Common use of Existing Credit Agreements Clause in Contracts

Existing Credit Agreements. (a) The Borrower in its capacity as "Borrower" under and as defined in the Existing Credit Agreements (in such capacity, the "Existing Borrower") hereby provides Barclays Bank plc in its capacity as "Administrative Agent" under and as defined in the Existing Credit Agreements (in such capacity, the "Existing Administrative Agent") notice pursuant to Section 2.4 of the Existing Credit Agreements of its intent to terminate the "Commitments" under and as defined in the Existing Credit Agreements (as such, the "Existing Commitments") effective as of the effective time of this Agreement. (b) The Lenders which are parties to the Existing Credit Agreements (which Lenders constitute the "Required Lenders" under and as defined in each of the Existing Credit Agreements) hereby (i) waive the requirement, set forth in Section 2.4 of each of the Existing Credit Agreements, that the Existing Borrower give not less than three Business Days' notice of any termination of the Existing Commitments, and (ii) pursuant to Section 9.1 of each of the < 57 > Existing Credit Agreements, consent to the execution and delivery by Barclays Bank plc, in its capacity as the Existing Administrative Agent for and on behalf of the "Lenders" under and as defined in each of the Existing Credit Agreements (as such, the "Existing Lenders"), of this Agreement to evidence or effectuate (as set forth in Section 9.17(c) below) the waivers set forth in clause (i) above. (c) The Existing Administrative Agent hereby waives, for and on behalf of the Existing Lenders, the requirement, set forth in Section 2.4 of each of the Existing Credit Agreements, that the Existing Borrower give not less than three Business Days' notice of any termination of the Existing Commitments. < 58 >

Existing Credit Agreements. (a) The Borrower in its capacity as "Borrower" On the Effective Date, concurrently with the Credit Events then occurring, the total commitments under and as defined in the Existing Credit Agreements (shall have been terminated, and all loans and notes issued thereunder shall have been repaid in such capacityfull, together with interest thereon, all letters of credit issued thereunder shall have been terminated, supported by one or more Standby Letters of Credit issued hereunder or otherwise supported in a manner reasonably satisfactory to the "Existing Borrower") hereby provides Barclays Bank plc respective letter of credit issuer, and all other amounts owing thereunder shall have been repaid in its capacity as "Administrative Agent" under full and as defined in the Existing Credit Agreements (shall have been terminated and be of no further force or effect except for continuing indemnification obligations and reimbursement obligations under letters of credit supported by Letters of Credit issued hereunder. The Administrative Agent shall have received evidence in form, scope and substance reasonably satisfactory to it that the matters set forth in this Section 5A.13(a) have been satisfied on such capacity, the "Existing Administrative Agent") notice pursuant to Section 2.4 of the Existing Credit Agreements of its intent to terminate the "Commitments" under and as defined in the Existing Credit Agreements (as such, the "Existing Commitments") effective as of the effective time of this Agreementdate. (b) On or prior to the Effective Date or concurrently with the Credit Events then occurring, the creditors under the Existing Credit Agreements shall have terminated and released or agreed to release all security interests and Liens on the assets owned by Holdings or any of its Subsidiaries granted in connection with the Existing Credit Agreements. The Lenders Administrative Agent shall have received such releases of security interests in and Liens on the assets owned by Holdings and its Subsidiaries as may have been reasonably requested by the Administrative Agent, which are parties releases shall be in form and substance reasonably satisfactory to the Administrative Agent. Without limiting the foregoing, there shall have been delivered (x) (i) proper termination statements (Form UCC-3 or the appropriate equivalent) for filing under the UCC of each jurisdiction where a financing statement (Form UCC-1 or the appropriate equivalent) was filed with respect to Holdings or any of its Subsidiaries in connection with the security interests created with respect to the Existing Credit Agreements and the documentation related