Common use of Refinancing Clause in Contracts

Refinancing. (a) On the Effective Date, all Indebtedness under the Existing Credit Agreement shall have been repaid in full and all commitments in respect thereof shall have been terminated and all Liens and guaranties in connection therewith shall have been terminated (and all appropriate releases, termination statements or other instruments of assignment with respect thereto shall have been obtained) to the reasonable satisfaction of the Administrative Agent. The Administrative Agent shall have received satisfactory evidence (including satisfactory pay-off letters, mortgage releases, intellectual property releases and UCC-3 termination statements) that the matters set forth in the immediately preceding sentence have been satisfied as of the Effective Date. (b) On the Effective Date, (i) the Borrower shall have repaid in full all of its outstanding Existing Mezzanine Subordinated Notes in accordance with the terms of the Existing Mezzanine Subordinated Notes Agreement, and the Existing Mezzanine Subordinated Notes Agreement shall have been terminated (the "Existing Mezzanine Subordinated Notes Redemption") and (ii) the Administrative Agent shall have received evidence, in form and substance reasonably satisfactory to it, that the Existing Mezzanine Subordinated Notes Redemption has been consummated. (c) On the Effective Date, (i) the Borrower shall have delivered to the Existing Senior Notes Trustee an irrevocable notice of redemption for all outstanding Existing Senior Notes, which redemption (the "Existing Senior Notes Redemption") shall be effected on a date (the "Existing Senior Notes Redemption Date") no later than 30 days following the Effective Date in accordance with the optional redemption provisions set forth in Article Three of the Existing Senior Notes Indenture, (ii) the Borrower shall have irrevocably deposited with the Existing Senior Notes Trustee cash in an amount sufficient to pay and discharge the entire Indebtedness on the outstanding Existing Senior Notes for principal of, premium, if any, and interest on such Existing Senior Notes through the Existing Senior Notes Redemption Date, (iii) the Borrower shall have paid all other sums that are then payable by the Borrower under the Existing Senior Notes Indenture, (iv) the Borrower shall have irrevocably instructed the Existing Senior Notes Trustee in writing to apply the funds referred to in preceding clause (ii) to the payment of the Existing Senior Notes on the Existing Senior Notes Redemption Date, and (v) the Administrative Agent shall have received evidence, in form and substance reasonably satisfactory to it, that the matters set forth in preceding clauses (i) through (iv) have been satisfied.

Refinancing. Borrower and its Subsidiaries shall have effected (a) On or will, on the Effective Restatement Date, effect) the repayment in full of all Indebtedness Loans outstanding under the Existing First Amended and Restated Credit Agreement, including, without limitation, the termination of all outstanding commitments in effect under the First Amended and Restated Credit Agreement shall have been repaid in full on terms and all commitments in respect thereof shall have been terminated conditions and all Liens and guaranties in connection therewith shall have been terminated (and all appropriate releases, termination statements or other instruments of assignment with respect thereto shall have been obtained) pursuant to the reasonable satisfaction of documentation reasonably satisfactory to the Administrative Agent. The Administrative Agent , and Arrangers shall have received (or will, on the Restatement Date, receive) evidence thereof reasonably satisfactory evidence (including satisfactory to Arrangers and a “pay-off lettersoff” letter or letters reasonably satisfactory to Arrangers with respect to such Loans, mortgage releasesas Arrangers shall have reasonably requested. Each Lender, intellectual property releases by delivering its signature page to this Agreement, shall be deemed to have acknowledged receipt of, and UCC-3 termination statements) consented to and approved, each Credit Document and each other document required to be approved by any Agent, Requisite Lenders or Lenders, as applicable on the Restatement Date. Notwithstanding anything to the contrary contained in this Agreement or the other Credit Documents, the parties hereto acknowledge and agree that the matters set forth in the immediately preceding sentence have been satisfied as of the Effective Date. (b) On the Effective Date, (i) the Borrower delivery of any document or instrument, and the taking of any action, set forth on Schedule 5.15 hereto shall have repaid not be a condition precedent to the Restatement Date but shall be required to be satisfied after the Restatement Date in full accordance with Schedule 5.15 hereto, and (ii) all conditions precedent and representations, warranties, covenants, Events of its outstanding Existing Mezzanine Subordinated Notes Default and other provisions contained in this Agreement and the other Credit Documents shall be deemed modified as set forth on Schedule 5.15 hereto (and to permit the taking of the actions described therein within the time periods required therein, rather than as elsewhere provided in the Credit Documents); provided that (x) to the extent any representation and warranty would not be true because the actions set forth therein were not taken on the Restatement Date, the respective representation and warranty shall be required to be true and correct in all material respects at the time the respective action is taken (or was required to be taken) in accordance with the terms provisions of the Existing Mezzanine Subordinated Notes Agreement, and the Existing Mezzanine Subordinated Notes Agreement shall have been terminated (the "Existing Mezzanine Subordinated Notes Redemption") Schedule 5.15 and (iiy) the Administrative Agent shall have received evidence, in form all representations and substance reasonably satisfactory to it, that the Existing Mezzanine Subordinated Notes Redemption has been consummated. (c) On the Effective Date, (i) the Borrower shall have delivered warranties relating to the Existing Senior Notes Trustee an irrevocable notice of redemption for all outstanding Existing Senior Notes, which redemption (the "Existing Senior Notes Redemption") shall be effected on a date (the "Existing Senior Notes Redemption Date") no later than 30 days following the Effective Date in accordance with the optional redemption provisions Collateral Documents set forth in Article Three of Schedule 5.15 shall be required to be true immediately after the Existing Senior Notes Indenture, (ii) the Borrower shall have irrevocably deposited with the Existing Senior Notes Trustee cash in an amount sufficient actions required to pay and discharge the entire Indebtedness on the outstanding Existing Senior Notes for principal of, premium, if any, and interest on such Existing Senior Notes through the Existing Senior Notes Redemption Date, (iii) the Borrower shall have paid all other sums that are then payable be taken by the Borrower under the Existing Senior Notes Indenture, (iv) the Borrower shall have irrevocably instructed the Existing Senior Notes Trustee in writing to apply the funds referred to in preceding clause (ii) to the payment of the Existing Senior Notes on the Existing Senior Notes Redemption Date, and (v) the Administrative Agent shall have received evidence, in form and substance reasonably satisfactory to it, that the matters set forth in preceding clauses (i) through (iv) Schedule 5.15 have been satisfiedtaken (or were required to be taken).

Refinancing. On or prior to the Initial Borrowing Date, (a) On the Effective Date, all Indebtedness under total commitments pursuant to the Existing Credit Agreement shall have been terminated, and all loans and notes with respect thereto shall have been repaid in full and (together with interest thereon), all commitments in respect thereof letters of credit issued thereunder shall have been terminated and all Liens and guaranties in connection therewith other amounts owing pursuant to the Existing Credit Agreement shall have been terminated paid in full, (and all appropriate releases, termination statements or other instruments of assignment with respect thereto b) there shall have been obtained) delivered to the reasonable satisfaction Administrative Agent true and correct copies of the Existing Senior Subordinated Note Documents, certified by a Responsible Officer of Holdings, (c) the creditors in respect of the Existing Credit Agreement shall have terminated and released (or delivered instruments of release in form and substance satisfactory to the Administrative Agent. The Administrative Agent ) all security interests in and Liens on all assets (including Vessels, Appurtenances, Real Property and Intellectual Property) of the Borrower and its Subsidiaries created pursuant to the security documentation relating to the Existing Credit Agreement, and such creditors shall have received satisfactory evidence (including satisfactory pay-off letters, mortgage releases, intellectual property releases and UCC-3 termination statements) that returned all Capital Stock pledged under the matters set forth in Existing Credit Agreement to the immediately preceding sentence have been satisfied as of the Effective Date. (b) On the Effective DateBorrower, (id) the Borrower shall have repaid caused to be purchased and cancelled, or irrevocably accepted for purchase and cancellation pursuant to documentation in full form and substance satisfactory to the Administrative Agent, all of its outstanding Existing Mezzanine Subordinated Notes in accordance with the terms of notes pursuant to the Existing Mezzanine Senior Subordinated Notes AgreementNote Documents tender offer, and the Existing Mezzanine Subordinated Notes Agreement shall have been terminated (the "Existing Mezzanine Subordinated Notes Redemption"e) and (ii) the Administrative Agent shall have received evidence, in form and substance reasonably satisfactory to it, that the Existing Mezzanine Subordinated Notes Redemption has been consummated. (c) On the Effective Date, (i) the Borrower shall have delivered to the Existing Senior Notes Trustee an irrevocable notice of redemption for all outstanding Existing Senior Notes, which redemption (the "Existing Senior Notes Redemption") shall be effected on a date (the "Existing Senior Notes Redemption Date") no later than 30 days following the Effective Date in accordance with the optional redemption provisions set forth in Article Three of the Existing Senior Notes Indenture, (ii) the Borrower shall have irrevocably deposited with the Existing Senior Notes Trustee cash in an amount sufficient to pay and discharge the entire Indebtedness on the outstanding Existing Senior Notes for principal of, premium, if any, and interest on such Existing Senior Notes through the Existing Senior Notes Redemption Date, (iii) the Borrower shall have paid all other sums that are then payable by the Borrower under the Existing Senior Notes Indenture, (iv) the Borrower shall have irrevocably instructed the Existing Senior Notes Trustee in writing to apply the funds referred to in preceding clause (ii) to the payment of the Existing Senior Notes on the Existing Senior Notes Redemption Date, and (v) the Administrative Agent shall have received evidence, in form and substance reasonably satisfactory to it, that the matters set forth in preceding clauses (i) through (iv) this Section 5.08 have been satisfiedsatisfied as of the Initial Borrowing Date, and (f) the Administrative Agent shall have received true and complete copies of all Reorganization Documents.

