Common use of Refinancing Amendments Clause in Contracts

Refinancing Amendments. (a) On one or more occasions after the Closing Date, the Borrowers may obtain, from any Lender or any Additional Refinancing Lender, Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Term Loans then outstanding under this Agreement, in the form of Other Term Loans or Other Term Loan Commitments, pursuant to a Refinancing Amendment. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 (which, for the avoidance of doubt, shall not require compliance with Section 7.09 for any incurrence of Other Term Loans) and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) customary legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Closing Date (conformed as appropriate) and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Credit Agreement Refinancing Indebtedness is provided with the benefit of the applicable Loan Documents. (b) Each issuance of Credit Agreement Refinancing Indebtedness under Section 2.15(a) shall be in an aggregate principal amount that is (x) $50 million or (y) an integral multiple of $5 million in excess thereof, unless the Administrative Agent shall otherwise agree in its discretion. (c) Each of the parties hereto hereby agrees that this Agreement and the other Loan Documents may be amended pursuant to a Refinancing Amendment, without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto, including without limitation to incorporate the applicable lenders in respect of Other Term Loans as “Lenders”, and the Other Term Loans as “Loans” and/or “Term Loans”, for all applicable purposes hereunder, including the definition of Required Lenders and to establish any tranche of Other Term Loans an independent Class or Facility, as applicable, and (ii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and Parent, to effect the provisions of this Section 2.15, and the Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment, which shall not, for the avoidance of doubt be subject to Section 10.01.

Refinancing Amendments. (a) On one or more occasions At any time after the Closing Date, the Borrowers a Borrower may obtain, from any Lender or any Additional Refinancing LenderEligible Assignee, Credit Agreement Refinancing Indebtedness in respect of (a) all or any portion of the Term Loans and Incremental Term Loans then outstanding under this AgreementAgreement (which for purposes of this clause (a) will be deemed to include any then outstanding Other Term Loans) or (b) all or any portion of the Revolving Loans (or unused Revolving Commitments) and Incremental Revolving Loans (or unused Incremental Revolving Commitments) under this Agreement (which for purposes of this clause (b) will be deemed to include any then outstanding Other Revolving Loans and Other Revolving Commitments), in the form of (x) Other Term Loans or Other Term Loan Commitments or (y) Other Revolving Loans or Other Revolving Commitments, as the case may be, in each case pursuant to a Refinancing Amendment; provided that such Credit Agreement Refinancing Indebtedness will rank pari passu in right of payment and of security with the other Loans and Commitments hereunder. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 (which, for the avoidance of doubt, shall not require compliance with Section 7.09 for any incurrence of Other Term Loans) and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) customary legal opinions, board resolutions and resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Section 4.01 (conformed other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion and such other changes as appropriate) and (ii) reaffirmation agreements and/or such amendments are reasonably satisfactory to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Credit Agreement Refinancing Indebtedness is provided with the benefit of the applicable Loan Documents. (b) Agent). Each issuance Class of Credit Agreement Refinancing Indebtedness incurred under this Section 2.15(a) 2.18 shall be in an aggregate principal amount that is (x) (A) not less than $50 million 25,000,000 in the case of Other Term Loans or $10,000,000 in the case of Other Revolving Loans and (yB) an integral multiple of $5 million 1,000,000 in excess thereofthereof or (y) such other amount as shall represent a refinancing of a Class of Loans in its entirety. Any Refinancing Amendment may, unless with the consent of the applicable L/C Issuers and Swing Line Lender, provide for the issuance of Letters of Credit for the account of the applicable Borrower, or the provision to such Borrower of Swing Line Loans, pursuant to any Other Revolving Commitments established thereby, in each case on terms substantially equivalent to the terms applicable to Letters of Credit and Swing Line Loans under the Revolving Commitments. The Administrative Agent shall otherwise agree in its discretion. (c) promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that this Agreement and that, upon the other Loan Documents may be amended pursuant to a effectiveness of any Refinancing Amendment, without the consent of any other Lenders, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto, thereto (including without limitation any amendments necessary to incorporate treat the applicable lenders in respect of Loans and Commitments subject thereto as Other Term Loans as “Lenders”Loans, and the Other Revolving Loans, Other Revolving Commitments and/or Other Term Loans as “Loans” and/or “Term Loans”Commitments). Any Refinancing Amendment may, for all applicable purposes hereunderwithout the consent of any other Lenders, including the definition of Required Lenders and to establish any tranche of Other Term Loans an independent Class or Facility, as applicable, and (ii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and Parenteach applicable Borrower, to effect the provisions of this Section 2.15Section. In addition, if so provided in the relevant Refinancing Amendment and with the consent of each L/C Issuer, participations in Letters of Credit expiring on or after the Revolving Termination Date shall be reallocated from Lenders hereby expressly authorize holding Revolving Commitments to Lenders holding extended revolving commitments in accordance with the Administrative Agent to enter into any terms of such Refinancing Amendment; provided, which however, that such Participation Interests shall, upon receipt thereof by the relevant Lenders holding Other Revolving Commitments, be deemed to be Participation Interests in respect of such Other Revolving Commitments and the terms of such Participation Interests (including, without limitation, the commission applicable thereto) shall not, for be adjusted accordingly. (b) This Section 2.18 shall supersede any provisions in Section 2.12 or Section 10.01 to the avoidance of doubt be subject to Section 10.01contrary.

Refinancing Amendments. (a) On one or more occasions At any time after the Closing Effective Date, the Borrowers Borrower may obtain, from any Lender or any Additional Refinancing Term Lender, Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Term Loans then outstanding under this Agreement, Agreement (which for purposes of this clause (a) will be deemed to include any then outstanding Other Term Loans) in the form of Other Term Loans or Other Term Loan Commitments, Commitments pursuant to a Refinancing Amendment; provided that such Credit Agreement Refinancing Indebtedness (i) will be unsecured or will rank pari passu or junior in right of payment and of security with the other Loans and Commitments hereunder, (ii) will have such pricing and optional prepayment terms as may be agreed by the Borrower and the Lenders thereof, and (iii) the Net Proceeds of such Credit Agreement Refinancing Indebtedness shall be applied, substantially concurrently with the incurrence thereof, to the prepayment of outstanding Term Loans being so refinanced. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 (which, for as agreed between the avoidance of doubt, shall not require compliance with Section 7.09 for any incurrence of Other Term Loans) lenders providing such Credit Agreement Refinancing Indebtedness and the Borrower and, to the extent reasonably requested by the Term Administrative Agent, receipt by the Term Administrative Agent of (i) customary legal opinions, board resolutions and resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Effective Date under Section 4.01 (conformed as appropriate) and (ii) reaffirmation agreements and/or other than changes to such amendments legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Collateral Documents as may be reasonably requested by the Term Administrative Agent in order to ensure that such Credit Agreement Refinancing Indebtedness is provided with the benefit of the applicable Loan Documents. (b) Agent). Each issuance Class of Credit Agreement Refinancing Indebtedness incurred under this Section 2.15(a) 2.21 shall be in an aggregate principal amount that is (x) not less than $50 million or 10,000,000 in the case of Other Term Loans and (y) an integral multiple of $5 million 1,000,000 in excess thereof, thereof (in each case unless the Borrower and the Term Administrative Agent otherwise agree). The Term Administrative Agent shall otherwise agree in its discretion. (c) promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that this Agreement and that, upon the other Loan Documents may be amended pursuant to a effectiveness of any Refinancing Amendment, without the consent of any other Lenders, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto, thereto (including without limitation any amendments necessary to incorporate treat the applicable lenders in respect of Loans and Commitments subject thereto as Other Term Loans as “Lenders”, and the and/or Other Term Loans as “Loans” and/or “Term Loans”Commitments). Any Refinancing Amendment may, for all applicable purposes hereunderwithout the consent of any other Lenders, including the definition of Required Lenders and to establish any tranche of Other Term Loans an independent Class or Facility, as applicable, and (ii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Term Administrative Agent and Parentthe Borrower, to effect the provisions of this Section. (b) This Section 2.15, and 2.21 shall supersede any provisions in Section 2.18 or Section 9.02 to the Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment, which shall not, for the avoidance of doubt be subject to Section 10.01contrary.