thereto, (ii) terminations or assignments of any security interest in, or Lien on, any patents, trademarks, copyrights, or similar interests of Holdings or any of its Subsidiaries on which Lenders constitute the "Required Lenders" under filings have been made and as defined (iii) terminations of all mortgages, leasehold mortgages and deeds of trust created with respect to property of Holdings, or any of its Subsidiaries, in each of case to secure the Existing Credit Agreements) hereby (i) waive the requirement, set forth in Section 2.4 of each of obligations under the Existing Credit Agreements, that all of which shall be in form and substance reasonably satisfactory to the Existing Borrower give not less than three Business Days' notice of Administrative Agent, or (y) if agreed to by the Administrative Agent, an agreement from the existing lenders to provide any termination or all of the Existing Commitmentsforegoing, and (ii) pursuant to Section 9.1 of each of the < 57 > Existing Credit Agreements, consent to the execution and delivery by Barclays Bank plc, in its capacity as the Existing Administrative Agent for and on behalf of the "Lenders" under and as defined in each of the Existing Credit Agreements (as such, the "Existing Lenders"), of this Agreement to evidence or effectuate (as set forth in Section 9.17(c) below) the waivers set forth in clause (i) aboveapplicable. (c) The Existing Administrative Agent hereby waives, for and on behalf of the Existing Lenders, the requirement, set forth in Section 2.4 of each of the Existing Credit Agreements, that the Existing Borrower give not less than three Business Days' notice of any termination of the Existing Commitments. < 58 >

Existing Credit Agreements. (a) The Borrower Effective on the Closing Date, (i) the Existing Credit Agreements shall be amended and (for the mutual convenience of the parties and not as a novation) restated in its capacity their entirety as "Borrower" provided in this Agreement, (ii) any outstanding Advances (as defined under the Existing Credit Agreements) after giving effect to any prepayments thereof on the Closing Date shall be deemed to be outstanding Senior Loans under this Agreement as provided in Section 2.14(b), (iii) any outstanding Letters of Credit (as defined under the Existing Credit Agreements) shall be deemed to be outstanding Letters of Credit under this Agreement, (iv) all outstanding obligations under the Existing Credit Agreements, as so amended and restated under this Agreement, shall continue to be secured pursuant to each of the Collateral Documents (as defined in the Existing Credit Agreements Agreements), (in v) each such capacity, existing Collateral Document shall be amended and (for the "Existing Borrower"mutual convenience of the parties and not as a novation) hereby provides Barclays Bank plc restated in its capacity as "Administrative Agent" under entirety or amended and as defined in the Existing Credit Agreements (in such capacity, the "Existing Administrative Agent") notice supplemented pursuant to Section 2.4 of the Existing Credit Agreements of its intent applicable Senior Collateral Documents hereunder, and all Liens granted pursuant to terminate the "Commitments" existing Collateral Documents shall continue in full force and effect under the Senior Collateral Documents, and as defined in the Existing Credit Agreements (as such, the "Existing Commitments"vi) effective as of the effective time all Secured Swap Contracts secured pursuant to such existing Collateral Documents shall continue to be Secured Swap Contracts for all purposes of this AgreementAgreement and the other Senior Loan Documents. (b) The Lenders which are parties to Effective on the Existing Credit Agreements Closing Date, the Obligations (which Lenders constitute the "Required Lenders" under and as defined in under each of the Existing Credit Agreements) hereby which remain outstanding after giving effect to any prepayments thereof on such date will be restated and continued under this Agreement as follows: (i) waive the requirementany such outstanding Revolving Credit Advances, set forth Term A Advances and Term B Advances (as such terms are defined in Section 2.4 of each either of the Existing Credit Agreements, that the Existing Borrower give not less than three Business Days' notice ) of any termination lender under either Existing Credit Agreement which has requested such treatment for such Advances by written notice to the Senior Administrative Agent pursuant to a Conversion