Refinancing. (a) On the Effective Initial Borrowing Date, all after giving effect to the Loans incurred on the Initial Borrowing Date, neither the Parent nor any of its Subsidiaries shall have any preferred stock or Indebtedness outstanding except for the Senior Preferred Stock, the Series B Preferred Stock, the Senior Notes, the Loans and the indemnity obligations under the Acquisition Documents, which indemnity obligations (other than any indemnity obligations set forth in the Stock Purchase Agreement) shall be reasonably satisfactory to the Agents and the Required Banks, and the Existing Credit Agreement Indebtedness, the amount and terms of which shall be reasonably satisfactory to the Agents and the Required Banks. On the Initial Borrowing Date, the Refinancings shall have occurred. On or prior to the Initial Borrowing Date, (i) each of the facilities, agreements and instruments under which Indebtedness or the Synthetic Lease to be refinanced as part of the Transaction was issued (collectively, the "Refinanced Indebtedness") shall have been repaid in full and terminated, (ii) all commitments in respect thereof under the Refinanced Indebtedness shall have been terminated permanently cancelled, (iii) the amount of all accrued interest, premiums, fees and commissions shall have been paid in full, (iv) all Liens and guaranties in connection therewith with the repayment of such Refinanced Indebtedness shall have been terminated (and all appropriate releases, termination statements or other instruments of assignment with respect thereto shall have been obtained) to and (v) all material waivers and consents necessary for the reasonable satisfaction consummation of the Administrative AgentTransaction and the other transactions contemplated by the Documents in respect of any Indebtedness of the Borrower or the Company (including any Refinanced Indebtedness) shall have been obtained. The Administrative Agent shall have received satisfactory evidence (including satisfactory pay-off letterscopies, mortgage releases, intellectual property releases certified as true and UCC-3 termination statements) that the matters set forth in the immediately preceding sentence have been satisfied as complete by an appropriate officer of the Effective Date. (b) On the Effective DateParent, (i) the Borrower shall have repaid of all documents executed in full all of its outstanding Existing Mezzanine Subordinated Notes in accordance connection with the terms Refinancings and the repayment of the Existing Mezzanine Subordinated Notes Agreement, Refinanced Indebtedness and the Existing Mezzanine Subordinated Notes Agreement shall have been terminated release of the Liens thereunder (collectively, the "Existing Mezzanine Subordinated Notes RedemptionTermination Documents") and (ii) the Administrative Agent shall have received evidence, in form and substance reasonably satisfactory to it, that the Existing Mezzanine Subordinated Notes Redemption has been consummated). (c) On the Effective Date, (i) the Borrower shall have delivered to the Existing Senior Notes Trustee an irrevocable notice of redemption for all outstanding Existing Senior Notes, which redemption (the "Existing Senior Notes Redemption") shall be effected on a date (the "Existing Senior Notes Redemption Date") no later than 30 days following the Effective Date in accordance with the optional redemption provisions set forth in Article Three of the Existing Senior Notes Indenture, (ii) the Borrower shall have irrevocably deposited with the Existing Senior Notes Trustee cash in an amount sufficient to pay and discharge the entire Indebtedness on the outstanding Existing Senior Notes for principal of, premium, if any, and interest on such Existing Senior Notes through the Existing Senior Notes Redemption Date, (iii) the Borrower shall have paid all other sums that are then payable by the Borrower under the Existing Senior Notes Indenture, (iv) the Borrower shall have irrevocably instructed the Existing Senior Notes Trustee in writing to apply the funds referred to in preceding clause (ii) to the payment of the Existing Senior Notes on the Existing Senior Notes Redemption Date, and (v) the Administrative Agent shall have received evidence, in form and substance reasonably satisfactory to it, that the matters set forth in preceding clauses (i) through (iv) have been satisfied.

Refinancing. (a) On Lessee has heretofore delivered to the Effective Agent true, correct and complete copies of (either executed or final forms prepared for execution, as appropriate) of each of the 2002 Securities Purchase Agreement, the Nortel Settlement Agreement, the Lucent Settlement Agreement, the Agreement Resolving All Outstanding Savvis-BIS Issues, the Letter Amendment to Global Purchase Agreement between Nortel and Lessee dated on or about the Closing Date, and the Warrant Agreement between the Lessee and Nortel, together with all Indebtedness under other agreements, instruments and documents executed and delivered in connection therewith, all exhibits, annexes and schedules thereto, and all amendments, modifications and supplements thereto (collectively, together with the Existing Credit Agreement shall 2002 Securities Purchase Agreement, the "Refinancing Documents"). Concurrently with the Closing Date, the transactions contemplated by the Refinancing Documents to be consummated on the Closing Date have been repaid in full consummated pursuant to and all commitments in respect thereof shall have been terminated and all Liens and guaranties in connection therewith shall have been terminated (and all appropriate releases, termination statements or other instruments of assignment with respect thereto shall have been obtained) to the reasonable satisfaction of the Administrative Agent. The Administrative Agent shall have received satisfactory evidence (including satisfactory pay-off letters, mortgage releases, intellectual property releases and UCC-3 termination statements) that the matters set forth in the immediately preceding sentence have been satisfied as of the Effective Date. (b) On the Effective Date, (i) the Borrower shall have repaid in full all of its outstanding Existing Mezzanine Subordinated Notes in accordance with the terms of the Existing Mezzanine Subordinated Notes AgreementRefinancing Documents. (b) The Refinancing Documents set forth the entire agreement among the parties thereto with respect to the subject matter thereof. No party to the Refinancing Documents has waived the fulfillment of any condition precedent set forth therein to the consummation of the transactions contemplated therein, no party has failed to perform any of its obligations thereunder or under any instrument or document executed and delivered in connection therewith, and nothing has come to the Existing Mezzanine Subordinated Notes Agreement shall have been terminated attention of Lessee or any other Credit Party that would cause it to believe that any of the representations or warranties contained in the Refinancing Documents were false or misleading when made or when reaffirmed (to the "Existing Mezzanine Subordinated Notes Redemption"extent so made or reaffirmed) and (ii) on the Administrative Agent shall have received evidence, in form and substance reasonably satisfactory to it, that the Existing Mezzanine Subordinated Notes Redemption has been consummatedClosing Date. (c) On Each applicable Savvis Party has the Effective Datecorporate power and authority to execute, (i) deliver and perform its obligations under each of the Borrower shall have delivered Refinancing Documents. Each of the execution and delivery by Lessee of each of the Refinancing Documents and the performance of its obligations hereunder and thereunder will be duly authorized prior to the Existing Senior Notes Trustee an irrevocable Closing Date by all requisite corporate and stockholder action and will not violate any provision of applicable law, any order of any court or other agency of government, the Certificate of Incorporation or Bylaws of Lessee, or any provision of any indenture, agreement or other instrument to which the Lessee or any Credit Party or their properties or assets is bound, or conflict with, result in a breach of or constitute (with due notice or lapse of redemption for all outstanding Existing Senior Notestime or both) a default, which redemption (or result in the "Existing Senior Notes Redemption") shall be effected on a date (the "Existing Senior Notes Redemption Date") no later than 30 days following the Effective Date creation or imposition of any liens, claims, charges, restrictions, rights of others, security interests, prior assignments or other encumbrances in accordance with the optional redemption provisions set forth in Article Three favor of any third Person upon any of the Existing Senior Notes Indenture, (ii) the Borrower shall have irrevocably deposited with the Existing Senior Notes Trustee cash in an amount sufficient to pay and discharge the entire Indebtedness on the outstanding Existing Senior Notes for principal of, premium, if any, and interest on such Existing Senior Notes through the Existing Senior Notes Redemption Date, (iii) the Borrower shall have paid all other sums that are then payable by the Borrower under the Existing Senior Notes Indenture, (iv) the Borrower shall have irrevocably instructed the Existing Senior Notes Trustee in writing to apply the funds referred to in preceding clause (ii) to the payment assets of the Existing Senior Notes on the Existing Senior Notes Redemption Date, and (v) the Administrative Agent shall have received evidence, in form and substance reasonably satisfactory to it, that the matters set forth in preceding clauses (i) through (iv) have been satisfiedLessee or any of Credit Party.

Refinancing. (ai) On the Effective Date, all Indebtedness under the Existing Credit Agreement The Securitization Notes shall have been repaid in full or satisfied and discharged and the Administrative Agent and the Arrangers shall have received evidence thereof satisfactory to them; (ii) with respect to Indebtedness listed on Schedule 3.1(d)(ii), the Administrative Agent and the Arrangers shall have received payoff letters (or evidence of repayment) duly executed and delivered by the appropriate Loan Parties and counterparties confirming that the relevant Indebtedness has been repaid or will be repaid prior to the end of the Refinancing Grace Period; (iii) with respect to Indebtedness listed on Schedule 3.1(d)(iii), the Administrative Agent and the Arrangers shall have received payoff letters (or evidence of repayment) duly executed and delivered by the appropriate Loan Parties and counterparties confirming that the relevant Indebtedness has been repaid or will be repaid on or prior to the Second Closing Date; (iv) all commitments in respect thereof Indebtedness of any Loan Party owed to or held by Sponsor or its Affiliates shall have been terminated repaid or cancelled and all Liens and guaranties in connection therewith shall have been terminated (and all appropriate releases, termination statements or other instruments of assignment with respect thereto shall have been obtained) to the reasonable satisfaction of the Administrative Agent. The Administrative Agent and the Arrangers shall have received evidence thereof satisfactory to them; and (v)the Administrative Agent and the Arrangers shall have received payoff letters duly executed and delivered by the appropriate Loan Parties and counterparties confirming that all Indebtedness of the Acquired Businesses owed to Orix Financial Services, Inc. and I▇▇▇▇ Franchise Capital Corporation has been repaid or will be repaid prior to the end of the Refinancing Grace Period or shall receive satisfactory evidence (including satisfactory pay-off letters, mortgage releases, intellectual property releases and UCC-3 termination statements) that such Indebtedness has been repaid or will be repaid on the matters set forth in Second Closing Date. With respect to any Indebtedness to be repaid pursuant to Section 7.18 prior to the immediately preceding sentence have been satisfied as end of the Effective Date. (b) On Refinancing Grace Period that pursuant to its terms could not be so repaid unless revocable notice of repayment is given on or prior to the Effective Initial Closing Date, (i) the Borrower shall have repaid in full all of its outstanding Existing Mezzanine Subordinated Notes in accordance with the terms of the Existing Mezzanine Subordinated Notes Agreement, and the Existing Mezzanine Subordinated Notes Agreement shall have been terminated (the "Existing Mezzanine Subordinated Notes Redemption") and (ii) the Administrative Agent shall have received evidence, in form and substance reasonably satisfactory to it, evidence that the Existing Mezzanine Subordinated Notes Redemption such notice has been consummateddelivered. (c) On the Effective Date, (i) the Borrower shall have delivered to the Existing Senior Notes Trustee an irrevocable notice of redemption for all outstanding Existing Senior Notes, which redemption (the "Existing Senior Notes Redemption") shall be effected on a date (the "Existing Senior Notes Redemption Date") no later than 30 days following the Effective Date in accordance with the optional redemption provisions set forth in Article Three of the Existing Senior Notes Indenture, (ii) the Borrower shall have irrevocably deposited with the Existing Senior Notes Trustee cash in an amount sufficient to pay and discharge the entire Indebtedness on the outstanding Existing Senior Notes for principal of, premium, if any, and interest on such Existing Senior Notes through the Existing Senior Notes Redemption Date, (iii) the Borrower shall have paid all other sums that are then payable by the Borrower under the Existing Senior Notes Indenture, (iv) the Borrower shall have irrevocably instructed the Existing Senior Notes Trustee in writing to apply the funds referred to in preceding clause (ii) to the payment of the Existing Senior Notes on the Existing Senior Notes Redemption Date, and (v) the Administrative Agent shall have received evidence, in form and substance reasonably satisfactory to it, that the matters set forth in preceding clauses (i) through (iv) have been satisfied.

