: (A) The Credit Agreement (including the Schedules and Exhibits thereto) shall be amended and restated to read as set forth in Exhibit B attached hereto (including the Schedules and Exhibits attached to such Exhibit B) and (B) the Master Guarantee and Collateral Agreement (including the Schedules and Exhibits thereto) shall be amended as follows: (1) Section 3.03(c) is hereby deleted and restated to read replaced with the provision contained in Annex 2 hereto. (2) Section 3.03(d) is hereby deleted and replaced with the provision contained in Annex 3 hereto. (3) Section 11.13(b) is hereby amended by inserting immediately after the phrase “a Subsidiary shall automatically be released from its obligations as set forth a Grantor or Guarantor hereunder and under each Security Document” the phrase “and from all its other subrogation and indemnity obligations arising (whether by law or otherwise) in Exhibit C attached hereto (including the Schedules and Exhibits attached to such Exhibit C), and the respect of this Agreement or any other Credit Document or any payment made or other action taken under or in respect hereof or thereof”. The New Administrative Agent is hereby directed to enter into such Credit Documents and to take such other actions as may be required to give effect to the transactions contemplated hereby. (ii) Upon the effectiveness of the Restated Credit Agreement, JPMCB will be the holder of all the Commitments. JPMCB, as the Lender holding all the Commitments, irrevocably authorizes the Collateral Agent to take all the actions set forth in Schedule 3 and any and all such other actions as the Collateral Agent shall deem necessary or advisable in connection with any security interest granted under the Security Documents in any Collateral and the rights of any Secured Party in respect thereof. (iii) On the Effective Date and immediately following the effectiveness of the Restated Credit Agreement, JPMCB (the “Assignor”) shall sell and assign, without recourse and without any further action required on the part of any party, to each lender set forth in Schedule 3 4 hereto (each, an “Assignee”), and each Assignee shall purchase and assume, without recourse and without any further action required on its part, from JPMCB effective as of the Effective Date, the amounts of JPMCB’s ABT Commitment and German Commitment set forth in Schedule 3 4 and all related rights, interests and obligations under the Restated Credit Agreement, the Restated Amended MGCA (including, without limitation, the rights, interests and obligations under Section 9.15 of the Restated Credit Agreement and Section 11.16 of the Restated Amended MGCA) and any other documents or instruments delivered pursuant thereto (the rights and obligations sold and assigned pursuant hereto being referred to herein collectively as the “Assigned Interest”). Each Assignee hereby acknowledges receipt of a copy of the Restated Credit Agreement. From and after the Effective Date (A) each Assignee shall be a party to and be bound by the provisions of the Restated Credit Agreement and, to the extent of the interests assigned by this paragraph (a)(iiiii), have the rights and obligations of an ABT Lender and German Lender thereunder and (B) JPMCB shall, to the extent of the interests assigned by this Section, relinquish its rights and be released from its obligations under the Restated Credit Agreement. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference into this paragraph (iii) and made a part of this Amendment Agreement as if set forth herein in this paragraph (iii) in full. The Credit Parties consent to each assignment pursuant to this paragraph (iii). The parties agree that (AI) no recordation fee shall be payable with respect to the foregoing assignments and (BII) this Amendment Agreement shall be an approved form of Assignment and Acceptance Assumption for purposes of the Restated Credit Agreement. (iiiiv) Notwithstanding any provision of this Amendment Agreement, the provisions of Sections 2.12, 2.13, 2.14 and 9.03 of the Pre-Restatement Credit Agreement, as in effect immediately prior to the Effective Date, will continue to be effective as to all matters arising out of or in any way related to facts or events existing or occurring prior to the Effective Date for the benefit of the Lenders, including each Lender under the Pre-Restatement Credit Agreement that will not be a Lender under the Restated Credit Agreement. (ivv) Immediately In the event there are any Daylight Loans, immediately following the transactions provided for in paragraph (ii) above, (A) each GDTG Lender shall extend credit make to GDTG the European J.V. and GDTG the European J.V. shall borrow, one or more GDTG Loans denominated in Euro in an aggregate principal amount equal requested pursuant to a Borrowing Request delivered by the European J.V. to the aggregate principal amount of Daylight GDTG Loans provided to GDTG by such GDTG Lender in its capacity as a Daylight GDTG Lender and (B) each Term Lender shall extend credit to each of Goodyear KG and Dunlop KG and each of Goodyear KG and Dunlop KG shall borrow, one or more Term Loans denominated in Euro in an aggregate principal amount equal Existing Administrative Agent prior to the aggregate principal amount of Daylight Term Loans provided to each of Goodyear KG and Dunlop KG by such Term Lender in its capacity as a Daylight Term Loan Lenderdate hereof. Such Revolving Loans and such Term Loans shall have the initial Interest Periods and be of the Types set forth in Schedule 45. Each of GDTG, Goodyear KG and Dunlop KG The European J.V. irrevocably directs that the borrowings set forth in paragraphs this paragraph (a)(iv)(A) and (B) v), if any, be applied directly to prepay in full (and be netted against) Daylight GDTG Loans and Daylight Term Loans, as applicable, extended to it, with any excess being delivered in accordance with such Borrowing Request.