Refinancing Amendments. (a) On one or more occasions At any time after the Closing Effective Date, the Borrowers Borrower may obtain, from any Lender or any Additional Refinancing Lender, Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Term Loans then outstanding under this AgreementAgreement (which for purposes of this clause (a) will be deemed to include any then outstanding Other Term Loans), in the form of Other Term Loans or Other Term Loan Commitments, pursuant to a Refinancing Amendment. The effectiveness ; provided that the Net Proceeds of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 (which, for the avoidance of doubt, shall not require compliance with Section 7.09 for any incurrence of Other Term Loans) and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) customary legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Closing Date (conformed as appropriate) and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Credit Agreement Refinancing Indebtedness is provided shall be applied, substantially concurrently with the benefit incurrence thereof, to the prepayment (or reduction) of outstanding Indebtedness being so refinanced, as the applicable Loan Documents. (b) case may be, and accompanied by any prepayment premium payable thereon in accordance with the terms hereof. Each issuance Class of Credit Agreement Refinancing Indebtedness incurred under this Section 2.15(a) 2.21 shall be in an aggregate principal amount that is (x) not less than $50 million or 5,000,000 in the case of Other Term Loans and (y) an integral multiple of $5 million 1,000,000 in excess thereof, thereof (in each case unless the Borrower and the Administrative Agent otherwise agree). The Administrative Agent shall otherwise agree in its discretion. (c) promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that this Agreement and that, upon the other Loan Documents may be amended pursuant to a effectiveness of any Refinancing Amendment, without the consent of any other Lenders, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto, thereto (including without limitation any amendments necessary to incorporate treat the applicable lenders in respect of Loans and Commitments subject thereto as Other Term Loans as “Loans). Any Refinancing Amendment may, without the consent of any other Lenders”, and the Other Term Loans as “Loans” and/or “Term Loans”, for all applicable purposes hereunder, including the definition of Required Lenders and to establish any tranche of Other Term Loans an independent Class or Facility, as applicable, and (ii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and Parentthe Lead Borrower, to effect the provisions of this Section. (b) This Section 2.15, and 2.21 shall supersede any provisions in Section 2.18 or Section 9.02 to the Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment, which shall not, for the avoidance of doubt be subject to Section 10.01contrary.

Refinancing Amendments. (a) On one So long as no Default or more occasions Event of Default exists or would arise therefrom, at any time after the Closing Date, the Borrowers may obtain, from any Lender or any Additional Refinancing Lender, Credit Agreement Refinancing Indebtedness in respect of all or the Facility (which for purposes of this clause (a) will be deemed to include any portion then outstanding (w) Other Term Loans, (x) Accordion Term Loans, (y) Other Revolving Credit Loans and (z) Loans provided against the Accordion Revolving Commitments, but will exclude the commitments in respect of the Term Last-Out Tranche unless (1) the Loans then comprising the Last-Out Tranche are the only Loans outstanding under this Agreement, and (2) the Commitments for the Revolving Credit Facility (excluding the Last-Out Tranche) have been terminated) in the form of (i) one or more Other Term Loans or Other Term Loan Commitments, (ii) one or more Other Revolving Credit Loans or Other Revolving Credit Commitments, or (iii) in the case of the Last-Out Tranche, a new “first-in, last-out” tranche, as the case may be, in each case pursuant to a Refinancing Amendment. Each Tranche of Credit Agreement Refinancing Indebtedness incurred under this Subsection 2.7 shall be in an aggregate principal amount that is (x) not less than $15,000,000 in the case of Other Term Loans or $15,000,000 in the case of Other Revolving Loans and (y) an integral multiple of $5,000,000 in excess thereof. (b) The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 (which, for the avoidance of doubt, shall not require compliance with Section 7.09 for any incurrence of Other Term Loans) Subsection 6.2 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) customary legal opinions, board resolutions and resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Subsection 6.1 (conformed as appropriate) and (ii) reaffirmation agreements and/or other than changes to such amendments legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion). Any Refinancing Amendment may provide for the issuance of Letters of Credit for the account of the Parent Borrower, or the provision to the Collateral Documents as may be reasonably requested by Parent Borrower of Swingline Loans, pursuant to any Other Revolving Credit Commitments established thereby, in each case on terms substantially equivalent to the Administrative Agent in order terms applicable to ensure that such Credit Agreement Refinancing Indebtedness is provided with the benefit of the applicable Loan Documents. (b) Each issuance Letters of Credit Agreement Refinancing Indebtedness and Swingline Loans under Section 2.15(a) shall be in an aggregate principal amount that is (x) $50 million or (y) an integral multiple of $5 million in excess thereof, unless the Administrative Agent shall otherwise agree in its discretionCommitments. (c) The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that this Agreement and that, upon the other Loan Documents may be amended pursuant to a effectiveness of any Refinancing Amendment, without the consent of any other Lenders, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto, thereto (including without limitation any amendments necessary to incorporate treat the applicable lenders in respect of Loans and Commitments subject thereto as Other Term Loans as “Lenders”Loans, and the Other Revolving Credit Loans, Other Revolving Credit Commitments and/or Other Term Loans as “Loans” and/or “Term Loans”, for all applicable purposes hereunder, including Commitments). The Lenders hereby irrevocably authorize the definition of Required Lenders and Administrative Agent to establish enter into any tranche of Other Term Loans an independent Class or Facility, as applicable, and (ii) Refinancing Amendment to effect such other amendments to this Agreement and the other Loan Documents and such technical amendments as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and Parentthe Borrower Representative, to effect the provisions of this Section 2.15Subsection 6.1. In addition, if so provided in the relevant Refinancing Amendment and with the consent of each Issuing Lender, participations in Letters of Credit expiring on or after the Revolving Maturity Date shall be reallocated from Lenders hereby expressly authorize holding Commitments to Lenders holding extended revolving commitments in accordance with the Administrative Agent to enter into any terms of such Refinancing Amendment; provided, which however, that such participation interests shall, upon receipt thereof by the relevant Lenders holding Commitments, be deemed to be participation interests in respect of such Commitments and the terms of such participation interests (including, without limitation, the commission applicable thereto) shall not, for the avoidance of doubt be subject to Section 10.01adjusted accordingly.