Refinancing. (a) On the Effective Date, all Indebtedness under the Existing Credit Agreement The Refinancing shall have been repaid in full and all commitments in respect thereof consummated, or shall have been terminated and all Liens and guaranties in connection therewith shall have been terminated (and all appropriate releases, termination statements or other instruments of assignment with respect thereto shall have been obtained) to the reasonable satisfaction of the Administrative Agent. The Administrative Agent shall have received satisfactory evidence (including satisfactory pay-off letters, mortgage releases, intellectual property releases and UCC-3 termination statements) that the matters set forth in the immediately preceding sentence have been satisfied as of the Effective Date. (b) On the Effective Date, (i) the Borrower shall have repaid in full all of its outstanding Existing Mezzanine Subordinated Notes in accordance be consummated substantially concurrently with the terms of funding under the Existing Mezzanine Subordinated Notes AgreementTerm Facility, and the Existing Mezzanine Subordinated Notes Agreement shall have been terminated (the "Existing Mezzanine Subordinated Notes Redemption") and (ii) the Administrative Agent shall have received evidencecustomary release, discharge, and termination documentation evidencing the consummation thereof. Notwithstanding the foregoing, to the extent any security interest in form any Collateral is not or cannot be provided and/or perfected on the Closing Date (other than the pledge and substance reasonably satisfactory perfection of the security interests in (x) the certificated capital stock held by the Loan Parties (other than a pledge of any such certificate for any person that is a member of the Target if such certificate has not been made available to it, that Holdings at least two Business Days prior to the Existing Mezzanine Subordinated Notes Redemption has been consummated. (c) On the Effective Closing Date, so long as Holdings used commercially reasonable efforts to procure delivery thereof, it being agreed that any such certificate may instead be delivered within five Business Days after the Closing Date) (i) the Borrower shall have delivered or otherwise pursuant to the Existing Senior Notes Trustee an irrevocable notice of redemption for all outstanding Existing Senior Notes, which redemption (the "Existing Senior Notes Redemption") shall arrangements and timing to be effected on a date (the "Existing Senior Notes Redemption Date") no later than 30 days following the Effective Date in accordance with the optional redemption provisions set forth in Article Three of the Existing Senior Notes Indenture, (ii) the Borrower shall have irrevocably deposited with the Existing Senior Notes Trustee cash in an amount sufficient to pay and discharge the entire Indebtedness on the outstanding Existing Senior Notes for principal of, premium, if any, and interest on such Existing Senior Notes through the Existing Senior Notes Redemption Date, (iii) the Borrower shall have paid all other sums that are then payable agreed by the Borrower under the Existing Senior Notes Indenture, (iv) the Borrower shall have irrevocably instructed the Existing Senior Notes Trustee in writing to apply the funds referred to in preceding clause (ii) to the payment of the Existing Senior Notes on the Existing Senior Notes Redemption Date, and (v) the Administrative Agent in its reasonable discretion) and (y) other assets pursuant to which a lien may be perfected by the filing of a financing statement under the UCC with the Secretary of State (or other applicable filing office) in the applicable jurisdiction of organization of the Loan Parties) cannot be provided after your use of commercially reasonable efforts to do so, then the delivery and/or perfection of a security interest in such Collateral shall not constitute a condition precedent to the availability of the Facilities on the Closing Date but shall be required to be delivered within 90 days after the Closing Date (or otherwise pursuant to arrangements and timing to be mutually agreed by the Administrative Agent in its reasonable discretion). This paragraph, and the provisions herein, shall be referred to as the “Limited Conditionality Provisions”. For purposes of determining whether the conditions specified in this Section 4.01 have received evidencebeen satisfied on the Closing Date, in form by funding the Loans hereunder, the Administrative Agent, the Collateral Agent and substance reasonably each Lender that has executed this Agreement on the Closing Date shall be deemed to have consented to, approved or accepted, or to be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to itthe Administrative Agent, that the matters set forth in preceding clauses (i) through (iv) have been satisfiedCollateral Agent or such Lender, as the case may be.

Refinancing. (a) On or prior to the Effective Initial Borrowing Date, the total commitments pursuant to the Existing Credit Agreement shall have been terminated, and all Indebtedness loans and notes with respect thereto shall have been repaid in full (together with interest thereon), all letters of credit issued thereunder shall have been terminated or deemed issued under this Agreement pursuant to Section 2.01(d) and all other amounts owing pursuant to the Existing Credit Agreement shall have been repaid in full and all commitments (the “Refinancing”). The creditors in respect thereof shall have been terminated and all Liens and guaranties in connection therewith shall have been terminated (and all appropriate releases, termination statements or other instruments of assignment with respect thereto shall have been obtained) to the reasonable satisfaction of the Administrative Agent. The Administrative Agent shall have received satisfactory evidence (including satisfactory pay-off letters, mortgage releases, intellectual property releases and UCC-3 termination statements) that the matters set forth in the immediately preceding sentence have been satisfied as of the Effective Date. (b) On the Effective Date, (i) the Borrower shall have repaid in full all of its outstanding Existing Mezzanine Subordinated Notes in accordance with the terms of the Existing Mezzanine Subordinated Notes Credit Agreement shall have terminated and released all security interests in and Liens on the assets of Borrower and its Subsidiaries created pursuant to the security documentation relating to the Existing Credit Agreement, and such creditors shall have returned all assets (if any) in their possession pursuant to the security documentation relating to the Existing Mezzanine Subordinated Notes Credit Agreement shall have been terminated (to the "Existing Mezzanine Subordinated Notes Redemption") Borrower, and (ii) the Administrative Agent shall have received evidence, in form and substance reasonably satisfactory to it, that the Existing Mezzanine Subordinated Notes Redemption has been consummated. (c) On the Effective Date, (i) the Borrower shall have delivered to the Existing Senior Notes Trustee an irrevocable notice of redemption for all outstanding Existing Senior Notes, which redemption (the "Existing Senior Notes Redemption") shall be effected on a date (the "Existing Senior Notes Redemption Date") no later than 30 days following the Effective Date in accordance with the optional redemption provisions set forth in Article Three of the Existing Senior Notes Indenture, (ii) the Borrower shall have irrevocably deposited with the Existing Senior Notes Trustee cash in an amount sufficient to pay and discharge the entire Indebtedness on the outstanding Existing Senior Notes for principal of, premium, if any, and interest on such Existing Senior Notes through the Existing Senior Notes Redemption Date, (iii) the Borrower shall have paid all other sums that are then payable by the Borrower under the Existing Senior Notes Indenture, (iv) the Borrower shall have irrevocably instructed the Existing Senior Notes Trustee in writing to apply the funds referred to in preceding clause (ii) to the payment of the Existing Senior Notes on the Existing Senior Notes Redemption Date, and (v) the Administrative Agent shall have received evidence, in form and substance reasonably satisfactory to itAgent, that the matters set forth in preceding clauses this Section 5.13 have been satisfied as of the Initial Borrowing Date. (b) On or prior to the Initial Borrowing Date, the Borrower and its Subsidiaries shall have no outstanding Indebtedness except for (i) through the Loans, (ivii) have been satisfiedthe Senior Notes and (iii) certain other Indebtedness of the Borrower and its Subsidiaries listed on Schedule V. (c) After giving effect to the Refinancing and this Agreement, the financings incurred in connection herewith and the other transactions contemplated hereby, there shall be no conflict with, or default under, any material agreement of the Borrower or any of its Subsidiaries.

