Common use of Indebtedness to be Refinanced Clause in Contracts

Indebtedness to be Refinanced. Evidence satisfactory to the Agent acting reasonably that as at the Initial Borrowing Date: (a) the Group shall have no outstanding Preferred Stock or Indebtedness other than: (i) Parent Preference Shares A outstanding on 30 September 2003; (ii) any outstanding Parent Preference Shares B issued after 30 September 2003 in accordance with the terms governing such Parent Preference Shares B as in effect on 30 September 2003; (iii) Parent Preference Shares C outstanding on 30 September 2003; (iv) Indebtedness pursuant to or in respect of any of the Finance Documents; (v) Indebtedness of the Borrower and the Guarantors pursuant to the Senior Subordinated Notes or subordinated guarantees thereof in an aggregate not exceeding $350,000,000; (vi) Senior Subordinated Convertible Bonds in an aggregate principal amount of €114,819,000; (vii) approximately €85,000,000 of other existing Indebtedness (all of such Indebtedness as specifically listed as Third Party Existing Indebtedness in Section A (Third Party Existing Indebtedness) of Part II of Schedule 10 (Existing Indebtedness); and (viii) intercompany Indebtedness between one or more of the Obligors (all of such Indebtedness as specifically listed as Intercompany Existing Indebtedness in Section B (Intercompany Existing Indebtedness) of Part II of Schedule 10 (Existing Indebtedness); (i) the total commitments in respect of the Indebtedness to be Refinanced shall have been terminated, and all loans with respect thereto shall have been repaid in full, together with interest thereon, all letters of credit issued thereunder shall have been terminated (or, in the case of letters of credit issued pursuant to, or existing under, the Existing Credit Agreement and outstanding on the Initial Borrowing Date, assumed as Existing Documentary Credits) and all other amounts owing pursuant to the Indebtedness to be Refinanced shall have been repaid in full and all documents in respect of the Indebtedness to be Refinanced and all guarantees with respect thereto shall have been terminated (except as to indemnification provisions contained therein which by their express terms are intended to survive such termination and as are reasonably satisfactory to the Agent and the Instructing Group) and to be of no further force and effect; and (ii) the creditors in respect of the Indebtedness to be Refinanced shall have terminated and released all security interests and Liens on the assets owned by the Parent and its Subsidiaries; and (c) the aggregate amount needed to effect the refinancing of the Indebtedness to be Refinanced, and to pay fees and expenses in connection with the Transaction, shall not exceed the aggregate amount of the A Facility, the B Facilities, the Revolving Facility and the Senior Subordinated Convertible Bonds.

Indebtedness to be Refinanced. Evidence satisfactory to the Agent acting reasonably that as at the Initial Borrowing Date: (a) the Group shall have no outstanding Preferred Stock or Indebtedness other than: (i) Parent Preference Shares A outstanding on 30 September 2003; (ii) any outstanding Parent Preference Shares B issued after 30 September 2003 in accordance with the terms governing such Parent Preference Shares B as in effect on 30 September 2003; (iii) Parent Preference Shares C outstanding on 30 September 2003; (iv) Indebtedness pursuant to or in respect of any of the Finance Documents; (v) Indebtedness of the Existing Borrower and the Guarantors pursuant to the Senior Subordinated Notes or subordinated guarantees thereof in an aggregate not exceeding $350,000,000; (vi) Senior Subordinated Convertible Bonds in an aggregate principal amount of €114,819,000; (vii) approximately €85,000,000 of other existing Indebtedness (all of such Indebtedness as specifically listed as Third Party Existing Indebtedness in Section A (Third Party Existing Indebtedness) of Part II of Schedule 10 (Existing Indebtedness); and (viii) intercompany Indebtedness between one or more of the Obligors (all of such Indebtedness as specifically listed as Intercompany Existing Indebtedness in Section B (Intercompany Existing Indebtedness) of Part II of Schedule 10 (Existing Indebtedness); (i) the total commitments in respect of the Indebtedness to be Refinanced shall have been terminated, and all loans with respect thereto shall have been repaid in full, together with interest thereon, all letters of credit issued thereunder shall have been terminated (or, in the case of letters of credit issued pursuant to, or existing under, the Existing Credit Agreement and outstanding on the Initial Borrowing Date, assumed as Existing Documentary Credits) and all other amounts owing pursuant to the Indebtedness to be Refinanced shall have been repaid in full and all documents in respect of the Indebtedness to be Refinanced and all guarantees with respect thereto shall have been terminated (except as to indemnification provisions contained therein which by their express terms are intended to survive such termination and as are reasonably satisfactory to the Agent and the Instructing Group) and to be of no further force and effect; and (ii) the creditors in respect of the Indebtedness to be Refinanced shall have terminated and released all security interests and Liens on the assets owned by the Parent and its Subsidiaries; and (c) the aggregate amount needed to effect the refinancing of the Indebtedness to be Refinanced, and to pay fees and expenses in connection with the Transaction, shall not exceed the aggregate amount of the A Facility, the B D Facilities, the Revolving Facility and the Senior Subordinated Convertible Bonds.