Refinancing Amendments. (a) On one or more occasions after the Closing DateAt any time and from time to time, the Borrowers Borrower Parties may obtain, from any Lender or any Additional Refinancing Lender, Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Term Loans and Commitments then outstanding under this Agreement, in the form of Other Term Loans or Other Term Loan Commitmentseach case, pursuant to a Refinancing AmendmentAmendment establishing replacement revolving commitments hereunder (“Replacement Revolving Commitments”). The terms of any Replacement Revolving Commitments shall be as agreed between the Borrower Parties and the lenders thereof, and shall be subject to the consent of the Administrative Agent, the Swingline Lender and the Issuing Banks (to the extent (i) such consent would be required with regard to the identity of potential lenders pursuant to Section 9.04, such consent not to be unreasonably withheld, delayed or conditioned, and (ii) the Administrative Agent, the Swingline Lender and such Issuing Banks shall remain in such capacity in connection with the Replacement Revolving Commitments). The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 4.01 (whichincluding, for the avoidance of doubt, shall not require compliance with Section 7.09 for any incurrence of Other Term Loans) and, solely to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) customary legal opinions, board resolutions and resolutions, officers’ certificates or reaffirmation agreements consistent with those delivered on the Closing First Restatement Effective Date under Section 4.02 (conformed as appropriate) and (ii) reaffirmation agreements and/or other than changes to such amendments legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Credit Agreement Refinancing Indebtedness is provided with the benefit of the applicable Loan Documents. (b) Each issuance of Credit Agreement Refinancing Indebtedness under Section 2.15(a) shall be in an aggregate principal amount that is (x) $50 million or (y) an integral multiple of $5 million in excess thereof, unless the Agent)). The Administrative Agent shall otherwise agree in its discretion. (c) promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that this Agreement and that, upon the other Loan Documents may be amended pursuant to a effectiveness of any Refinancing Amendment, without the consent of any other Lenders, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Replacement Revolving Commitments established pursuant thereto. Any Refinancing Amendment may, without the consent of any person other than the Administrative Agent, the Swingline Lender, the Issuing Banks, the Borrower and the Lenders providing the applicable Credit Agreement Refinancing Indebtedness incurred pursuant theretoIndebtedness, including without limitation to incorporate the applicable lenders in respect of Other Term Loans as “Lenders”, and the Other Term Loans as “Loans” and/or “Term Loans”, for all applicable purposes hereunder, including the definition of Required Lenders and to establish any tranche of Other Term Loans an independent Class or Facility, as applicable, and (ii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent Agent, the Swingline Lender, the Issuing Banks and Parentthe Borrower Parties, to effect the provisions of this Section 2.152.22. This Section 2.22 shall supersede any provisions in Section 9.08 (other than Section 9.08(b)(ix)) to the contrary. It is understood that (a) any Lender approached to provide all or a portion of Replacement Revolving Commitments may elect or decline, in its sole discretion, to provide such Replacement Revolving Commitments (it being understood that there is no obligation by the Borrower to approach any existing Lenders to provide any Replacement Revolving Commitments) and the Lenders hereby expressly authorize (b) the Administrative Agent Agent, the Swingline Lender and each Issuing Bank shall have consented (such consent not to enter into any be unreasonably withheld, delayed or conditioned) to such Refinancing Amendment, which shall not, person’s providing such Replacement Revolving Commitments if such consent would be required under Section 9.04 for the avoidance an assignment of doubt be subject Loans or Commitments to Section 10.01such person.

Refinancing Amendments. (a) On one or more occasions after the Closing Date, the Borrowers Borrower may obtain, from any Lender or any Additional Refinancing Lender, Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Term Loans then outstanding under this AgreementAgreement (which for purposes of this Section 2.15(a) will be deemed to include any then outstanding Refinancing Term Loans or Incremental Term Loans), in the form of Other Refinancing Term Loans or Other Refinancing Term Loan Commitments, Commitments pursuant to a Refinancing Amendment. No Lender shall be obligated to provide any Credit Agreement Refinancing Indebtedness, unless it so agrees. (b) The effectiveness of any Refinancing Amendment shall be subject to the satisfaction (or waiver in accordance with the terms of such Refinancing Amendment) on the date thereof of each of the conditions set forth in Section 4.02 (which, for the avoidance of doubt, shall not require compliance with Section 7.09 for any incurrence of Other Term Loans) and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) customary legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Closing Date (conformed as appropriate) other than changes to such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Credit Agreement Refinancing Indebtedness is provided with the benefit of the applicable Loan Documents. (bc) Each issuance of Credit Agreement Refinancing Indebtedness under Section 2.15(a) shall be in an aggregate principal amount that is (x) not less than $50 million or 10,000,000 and (y) an integral multiple of $5 million 1,000,000 in excess thereof, unless the Administrative Agent shall otherwise agree in its discretion. (cd) Each of the parties hereto hereby agrees that this Agreement and the other Loan Documents may be amended pursuant to a Refinancing Amendment, without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto, including without limitation to incorporate the applicable lenders in respect of Other Term Loans as “Lenders”, and the Other Term Loans as “Loans” and/or “Term Loans”, for all applicable purposes hereunder, including the definition of Required Lenders and to establish any tranche of Other Term Loans an independent Class or Facility, as applicable, thereto and (ii) make such other changes to this Agreement and the other Loan Documents consistent with the provisions and intent of the third paragraph of Section 10.01 (without the consent of the Required Lenders called for therein) and (iii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and Parentthe Borrower, to effect the provisions of this Section 2.15, and the Required Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment, which . (e) This Section 2.15 shall not, for supersede any provisions in Section 2.13 or 10.01 to the avoidance of doubt be subject to Section 10.01contrary.

Refinancing Amendments. (a) On one or more occasions after the Closing Date, the Borrowers Borrower may obtain, from any Lender or any Additional Refinancing Lenderother bank, Credit Agreement Refinancing Indebtedness in respect of all financial institution or other institutional lender or investor that agrees to provide any portion of the Refinancing Term Loans then outstanding under this Agreement, in the form of Other Term Loans or Other Term Loan Commitments, pursuant to a Refinancing Amendment. Amendment in accordance with this Section 2.15 (each, an “Additional Refinancing Lender”) (provided that the Administrative Agent shall have consented (not to be unreasonably withheld or delayed) to such Lender’s or Additional Refinancing Lender’s making such Refinancing Term Loans to the extent such consent, if any, would be required under Section 10.07(b) for an assignment of Loans to such Lender or Additional Refinancing Lender. (b) The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 (which, for the avoidance of doubt, shall not require compliance with Section 7.09 for any incurrence of Other Term Loans) and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) customary legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Closing Date (conformed as appropriate) other than changes to such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Credit Agreement Refinancing Indebtedness is provided with the benefit of the applicable Loan Documents. (bc) Each issuance of Credit Agreement Refinancing Indebtedness under Section 2.15(a) shall be in an aggregate principal amount that is (x) not less than $50 million or 10,000,000 and (y) an integral multiple of $5 million 1,000,000 in excess thereof, unless the Administrative Agent shall otherwise agree in its discretion. (cd) Each of the parties hereto hereby agrees that this Agreement and the other Loan Documents may be amended pursuant to a Refinancing Amendment, without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto, including without limitation to incorporate the applicable lenders in respect of Other Term Loans as “Lenders”, and the Other Term Loans as “Loans” and/or “Term Loans”, for all applicable purposes hereunder, including the definition of Required Lenders and to establish any tranche of Other Term Loans an independent Class or Facility, as applicable, thereto and (ii) make such other changes to this Agreement and the other Loan Documents consistent with the provisions and intent of the second paragraph of Section 10.01 (without the consent of the Required Lenders called for therein) and (iii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and Parentthe Borrower, to effect the provisions of this Section 2.15, and the Required Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment, which shall not, for the avoidance of doubt be subject to Section 10.01.