Refinancing. (a) On the Effective Initial Borrowing Date, the total commitments in respect of the Indebtedness to be Refinanced shall have been terminated, and all loans and notes with respect thereto shall have been repaid in full, together with interest thereon, all letters of credit issued thereunder shall have been terminated and all other amounts (including premiums) owing pursuant to the Indebtedness under the Existing Credit Agreement to be Refinanced shall have been repaid in full and all commitments documents in respect thereof shall have been terminated of the Indebtedness to be Refinanced and all Liens and guaranties in connection therewith shall have been terminated (and all appropriate releases, termination statements or other instruments of assignment guarantees with respect thereto shall have been obtained) terminated (except as to indemnification provisions, which may survive to the reasonable satisfaction extent provided therein) and be of the Administrative Agent. The Administrative Agent shall have received satisfactory evidence (including satisfactory pay-off letters, mortgage releases, intellectual property releases no further force and UCC-3 termination statements) that the matters set forth in the immediately preceding sentence have been satisfied as of the Effective Dateeffect. (b) On the Effective Initial Borrowing Date, (i) the Borrower creditors in respect of the Indebtedness to be Refinanced shall have repaid in full terminated and released any and all of security interests and Liens on the assets owned by ATC and its outstanding Existing Mezzanine Subordinated Notes in accordance with the terms of the Existing Mezzanine Subordinated Notes Agreement, and the Existing Mezzanine Subordinated Notes Agreement shall have been terminated (the "Existing Mezzanine Subordinated Notes Redemption") and (ii) the Administrative Subsidiaries. The Agent shall have received evidencesuch releases of security interests in and Liens on the assets owned by ATC and its Subsidiaries as may have been requested by the Agent, which releases shall be in form and substance reasonably satisfactory to itthe Agent. Without limiting the foregoing, that there shall have been delivered (i) proper termination statements (Form UCC-3 or the Existing Mezzanine Subordinated Notes Redemption has 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 ATC or any of its Subsidiaries in connection with the security interests created with respect to the Indebtedness to be Refinanced and the documentation related thereto, (ii) termination or reassignment of any security interest in, or Lien on, any patents, trademarks, copyrights, or similar interests of ATC or any of its Subsidiaries on which filings have been consummatedmade, (iii) terminations of all mortgages, leasehold mortgages, deeds of trust and leasehold deeds of trust created with respect to property of ATC or any of its Subsidiaries, 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 the Agent, and (iv) all collateral owned by ATC and its Subsidiaries in the possession of any of the creditors in respect of the Indebtedness to be Refinanced or any collateral agent or trustee under any related security document shall have been returned to ATC or its respective Subsidiary, as the case may be. (c) On the Effective Date, (i) the Borrower shall have delivered to the Existing Senior Notes Trustee an irrevocable notice of redemption for all outstanding Existing Senior Notes, which redemption (the "Existing Senior Notes Redemption") shall be effected on a date (the "Existing Senior Notes Redemption Date") no later than 30 days following the Effective Date in accordance with the optional redemption provisions set forth in Article Three of the Existing Senior Notes Indenture, (ii) the Borrower shall have irrevocably deposited with the Existing Senior Notes Trustee cash in an amount sufficient to pay and discharge the entire Indebtedness on the outstanding Existing Senior Notes for principal of, premium, if any, and interest on such Existing Senior Notes through the Existing Senior Notes Redemption Date, (iii) the Borrower shall have paid all other sums that are then payable by the Borrower under the Existing Senior Notes Indenture, (iv) the Borrower shall have irrevocably instructed the Existing Senior Notes Trustee in writing to apply the funds referred to in preceding clause (ii) to the payment of the Existing Senior Notes on the Existing Senior Notes Redemption Date, and (v) the Administrative The Agent shall have received evidence, in form and substance reasonably satisfactory to it, that the matters set forth in preceding clauses (i) through (iv) this Section 5.08 have been satisfiedsatisfied as of the Initial Borrowing Date.

Refinancing. (a) On the Effective DateInitial Borrowing Date (after having ----------- given effect to the Recapitalization) and concurrently with the incurrence of Loans on such date, approximately $75,200,000 of Indebtedness of the Borrower consisting of existing Capitalized Lease Obligations, purchase money indebtedness and all outstanding Indebtedness under the Existing Alliance Credit Agreement shall have been repaid in full full, together with all fees and all other amounts owing thereon (the "Refinanced Indebtedness") and the total commitments in respect thereof under the Existing Alliance Credit Agreement shall have been terminated and all Liens and guaranties in connection therewith shall have been terminated (and all appropriate releases, termination statements or other instruments of assignment with respect thereto shall have been obtained) to the reasonable satisfaction of the Administrative Agent. The Administrative Agent shall have received satisfactory evidence (including satisfactory pay-off letters, mortgage releases, intellectual property releases and UCC-3 termination statements) that the matters set forth in the immediately preceding sentence have been satisfied as of the Effective Dateterminated. (b) On the Effective Date, (i) the Borrower shall have repaid in full all of its outstanding Existing Mezzanine Subordinated Notes in accordance Initial Borrowing Date and concurrently with the terms incurrence of the Existing Mezzanine Subordinated Notes AgreementLoans on such date, all security interests in respect of, and Liens securing, the Existing Mezzanine Subordinated Notes Agreement Refinanced Indebtedness shall have been terminated (and released, and the "Existing Mezzanine Subordinated Notes Redemption") and (ii) the Administrative Agent shall have received evidenceall such releases as may have been requested by the Agent, which releases shall be in form -41- and substance satisfactory to the Agent and the Required Banks. Without limiting the foregoing, there shall have been delivered to the Agent (w) 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 Borrower or any of its Subsidiaries in connection with the security interests created with respect to the Refinanced Indebtedness and the documentation related thereto, (x) terminations or reassignments of any security interest in, or Lien on, any patents, trademarks, copyrights, or similar interests of the Borrower or any of its Subsidiaries on which filings have been made, (y) terminations of all mortgages, leasehold mortgages and deeds of trust created with respect to property of the Borrower or any of its Subsidiaries, in each case, to secure the obligations under the Refinanced Indebtedness, all of which shall be in form and substance reasonably satisfactory to itthe Agent and the Required Banks, that and (z) all collateral owned by the Borrower or any of its Subsidiaries in the possession of any agent, collateral agent or trustee for the creditors under the Existing Mezzanine Subordinated Notes Redemption has been consummatedAlliance Credit Agreement or any related security document. (c) On the Effective DateInitial Borrowing Date and after giving effect to the Transaction, the Borrower and its Subsidiaries shall have no Indebtedness or Preferred Stock outstanding other than (i) the Borrower shall have delivered to the Existing Senior Notes Trustee an irrevocable notice of redemption for all outstanding Existing Senior Notes, which redemption (the "Existing Senior Notes Redemption") shall be effected on a date (the "Existing Senior Notes Redemption Date") no later than 30 days following the Effective Date in accordance with the optional redemption provisions set forth in Article Three of the Existing Senior Notes IndentureLoans, (ii) the Borrower shall have irrevocably deposited with the Existing Senior Notes Trustee cash in an amount sufficient to pay and discharge the entire Indebtedness on the outstanding Existing Senior Notes for principal of, premium, if any, and interest on such Existing Senior Notes through the Existing Senior Notes Redemption DateSubordinated Notes, (iii) the Borrower shall have paid all other sums that are then payable by the Borrower under the Existing Senior Notes Indenture, PIK Preferred Stock and (iv) certain other indebtedness existing on the Borrower shall have irrevocably instructed Initial Borrowing Date as listed on Schedule IV in an aggregate outstanding principal amount not to exceed $15,000,000 (with the Indebtedness described in this subclause (iv) being herein called "Existing Senior Notes Trustee in writing to apply Indebtedness"). On and as of the funds referred to in preceding clause (ii) to the payment Initial Borrowing Date, all of the Existing Senior Notes Indebtedness shall remain outstanding after giving effect to the Transaction and the other transactions contemplated hereby without any default or event of default existing thereunder or arising as a result of the Transaction and the other transactions contemplated hereby (except to the extent amended or waived by the parties thereto on terms and conditions satisfactory to the Agent and the Required Banks), and there shall not be any amendments or modifications to the Existing Senior Notes Redemption Date, and Indebtedness Agreements other than as requested or approved by the Agent or the Required Banks. (vd) the Administrative The Agent shall have received evidenceevidence in form, in form scope and substance reasonably satisfactory to it, the Agent and the Required Banks that the matters set forth in preceding clauses (i) through (iv) this Section 5.09 have been satisfiedsatisfied on the Initial Borrowing Date.

Refinancing. (a) On the Third Restatement Effective DateDate and ----------- concurrently with the incurrence of Tranche D Term Loans on such date, all (i) approximately $62,043,571 of Indebtedness of SMT and its Subsidiaries under the Existing SMT Credit Agreement shall have been repaid in full full, together with all fees and other amounts owing thereunder (the "SMT Refinanced Indebtedness"), (ii) all commitments in respect thereof under the Existing SMT Credit Agreement shall have been terminated and (iii) all Liens and guaranties in connection therewith outstanding letters of credit under the Existing SMT Credit Agreement shall have been terminated (and all appropriate releases, termination statements or other instruments incorporated as Letters of assignment with respect thereto shall have been obtained) to the reasonable satisfaction of the Administrative Agent. The Administrative Agent shall have received satisfactory evidence (including satisfactory pay-off letters, mortgage releases, intellectual property releases and UCC-3 termination statements) that the matters set forth in the immediately preceding sentence have been satisfied Credit hereunder as of the Effective Datecontemplated by Section 2.01(e). (b) On the Third Restatement Effective Date, (i) the Borrower shall have repaid in full all of its outstanding Existing Mezzanine Subordinated Notes in accordance Date and concurrently with the terms incurrence of the Existing Mezzanine Subordinated Notes AgreementLoans on such date, all security interests in respect of, and Liens securing, the Existing Mezzanine Subordinated Notes Agreement SMT Refinanced Indebtedness shall have been terminated (the "Existing Mezzanine Subordinated Notes Redemption") and (ii) released, and the Administrative Agent shall have received evidenceall such releases as may have been requested by the Administrative Agent, which releases shall be in form and substance reasonably satisfactory to itthe Agents and the Required Banks. Without limiting the foregoing, that there shall have been delivered to the Existing Mezzanine Subordinated Notes Redemption has Administrative Agent (x) 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 SMT and its Subsidiaries in connection with the security interests created with respect to the SMT Refinanced Indebtedness and the documentation related thereto, (y) terminations or reassignments of any security interest in, or Lien on, any patents, trademarks, copyrights, or similar interests of SMT and its Subsidiaries on which filings have been consummatedmade and (z) terminations of all mortgages, leasehold mortgages and deeds of trust created with respect to property of SMT and its Subsidiaries, in each case, to secure the obligations under the SMT Refinanced Indebtedness, all of which shall be in form and substance satisfactory to the Agents and the Required Banks. (c) On the Third Restatement Effective Date and after giving effect to the Transaction and the incurrence of Loans on the Third Restatement Effective Date, the Borrower and its Subsidiaries shall have no Indebtedness or Preferred Stock outstanding other than (i) the Borrower shall have delivered to the Existing Senior Notes Trustee an irrevocable notice of redemption for all outstanding Existing Senior Notes, which redemption (the "Existing Senior Notes Redemption") shall be effected on a date (the "Existing Senior Notes Redemption Date") no later than 30 days following the Effective Date in accordance with the optional redemption provisions set forth in Article Three of the Existing Senior Notes IndentureLoans, (ii) the Borrower shall have irrevocably deposited with the Existing Senior Notes Trustee cash in an amount sufficient to pay and discharge the entire Indebtedness on the outstanding Existing Senior Notes for principal of, premium, if any, and interest on such Existing Senior Notes through the Existing Senior Notes Redemption DateSubordinated Notes, (iii) the Borrower shall have paid all other sums that are then payable by the Borrower under the Existing Senior Notes Indenture, PIK Preferred Stock and (iv) certain other indebtedness existing on the Borrower shall have irrevocably instructed Third Restatement Effective Date as listed on Schedule IV in an aggregate outstanding principal amount not to exceed $40,000,000 (with the Indebtedness at any time listed on Schedule IV being herein called the "Scheduled Existing Indebtedness" and the Scheduled Existing Indebtedness, together with the Senior Notes Trustee in writing to apply Subordinated Notes, being herein called the funds referred to in preceding clause (ii) to "Existing Indebtedness"). On and as of the payment Third Restatement Effective Date, all of the Existing Senior Notes Indebtedness shall remain outstanding after giving effect to the Transaction and the incurrence of Loans on such date without any default or event of default existing thereunder or arising as a result thereof (except to the extent (x) amended or waived by the parties thereto on terms and conditions satisfactory to the Agents and the Required Banks or (y) the aggregate principal amount of the Scheduled Existing Indebtedness subject or giving rise to a default or event of default does not exceed $3,000,000), and there shall not be any amendments or modifications to the Existing Senior Notes Redemption Date, and Indebtedness Agreements other than as requested or approved by the Agents or the Required Banks. (vd) the The Administrative Agent shall have received evidenceevidence in form, in form scope and substance reasonably satisfactory to it, the Agents and the Required Banks that the matters set forth in preceding clauses (i) through (iv) this Section 5.10 have been satisfiedsatisfied on the Third Restatement Effective Date.