Amendment and Restatement; Borrowings on Effective Date. (a) Each of the parties hereto irrevocably agrees that each of the following shall occur on the Effective Date, immediately after the effectiveness of the transactions described in Section 3, without the satisfaction of any additional conditions or any further actions of any party hereto; provided that for the purposes of Section 4(a)(i)(A4(i)(A), only the parties to the Existing Credit Agreement (including after giving effect to the Term Lenderstransactions set forth in Section 3) shall agree to such amendment and restatement restatement, and, for the purposes of Section 4(a)(i)(B) 4(i)(B), only the Collateral Agent and each Credit Party shall agree to such amendment and restatementamendment: (A) The Existing Credit Agreement (including the Schedules and Exhibits thereto) shall be amended and restated to read as set forth in Exhibit B attached hereto (including the Schedules and Exhibits attached to such Exhibit B) and (B) the Master Guarantee and Collateral Agreement (including the Schedules and Exhibits thereto) shall be amended as follows: (1) Section 3.03(c) is hereby deleted and restated to read as set forth replaced with the provision contained in Exhibit C attached hereto (including the Schedules and Exhibits attached to such Exhibit C), and the New Annex 2 hereto. The Administrative Agent is hereby xxxxxx directed to enter into such Credit Documents and to take such other actions as may be required to give effect to the transactions contemplated hereby. (ii) Upon the effectiveness of the Restated Credit Agreement, JPMCB will be the holder of all the Commitments and shall be deemed to be the sole Issuing Bank. JPMCB, as the Lender holding all the Commitments, irrevocably authorizes the Collateral Agent to take all the actions set forth in Schedule 2 and any and all such other actions as the Collateral Agent shall deem necessary or advisable in connection with any security interest granted under the Security Documents in any Collateral and the rights of any Secured Party in respect thereof. (iii) On the Effective Date and immediately following the effectiveness of the Restated Credit Agreement, JPMCB (the “Assignor”) shall sell and assign, without recourse and without any further action required on the part of any party, to each lender set forth in Schedule 3 hereto (each, an “Assignee”), and each Assignee shall purchase and assume, without recourse and without any further action required on its part, from JPMCB effective as of the Effective Date, the amounts of JPMCB’s ABT Commitment and German Commitment set forth in Schedule 3 and all related rights, interests and obligations under the Restated Credit Agreement, the Restated Amended MGCA (including, without limitation, the rights, interests and obligations under Section 9.15 of the Restated Credit Agreement and Section 11.16 of the Restated Amended MGCA) and any other documents or instruments delivered pursuant thereto (the rights and obligations sold and assigned pursuant hereto being referred to herein collectively as the “Assigned Interest”). Each Assignee hereby acknowledges receipt of a copy of the Restated Credit Agreement. From and after the Effective Date (A) each Assignee shall be a party to and be bound by the provisions of the Restated Credit Agreement and, to the extent of the interests assigned by this paragraph (a)(iiiii), have the rights and obligations of an ABT Xxxxxx and German Lender thereunder and (B) JPMCB shall, to the extent of the interests assigned by this Sectionparagraph (iii), relinquish its rights and be released from its obligations under the Restated Credit Agreement. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference into this paragraph (iii) and made a part of this Amendment Agreement as if set forth herein in this paragraph (iii) in full. The Credit Parties consent to each assignment pursuant to this paragraph (iii). The parties agree that (AI) no recordation fee shall be payable with respect to the foregoing assignments and (BII) this Amendment Agreement shall be an approved form of Assignment and Acceptance Assumption for purposes of the Restated Credit Agreement. For the avoidance of doubt, upon the assignment of the Assigned Interest by JPMCB, [[5884640]] each Lender designated as an Issuing Bank in the