Refinancing Amendments. (a1) On one or more occasions At any time after the Closing Date, the Borrowers Borrower may obtain, from any Lender or any Additional Refinancing LenderLender (it being understood that (i) no Lender shall be required to provide any Other Loan without its consent, Credit Agreement Refinancing Indebtedness (ii) Affiliated Lenders may not provide Other Revolving Commitments and (iii) Other Term Loans provided by Affiliated Lenders shall be subject to the limitations set forth in respect of Section 10.07(h)), Other Loans to refinance all or any portion of the Term applicable Class or Classes of Loans then outstanding under this Agreement, in the form of Other Term Loans or Agreement which will be made pursuant to Other Term Loan Commitments, in the case of Other Term Loans, and pursuant to Other Revolving Commitments, in the case of Other Revolving Loans, in each case pursuant to a Refinancing Amendment. The effectiveness ; provided that such Other Loans and Other Revolving Commitments (i) shall rank equal in priority in right of payment with the other Loans and Commitments hereunder, (ii) shall be unsecured or rank pari passu (without regard to the control of remedies) or junior in right of security with any Refinancing Amendment First Lien Obligations under this Agreement and, if secured on a junior basis, shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 an applicable Intercreditor Agreement(s), (which, for the avoidance of doubtiii) if secured, shall not require compliance with Section 7.09 be secured by any property or assets of the Borrower or any Restricted Subsidiary other than the Collateral, (iv) shall not at any time be guaranteed by any Subsidiary of the Borrower other than Subsidiaries that are Guarantors, (v)(A) shall have interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts, original issue discounts and prepayment terms and premiums as may be agreed by the Borrower and the Lenders thereof and/or (B) may provide for additional fees and/or premiums payable to the Lenders providing such Other Loans in addition to any incurrence of the items contemplated by the preceding clause (A), in each case, to the extent provided in the applicable Refinancing Amendment, (vi) may have optional prepayment terms (including call protection and prepayment terms and premiums) as may be agreed between the Borrower and the Lenders thereof, (vii) will have a final maturity date no earlier than, and, in the case of Other Term Loans, will have a Weighted Average Life to Maturity equal to or greater than, the Term Loans or Revolving Commitments being refinanced and (viii) andwill have such other terms and conditions (other than as provided in foregoing clauses (ii) through (vii)) that either, at the option of the Borrower, (1) reflect market terms and conditions (taken as a whole) at the time of incurrence of such Other Loans or Other Revolving Commitments (as determined by the Borrower in good faith) or (2) if otherwise not consistent with the terms of such Class of Loans or Commitments being refinanced, not be materially more restrictive to the Borrower (as determined by the Borrower in good faith), when taken as a whole, than the terms of such Class of Loans or Commitments being refinanced, except in the case of clauses (1) and (2) to the extent necessary to provide for (x) covenants and other terms applicable to any period after the Latest Maturity Date of the Loans in effect immediately prior to such refinancing or (y) subject to the immediately succeeding proviso, a Previously Absent Financial Maintenance Covenant; provided that, notwithstanding anything to the contrary contained herein, (I) if any such terms of the Other Term Loans contain a Previously Absent Financial Maintenance Covenant that is in effect prior to the applicable Latest Maturity Date, such Previously Absent Financial Maintenance Covenant shall be included for the benefit of each Facility and (II) if any such terms of the Other Revolving Commitments contain a Previously Absent Financial Maintenance Covenant, such Previously Absent Financial Maintenance Covenant shall be included for the benefit of each Class of Revolving Commitments. Any Other Term Loans may participate on a pro rata basis, less than a pro rata basis or greater than a pro rata basis in any mandatory prepayments of Term Loans hereunder (except that, unless otherwise permitted under this Agreement or unless the Class of Term Loans being refinanced was so entitled to participate on a greater than a pro rata basis in such mandatory prepayments, such Other Term Loans may not participate on a greater than a pro rata basis as compared to any earlier maturing Class of Term Loans constituting First Lien Obligations in any mandatory prepayments under Section 2.05(2)(a), (b) and (d)(i)), as specified in the applicable Refinancing Amendment. All Other Revolving Commitments shall provide that all borrowings under the applicable Revolving Commitments and repayments thereunder shall be made on a pro rata basis (except for (1) payments of interest and fees at different rates on Other Revolving Commitments (and related outstanding Other Revolving Loans), (2) repayments required upon the Maturity Date of the Revolving Commitments, (3) repayments made in connection with any refinancing of Revolving Commitments and (4) repayment made in connection with a permanent repayment and termination of Commitments). In connection with any Refinancing Amendment, the Borrower shall, if reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) deliver customary legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Closing Date (conformed as appropriate) and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Credit Agreement Refinancing Indebtedness is Other Loans or Other Revolving Commitments are provided with the benefit of the applicable Loan Documents. (b2) Each issuance Class of Credit Agreement Refinancing Indebtedness Other Commitments and Other Loans incurred under this Section 2.15(a) 2.15 shall be in an aggregate principal amount that is (x) not less than $50 million or (y) an integral multiple of $5 million in excess thereof, unless the 5.0 million. The Administrative Agent shall otherwise agree in its discretion. (c) promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that this Agreement and that, upon the other Loan Documents may be amended pursuant to a effectiveness of any Refinancing Amendment, without the consent of any other Lenders, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness Other Commitments and Other Loans incurred pursuant thereto, thereto (including without limitation any amendments necessary to incorporate the applicable lenders in respect of Other Term Loans as “Lenders”, and treat the Other Term Loans and/or Other Commitments as “Loans” and/or “Term Loans”Loans and Commitments). Any Refinancing Amendment may, for all applicable purposes hereunderwithout the consent of any other Lenders, including the definition of Required Lenders and to establish any tranche of Other Term Loans an independent Class or Facility, as applicable, and (ii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and Parentthe Borrower, to effect the provisions of this Section 2.15. (3) This Section 2.15 shall supersede any provisions in Section 2.12, and 2.13 or 10.01 to the Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment, which shall not, for the avoidance of doubt be subject to Section 10.01contrary.