Refinancing. On or prior to the Funding Date, (a) On the Effective Date, all Indebtedness under total commitments pursuant to the Existing Credit Agreement shall have been terminated, and all loans and notes with respect thereto shall have been repaid in full and (together with interest thereon), all commitments in respect thereof letters of credit issued thereunder shall have been terminated and all Liens and guaranties in connection therewith shall have been terminated (and all appropriate releases, termination statements or other instruments of assignment with respect thereto shall have been obtained) amounts owing pursuant to the reasonable satisfaction of the Administrative Agent. The Administrative Agent shall have received satisfactory evidence (including satisfactory pay-off letters, mortgage releases, intellectual property releases and UCC-3 termination statements) that the matters set forth in the immediately preceding sentence have been satisfied as of the Effective Date. (b) On the Effective Date, (i) the Borrower shall have repaid in full all of its outstanding Existing Mezzanine Subordinated Notes in accordance with the terms of the Existing Mezzanine Subordinated Notes Agreement, and the Existing Mezzanine Subordinated Notes Credit Agreement shall have been terminated paid in full, (b) there shall have been delivered to you true and correct copies of the "Existing Mezzanine Senior Subordinated Notes Redemption") and Note Documents, certified by a Responsible Officer of Holdings, (iic) the Administrative Agent creditors in respect of the Existing Credit Agreement shall have terminated and released (or delivered instruments of release in form and substance satisfactory to you) all security interests in and Liens on all assets (including Vessels, Appurtenances, Real Property and Intellectual Property) of the Company and its Subsidiaries created pursuant to the security documentation relating to the Existing Credit Agreement, and such creditors shall have returned all Capital Stock pledged under the Existing Credit Agreement to the Company, (d) the Company shall have caused to be purchased and cancelled, or irrevocably accepted for purchase and cancellation pursuant to documentation in form and substance satisfactory to you, all outstanding notes pursuant to the Existing Senior Subordinated Note Documents tender offer, (e) you shall have received evidence, in form and substance reasonably satisfactory to it, that the Existing Mezzanine Subordinated Notes Redemption has been consummated. (c) On the Effective Date, (i) the Borrower shall have delivered to the Existing Senior Notes Trustee an irrevocable notice of redemption for all outstanding Existing Senior Notes, which redemption (the "Existing Senior Notes Redemption") shall be effected on a date (the "Existing Senior Notes Redemption Date") no later than 30 days following the Effective Date in accordance with the optional redemption provisions set forth in Article Three of the Existing Senior Notes Indenture, (ii) the Borrower shall have irrevocably deposited with the Existing Senior Notes Trustee cash in an amount sufficient to pay and discharge the entire Indebtedness on the outstanding Existing Senior Notes for principal of, premium, if any, and interest on such Existing Senior Notes through the Existing Senior Notes Redemption Date, (iii) the Borrower shall have paid all other sums that are then payable by the Borrower under the Existing Senior Notes Indenture, (iv) the Borrower shall have irrevocably instructed the Existing Senior Notes Trustee in writing to apply the funds referred to in preceding clause (ii) to the payment of the Existing Senior Notes on the Existing Senior Notes Redemption Date, and (v) the Administrative Agent shall have received evidence, in form and substance reasonably satisfactory to ityou, that the matters set forth in preceding clauses (i) through (iv) this Section 4.12 have been satisfiedsatisfied as of the Funding Date, and (f) you shall have received true and complete copies of all Reorganization Documents.

Refinancing. (a) On or prior to the Effective Initial Borrowing Date, the commitments under the Existing Credit Agreement shall have been terminated, all Indebtedness loans outstanding thereunder shall have been repaid in full, together with all accrued and unpaid interest thereon, all accrued and unpaid fees thereon shall have been paid in full, all letters of credit issued thereunder shall have been terminated (or cash collateralized or incorporated as Letters of Credit under this Agreement) and all other amounts owing pursuant to the Existing Credit Agreement shall have been repaid in full and all commitments in respect thereof shall have been terminated and all Liens and guaranties in connection therewith shall have been terminated (and all appropriate releases, termination statements or other instruments of assignment with respect thereto shall have been obtained) to the reasonable satisfaction of the Administrative Agent. The Administrative Agent shall have received satisfactory evidence (including satisfactory pay-off letters, mortgage releases, intellectual property releases and UCC-3 termination statements) that the matters set forth in the immediately preceding sentence have been satisfied as of the Effective Datefull. (b) On the Effective Initial Borrowing Date, (i) all security interests in respect of, and Liens securing, obligations under the Existing Credit Agreement relating to the Borrower shall have repaid in full all of and its outstanding Existing Mezzanine Subordinated Notes in accordance with the terms of the Existing Mezzanine Subordinated Notes Agreement, and the Existing Mezzanine Subordinated Notes Agreement Subsidiaries shall have been terminated (and released to the "Existing Mezzanine Subordinated Notes Redemption") satisfaction of the Agents, and (ii) the Administrative Agent shall have received evidenceall such releases as may have been requested by the Agents, which releases shall be in form and substance reasonably satisfactory to itthe Agents. Without limiting the foregoing, that there shall have been delivered (i) proper termination statements (Form UCC-3, “in lieu of” continuation statements or the appropriate equivalent) for filing under the UCC of (A) each jurisdiction where a financing statement (Form UCC-1 or the equivalent) was filed with respect to the Company or any of its Subsidiaries in connection with the security interests created pursuant to the Existing Mezzanine Subordinated Notes Redemption has Credit Agreement and the documentation related thereto and (B) each jurisdiction of organization for the Company and each of its Subsidiaries and (ii) a termination or reassignment of any security interest in, or Lien on, any patents, trademarks, copyrights or similar interests of the Company or any of its Subsidiaries on which filings have been consummatedmade to secure obligations under the Existing Credit Agreement, fully executed by the appropriate parties, all of which shall be in form and substance satisfactory to the Agents. (c) On All of the Effective Dateterms and conditions of the Refinancing shall be satisfactory to the Agents, (i) and all conditions to the Borrower consummation of the Refinancing shall have delivered been satisfied (and not waived, unless consented to by the Agents and the Required Lenders), to the Existing Senior Notes Trustee an irrevocable notice satisfaction of redemption for the Agents and the Required Lenders. Each component of the Refinancing shall have been consummated in all outstanding Existing Senior Notes, which redemption (the "Existing Senior Notes Redemption") shall be effected on a date (the "Existing Senior Notes Redemption Date") no later than 30 days following the Effective Date material respects in accordance with the optional redemption provisions set forth in Article Three terms and conditions of the Existing Senior Notes Indenturedocumentation thereof and all applicable laws. (d) On or prior to the Initial Borrowing Date, the General Motors Acceptance Corporation credit facility of the Company shall have been repaid in full (except for the $1.5 billion cash collateralized portion of the General Motors Acceptance Corporation credit facility) (and all commitments thereunder terminated and any liens (other than liens on such cash collateral) securing such credit facilities released to the satisfaction of the Agents) and the Borrower and its Subsidiaries shall have no outstanding Indebtedness or material contingent liabilities, except for indebtedness incurred pursuant to (i) this Agreement, (ii) the Borrower shall have irrevocably deposited with the Existing Senior Notes Trustee cash in an amount sufficient to pay and discharge the entire Indebtedness on the outstanding Existing Senior Notes for principal of, premium, if any, and interest on such Existing Senior Notes through the Existing Senior Notes Redemption Date, (iii) the Borrower shall have paid Existing Indebtedness. All terms and conditions of all other sums that are then payable by the Borrower under the Existing Senior Notes Indenture, (iv) the Borrower shall have irrevocably instructed the Existing Senior Notes Trustee in writing Indebtedness permitted to apply the funds referred to in preceding clause (ii) remain outstanding after giving effect to the payment of the Existing Senior Notes on the Existing Senior Notes Redemption Date, and (v) the Administrative Agent Refinancing shall have received evidence, in form and substance reasonably be required to be satisfactory to it, that the matters set forth Agents in preceding clauses (i) through (iv) have been satisfiedtheir sole discretion.