Indebtedness to be Refinanced. Evidence satisfactory (a) On or prior to the Agent acting reasonably that as at the Initial Borrowing Date: (a) the Group shall have no outstanding Preferred Stock Date or Indebtedness other than: (i) Parent Preference Shares A outstanding on 30 September 2003; (ii) any outstanding Parent Preference Shares B issued after 30 September 2003 in accordance concurrently with the terms governing such Parent Preference Shares B as in effect on 30 September 2003; (iii) Parent Preference Shares C outstanding on 30 September 2003; (iv) Indebtedness pursuant to or in respect of any of the Finance Documents; (v) Indebtedness of the Borrower and the Guarantors pursuant to the Senior Subordinated Notes or subordinated guarantees thereof in an aggregate not exceeding $350,000,000; (vi) Senior Subordinated Convertible Bonds in an aggregate principal amount of €114,819,000; (vii) approximately €85,000,000 of other existing Indebtedness (all of such Indebtedness as specifically listed as Third Party Existing Indebtedness in Section A (Third Party Existing Indebtedness) of Part II of Schedule 10 (Existing Indebtedness); and (viii) intercompany Indebtedness between one or more of the Obligors (all of such Indebtedness as specifically listed as Intercompany Existing Indebtedness in Section B (Intercompany Existing Indebtedness) of Part II of Schedule 10 (Existing Indebtedness); (i) Credit Events then occurring, the total commitments in respect of the Indebtedness to be Refinanced shall have been terminated, and all loans with respect thereto and notes issued thereunder shall have been repaid in full, together with interest thereon, all letters of credit issued thereunder shall have been terminated (or, in the case of or collateralized by new back-to-back letters of credit in form and substance, and issued pursuant toby an issuer, satisfactory to the respective letter of credit issuers or existing underotherwise supported in a manner satisfactory to the respective letter of credit issuers, the Existing Credit Agreement and outstanding on the Initial Borrowing Date, assumed as Existing Documentary Credits) and all other amounts owing pursuant to the Indebtedness to be Refinanced shall have been repaid in full and all documents in respect of the Indebtedness to be Refinanced and all guarantees with respect thereto shall have been terminated (except as to indemnification provisions contained therein which by their express terms are intended to survive such termination and as are reasonably satisfactory to the Agent and the Instructing Group) and to be of no further force and effect; andor effect except for continuing indemnification obligations described therein. (iib) On or prior to the Initial Borrowing Date or concurrently with the Credit Events then occurring, the creditors in respect of to the Indebtedness to be Refinanced shall have terminated and released all security interests and Liens on the assets owned or to be owned by the Parent U.S. Borrower or any of its Subsidiaries granted in connection with the Indebtedness to be Refinanced. The Administrative Agent shall have received such releases of security interests in and Liens on the assets owned or to be owned by the U.S. Borrower and its Subsidiaries as may have been reasonably requested by the Administrative Agent, which releases shall be in form and substance reasonably satisfac- tory to the Administrative 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-1 or the appropriate equivalent) was filed with respect to the U.S. Borrower or any of its Subsidiaries; and , or their respective predecessors in interest, in connection with the security interests created with respect to the Indebtedness to be Refinanced and the documentation related thereto, (cii) terminations or assignments of any security interest in, or Lien on, any patents, trademarks, copyrights, or similar interests of the aggregate amount needed U.S. Borrower or any of its Subsidiaries, on which filings have been made, (iii) terminations of all mortgages, leasehold mortgages and deeds of trust created with respect to effect property of the refinancing U.S. Borrower or any of its Subsidiaries, or their respective predecessors in interest, in each case, to secure the obligations in respect of the Indebtedness to be Refinanced, all of which shall be in form and substance reasonably satisfactory to pay fees the Administrative Agent and expenses (iv) all collateral owned by the U.S. Borrower or any of its Subsidiaries in connection with the Transaction, shall not exceed the aggregate amount possession of any of the A Facilitycreditors in respect of the Indebtedness to be Refinanced or any collateral agent or trustee under any related security document shall have been returned to the U.S. Borrower or such Subsidiary, as the B Facilities, the Revolving Facility and the Senior Subordinated Convertible Bondscase may be.