Notice will be restated as Tranche B Term Loans of the Existing Commitments, and such Senior Lender as provided in Section 2.01(a)(iii); (ii) pursuant any such outstanding Term C Advances (as such term is defined in the Existing Valor Credit Agreement) held by a Tranche C Term Lender hereunder, will be continued as Tranche C Term Loans of such Senior Lender in a like amount hereunder; and (c) any such outstanding Term D Advances (as such term is defined in the Existing Valor Credit Agreement) held by a Tranche D Term Lender hereunder will be continued as Tranche D Term Loans of such Senior Lender in a like amount hereunder. All such Senior Loans deemed outstanding hereunder on the Closing Date will be deemed to Section 9.1 of each be Senior Loans of the < 57 > Existing Credit Agreements, consent Applicable Borrower to which the execution and delivery by Barclays Bank plc, in its capacity Advances (as the Existing Administrative Agent for and on behalf of the "Lenders" under and as such term is defined in each of the Existing Credit Agreements (as such, the "Existing Lenders"), of this Agreement to evidence or effectuate (as set forth in Section 9.17(cAgreement) below) the waivers set forth in clause (i) aboverefinanced had previously been outstanding. (c) The Existing Administrative Agent hereby waives, for and on behalf of the Existing Lenders, the requirement, set forth in Section 2.4 of each of the Existing Credit Agreements, that the Existing Borrower give not less than three Business Days' notice of any termination of the Existing Commitments. < 58 >

Existing Credit Agreements. (a) The Borrower in its capacity as "Borrower" On or prior to the Initial Borrowing Date or concurrently with the incurrence of Term Loans hereunder, the total commitments under and as defined in the Existing Credit Agreements (shall have been terminated, and all loans and notes issued thereunder shall have been repaid in such capacityfull, the "Existing Borrower") hereby provides Barclays Bank plc in its capacity as "Administrative Agent" under together with interest thereon, all letters of credit issued thereunder shall have been terminated, and as defined in all other amounts owing pursuant to the Existing Credit Agreements (shall have been repaid in such capacity, the "Existing Administrative Agent") notice pursuant to Section 2.4 of full and the Existing Credit Agreements shall have been terminated and be of its intent no further force or effect except for continuing indemnification obligations described therein. The Agent shall have received evidence in form, scope and substance reasonably satisfactory to terminate it that the "Commitments" under and as defined matters set forth in the Existing Credit Agreements (as such, the "Existing Commitments"this Section 4.07(a) effective as of the effective time of this Agreementhave been satisfied on such date. (b) On or prior to the Initial Borrowing Date or concurrently with the incurrence of Term Loans hereunder, the creditors under the Existing Credit Agreements shall have terminated and released all security interests and Liens on the assets owned or to be owned by the Borrowers or any of their Subsidiaries granted in connection with the Existing Credit Agreements. The Lenders Agent shall have received such releases of security interests in and Liens on the assets owned or to be owned by the Borrowers as may have been reasonably requested by the Agent, which are parties releases shall be in form and substance reasonably satisfactory to the Agent. Without limiting the foregoing, there shall have been delivered (i) proper termination statements (Form UCC-3 or the appropriate equivalent) for filing under the UCC of each jurisdiction where a financing statement (Form UCC-I or the appropriate equivalent) was filed with respect to the Borrowers or any of their Subsidiaries, or their respective predecessors in interest, in connection with the security interests created with respect to the Existing Credit Agreements and the documentation related thereto, (ii) terminations or assignments of any security interest in, or Lien on, any patents, trademarks, copyrights, or similar interests of the Borrowers or any of their Subsidiaries, on which Lenders constitute filings have been made and (iii) terminations of all mortgages, leasehold mortgages and deeds of trust created with respect to property of the "Required Lenders" under and as defined Borrowers or any of their Subsidiaries, or their respective predecessors in interest, in each of case