Refinancing. (a) On the Effective Initial Borrowing Date and after giving effect to the Acquisition and the Loans incurred on the Initial Borrowing Date, neither the Borrower nor any of its Subsidiaries shall have any Indebtedness outstanding except for (x) the Obligations and (y) the Existing Indebtedness. Schedule IV sets forth a true and complete list of all Indebtedness to be Refinanced, in each case showing the aggregate principal amount thereof and accrued interest thereon (immediately before giving effect to the Initial Borrowing Date) and the name of the respective borrower thereof. On the Initial Borrowing Date, all Indebtedness under to be Refinanced (other than the Existing Credit Agreement Glendale Debt to the extent that same is to be refinanced after the Initial Borrowing Date) shall have been repaid in full and all commitments in respect thereof shall have been terminated and all Liens and guaranties in connection therewith shall have been terminated (and all appropriate releases, termination statements or other instruments of assignment with respect thereto shall have been obtained) to the reasonable satisfaction of the Administrative AgentAgents. The Administrative Agent Agents shall have received evidence, in form and substance reasonably satisfactory evidence (including satisfactory pay-off lettersto them, mortgage releases, intellectual property releases and UCC-3 termination statements) that the matters set forth in the immediately preceding sentence have been satisfied as of the Effective Initial Borrowing Date. (b) On . In addition, on or prior to the Effective Initial Borrowing Date, (i) the Borrower shall have repaid informed the Agents in full all of its outstanding writing as to whether the Borrower intends to refinance the Existing Mezzanine Subordinated Notes in accordance with the terms Glendale Debt as part of the Existing Mezzanine Subordinated Notes Agreement, and the Existing Mezzanine Subordinated Notes Agreement shall have been terminated (the "Existing Mezzanine Subordinated Notes Redemption") and (ii) the Administrative Agent shall have received evidence, in form and substance reasonably satisfactory to it, that the Existing Mezzanine Subordinated Notes Redemption has been consummatedRefinancing. (c) On the Effective Date, (i) the Borrower shall have delivered to the Existing Senior Notes Trustee an irrevocable notice of redemption for all outstanding Existing Senior Notes, which redemption (the "Existing Senior Notes Redemption") shall be effected on a date (the "Existing Senior Notes Redemption Date") no later than 30 days following the Effective Date in accordance with the optional redemption provisions set forth in Article Three of the Existing Senior Notes Indenture, (ii) the Borrower shall have irrevocably deposited with the Existing Senior Notes Trustee cash in an amount sufficient to pay and discharge the entire Indebtedness on the outstanding Existing Senior Notes for principal of, premium, if any, and interest on such Existing Senior Notes through the Existing Senior Notes Redemption Date, (iii) the Borrower shall have paid all other sums that are then payable by the Borrower under the Existing Senior Notes Indenture, (iv) the Borrower shall have irrevocably instructed the Existing Senior Notes Trustee in writing to apply the funds referred to in preceding clause (ii) to the payment of the Existing Senior Notes on the Existing Senior Notes Redemption Date, and (v) the Administrative Agent shall have received evidence, in form and substance reasonably satisfactory to it, that the matters set forth in preceding clauses (i) through (iv) have been satisfied.

Refinancing. (a) On the Effective Initial Borrowing Date, the total commitments in respect of the Indebtedness to be Refinanced shall have been terminated, and all Indebtedness under the Existing Credit Agreement loans with respect thereto shall have been repaid in full with the proceeds of the initial Loan hereunder, together with interest thereon, all letters of credit and all commitments in respect thereof bank guaranties issued thereunder shall have been terminated and all Liens and guaranties in connection therewith other amounts owing pursuant to the Indebtedness to be Refinanced shall have been terminated (repaid in full with the proceeds of the initial Loan hereunder and all appropriate releases, termination statements or other instruments documents in respect of assignment the Indebtedness to be Refinanced and all guarantees with respect thereto shall have been obtained) 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 reasonable satisfaction Lender) and be of the Administrative Agent. The Administrative Agent shall have received satisfactory evidence (including satisfactory pay-off letters, mortgage releases, intellectual property releases no further force and UCC-3 termination statements) that the matters set forth in the immediately preceding sentence have been satisfied as of the Effective Dateeffect. (b) On the Effective Initial Borrowing Date, (i) 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 Parent, the Borrower shall have repaid in full all of its outstanding Existing Mezzanine Subordinated Notes in accordance with the terms of the Existing Mezzanine Subordinated Notes Agreement, and the Existing Mezzanine Subordinated Notes Agreement shall have been terminated (the "Existing Mezzanine Subordinated Notes Redemption") and (ii) the Administrative Agent their respective Subsidiaries. The Lender shall have received evidencesuch releases of security interests in and Liens on the assets owned by Parent, the Borrower and their respective Subsidiaries as may have been requested by the Lender, which releases shall be in form form, scope and substance reasonably satisfactory to itthe Lender. Without limiting the foregoing, that there shall have been delivered (i) proper termination statements (Form UCC-3 or the Existing Mezzanine Subordinated Notes Redemption has 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 Parent, the Borrower or any of their respective Subsidiaries in connection with the security interests created with respect to the Indebtedness to be Refinanced and the documentation related thereto, (ii) termination or reassignment of any security interest in, or Lien on, any patents, trademarks, copyrights, or similar interests of Parent, the Borrower or any of their respective Subsidiaries on which filings have been consummatedmade, (iii) terminations of all mortgages, leasehold mortgages, deeds of trust and leasehold deeds of trust created with respect to property of Parent, the Borrower or any of their respective Subsidiaries, in each case, to secure the obligations in respect of the Indebtedness to be Refinanced, all of which such terminations shall be in form, scope and substance reasonably satisfactory to the Lender and (iv) all collateral owned by Parent, the Borrower or any of their respective Subsidiaries in the possession of any of the creditors in respect of the Indebtedness to be Refinanced or any collateral agent or trustee under any related security document shall have been returned to Parent, the Borrowers or such Subsidiary. (c) On the Effective Date, (i) the Borrower The Refinancing shall have delivered to the Existing Senior Notes Trustee an irrevocable notice of redemption for been consummated in all outstanding Existing Senior Notes, which redemption (the "Existing Senior Notes Redemption") shall be effected on a date (the "Existing Senior Notes Redemption Date") no later than 30 days following the Effective Date material respects in accordance with all applicable laws. On or prior to the optional redemption provisions set forth in Article Three of the Existing Senior Notes Indenture, (ii) the Borrower shall have irrevocably deposited with the Existing Senior Notes Trustee cash in an amount sufficient to pay and discharge the entire Indebtedness on the outstanding Existing Senior Notes for principal of, premium, if any, and interest on such Existing Senior Notes through the Existing Senior Notes Redemption Initial Borrowing Date, (iii) the Borrower shall have paid all other sums that are then payable by the Borrower under the Existing Senior Notes Indenture, (iv) the Borrower shall have irrevocably instructed the Existing Senior Notes Trustee in writing to apply the funds referred to in preceding clause (ii) to the payment of the Existing Senior Notes on the Existing Senior Notes Redemption Date, and (v) the Administrative Agent Lender shall have received evidencetrue and correct copies of all Refinancing Documents, certified as such by an appropriate officer of Parent. (d) The Lender shall have received evidence in form form, scope and substance reasonably satisfactory to it, the Lender that the matters set forth in preceding clauses (i) through (iv) this Section 5.06 have been satisfiedsatisfied on the Initial Borrowing Date.

Refinancing. (a) On the Effective Original Closing Date, all Indebtedness after giving effect ----------- to the loans incurred under the Existing Credit Agreement on the Original Closing Date, neither the Parent nor any of its Subsidiaries shall have any preferred stock or Indebtedness outstanding except for the Senior Preferred Stock, the Series B Preferred Stock, the Senior Notes, the loans incurred on the Original Closing Date and the indemnity obligations under the Acquisition Documents, which indemnity obligations (other than any indemnity obligations set forth in the Stock Purchase Agreement) shall be reasonably satisfactory to the Agents and the Required Banks, and the Original Indebtedness, the amount and terms of which shall be reasonably satisfactory to the Agents and the Required Banks. On the Original Closing Date, the Refinancings shall have occurred. On or prior to the Original Closing Date, (i) each of the facilities, agreements and instruments under which Indebtedness or the synthetic lease included in the Refinancings or otherwise to be refinanced as part of the Transaction was issued (collectively, the "Refinanced Indebtedness") shall have been repaid in full and terminated, (ii) ----------------------- all commitments in respect thereof under the Refinanced Indebtedness shall have been terminated permanently cancelled, (iii) the amount of all accrued interest, premiums, fees and commissions shall have been paid in full, (iv) all Liens and guaranties in connection therewith with the repayment of such Refinanced Indebtedness shall have been terminated (and all appropriate releases, termination statements or other instruments of assignment with respect thereto shall have been obtained) to and (v) all material waivers and consents necessary for the reasonable satisfaction consummation of the Administrative AgentTransaction and the other transactions contemplated by the Documents in respect of any Indebtedness of the Borrower or the Company (including any Refinanced Indebtedness) shall have been obtained. The Administrative Agent shall have received satisfactory evidence (including satisfactory pay-off letterscopies, mortgage releases, intellectual property releases certified as true and UCC-3 termination statements) that the matters set forth in the immediately preceding sentence have been satisfied as complete by an appropriate officer of the Effective Date. (b) On the Effective DateParent, (i) the Borrower shall have repaid of all documents executed in full all of its outstanding Existing Mezzanine Subordinated Notes in accordance connection with the terms Refinancings and the repayment of the Existing Mezzanine Subordinated Notes Agreement, Refinanced Indebtedness and the Existing Mezzanine Subordinated Notes Agreement shall have been terminated release of the Liens thereunder (collectively, the "Existing Mezzanine Subordinated Notes RedemptionTermination Documents") and (ii) the Administrative Agent shall have received evidence, in form and substance reasonably satisfactory to it, that the Existing Mezzanine Subordinated Notes Redemption has been consummated. (c) On the Effective Date, (i) the Borrower shall have delivered to the Existing Senior Notes Trustee an irrevocable notice of redemption for all outstanding Existing Senior Notes, which redemption (the "Existing Senior Notes Redemption") shall be effected on a date (the "Existing Senior Notes Redemption Date") no later than 30 days following the Effective Date in accordance with the optional redemption provisions set forth in Article Three of the Existing Senior Notes Indenture, (ii) the Borrower shall have irrevocably deposited with the Existing Senior Notes Trustee cash in an amount sufficient to pay and discharge the entire Indebtedness on the outstanding Existing Senior Notes for principal of, premium, if any, and interest on such Existing Senior Notes through the Existing Senior Notes Redemption Date, (iii) the Borrower shall have paid all other sums that are then payable by the Borrower under the Existing Senior Notes Indenture, (iv) the Borrower shall have irrevocably instructed the Existing Senior Notes Trustee in writing to apply the funds referred to in preceding clause (ii) to the payment of the Existing Senior Notes on the Existing Senior Notes Redemption Date, and (v) the Administrative Agent shall have received evidence, in form and substance reasonably satisfactory to it, that the matters set forth in preceding clauses (i) through (iv) have been satisfied.). ----------------------

