Common use of Existing Loans Clause in Contracts

Existing Loans. Company acknowledges and confirms that each Existing Lender holds Existing Loans in the respective principal amounts outstanding as of the Effective Date set forth opposite its name on Schedule 2.1 annexed hereto. Company hereby represents, warrants, agrees, covenants and (1) reaffirms that it has no (and it permanently and irrevocably waives and releases Agents and Lenders from any, to the extent arising on or prior to the Effective Date) defense, set off, claim or counterclaim against any Agent or Lender in regard to its Obligations in respect of such Existing Loans and (2) reaffirms its obligation to pay such Loans in accordance with the terms and conditions of this Agreement and the other Loan Documents. Based on the foregoing, (A) Company and each Lender agree that (x) the Existing Tranche A Term Loans, (y) the Existing Tranche B Term Loans and (z) the Existing Revolving Loans, and any amounts owed (whether or not presently due and payable, and including all interest accrued to the Effective Date (which shall be payable on the next Interest Payment Date with respect to the Loans to which such interest relates)) by Company to Lenders thereunder or in respect thereof, shall, as of the Effective Date, be converted to, maintained as, and owed by Company under or in respect of Tranche A Term Loans, Tranche B Term Loans and Revolving Loans, respectively, hereunder. Amounts repaid or prepaid in respect of Tranche A Term Loans and Tranche B Term Loans may not be reborrowed. Amounts repaid or prepaid in respect of the foregoing Revolving Loans may be repaid and reborrowed to but excluding the Revolving Loan Commitment Termination Date.

Existing Loans. Company The Borrower acknowledges and confirms that each Existing Lender holds held Existing Loans in the respective principal amounts set forth in the Global Assignment Agreement outstanding as of immediately before the Effective Date Date. After giving effect to the Global Assignment Agreement, each Lender has Revolving Credit Loans and Term Loans in the respective principal amounts set forth opposite its name on Schedule SCHEDULE 2.1 annexed hereto. Company Borrower hereby represents, warrants, agrees, covenants and (1) reaffirms that it has no (and it permanently and irrevocably waives and releases Agents and Lenders from any, to the extent arising on or prior to the Effective Date) is not aware of any defense, set off, claim or counterclaim against any the Administrative Agent or any Lender in regard to its Obligations in respect of such Existing Loans and (2) reaffirms its obligation to pay such Existing Loans in accordance with the terms and conditions of this Agreement and the other Loan Financing Documents. Based on the foregoing, (A) Company Borrower and each Lender agree that (x) that, other than any Existing Loans to be repaid from the Existing Tranche A Term LoansNet Cash Proceeds to be received and applied in accordance with subsection 4.2(f), (y) the Existing Tranche B Term Loans and (z) the Existing Revolving Loans, and any amounts owed (whether or not presently due and payable, and including all interest and fees accrued to the Effective Date (which shall be payable on the next Interest Payment Date with respect to the Existing Loans to which such interest relates)) by Company Borrower to Existing Lenders thereunder or in respect thereofof the Existing Loans, shall, as of the Effective Date, be converted tocontinued as, maintained as, and owed by Company under or Borrower in respect of Tranche A Term Loans, Tranche B Term Loans and Revolving Loans, respectively, hereunder. Amounts repaid or prepaid in respect of Tranche A Term Loans and Tranche B Term Existing Revolving Credit Loans may not be reborrowedrepaid and reborrowed pursuant to Section 2.1(b) below to but excluding the Revolving Credit Commitment Termination Date. Amounts repaid or prepaid in respect of the foregoing Revolving Term Loans may not be repaid and reborrowed to but excluding the Revolving Loan Commitment Termination Datereborrowed.

Existing Loans. Company acknowledges and confirms that each Existing Lender holds Existing Tranche A Term Loans in the their respective principal amounts outstanding as of the Effective Date set forth opposite its name on Schedule 2.1 annexed heretoamounts. Company hereby represents, warrants, agrees, covenants and (1) reaffirms that it has no (and it permanently and irrevocably waives and releases Agents and Lenders from any, to the extent arising on or prior to the Effective Date) is not aware of any defense, set off, claim or counterclaim against any Agent or Existing Lender in regard to its Obligations in respect of such Existing Tranche A Term Loans and (2) reaffirms its obligation to pay repay such Tranche A Term Loans in accordance with the terms and conditions of this Agreement and the other Loan Documents. Based on the foregoing, (A) Company and each Lender agree that (x) the Existing Tranche A Term Loans, (y) the Existing Tranche B Term Loans and (z) the Existing Revolving Loans, and any amounts owed (whether or not presently due and payable, and including all interest and fees accrued to the Effective Date (which shall be payable on the next Interest Payment Date with respect to the Tranche A Term Loans to which such interest relates)) by Company to Existing Lenders thereunder or in respect thereofof the Tranche A Term Loans, shall, as of the Effective Date, be converted to, maintained as, and owed by Company under or in respect of Tranche A Term Loans, Tranche B Term Loans and Revolving Loans, respectively, hereunder. Amounts repaid or prepaid in respect of Tranche A Term Loans outstanding and Tranche B Term Loans confirmed under this subsection 2.1A(i) and subsequently repaid or prepaid may not be reborrowed. Amounts repaid or prepaid in respect of the foregoing Revolving Loans may be repaid and reborrowed to but excluding the Revolving Loan Commitment Termination Date.