Restated Credit Agreement shall be an Issuing Bank, and JPMCB shall cease to be deemed the sole Issuing Bank. (iiiiv) Notwithstanding any provision of this Amendment Agreement, the provisions of Sections 2.12, 2.13, 2.14 and 9.03 of the Pre-Restatement Existing Credit Agreement, as in effect immediately prior to the Effective Date, will continue to be effective as to all matters arising out of or in any way related to facts or events existing or occurring prior to the Effective Date for the benefit of the Lenders, including each Lender under the Pre-Restatement Existing Credit Agreement that will not be a Lender under the Restated Credit Agreement. (ivv) Immediately In the event there are any Daylight Loans, immediately following the transactions provided for in paragraph (ii) above, (A) each GDTG Lender shall extend credit make to GDTG GEBV and GDTG GEBV shall borrow, one or more GDTG Loans denominated in Euro in an aggregate principal amount equal requested pursuant to a Borrowing Request delivered by GEBV to the aggregate principal amount of Daylight GDTG Loans provided to GDTG by such GDTG Lender in its capacity as a Daylight GDTG Lender and (B) each Term Lender shall extend credit to each of Goodyear KG and Dunlop KG and each of Goodyear KG and Dunlop KG shall borrow, one or more Term Loans denominated in Euro in an aggregate principal amount equal Administrative Agent prior to the aggregate principal amount of Daylight Term Loans provided to each of Goodyear KG and Dunlop KG by such Term Lender in its capacity as a Daylight Term Loan Lenderdate hereof. Such Revolving Loans and such Term Loans Loans, in each case, shall have the initial Interest Periods Periods, be denominated in the currency and be of the Types Class, Type and aggregate amount set forth in Schedule 4, as applicable. Each of GDTG, Goodyear KG and Dunlop KG GEBV irrevocably directs that the borrowings set forth in paragraphs this paragraph (a)(iv)(A) and (B) v), if any, be applied directly to prepay in full (and be netted against) Daylight GDTG Loans and Daylight Term Loans, as applicable, extended to it, with any excess being delivered in accordance with such Borrowing Request.

Amendment and Restatement; Borrowings on Effective Date. (a) Each of the parties hereto irrevocably agrees that each of the following shall occur on the Effective Date, immediately after the effectiveness of the transactions described in Section 3, without the satisfaction of any additional conditions or any further actions of any party hereto; provided that for the purposes of Section 4(a)(i)(A4(i)(A), only the parties to the Credit Agreement (including the Term Lenders) shall agree to such amendment and restatement and, for the purposes of Section 4(a)(i)(B4(i)(B) only the Collateral Agent and each Credit Party shall agree to such amendment and restatement: (A) The Credit Agreement (including the Schedules and Exhibits thereto) shall be amended and restated to read as set forth in Exhibit B attached hereto (including the Schedules and Exhibits attached to such Exhibit B) and (B) the Master Guarantee and Collateral Agreement (including the Schedules and Exhibits thereto) shall be amended as follows: (1) Section 3.03(d) is hereby deleted and restated replaced with the provision contained in Annex 2 hereto. (2) Article IV is hereby amended by replacing in clause (i) thereof the phrase “the provisions of Section 5.03” with the phrase “the provisions of Section 5.03 of this Agreement and of Section 7.04 of the Credit Agreement”. (3) Section 11.13 is hereby amended by (a) replacing in each of paragraph (b) and (c) thereof the phrase “Subject to read as set forth paragraph (d) below” with the phrase “Subject to paragraph (e) below”; and (b) replacing in Exhibit C attached hereto paragraph (including e) thereof the Schedules and Exhibits attached to such Exhibit Cphrase “Notwithstanding paragraph (b) or (c) above” with the phrase “Notwithstanding paragraph (b), and the (c) or (d) above”. The New Administrative Agent is hereby directed to enter into such Credit Documents and to take such other actions as may be required to give effect to the transactions contemplated hereby. (ii) Upon the effectiveness of the Restated Credit Agreement, JPMCB will be the holder of all the Revolving Commitments. JPMCB, as the Lender holding all the