to secure the Existing Credit Agreements) hereby (i) waive the requirement, set forth in Section 2.4 of each of obligations under the Existing Credit Agreements, that the Existing Borrower give not less than three Business Days' notice all of any termination of the Existing Commitments, which shall be in form and (ii) pursuant to Section 9.1 of each of the < 57 > Existing Credit Agreements, consent substance reasonably satisfactory to the execution and delivery by Barclays Bank plc, in its capacity as the Existing Administrative Agent for and on behalf of the "Lenders" under and as defined in each of the Existing Credit Agreements (as such, the "Existing Lenders"), of this Agreement to evidence or effectuate (as set forth in Section 9.17(c) below) the waivers set forth in clause (i) aboveAgent. (c) The Existing Administrative Agent hereby waives, for and on behalf of the Existing Lenders, the requirement, set forth in Section 2.4 of each of the Existing Credit Agreements, that the Existing Borrower give not less than three Business Days' notice of any termination of the Existing Commitments. < 58 >

Existing Credit Agreements. (a) The Borrower in its capacity as "Borrower" under Company and each of the Lenders that is also a party to the Existing 5-Year Credit Agreement (such Lenders comprising the “Required Banks” as defined in the Existing 5-Year Credit Agreements Agreement) agree as follows: (in such capacity, the "Existing Borrower"i) hereby provides Barclays Bank plc in its capacity as "Administrative Agent" under and The “Commitments” (as defined in the Existing 5-Year Credit Agreements (Agreement) shall terminate in their entirety on the Closing Date, unless such capacity, Commitments have earlier terminated in accordance with the "Existing Administrative Agent") notice pursuant to Section 2.4 terms of the Existing 5-Year Credit Agreements Agreement; (ii) Any requirement of its intent notice of such termination of Commitments and prepayment of loans pursuant to terminate the "Commitments" under Sections 2.10 and as defined in 2.12 of the Existing 5-Year Credit Agreements Agreement is hereby waived; and (as suchiii) After the Closing Date, the "Company shall have no further obligations under the Existing Commitments"5-Year Credit Agreement, except for (i) effective payment obligations accrued as of the effective time of this AgreementClosing Date and not discharged on such date and (ii) contingent payment obligations thereafter arising under Sections 8.03, 8.04 and 9.03 thereof. (b) The Company and each of the Lenders which are parties that is also a party to the Existing 364-Day Credit Agreements Agreement (which such Lenders constitute comprising the "“Required Lenders" under and Banks” as defined in each the Existing 364-Day Credit Agreement) agree as follows: (i) The “Commitments” (as defined in the Existing 364-Day Credit Agreement) shall terminate in their entirety on the Closing Date, unless such Commitments have earlier terminated in accordance with the terms of the Existing 364-Day Credit AgreementsAgreement; (ii) Any requirement of notice of such termination of Commitments and prepayment of loans pursuant to Sections 2.10 and 2.12 of the Existing 364-Day Credit Agreement is hereby waived; and (iii) After the Closing Date, the Company shall have no further obligations under the Existing 364-Day Credit Agreement, except for (i) waive the requirement, set forth in Section 2.4 of each payment obligations accrued as of the Existing Credit Agreements, that the Existing Borrower give Closing Date and not less than three Business Days' notice of any termination of the Existing Commitments, discharged on such date and (ii) pursuant to Section 9.1 of each of the < 57 > Existing Credit Agreementscontingent payment obligations thereafter arising under Sections 8.03, consent to the execution 8.04 and delivery by Barclays Bank plc, in its capacity as the Existing Administrative Agent for and on behalf of the "Lenders" under and as defined in each of the Existing Credit Agreements (as such, the "Existing Lenders"), of this Agreement to evidence or effectuate (as set forth in Section 9.17(c) below) the waivers set forth in clause (i) above9.03 thereof. (c) The Existing Administrative Agent hereby waives, for and on behalf of the Existing Lenders, the requirement, set forth in Section 2.4 of each of the Existing Credit Agreements, that the Existing Borrower give not less than three Business Days' notice of any termination of the Existing Commitments. < 58 >