Existing Loans. The Company acknowledges and confirms that each Existing Lender holds it is indebted to the Banks on the outstanding principal balance of the Existing Loans in plus accrued and unpaid interest thereon. Substantially concurrently herewith, the respective principal amounts outstanding as of the Effective Date set forth opposite its name on Schedule 2.1 annexed hereto. Company hereby represents, warrants, agrees, covenants is executing and (1) reaffirms that it has no (and it permanently and irrevocably waives and releases Agents and Lenders from any, delivering to the extent arising on or prior to Banks the Effective Date) defense, set off, claim or counterclaim against any Agent or Lender in regard to its Obligations in respect of such Existing Loans Notes hereinafter identified and (2) reaffirms its obligation to pay such Loans in accordance with defined. Upon the terms execution and conditions delivery of this Agreement and the other Loan Documents. Based Notes, and satisfaction of the conditions precedent to effectiveness set forth in Article III hereof (the date agreed to by the Company and the Banks on which all such events have occurred is referred to herein as the "Effective Date"), the Existing Loans evidenced by the Existing Notes shall automatically, and without further action on the foregoingpart of the Banks or the Company, (A) Company become evidenced by the Revolving Credit Notes issued under this Agreement to the Banks and, to that extent, such Revolving Credit Notes are issued in renewal of, and each Lender agree that (x) evidence the same indebtedness formerly evidenced by, the Existing Tranche A Term LoansNotes, (y) as well as evidencing all additional Revolving Credit Loans made pursuant to this Agreement. All of the Existing Tranche B Term Loans and (z) shall, for all purposes of this Agreement, be treated as though they constituted Revolving Credit Loans under this Agreement in an amount equal to the aggregate unpaid principal balance of the Existing Loans outstanding on such date. If any accrued and unpaid interest and commitment fees are outstanding in respect of any of the Existing Loans as of the date that the Existing Loans become evidenced by the Revolving LoansCredit Notes, such accrued interest shall be evidenced by the Revolving Credit Notes and any amounts owed (whether or not presently shall be due and payable, and including all payable on the first interest accrued payment date applicable to the Effective Date (which Revolving Credit Notes and such accrued fees shall be payable on the next Interest Payment Date with respect to first date on which the Loans to which such interest relates)) by Company to Lenders thereunder or in respect thereof, shall, as of corresponding fees are due and payable under this Agreement. On the Effective Date, be converted to, maintained as, and owed by Company under or in respect of Tranche A Term Loans, Tranche B Term Loans and Revolving Loans, respectively, hereunder. Amounts repaid or prepaid in respect of Tranche A Term Loans and Tranche B Term Loans may not be reborrowed. Amounts repaid or prepaid in respect any commitment of the foregoing Revolving Loans may be repaid and reborrowed to but excluding Banks under the Revolving Loan Commitment Termination DateExisting Credit Agreement shall terminate.

Existing Loans. Company acknowledges and confirms that each -------------- Existing Lender holds Existing Loans in the respective principal amounts outstanding as of the Effective Date set forth opposite its name on Schedule 2.1 annexed hereto. Company hereby represents, warrants, agrees, ------------ covenants and (1) reaffirms that it has no (and it permanently and irrevocably waives and releases Agents and Lenders from any, to the extent arising on or prior to the Effective Date) defense, set off, claim or counterclaim against any Agent or Lender in regard to its Obligations in respect of such Existing Loans and (2) reaffirms its obligation to pay such Loans in accordance with the terms and conditions of this Agreement and the other Loan Documents. Based on the foregoing, (A) Company and each Lender agree that (x) the Existing Tranche A Term Acquisition Loans, (y) the Existing Tranche B Term Loans and (z) the Existing Revolving Loans, and any amounts owed (whether or not presently due and payable, and including all interest accrued to the Effective Date (which shall be payable on the next Interest Payment Date with respect to the Loans to which such interest relates)) by Company to Lenders thereunder or in respect thereof, shall, as of the Effective Date, be converted to, maintained as, and owed by Company under or in respect of Tranche A Term Acquisition Loans, Tranche B Term Loans and Revolving Loans, respectively, hereunder. Amounts repaid or prepaid in respect of Tranche A Term Loans and Tranche B Term Loans may not be reborrowed. Amounts repaid or prepaid in respect of the foregoing Acquisition Loans prior to the third anniversary of the Closing Date may be repaid and reborrowed through the third anniversary of the Closing Date and Revolving Loans may be repaid and reborrowed to but excluding the Revolving Loan Commitment Termination Date, respectively.