Commitments, irrevocably authorizes the Collateral Agent to take all the actions set forth in Schedule 3 and any and all such other actions as the Collateral Agent shall deem necessary or advisable in connection with any security interest in any Collateral and the rights of any Secured Party in respect thereof. (iii) On the Effective Date and immediately following the effectiveness of the Restated Credit Agreement, JPMCB (the “Assignor”) shall sell and assign, without recourse and without any further action required on the part of any party, to each lender set forth in Schedule 3 4 hereto (each, an “Assignee”), and each Assignee shall purchase and assume, without recourse and without any further action required on its part, from JPMCB effective as of the Effective Date, the amounts of JPMCB’s ABT Commitment and German Commitment set forth in Schedule 3 4 and all related rights, interests and obligations under the Restated Credit Agreement, the Restated Amended MGCA (including, without limitation, the rights, interests and obligations under Section 9.15 of the Restated Credit Agreement and Section 11.16 of the Restated Amended MGCA) and any other documents or instruments delivered pursuant thereto (the rights and obligations sold and assigned pursuant hereto being referred to herein collectively as the “Assigned Interest”). Each Assignee hereby acknowledges receipt of a copy of the Restated Credit Agreement. From and after the Effective Date (A) each Assignee shall be a party to and be bound by the provisions of the Restated Credit Agreement and, to the extent of the interests assigned by this paragraph (a)(iiiii), have the rights and obligations of an ABT Lender and German Lender thereunder and (B) JPMCB shall, to the extent of the interests assigned by this Section, relinquish its rights and be released from its obligations under the Restated Credit Agreement. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference into this paragraph (iii) and made a part of this Amendment Agreement as if set forth herein in this paragraph (iii) in full. The Credit Parties consent to each assignment pursuant to this paragraph (iii). The parties agree that (AI) no recordation fee shall be payable with respect to the foregoing assignments and (BII) this Amendment Agreement shall be an approved form of Assignment and Acceptance for purposes of the Restated Credit Agreement. (iiiiv) Notwithstanding any provision of this Amendment Agreement, the provisions of Sections 2.12, 2.13, 2.14 and 9.03 of the Pre-Restatement Credit Agreement, as in effect immediately prior to the Effective Date, will continue to be effective as to all matters arising out of or in any way related to facts or events existing or occurring prior to the Effective Date for the benefit of the Lenders, including each Lender under the Pre-Restatement Credit Agreement that will not be a Lender under the Restated Credit Agreement. (ivv) Immediately following the transactions provided for in paragraph (ii) above, (A) each GDTG Lender shall extend credit make to GDTG the European J.V. and GDTG the European J.V. shall borrow, one or more GDTG Loans denominated in Euro in an aggregate principal amount equal requested pursuant to the aggregate principal amount of Daylight GDTG Loans provided to GDTG Borrowing Request, dated April 15, 2011, delivered by such GDTG Lender in its capacity as a Daylight GDTG Lender and (B) each Term Lender shall extend credit to each of Goodyear KG and Dunlop KG and each of Goodyear KG and Dunlop KG shall borrow, one or more Term Loans denominated in Euro in an aggregate principal amount equal the European J.V. to the aggregate principal amount of Daylight Term Loans provided to each of Goodyear KG and Dunlop KG by such Term Lender in its capacity as a Daylight Term Loan LenderExisting Administrative Agent. Such Revolving Loans and such Term Loans shall have the initial Interest Periods and be of the Types set forth in Schedule 45. Each of GDTG, Goodyear KG and Dunlop KG The European J.V. irrevocably directs that the borrowings set forth in paragraphs this paragraph (a)(iv)(A) and (Bv) be applied directly to prepay in full (and be netted against) Daylight GDTG Loans and Daylight Term Loans, as applicable, extended to it, with any excess being delivered in accordance with such Borrowing Request.