Refinancing. (a) On the Effective Initial Borrowing Date and after giving effect to the Loans incurred on the Initial Borrowing Date, the Firstlink Merger and the other transactions contemplated hereby, neither Holdings nor any of its Subsidiaries shall have any Indebtedness or preferred stock outstanding except for the Loans, and up to $2,500,000 of Capitalized Lease Obligation and the outstanding preferred stock of Holdings set forth on Schedule V. (b) The Agents and the Required Banks shall be satisfied with the amount of and the terms and conditions of the repayment of, and termination of all commitments and documentation relating to, all Indebtedness under the Existing Credit Agreement shall have been repaid in full and all commitments in respect thereof shall have been terminated and all Liens and guaranties by Holdings or its Subsidiaries, in connection therewith with the transactions contemplated hereby (collectively, the "Refinanced Indebtedness") and the amount of all accrued interest, premiums, fees, commissions and expenses owing in connection with the repayment of such Refinanced Indebtedness. In no event shall the aggregate amount paid pursuant to the preceding sentence exceed $13,000,000. All Liens arising in connection with such Refinanced Indebtedness shall have been terminated (and all appropriate releases, termination statements or other instruments of assignment with respect thereto shall have been obtained) ), in each case to the reasonable satisfaction of the Administrative Agent. The Administrative Agent Agents and the Required Banks, and the Banks shall have received satisfactory evidence (including satisfactory pay-off letters, mortgage releases, intellectual property releases and UCC-3 termination statements) that the matters set forth in the immediately preceding sentence have been satisfied as opinions of the Effective Date. (b) On the Effective Date, (i) the Borrower shall have repaid in full all of its outstanding Existing Mezzanine Subordinated Notes in accordance with the terms of the Existing Mezzanine Subordinated Notes Agreement, and the Existing Mezzanine Subordinated Notes Agreement shall have been terminated (the "Existing Mezzanine Subordinated Notes Redemption") and (ii) the Administrative Agent shall have received evidence, counsel to such effect in form and substance reasonably satisfactory to it, that the Existing Mezzanine Subordinated Notes Redemption has been consummatedAgents and the Required Banks. (c) On the Effective Date, (i) the Borrower The Agents shall have delivered to received copies, certified as true and complete by an appropriate officer of Holdings, of all documents executed in connection with the Existing Senior Notes Trustee an irrevocable notice repayment and termination of redemption for all outstanding Existing Senior Notes, which redemption the Refinanced Indebtedness and the release of the Liens thereunder (the "Existing Senior Notes RedemptionDebt Termination Documents") all of which shall be effected on a date (the "Existing Senior Notes Redemption Date") no later than 30 days following the Effective Date in accordance with the optional redemption provisions set forth in Article Three of the Existing Senior Notes Indenture, (ii) the Borrower shall have irrevocably deposited with the Existing Senior Notes Trustee cash in an amount sufficient to pay and discharge the entire Indebtedness on the outstanding Existing Senior Notes for principal of, premium, if any, and interest on such Existing Senior Notes through the Existing Senior Notes Redemption Date, (iii) the Borrower shall have paid all other sums that are then payable by the Borrower under the Existing Senior Notes Indenture, (iv) the Borrower shall have irrevocably instructed the Existing Senior Notes Trustee in writing to apply the funds referred to in preceding clause (ii) to the payment of the Existing Senior Notes on the Existing Senior Notes Redemption Date, and (v) the Administrative Agent shall have received evidence, in form and substance reasonably satisfactory to it, that the matters set forth in preceding clauses (i) through (iv) have been satisfiedAgents and the Required Banks.

Refinancing. (ai) On or prior to the Effective DateInitial Borrowing Date ----------- and prior to or concurrently with the incurrence of the Loans on such date, all Indebtedness under the Existing Credit Agreement Refinancing shall have been repaid in full and all commitments in respect thereof shall have been terminated and all Liens and guaranties in connection therewith shall have been terminated (and all appropriate releases, termination statements or other instruments of assignment with respect thereto shall have been obtained) to the reasonable satisfaction of the Administrative Agent. The Administrative Agent shall have received satisfactory evidence (including satisfactory pay-off letters, mortgage releases, intellectual property releases and UCC-3 termination statements) that the matters set forth in the immediately preceding sentence have been satisfied as of the Effective Date. (b) On the Effective Date, (i) the Borrower shall have repaid in full all of its outstanding Existing Mezzanine Subordinated Notes consummated in accordance with the terms of the Existing Mezzanine Subordinated Notes AgreementRefinancing Documents and all applicable laws, and each of the Existing Mezzanine Subordinated Notes Agreement conditions precedent to the consummation of the Refinancing shall have been terminated (satisfied and not waived, except with the "Existing Mezzanine Subordinated Notes Redemption") consent of the Administrative Agent and (ii) the Required Banks, to the satisfaction of the Administrative Agent, and the Administrative Agent shall have received evidenceevidence in form, in form scope and substance reasonably satisfactory to it, it that the Existing Mezzanine Subordinated Notes Redemption has matters set forth in this clause (h)(i) have been consummatedsatisfied at such time. (cii) On or prior to the Effective DateInitial Borrowing Date and prior to or concurrently with the incurrence of the Loans on such date, (i) the Borrower creditors in respect of the Indebtedness to be repaid pursuant to the Refinancing shall have delivered to terminated and released any and all security interests in and liens on the Existing Senior Notes Trustee an irrevocable notice of redemption for all outstanding Existing Senior Notescapital stock of, which redemption (the "Existing Senior Notes Redemption") shall be effected on a date (the "Existing Senior Notes Redemption Date") no later than 30 days following the Effective Date in accordance with the optional redemption provisions set forth in Article Three of the Existing Senior Notes Indentureand assets owned by, (ii) the Borrower Holdings and its Subsidiaries, and shall have irrevocably deposited released Holdings and each of its Subsidiaries from any guarantees entered in connection with the Existing Senior Notes Trustee cash in an amount sufficient to pay and discharge the entire Indebtedness on the outstanding Existing Senior Notes for principal of, premium, if anyany such Indebtedness, and interest on such Existing Senior Notes through the Existing Senior Notes Redemption Date, (iii) the Borrower shall have paid all other sums that are then payable by the Borrower under the Existing Senior Notes Indenture, (iv) the Borrower shall have irrevocably instructed the Existing Senior Notes Trustee in writing to apply the funds referred to in preceding clause (ii) to the payment of the Existing Senior Notes on the Existing Senior Notes Redemption Date, and (v) the Administrative Agent shall have received evidenceall such releases as may have been reasonably requested by the Administrative Agent, which releases shall be in form and substance reasonably satisfactory to itthe Administrative Agent. (iii) On or prior to the Initial Borrowing Date, that there shall have been delivered to the matters set forth Administrative Agent true and correct copies of all Refinancing Documents, and all of the terms and conditions of such Refinancing Documents shall be in preceding clauses form and substance satisfactory to the Administrative Agent. (iv) On the Initial Borrowing Date and after giving effect to the Transaction and the other transactions contemplated hereby, neither Holdings nor any of its Subsidiaries shall have any Indebtedness or preferred stock outstanding except for (i) through the Loans, (ii) the Senior Subordinated Notes, (iii) the New South Holdings Notes and (iv) have been satisfiedConversion Preferred Stock.