Indebtedness to be Refinanced. Evidence satisfactory (a) On or prior to the Agent acting reasonably that as at the Initial Borrowing Date: (a) the Group shall have no outstanding Preferred Stock or Indebtedness other than: (i) Parent Preference Shares A outstanding on 30 September 2003; (ii) any outstanding Parent Preference Shares B issued after 30 September 2003 in accordance with the terms governing such Parent Preference Shares B as in effect on 30 September 2003; (iii) Parent Preference Shares C outstanding on 30 September 2003; (iv) Indebtedness pursuant to or in respect of any of the Finance Documents; (v) Indebtedness of the Borrower and the Guarantors pursuant to the Senior Subordinated Notes or subordinated guarantees thereof in an aggregate not exceeding $350,000,000; (vi) Senior Subordinated Convertible Bonds in an aggregate principal amount of €114,819,000; (vii) approximately €85,000,000 of other existing Indebtedness (all of such Indebtedness as specifically listed as Third Party Existing Indebtedness in Section A (Third Party Existing Indebtedness) of Part II of Schedule 10 (Existing Indebtedness); and (viii) intercompany Indebtedness between one or more of the Obligors (all of such Indebtedness as specifically listed as Intercompany Existing Indebtedness in Section B (Intercompany Existing Indebtedness) of Part II of Schedule 10 (Existing Indebtedness); (i) , the total commitments in respect of the Indebtedness to be Refinanced shall have been terminated, and all loans with respect thereto and notes issued thereunder shall have been repaid in full, together with interest thereon, all letters of credit issued thereunder shall have been terminated (or, or supported in a manner satisfactory to the case of letters respective letter of credit issued pursuant toissuers, or existing under, the Existing Credit Agreement and outstanding on the Initial Borrowing Date, assumed as Existing Documentary Credits) and all other amounts owing pursuant to the Indebtedness to be Refinanced shall have been repaid in full and all documents in respect of the Indebtedness to be Refinanced and all guarantees with respect thereto shall have been terminated (except as to indemnification provisions contained therein which by their express terms are intended to survive such termination and as are reasonably satisfactory to the Agent and the Instructing Group) and to be of no further force and effect; andor effect except for continuing indemnification obligations described therein. (iib) On or prior to the Initial Borrowing Date, the creditors in respect of to the Indebtedness to be Refinanced shall have terminated and released all security interests and Liens on the assets owned or to be owned by the Parent Companies or any of their Subsidiaries (including, without limitation, ITT and its Subsidiaries; and ) granted in connection with the Indebtedness to be Refinanced. The Lead Agents shall have received such releases of security interests in and Liens on the assets owned or to be owned by the Parent Companies and their Subsidiaries as may have been reasonably requested by the Lead Agents, which releases shall be in form and substance reasonably satisfactory to the Lead Agents. Without limiting the foregoing, there shall have been delivered (ci) proper termination statements (Form UCC-3 or the aggregate amount needed 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 effect any Parent Company or any of their Subsidiaries, or their respective predecessors in interest, in connection with the refinancing security interests created with respect to the Indebtedness to be Refinanced 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 Parent Companies or any of their Subsidiaries, on which filings have been made, (iii) terminations of all mortgages, leasehold mortgages and deeds of trust created with respect to property of the Parent Companies or any of their Subsidiaries, or their respective predecessors in interest, in each case, to secure the obligations in respect of the Indebtedness to be Refinanced, all of which shall be in form and substance reasonably satisfactory to pay fees the Lead Agents and expenses (iv) all collateral owned by the Parent Companies or any of their Subsidiaries in connection with the Transaction, shall not exceed the aggregate amount possession of any of the A Facilitycreditors in respect of the Indebtedness to be Refinanced or any collateral agent or trustee under any related security document shall have been returned to the respective Parent Company or such Subsidiary, as the B Facilitiescase may be. (c) On or prior to the Initial Borrowing Date, there shall have been delivered to the Revolving Facility Lead Agents true and correct copies of the Refinancing Documents, which Refinancing Documents shall be in full force and effect, and the Senior Subordinated Convertible Bondsterms and conditions of each of the Refinancing Documents shall be in form and substance satisfactory to the Lead Agents.