Existing Loans. Company acknowledges and confirms that each Existing Lender holds Existing Loans Prior to the Restatement Date, certain loans as described in the respective principal amounts preamble were previously made to the Borrowers under the Existing Credit Agreement which remain outstanding as of the Effective Date date of this Credit Agreement (such outstanding loans being hereinafter referred to as the "Existing Loans"). Subject to the terms and conditions set forth opposite its name in this Credit Agreement, the Borrowers and each of the Lenders agree that on Schedule 2.1 annexed hereto. Company hereby representsthe Restatement Date, warrants, agrees, covenants and (1) reaffirms that it has no (and it permanently and irrevocably waives and releases Agents and Lenders from any, but subject to the extent arising on satisfaction or prior waiver of the conditions precedent set forth in §11 and the reallocation and other transactions described in this §1.3: (i) all outstanding "Revolving Credit Loans" (as such term is defined in the Existing Credit Agreement) shall be deemed to be Revolving Credit Loans outstanding hereunder, and all outstanding "Delayed Draw Term Loans" (as such term is defined in the Effective DateExisting Credit Agreement) defenseand "Initial Term Loans" (as such term is defined in the Existing Credit Agreement) shall be deemed to be Initial Term Loans outstanding hereunder, set off, claim or counterclaim against any Agent or Lender (ii) the "Revolving Credit Commitments" (as defined in regard to its Obligations the Existing Credit Agreement) and "Revolving Credit Loans" (as defined in respect the Existing Credit Agreement) of such each of the existing "Lenders" (as defined in the Existing Credit Agreement) and the outstanding amount of all Existing Loans and shall be reallocated among the Revolving Credit Lenders in accordance with their respective Commitment Percentages (2) reaffirms its obligation to pay such Loans determined in accordance with the terms aggregate amount of their respective Revolving Credit Commitments as set forth opposite such Revolving Credit Lender's name on Schedule 1.2 attached hereto), and conditions in order to effect such reallocations, all requisite assignments shall be deemed to be made in amounts from each existing "Lender" (as defined in the Existing Credit Agreement) to each Revolving Credit Lender, with the same force and effect as if such assignments were evidenced by the applicable Assignments and Assumptions (as defined in the Existing Credit Agreement) under the Existing Credit Agreement but without the payment of this Agreement any related assignment fee, and no other documents or instruments shall be, or shall be required to be, executed in connection with such assignments (all of which such requirements are hereby waived), (iii) the "Delayed Draw Term Loans" (as defined in the Existing Credit Agreement) and the other Loan Documents. Based on the foregoing, "Initial Term Loans" (A) Company and each Lender agree that (x) as defined in the Existing Tranche A Term Loans, Credit Agreement) of each of the existing "Lenders" (y) as defined in the Existing Tranche B Credit Agreement) shall be reallocated among the Initial Term Loans Loan Lenders in accordance with their respective Commitment Percentages (determined in accordance with the aggregate amount of their respective Initial Term Loan Commitments as set forth opposite such Initial Term Loan Lender's name on Schedule 1.2 attached hereto), and in order to effect such reallocations, all requisite assignments shall be deemed to be made in amounts from each existing "Lender" (as defined in the Existing Credit Agreement) to each Initial Term Loan Lender, with the same force and effect as if such assignments were evidenced by the applicable Assignments and Assumptions (as defined in the Existing Credit Agreement) under the Existing Credit Agreement but without the payment of any related assignment fee, and no other documents or instruments shall be, or shall be required to be, executed in connection with such assignments (all of which such requirements are hereby waived) and (ziv) each assignee Lender shall make full cash settlement with each corresponding assignor Lender, through the Existing Revolving LoansAdministrative Agent, and as the Administrative Agent may direct (after giving effect to any amounts owed (whether or not presently due and payable, and including all interest accrued to netting effected by the Effective Date (which shall be payable on the next Interest Payment Date Administrative Agent) with respect to the Loans to which all such interest relates)) by Company to Lenders thereunder or in respect thereof, shall, as of the Effective Date, be converted to, maintained as, assignments and owed by Company under or in respect of Tranche A Term Loans, Tranche B Term Loans and Revolving Loans, respectively, hereunder. Amounts repaid or prepaid in respect of Tranche A Term Loans and Tranche B Term Loans may not be reborrowed. Amounts repaid or prepaid in respect of the foregoing Revolving Loans may be repaid and reborrowed to but excluding the Revolving Loan Commitment Termination Datereallocations.