Refinancing Amendments. (a) On one or more occasions At any time after the Closing Date, the Borrowers Borrower may obtain, from any Lender or any Additional Refinancing LenderEligible Assignee, Credit Agreement Refinancing Indebtedness in respect of (a) all or any portion of the Term Loans and Incremental Term Loans then outstanding under this AgreementAgreement (which for purposes of this clause (a) will be deemed to include any then outstanding Other Term Loans) or (b) all or any portion of the Revolving Loans (or unused Revolving Commitments) and Incremental Revolving Loans (or unused Incremental Revolving Commitments) under this Agreement (which for purposes of this clause (b) will be deemed to include any then outstanding Other Revolving Loans and Other Revolving Commitments), in the form of (x) Other Term Loans or Other Term Loan Commitments or (y) Other Revolving Loans or Other Revolving Commitments, as the case may be, in each case pursuant to a Refinancing Amendment; provided that such Credit Agreement Refinancing Indebtedness will rank pari passu or junior in right of payment and of security (including unsecured) with the other Loans and Commitments hereunder. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 (which, for the avoidance of doubt, shall not require compliance with Section 7.09 for any incurrence of Other Term Loans) and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) customary legal opinions, board resolutions and resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Section 4.01 (conformed other than changes to such legal opinions resulting from a change in law, change in fact and such other changes as appropriate) and (ii) reaffirmation agreements and/or such amendments are reasonably satisfactory to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Credit Agreement Refinancing Indebtedness is provided with the benefit of the applicable Loan Documents. (b) Agent). Each issuance Class of Credit Agreement Refinancing Indebtedness incurred under this Section 2.15(a) 2.18 shall be in an aggregate principal amount that is (x) not less than $50 million 25,000,000 in the case of Other Term Loans or $25,000,000 in the case of Other Revolving Loans and (y) an integral multiple of $5 million 10,000,000 in excess thereof. Any Refinancing Amendment may, unless with the consent of the applicable L/C Issuers and Swing Line Lender, provide for the issuance of Letters of Credit for the account of the Borrower, or the provision to the Borrower of Swing Line Loans, pursuant to any Other Revolving Commitments established thereby, in each case on terms substantially equivalent to the terms applicable to Letters of Credit and Swing Line Loans under the Revolving Commitments. The Administrative Agent shall otherwise agree in its discretion. (c) promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that this Agreement and that, upon the other Loan Documents may be amended pursuant to a effectiveness of any Refinancing Amendment, without the consent of any other Lenders, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto, thereto (including without limitation any amendments necessary to incorporate treat the applicable lenders in respect of Loans and Commitments subject thereto as Other Term Loans as “Lenders”Loans, and the Other Revolving Loans, Other Revolving Commitments and/or Other Term Loans as “Loans” and/or “Term Loans”Commitments). Any Refinancing Amendment may, for all applicable purposes hereunderwithout the consent of any other Lenders, including the definition of Required Lenders and to establish any tranche of Other Term Loans an independent Class or Facility, as applicable, and (ii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and Parentthe Borrower, to effect the provisions of this Section 2.15Section. In addition, if so provided in the relevant Refinancing Amendment and with the consent of each L/C Issuer, participations in Letters of Credit expiring on or after the Revolving Termination Date shall be reallocated from Lenders hereby expressly authorize holding Revolving Commitments to Lenders holding extended revolving commitments in accordance with the Administrative Agent to enter into any terms of such Refinancing Amendment; provided, which however, that such Participation Interests shall, upon receipt thereof by the relevant Lenders holding Other Revolving Commitments, be deemed to be Participation Interests in respect of such Other Revolving Commitments and the terms of such Participation Interests (including, without limitation, the commission applicable thereto) shall not, for be adjusted accordingly. (b) This Section 2.18 shall supersede any provisions in Section 2.12 or Section 10.01 to the avoidance of doubt be subject to Section 10.01contrary.