Indebtedness to be Refinanced. Evidence satisfactory to the Agent acting reasonably that as at the Initial Borrowing Date: (a) On or prior to the Group shall have no outstanding Preferred Stock Restatement Effective Date or Indebtedness other than: (i) Parent Preference Shares A outstanding on 30 September 2003; (ii) any outstanding Parent Preference Shares B issued after 30 September 2003 in accordance concurrently with the terms governing such Parent Preference Shares B as in effect on 30 September 2003; (iii) Parent Preference Shares C outstanding on 30 September 2003; (iv) Indebtedness pursuant to or in respect of any of the Finance Documents; (v) Indebtedness of the Borrower and the Guarantors pursuant to the Senior Subordinated Notes or subordinated guarantees thereof in an aggregate not exceeding $350,000,000; (vi) Senior Subordinated Convertible Bonds in an aggregate principal amount of €114,819,000; (vii) approximately €85,000,000 of other existing Indebtedness (all of such Indebtedness as specifically listed as Third Party Existing Indebtedness in Section A (Third Party Existing Indebtedness) of Part II of Schedule 10 (Existing Indebtedness); and (viii) intercompany Indebtedness between one or more of the Obligors (all of such Indebtedness as specifically listed as Intercompany Existing Indebtedness in Section B (Intercompany Existing Indebtedness) of Part II of Schedule 10 (Existing Indebtedness); (i) Credit Events then occurring, the total commitments in respect of under the Indebtedness to be Refinanced shall have been terminated, and all loans with respect thereto and notes issued thereunder shall have been repaid in full, together with interest thereon, all letters of credit issued thereunder shall have been terminated (or, in the case of or collateralized by new back-to-back letters of credit in form and substance, and issued pursuant toby an issuer, satisfactory to the respective letter of credit issuers or existing underotherwise supported in a manner satisfactory to the respective letter of credit issuers, the Existing Credit Agreement and outstanding on the Initial Borrowing Date, assumed as Existing Documentary Credits) and all other amounts owing pursuant to the Indebtedness to be Refinanced shall have been repaid in full and all documents in respect of the Indebtedness to be Refinanced and all guarantees with respect thereto shall have been terminated (except as to indemnification provisions contained therein which by their express terms are intended to survive such termination and as are reasonably satisfactory to the Agent and the Instructing Group) and to be of no further force or effect except for continuing indemnification obligations described therein. The Administrative Agent shall have received evidence in form, scope and effect; andsubstance reasonably satisfactory to it that the matters set forth in this Section 5.07(a) have been satisfied on such date. (iib) On or prior to the Restatement Effective Date or concurrently with the Credit Events then occurring, the creditors in respect of the Indebtedness to be Refinanced shall have terminated and released all security interests and Liens on the assets owned or to be owned by Adience or any of its Subsidiaries granted in connection with the Parent Indebtedness to be Refinanced. The Administrative Agent shall have received such releases of security interests in and Liens on the assets owned or to be owned by Adience and its Subsidiaries (including APHI and its Subsidiaries; and ) as may have been reasonably requested by the Administrative Agent, which releases shall be in form and substance reasonably satisfactory to the Administrative Agent. Without limiting the foregoing, there shall have been delivered (ci) proper termination statements (Form UCC-3 or the aggregate amount needed 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 effect Adience or any of its Subsidiaries (including APHI and its Subsidiaries), or their respective predecessors in interest, in connection with the refinancing security interests created with respect to the Indebtedness to be Refinanced 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 Adience or any of its Subsidiaries (including APHI and its Subsidiaries), on which filings have been made and (iii) terminations of all mortgages, leasehold mortgages and deeds of trust created with respect to property of Adience or any of its Subsidiaries (including APHI and its Subsidiaries), or their respective predecessors in interest, in each case, to secure the obligations under the Indebtedness to be Refinanced, all of which shall be in form and substance reasonably satisfactory to pay fees and expenses in connection with the Transaction, shall not exceed the aggregate amount of the A Facility, the B Facilities, the Revolving Facility and the Senior Subordinated Convertible BondsAdministrative Agent.