Refinancing. (a) On or prior to the Effective Closing Date, (i) all Indebtedness indebtedness under the Existing Credit Agreement Receivables Discounting Facility, dated as of December 5, 2002 between ▇▇▇▇▇▇▇▇ Financial Services Ltd. ("MFSL") and the Parent (as amended, modified and/or supplemented, the "EXISTING CREDIT AGREEMENT") shall have been repaid in full and all commitments in respect thereof shall have been terminated and all Liens and guaranties in connection therewith shall have been terminated (and all appropriate releases, termination statements or other instruments of assignment with respect thereto shall have been obtained) ), or arrangements shall have been made therefore, to the reasonable satisfaction of Laurus and (ii) all indebtedness (the Administrative Agent"Existing Convertible Debt") owed by the Parent to Bristol Investment Fund, Ltd, Alpha Capital AG and Tazbaz Holdings Ltd. (collectively, the "CONVERTIBLE DEBT HOLDERS") and their respective affiliates, shall have been indefeasibly repaid in full and all commitments in respect thereof shall have been terminated and all Liens and guaranties (if any) in connection therewith shall have been terminated (and all appropriate releases, termination statements or other instruments of assignment with respect thereto shall have been obtained), the Convertible Debt Holders shall have waived all applicable or potential prepayment penalties arising in connection with the Existing Convertible Debt, all outstanding warrants issued to the Convertible Debt Holders shall have been cancelled, and all shares of common stock held by the Convertible Debt Holders shall have been cancelled or returned to the Parent, or arrangements shall have been made therefore, in each case to the reasonable satisfaction of Laurus. The Administrative Agent Laurus shall have received satisfactory evidence (including satisfactory pay-off letters, mortgage releases, intellectual property releases and UCC-3 termination statements) that the matters set forth in the immediately preceding sentence have been satisfied as of the Effective Closing Date. (b) On the Effective Date, (i) the Borrower shall have repaid in full all of its outstanding Existing Mezzanine Subordinated Notes in accordance with the terms of the Existing Mezzanine Subordinated Notes Agreement, and the Existing Mezzanine Subordinated Notes Agreement shall have been terminated (the "Existing Mezzanine Subordinated Notes Redemption") and (ii) the Administrative Agent shall have received evidence, in form and substance reasonably satisfactory to it, that the Existing Mezzanine Subordinated Notes Redemption has been consummated. (c) On the Effective Date, (i) the Borrower shall have delivered to the Existing Senior Notes Trustee an irrevocable notice of redemption for all outstanding Existing Senior Notes, which redemption (the "Existing Senior Notes Redemption") shall be effected on a date (the "Existing Senior Notes Redemption Date") no later than 30 days following the Effective Date in accordance with the optional redemption provisions set forth in Article Three of the Existing Senior Notes Indenture, (ii) the Borrower shall have irrevocably deposited with the Existing Senior Notes Trustee cash in an amount sufficient to pay and discharge the entire Indebtedness on the outstanding Existing Senior Notes for principal of, premium, if any, and interest on such Existing Senior Notes through the Existing Senior Notes Redemption Date, (iii) the Borrower shall have paid all other sums that are then payable by the Borrower under the Existing Senior Notes Indenture, (iv) the Borrower shall have irrevocably instructed the Existing Senior Notes Trustee in writing to apply the funds referred to in preceding clause (ii) to the payment of the Existing Senior Notes on the Existing Senior Notes Redemption Date, and (v) the Administrative Agent shall have received evidence, in form and substance reasonably satisfactory to it, that the matters set forth in preceding clauses (i) through (iv) have been satisfied.

Refinancing. (ai) On the Effective Escrow Release Date, the total commitments in respect of the Indebtedness to be Refinanced shall have been terminated, and all loans and indebtedness with respect thereto shall have been repaid in full, together with interest thereon, all letters of credit issued thereunder shall have been terminated and all other amounts owing pursuant to the Indebtedness under the Existing Credit Agreement to be Refinanced shall have been repaid in full and all commitments operative agreements in respect thereof shall have been terminated of the Indebtedness to be Refinanced and all Liens and guaranties in connection therewith shall have been terminated (and all appropriate releases, termination statements or other instruments of assignment guarantees with respect thereto shall have been obtainedterminated (except (x) as to indemnification provisions contained therein which by their express terms are intended to survive such termination and as are reasonably satisfactory to the reasonable satisfaction Agents and (y) existing letters of credit which are to remain outstanding pursuant to arrangements satisfactory to the Agents) and to be of no further force and effect (collectively, the "Refinancing"). (ii) On the Escrow Release Date, the creditors in respect of the Administrative AgentIndebtedness to be Refinanced shall have terminated and released all security interests and Liens on the assets owned by the Canadian Parent and its Subsidiaries (including the Wallace Entities). The Administrative Agent shall have received such ▇▇▇▇▇▇es of security interests in and Liens on the assets owned by the Canadian Parent and its Subsidiaries as may have been requested by the Administrative Agent, which releases shall be in form, scope and substance reasonably satisfactory evidence to each of the Agents. Without limiting the foregoing, there shall have been delivered (including w) 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 Canadian Parent or any of its Subsidiaries in connection with the security interests created with respect to the Indebtedness to be Refinanced and the documentation related thereto, (x) termination or reassignment of any security interest in, or Lien on, any patents, trademarks, copyrights, or similar interests of the Canadian Parent or any of its Subsidiaries on which filings have been made, (y) terminations of all mortgages, leasehold mortgages, deeds of trust and leasehold deeds of trust created with respect to property of the Canadian Parent or any of its Subsidiaries, in each case, to secure the obligations in respect of the Indebtedness to be Refinanced, all of which shall be in form, scope and substance reasonably satisfactory pay-off letters, mortgage releases, intellectual property releases to each of the Agents and UCC-3 termination statements(z) that all collateral owned by the matters set forth Canadian Parent or any of its Subsidiaries in the immediately preceding sentence possession of any of the creditors in respect of the Indebtedness to be Refinanced or any collateral agent or trustee under any related security document shall have been satisfied as of returned to the Effective DateCanadian Parent or such Subsidiary. (biii) On the Effective Date, (i) the Borrower The Refinancing shall have repaid been consummated in full all of its outstanding Existing Mezzanine Subordinated Notes material respects in accordance with the terms of Refinancing Documents and all applicable laws. On the Existing Mezzanine Subordinated Notes AgreementEscrow Release Date, and the Existing Mezzanine Subordinated Notes Agreement shall have been terminated (the "Existing Mezzanine Subordinated Notes Redemption") and (iix) the Administrative Agent shall have received evidencetrue and correct copies of all Refinancing Documents, certified as such by appropriate officer of the Canadian Parent, (y) all Refinancing Documents, and all terms and conditions thereof, shall be in form and substance reasonably satisfactory to it, that the Existing Mezzanine Subordinated Notes Redemption has been consummated. Agents and (cz) On all Refinancing Documents shall be in full force and effect. Each of the Effective Date, (i) the Borrower shall have delivered conditions prece- dent to the Existing Senior Notes Trustee an irrevocable notice consummation of redemption for all outstanding Existing Senior Notes, which redemption (the "Existing Senior Notes Redemption") shall be effected on a date (the "Existing Senior Notes Redemption Date") no later than 30 days following the Effective Date in accordance with the optional redemption provisions Refinancing as set forth in Article Three the Refinancing Documents shall have been satisfied in all material respects and not waived, consented to or approved except with the consent of the Existing Senior Notes IndentureAgents, (ii) the Borrower shall have irrevocably deposited with the Existing Senior Notes Trustee cash in an amount sufficient to pay and discharge the entire Indebtedness on the outstanding Existing Senior Notes for principal of, premium, if any, and interest on such Existing Senior Notes through the Existing Senior Notes Redemption Date, (iii) the Borrower shall have paid all other sums that are then payable by the Borrower under the Existing Senior Notes Indenture, (iv) the Borrower shall have irrevocably instructed the Existing Senior Notes Trustee in writing to apply the funds referred to in preceding clause (ii) to the payment reasonable satisfaction of the Existing Senior Notes on the Existing Senior Notes Redemption Date, and (v) the Administrative Agent shall have received evidence, in form and substance reasonably satisfactory to it, that the matters set forth in preceding clauses (i) through (iv) have been satisfiedAgents.

Refinancing. (a) On the Effective Initial Borrowing Date, all Indebtedness the commitments under the Existing Credit Agreement Indebtedness to be Refinanced shall have been terminated, all loans outstanding thereunder shall have been repaid in full full, together with all accrued and unpaid interest thereon, all commitments accrued and unpaid fees thereon shall have been paid in respect thereof full, all letters of credit issued thereunder shall have been terminated and all Liens and guaranties in connection therewith other amounts owing pursuant to the Indebtedness to be Refinanced shall have been terminated (and all appropriate releases, termination statements or other instruments of assignment with respect thereto shall have been obtained) to the reasonable satisfaction of the Administrative Agent. The Administrative Agent shall have received satisfactory evidence (including satisfactory pay-off letters, mortgage releases, intellectual property releases and UCC-3 termination statements) that the matters set forth repaid in the immediately preceding sentence have been satisfied as of the Effective Datefull. (b) On the Effective Initial Borrowing Date, (i) the Borrower shall have repaid all security interests in full all of its outstanding Existing Mezzanine Subordinated Notes in accordance with the terms of the Existing Mezzanine Subordinated Notes Agreementrespect of, and Liens securing, obligations under the Existing Mezzanine Subordinated Notes Agreement Indebtedness to be Refinanced shall have been terminated (and released to the "Existing Mezzanine Subordinated Notes Redemption") satisfaction of the Agents, and (ii) the Administrative Agent shall have received evidenceall such releases as may have been requested by the Agents, which releases shall be in form and substance reasonably satisfactory to itthe Agents. Without limiting the foregoing, that the Existing Mezzanine Subordinated Notes Redemption has there shall have been consummated. (c) On the Effective Date, delivered (i) proper termination statements (Form UCC-3 or the Borrower shall have delivered appropriate equivalent) for filing under the UCC of each jurisdiction where a financing statement Form UCC-1 or equivalent was filed with respect to Holdings or any of its Subsidiaries in connection with the security interests created pursuant to the Existing Senior Notes Trustee an irrevocable notice of redemption for all outstanding Existing Senior Notes, which redemption (Indebtedness to be Refinanced and the "Existing Senior Notes Redemption") shall be effected on a date (the "Existing Senior Notes Redemption Date") no later than 30 days following the Effective Date in accordance with the optional redemption provisions set forth in Article Three of the Existing Senior Notes Indenturedocumentation related thereto, (ii) termination or reassignment of any security interest in, or Lien on, any patents, trademarks, copyrights or similar interests of Holdings or any of its Subsidiaries on which filings have been made to secure obligations under the Borrower shall have irrevocably deposited with the Existing Senior Notes Trustee cash in an amount sufficient Indebtedness to pay be Refinanced and discharge the entire Indebtedness on the outstanding Existing Senior Notes for principal of, premium, if any, and interest on such Existing Senior Notes through the Existing Senior Notes Redemption Date, (iii) terminations of all mortgages, leasehold mortgages and deeds of trusts created with respect to property of Holdings or any of its Subsidiaries to secure the Borrower shall have paid all other sums that are then payable by the Borrower obligations under the Existing Senior Notes IndentureIndebtedness to be Refinanced, (iv) the Borrower all of which shall have irrevocably instructed the Existing Senior Notes Trustee in writing to apply the funds referred to in preceding clause (ii) to the payment of the Existing Senior Notes on the Existing Senior Notes Redemption Date, and (v) the Administrative Agent shall have received evidence, be in form and substance reasonably satisfactory to it, that the matters set forth in preceding clauses (i) through (iv) have been satisfiedAgents.