Refinancing Amendments. (a1) On one or more occasions At any time after the Closing Date, the Borrowers Borrower may obtain, from any Lender or any Additional Refinancing LenderLender (it being understood that (a) no Lender shall be required to provide any Other Loan without its consent, Credit Agreement Refinancing Indebtedness (b) Affiliated Lenders may not provide Other Revolving Commitments and (c) Other Term Loans provided by Affiliated Lenders shall be subject to the limitations set forth in respect of Section 10.07(8)), Other Loans to refinance all or any portion of the Term applicable Class or Classes of Loans then outstanding under this AgreementAgreement which will be made pursuant to Other Term Loan Commitments, in the form case of Other Term Loans, and pursuant to Other Revolving Commitments, in the case of Other Revolving Loans, in each case pursuant to a Refinancing Amendment; provided that such Other Loans and Other Revolving Commitments (i) shall rank equal in priority in right of payment with the other Loans and Commitments hereunder, (ii) shall be unsecured or rank pari passu (without regard to the control of remedies) or junior in right of security with any First Lien Obligations under this Agreement and, if secured on a (x) pari passu basis, shall be subject to a Equal Priority Intercreditor Agreement and (y) junior basis, shall be subject to an applicable Intercreditor Agreement(s), (iii) if secured, shall not be secured by any property or assets of the Borrower or any Restricted Subsidiary other than the Collateral, (iv) shall not at any time be guaranteed by any Subsidiary of the Borrower other than Subsidiaries that are Guarantors, (v)(I) shall have interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts, original issue discounts and prepayment terms and premiums as may be agreed by the Borrower and the Lenders thereof and/or (II) may provide for additional fees and/or premiums payable to the Lenders providing such Other Loans in addition to any of the items contemplated by the preceding clause (I), in each case, to the extent provided in the applicable Refinancing Amendment, (vi) may have optional prepayment terms (including call protection and prepayment terms and premiums) as may be agreed between the Borrower and the Lenders thereof, (vii) at the time of incurrence thereof, will have a final maturity date no earlier than the Term Loans or Revolving Commitments being refinanced and, in the case of Other Term Loans, will have a Weighted Average Life to Maturity equal to or greater than the then-remaining Weighted Average Life to Maturity of the Term Loans being refinanced and (viii) will have such other terms and conditions (other than as provided in foregoing clauses (ii) through (vii)) that either, at the option of the Borrower, (I) if otherwise not consistent with the terms of such Class of Loans or Commitments being refinanced, not be materially more restrictive to the Borrower (as determined by the Borrower in good faith), when taken as a whole, than the terms of such Class of Loans or Commitments being refinanced, except, in each case under this clause (I), with respect to (A) covenants and other terms applicable to any period after the Latest Maturity Date of the Term Loans or Revolving Commitments being refinanced or (B) a Previously Absent Financial Maintenance Covenant (so long as, (1) to the extent that any such terms of any Other Terms Loans contain a Previously Absent Financial Maintenance Covenant that is in effect prior to the Latest Maturity Date of the Closing Date Term Loans, such Previously Absent Financial Maintenance Covenant shall be included for the benefit of the Closing Date Term Loans and (2) to the extent that any such terms of any Other Revolving Loans and Other Revolving Commitments contain a Previously Absent Financial Maintenance Covenant that is in effect prior to the Latest Maturity Date of the Closing Date Revolving Facility, such Previously Absent Financial Maintenance Covenant shall be included for the benefit of the Closing Date Revolving Facility) or (II) such terms as are reasonably satisfactory to the Applicable Agent (provided that, at Borrower’s election, to the extent any term or provision is added for the benefit of (A) the lenders of Other Term Loans or Other Term Loan Revolving Commitments, pursuant no consent shall be required from the Applicable Agent or any Lender to the extent that such term or provision is also added, or the features of such term or provision are provided, for the benefit of the Lenders of the Closing Date Term Loans or (B) the lenders under Other Revolving Commitments, no consent shall be required from the Revolver Agent unless, the addition of such term or provision (or the provision of the features thereof) to the Revolving Facility would require the consent of any Class of Lenders other than the Revolving Lenders under Section 10.01, in which case the consent of the Revolver Agent shall be required) or any Lender to the extent that such term or provision is also added, or the features of such term or provision are provided, for the benefit of the Lenders of the Closing Date Revolving Facility). Any Other Term Loans may participate on a pro rata basis, less than a pro rata basis or greater than a pro rata basis in any prepayments of Term Loans hereunder (except that, unless otherwise permitted under this Agreement or unless the Class of Term Loans being refinanced was so entitled to participate on a greater than a pro rata basis in such mandatory prepayments, such Other Term Loans may not participate on a greater than a pro rata basis as compared to any earlier maturing Class of Term Loans constituting First Lien Obligations in any mandatory prepayments under Section 2.05(2)(a), (b) and (c)(i)), as specified in the applicable Refinancing Amendment. The effectiveness All Other Revolving Commitments shall provide that (a) except as provided under sub-clause (b) below, borrowings and repayments (other than permanent repayments) of principal under the applicable Other Revolving Commitments may be made on a pro rata basis, less than a pro rata basis or greater than a pro rata basis and (b) the permanent repayment of Other Revolving Loans in connection with a termination of Other Revolving Commitments may be made on a pro rata basis or less than a pro rata basis (or greater than a pro rata basis (i) with respect to (I) repayments required upon the Maturity Date of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth Other Revolving Commitments and (II) repayments made in Section 4.02 (which, for the avoidance of doubt, shall not require compliance connection with Section 7.09 for any incurrence refinancing of Other Term LoansRevolving Commitments or (ii) andas compared to any other Revolving Commitments with a later maturity date than such Other Revolving Commitments), to in each case, with all other Revolving Commitments. In connection with any Refinancing Amendment, the extent Borrower shall, if reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) deliver customary legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Closing Date (conformed as appropriate) and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Credit Agreement Refinancing Indebtedness is Other Loans or Other Revolving Commitments are provided with the benefit of the applicable Loan Documents. (b2) Each issuance Class of Credit Agreement Refinancing Indebtedness Other Commitments and Other Loans incurred under this Section 2.15(a) 2.15 shall be in an aggregate principal amount that is (x) not less than $50 million or (y) an integral multiple of $5 million in excess thereof, unless the 5,000,000. The Administrative Agent shall otherwise agree in its discretion. (c) promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that this Agreement and that, upon the other Loan Documents may be amended pursuant to a effectiveness of any Refinancing Amendment, without the consent of any other Lenders, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness Other Commitments and Other Loans incurred pursuant thereto, thereto (including without limitation any amendments necessary to incorporate the applicable lenders in respect of Other Term Loans as “Lenders”, and treat the Other Term Loans and/or Other Commitments as “Loans” and/or “Term Loans”Loans and Commitments). Any Refinancing Amendment may, for all applicable purposes hereunderwithout the consent of any other Lenders, including the definition of Required Lenders and to establish any tranche of Other Term Loans an independent Class or Facility, as applicable, and (ii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent (or in the case of the Revolving Facility, solely to the extent that such terms, provisions and Parentdocumentation with respect to the Revolving Facility would require consent of any Class of Lenders other than the Revolving Lenders under Section 10.01) and the Borrower, to effect the provisions of this Section 2.15. (3) This Section 2.15 shall supersede any provisions in Section 2.12, 2.13 or 10.01 to the contrary. For the avoidance of doubt, any of the provisions of this Section 2.15 may be amended with the consent of the Required Lenders (or the applicable Required Facility Lenders, if applicable). Notwithstanding anything to the contrary in Section 10.01, (a) each Refinancing Amendment may, without the consent of any other Loan Party, Agent or Lender, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent (or in the case of the Revolving Facility, solely to the extent that such terms, provisions and documentation with respect to the Revolving Facility would require consent of any Class of Lenders other than the Revolving Lenders under Section 10.01) and the Borrower, to effect the provisions of this Section 2.15, including to effect technical and corresponding amendments to this Agreement and the other Loan Documents and (b) at the option of the Borrower in consultation with the Administrative Agent, incorporate terms that would be favorable to existing Lenders hereby expressly authorize of the applicable Class or Classes for the benefit of such existing Lenders of the applicable Class or Classes, in each case under this clause (b), so long as the Administrative Agent reasonably agrees that such modification is favorable to enter into the applicable Lenders (provided that if any such Refinancing Amendmentterms proposed to be incorporated into the Revolving Facility would require the consent of any Class of Lenders other than the Revolving Lenders under Section 10.01, the consent of the Administrative Agent shall be required for the incorporation of such terms, which consent shall not, for be separate and apart from the avoidance of doubt be subject Administrative Agent’s concurrence that such terms are favorable to Section 10.01the applicable Lenders).

Refinancing Amendments. (a) On one or more occasions after the Closing Date, the Borrowers Borrower may obtain, from any Lender or any Additional Refinancing Lender, Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Term Loans of any Class then outstanding under this Agreement, in the form of Other Term Loans or Other Term Loan Commitments, pursuant to a Refinancing Amendment. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 (which, for the avoidance of doubt, shall not require compliance with Section 7.09 for any incurrence of Other Term Loans) and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) customary legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Closing Date (conformed as appropriate) and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Credit Agreement Refinancing Indebtedness is provided with the benefit of the applicable Loan Documents. (b) Each issuance of Credit Agreement Refinancing Indebtedness under Section 2.15(a) shall be in an aggregate principal amount that is (x) $50 25 million or (y) an integral multiple of $5 million in excess thereof, unless the Administrative Agent shall otherwise agree in its discretion. (c) Each of the parties hereto hereby agrees that this Agreement and the other Loan Documents may be amended pursuant to a Refinancing Amendment, without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto, including without limitation to incorporate the applicable lenders in respect of Other Term Loans as “Lenders”, and the Other Term Loans as “Loans” and/or “Term Loans”, for all applicable purposes hereunder, including the definition of Required Lenders and to establish any tranche of Other Term Loans an independent Class or Facility, as applicable, and (ii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and Parentthe Borrower, to effect the provisions of this Section 2.15, and the Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment, which shall not, for the avoidance of doubt be subject to Section 10.01.