Amendment and Restatement; Borrowings on Effective Date. (a) Each of the parties hereto irrevocably agrees that each of the following shall occur on the Effective Date, immediately after the effectiveness of the transactions described in Section 3, without the satisfaction of any additional conditions or any further actions of any party hereto; provided that for the purposes of Section 4(a)(i)(A4(i)(A), only the parties to the Credit Agreement (including the Term Lenders) shall agree to such amendment and restatement restatement, and, for the purposes of Section 4(a)(i)(B) 4(i)(B), only the Collateral Agent and each Credit Party shall agree to such amendment and restatementamendment: (A) The Credit Agreement (including the Schedules and Exhibits thereto) shall be amended and restated to read as set forth in Exhibit B attached hereto (including the Schedules and Exhibits attached to such Exhibit B) and (B) the Master Guarantee and Collateral Agreement (including the Schedules and Exhibits thereto) shall be amended as follows: (1) Section 3.03(c) is hereby deleted and restated to read as set forth replaced with the provision contained in Exhibit C attached hereto (including the Schedules and Exhibits attached to such Exhibit C), and the Annex 2 hereto. The New Administrative Agent is hereby directed to enter into such Credit Documents and to take such other actions as may be required to give effect to the transactions contemplated hereby. (ii) Upon the effectiveness of the Restated Credit Agreement, JPMCB will be the holder of all the Commitments. JPMCB, as the Lender holding all the Commitments, irrevocably authorizes the Collateral Agent to take all the actions set forth in Schedule 2 and any and all such other actions as the Collateral Agent shall deem necessary or advisable in connection with any security interest granted under the Security Documents in any Collateral and the rights of any Secured Party in respect thereof. (iii) On the Effective Date and immediately following the effectiveness of the Restated Credit Agreement, JPMCB (the “Assignor”) shall sell and assign, without recourse and without any further action required on the part of any party, to each lender set forth in Schedule 3 hereto (each, an “Assignee”), and each Assignee shall purchase and assume, without recourse and without any further action required on its part, from JPMCB effective as of the Effective Date, the amounts of JPMCB’s ABT Commitment and German Commitment set forth in Schedule 3 and all related rights, interests and obligations under the Restated Credit Agreement, the Restated Amended MGCA (including, without limitation, the rights, interests and obligations under Section 9.15 of the Restated Credit Agreement and Section 11.16 of the Restated Amended MGCA) and any other documents or instruments delivered pursuant thereto (the rights and obligations sold and assigned pursuant hereto being referred to herein collectively as the “Assigned Interest”). Each Assignee hereby acknowledges receipt of a copy of the Restated Credit Agreement. From and after the Effective Date (A) each Assignee shall be a party to and be bound by the provisions of the Restated Credit Agreement and, to the extent of the interests assigned by this paragraph (a)(iiiii), have the rights and obligations of an ABT Lender and German Lender thereunder and (B) JPMCB shall, to the extent of the interests assigned by this Section, relinquish its rights and be released from its obligations under the Restated Credit Agreement. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference into this paragraph (iii) and made a part of this Amendment Agreement as if set forth herein in this paragraph (iii) in full. The Credit Parties consent to each assignment pursuant to this paragraph (iii). The parties agree that (AI) no recordation fee shall be payable with respect to the foregoing assignments and (BII) this Amendment Agreement shall be an approved form of Assignment and Acceptance Assumption for purposes of the Restated Credit Agreement. (iiiiv) Notwithstanding any provision of this Amendment Agreement, the provisions of Sections 2.12, 2.13, 2.14 and 9.03 of the Pre-Restatement Credit Agreement, as in effect immediately prior to the Effective Date, will continue to be effective as to all matters arising out of or in any way related to facts or events existing or occurring prior to the Effective Date for the benefit of the Lenders, including each Lender under the Pre-Restatement Credit Agreement that will not be a Lender under the Restated Credit Agreement. (ivv) Immediately In the event there are any Daylight Loans, immediately following the transactions provided for in paragraph (ii) above, (A) each GDTG Lender shall extend credit make to GDTG GEBV and GDTG GEBV shall borrow, one or more GDTG Loans denominated in Euro in an aggregate principal amount equal requested pursuant to a Borrowing Request delivered by GEBV to the aggregate principal amount of Daylight GDTG Loans provided to GDTG by such GDTG Lender in its capacity as a Daylight GDTG Lender and (B) each Term Lender shall extend credit to each of Goodyear KG and Dunlop KG and each of Goodyear KG and Dunlop KG shall borrow, one or more Term Loans denominated in Euro in an aggregate principal amount equal Existing Administrative Agent prior to the aggregate principal amount of Daylight Term Loans provided to each of Goodyear KG and Dunlop KG by such Term Lender in its capacity as a Daylight Term Loan Lenderdate hereof. Such Revolving Loans and such Term Loans shall have the initial Interest Periods and be of the Types set forth in Schedule 4. Each of GDTG, Goodyear KG and Dunlop KG GEBV irrevocably directs that the borrowings set forth in paragraphs this paragraph (a)(iv)(A) and (B) v), if any, be applied directly to prepay in full (and be netted against) Daylight GDTG Loans and Daylight Term Loans, as applicable, extended to it, with any excess being delivered in accordance with such Borrowing Request.