“Existing Letters of Credit” means those irrevocable letters of credit previously issued under the Prior Agreement which remain outstanding on the date hereof, will be deemed to be Letters of Credit issued under this Agreement, and which are set forth on [Schedule 1.01(A)] hereto.

Existing LCs. The Existing LCs will be deemed to be Letters of Credit issued under this Agreement on the Effective Date.

#[[Organization A:Organization]], [[Organization B:Organization]], Lenders, and Issuer hereby acknowledge and agree that all Existing Letters of Credit shall constitute Letters of Credit under this Agreement on and after the Closing Date.

“Existing Issuing Bank”: JPMorgan Chase Bank, N.A., Citibank, N.A. and Bank of America, N.A., as issuers of the Existing Letters of Credit.

Use the proceeds of the Credit Extensions # for working capital, capital expenditures, and other general corporate purposes not in contravention of any Law or of any Loan Document, including acquisitions, and # to refinance in full the obligations under the Prior Agreement (other than the Existing Letters of Credit) and to carry forward the Existing Letters of Credit hereunder.

shall not be required to issue additional Letters of Credit or extend or otherwise amend any existing Letter of Credit.

“Letter of Credit” means any letter of credit issued hereunder and shall include the Existing Letters of Credit. A Letter of Credit may be a commercial letter of credit or a standby letter of credit. Letters of Credit may be issued in Dollars or in an Alternative Currency.

The Administrative Agent shall have received evidence satisfactory to it that the commitments under the Existing Credit Agreement shall have been terminated and cancelled and all indebtedness and other outstanding payment obligations thereunder shall have been fully repaid (except to the extent being so repaid with the initial Revolving Loans and except in the case of the Existing Letters of Credit deemed to be reissued under [Section 2.06] of this Agreement; provided, however, that all fees owing in respect of such Existing Letters of Credit under the Existing Credit Agreement shall be repaid in full).

“Existing Letters of Credit” has the meaning assigned to such term in Section 2.06(a).

Existing Defaults. No Loan Party is in default in the performance, observance or fulfillment of any of the obligations contained in any Contractual Obligation applicable to it, and no condition exists which, with or without the giving of notice or the lapse of time, would constitute a default under any such Contractual Obligation, except, in any such case, where the consequences, direct or indirect, of such default or defaults, if any, could not reasonably be expected to have a Material Adverse Effect on the Loan Parties, taken as a whole.