Refinancing Amendments. (a) On one or more occasions after the Closing Date, the Borrowers Borrower may obtain, from any Lender or any Additional Refinancing Lender, Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Term Loans then outstanding under this Agreement, in the form of Other Term Loans or Other Term Loan Commitments, pursuant to a Refinancing Amendment. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 (which, for the avoidance of doubt, shall not require compliance with Section 7.09 for any incurrence of Other Term Loans) and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) customary legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Closing Date (conformed as appropriate) and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Credit Agreement Refinancing Indebtedness is provided with the benefit of the applicable Loan Documents. (b) Each issuance of Credit Agreement Refinancing Indebtedness under Section 2.15(a) shall be in an aggregate principal amount that is (x) $50 25 million or (y) an integral multiple of $5 million in excess thereof, unless the Administrative Agent shall otherwise agree in its discretion. (c) Each of the parties hereto hereby agrees that this Agreement and the other Loan Documents may be amended pursuant to a Refinancing Amendment, without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto, including without limitation to incorporate the applicable lenders in respect of Other Term Loans as “Lenders”, and the Other Term Loans as “Loans” and/or “Term Loans”, for all applicable purposes hereunder, including the definition of Required Lenders and to establish any tranche of Other Term Loans an independent Class or Facility, as applicable, and (ii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and Parentthe Borrower, to effect the provisions of this Section 2.15, and the Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment, which shall not, for the avoidance of doubt be subject to Section 10.01.

Refinancing Amendments. (a) On one or more occasions after the Closing Date, the Borrowers Borrower may obtain, from any Lender or any Additional Refinancing Lender, Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Term Loans then outstanding under this Agreement, Agreement (which for purposes of this clause (a) will be deemed to include any then outstanding Other Term Loans or Incremental Term Loans) in the form of Other Term Loans or Other Term Loan Commitments, Commitments pursuant to a Refinancing Amendment. . (b) The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 (which, for the avoidance of doubt, shall not require compliance with Section 7.09 for any incurrence of Other Term Loans) and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) customary legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Closing Date (conformed as appropriate) other than changes to such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Credit Agreement Refinancing Indebtedness is provided with the benefit of the applicable Loan Documents. (bc) Each issuance of Credit Agreement Refinancing Indebtedness under Section 2.15(a) shall be in an aggregate principal amount that is (x) not less than $50 million or 15,000,000 and (y) an integral multiple of $5 million 1,000,000 in excess thereof, unless the Administrative Agent shall otherwise agree in its discretion. (cd) Each of the parties hereto hereby agrees that this Agreement and the other Loan Documents may be amended pursuant to a Refinancing Amendment, without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto, including without limitation to incorporate the applicable lenders in respect of Other Term Loans as “Lenders”, and the Other Term Loans as “Loans” and/or “Term Loans”, for all applicable purposes hereunder, including the definition of Required Lenders and to establish any tranche of Other Term Loans an independent Class or Facility, as applicable, thereto and (ii) make such other changes to this Agreement and the other Loan Documents consistent with the provisions and intent of the third paragraph of Section 10.01 (without the consent of the Required Lenders called for therein) and (iii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and Parentthe Borrower, to effect the provisions of this Section 2.15, and the Required Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment, which shall not, for the avoidance of doubt be subject to Section 10.01.

Refinancing Amendments. (a) On one or more occasions At any time after the Closing Date, the Borrowers may obtain, from any Lender or any Additional Refinancing Lender, Credit Agreement Refinancing Indebtedness Debt in respect of (x) all or any portion of the Term Loans then outstanding under this AgreementAgreement and/or (y) all or any portion of the Revolving Credit Loans then outstanding under this Agreement or any existing Class of Revolving Credit Commitments, in the form of Other Term Loans or Other Term Loan Commitments and/or Other Revolving Credit Loans or Other Revolving Credit Commitments, respectively, as the case may be, in each case pursuant to a Refinancing Amendment; provided that such Credit Agreement Refinancing Debt: (i) may be (x) secured under the Security Documents and rank pari passu in right of payment with the other Loans and Commitments hereunder, (y) secured on a junior basis with the other Loans and Commitment hereunder and subject to (in the case of security in a junior basis) entry into a Customary Intercreditor Agreement or (z) unsecured; (ii) will have such pricing, premiums and optional prepayment and redemption terms as may be agreed by the Borrower and the Lenders thereof; (iii) subject to clause (ii) above, the parenthetical at the end of this clause (iii) and the proviso immediately following clause (v) below, will have terms and conditions that are either substantially identical to, or, taken as a whole, less favorable to the Lenders or Additional Lenders providing such Credit Agreement Refinancing Debt than, the Refinanced Credit Agreement Debt (other than immaterial terms and terms and conditions to the extent that such terms are more favorable to the Lenders or Additional Lenders providing such Credit Agreement Refinancing Debt than those applicable to the Refinanced Credit Agreement Debt that are added for the benefit of the Lenders pursuant to an amendment to this Agreement executed by the Company and the Administrative Agent); (iv) (A) the proceeds of such Credit Agreement Refinancing Debt shall be applied, substantially concurrently with the incurrence thereof, to the prepayment of outstanding Loans being so refinanced plus accrued interest and premium, make-whole or penalty payments applicable thereto and any fees and expenses (including upfront fees and original issue discount) in connection with such Credit Agreement Refinancing Debt and (B) with respect to any Credit Agreement Refinancing Debt comprising Other Revolving Credit Commitments, the commitments of the Revolving Credit Facility being so refinanced shall be automatically and permanently terminated immediately upon effectiveness of such Other Revolving Credit Commitments; and (v) to the extent that such Other Term Loans and Other Revolving Credit Commitments are secured by liens on the Collateral and rank pari passu in right of payment with the other Loans and Commitments hereunder, such Other Term Loans and Other Revolving Credit Commitments may participate on a pro rata basis or a less than pro rata basis (but not greater than pro rata basis) with the other Loans and Commitments hereunder; provided, further, that the terms and conditions applicable to such Credit Agreement Refinancing Debt may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrowers and the lenders or holders thereof and applicable only during periods after the Latest Maturity Date that is in effect on the date such Credit Agreement Refinancing Debt is issued, incurred or obtained. The To the extent effected pursuant to a Refinancing Amendment, the effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 (which, for the avoidance of doubt, shall not require compliance with Section 7.09 for any incurrence of Other Term Loans) 5.03 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) customary legal opinions, board resolutions and resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Section 5.01 (conformed as appropriate) and (ii) reaffirmation agreements and/or other than changes to such amendments legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Credit Agreement Refinancing Indebtedness is provided with the benefit of the applicable Loan DocumentsAgent). (b) Each issuance Class of Credit Agreement Refinancing Indebtedness Debt incurred under this Section 2.15(a) 2.30 shall be in an aggregate principal amount that is either (i) sufficient to refinance the entire outstanding amount of the applicable Class of Loans and/or Commitments being refinanced pursuant to this Section 2.30 or (ii) not less than (x) $50 million or 50,000,000 in the case of a refinancing of Term Loans and (y) an integral multiple $25,000,000 in the case of $5 million a refinancing of Revolving Credit Commitments or Other Revolving Credit Commitments. Any Refinancing Amendment may provide for the issuance of Letters of Credit for the account of the Borrower, pursuant to any Other Revolving Credit Commitments established thereby, in excess thereofeach case on terms substantially equivalent to the terms applicable to Letters of Credit under the Revolving Credit Commitments as of the Closing Date. In addition, unless if so provided in the Administrative Agent relevant Refinancing Amendment and with the consent of each Issuing Lender, participations in Letters of Credit expiring on or after the maturity date applicable to the Revolving Credit Facility shall otherwise agree be reallocated from Lenders holding Initial Revolving Credit Commitments to Lenders holding extended revolving commitments in its discretionaccordance with the terms of such Refinancing Amendment; provided, however, that such participation interests shall, upon receipt thereof by the relevant Lenders holding Revolving Credit Commitments, be deemed to be participation interests in respect of such Revolving Credit Commitments and the terms of such participation interests (including, without limitation, the commission applicable thereto) shall be adjusted accordingly. (c) Notwithstanding anything to the contrary in this Section 2.30 or otherwise, (i) the borrowing and repayment (except for (A) payments of interest and fees at different rates on Other Revolving Credit Commitments (and related outstandings), (B) repayments required upon the maturity date of the Other Revolving Credit Commitments and (C) repayment made in connection with a permanent repayment and termination of commitments (subject to clause (iii) below)) of Loans with respect to Other Revolving Credit Commitments after the date of obtaining any Other Revolving Credit Commitments shall be made on a pro rata basis with all other Revolving Credit Commitments, (ii) in respect of Letters of Credit which mature or expire after a maturity date when there exist Other Revolving Credit Commitments with a longer maturity date, all Letters of Credit shall be participated on a pro rata basis by all Revolving Credit Lenders with Revolving Credit Commitments in accordance with their percentage of the Revolving Credit Commitments, (iii) the permanent repayment of Revolving Credit Loans with respect to, and termination of, Other Revolving Credit Commitments after the date of obtaining any Other Revolving Credit Commitments shall be made on a pro rata basis with all other Revolving Credit Commitments, except that the Borrowers shall be permitted to permanently repay and terminate commitments of any such Class on a better than a pro rata basis as compared to any other Class with a later maturity date than such Class and (iv) assignments and participations of Other Revolving Credit Commitments and Other Revolving Credit Loans shall be governed by the same assignment and participation provisions applicable to Revolving Credit Commitments and Revolving Credit Loans. (d) The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that this Agreement and that, upon the other Loan Documents may be amended pursuant to a effectiveness of any Refinancing Amendment, without the consent of any other Lenders, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness Debt incurred pursuant thereto, thereto (including without limitation any amendments necessary to incorporate treat the applicable lenders in respect of Loans and Commitments subject thereto as Other Term Loans as “Lenders”Loans, and the Other Term Commitments, Other Revolving Credit Loans as “Loans” and/or “Term Loans”Other Revolving Credit Commitments). (e) Any Refinancing Amendment may, for all applicable purposes hereunderwithout the consent of any other Lenders, including the definition effect such amendments to this Agreement, any intercreditor agreement (or to effect a replacement of Required Lenders and to establish any tranche of Other Term Loans an independent Class intercreditor agreement or Facilityput in place a Customary Intercreditor Agreement, as applicable, and (ii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and Parentthe Borrowers, to effect the provisions of this Section 2.152.30. (f) Notwithstanding anything to the contrary in this Agreement, this Section 2.30 shall supersede any provisions in Sections 2.18 or 10.01 to the contrary and the Lenders hereby expressly authorize Borrower and the Administrative Agent may amend Section 2.18 solely to enter into the extent necessary to give effect to the permitted terms and conditions of any such Refinancing Amendment, which shall not, for the avoidance of doubt be subject to Section 10.01.

