Common use of Consummation of the Refinancing Clause in Contracts

Consummation of the Refinancing. (a) On or prior to the Effective Date, all Indebtedness of Holdings and its Subsidiaries under the Existing Credit Agreement and the Existing Receivables Securitization Facility shall have been repaid in full, together with all fees and other amounts owing thereon, all commitments under the Existing Credit Agreement and the Existing Receivables Securitization Facility shall have been terminated and all letters of credit issued pursuant to the Existing Credit Agreement shall have been terminated or incorporated herein as Existing Letters of Credit, all existing Accounts owned by Affinia Receivables LLC which were purchased under the Existing Receivables Securitization Facility shall have been reconveyed to the Credit Parties, and the Administrative Agent shall have received such pay-off letters or other evidence that the Refinancing and reconveyance has occurred as the Administrative Agent may have reasonably requested. (b) On or prior to the Effective Date, all security interests in respect of, and Liens securing, the Indebtedness under the Existing Credit Agreement and the Existing Receivables Securitization Facility shall have been terminated and released, and the Administrative Agent shall have received all such releases as may have been reasonably requested by the Administrative Agent, which releases shall be in form and substance reasonably satisfactory to the Agents.