Refinancing Amendments. (a) On one or more occasions At any time after the Closing Effective Date, the Borrowers Borrower may obtain, from any Lender or any Additional Refinancing Lender, Credit Agreement Refinancing Indebtedness in respect of (i) all or any portion of the Term Loans then outstanding under this AgreementAgreement (which for purposes of this clause (i) will be deemed to include any then outstanding Other Term Loans) and (ii) all or any portion of Incremental Equivalent Debt, in the form of Other Term Loans or Other Term Loan Commitments; provided that such Credit Agreement Refinancing Indebtedness (i) will be unsecured or will be secured by the Collateral on a pari passu or junior basis with the Secured Obligations (and if secured, pursuant subject to the terms of a Customary Intercreditor Agreement), (ii) will have such pricing and optional prepayment terms as may be agreed by the Borrower and the Lenders thereof, and (iii) the Net Proceeds of such Credit Agreement Refinancing AmendmentIndebtedness received by or on behalf of the Borrower or any of the Restricted Subsidiaries shall be applied, substantially concurrently with the incurrence thereof, to the prepayment of outstanding Term Loans or the prepayment, satisfaction and discharge or redemption of outstanding Incremental Equivalent Debt, as the case may be. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 (which, for as agreed between the avoidance of doubt, shall not require compliance with Section 7.09 for any incurrence of Other Term Loans) lenders providing such Credit Agreement Refinancing Indebtedness and the Borrower and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) customary legal opinions, board resolutions and resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Effective Date under Section 4.01 (conformed as appropriate) and (ii) reaffirmation agreements and/or other than changes to such amendments legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Credit Agreement Refinancing Indebtedness is provided with the benefit of the applicable Loan Documents. (b) Agent). Each issuance Class of Credit Agreement Refinancing Indebtedness incurred under this Section 2.15(a) 2.20 shall be in an aggregate principal amount that is (x) not less than $50 million or (y) 5,000,000 and an integral multiple of $5 million 1,000,000 in excess thereof, thereof (in each case unless the Borrower and the Administrative Agent otherwise agree). The Administrative Agent shall otherwise agree in its discretion. (c) promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that this Agreement and that, upon the other Loan Documents may be amended pursuant to a effectiveness of any Refinancing Amendment, without the consent of any other Lenders, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto, thereto (including without limitation any amendments necessary to incorporate treat the applicable lenders in respect of Loans and Commitments subject thereto as Other Term Loans as “Lenders”, and the and/or Other Term Loans as “Loans” and/or “Term Loans”Commitments). Any Refinancing Amendment may, for all applicable purposes hereunderwithout the consent of any other Lenders, including the definition of Required Lenders and to establish any tranche of Other Term Loans an independent Class or Facility, as applicable, and (ii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and Parentthe Borrower, to effect the provisions of this Section 2.15, and 2.20. (b) This Section 2.20 shall supersede any provisions in Section 2.17 or Section 9.02 to the Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment, which shall not, for the avoidance of doubt be subject to Section 10.01contrary.

Refinancing Amendments. (a) On one or more occasions At any time after the Closing Date, the Borrowers Borrower may obtain, from any Lender or any Additional Refinancing LenderEligible Assignee, Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Term Loans and Incremental Term Loans then outstanding under this AgreementAgreement (which for purposes of this clause (a) will be deemed to include any then outstanding Other Term Loans), in the form of Other Term Loans or Other Term Loan Commitments, each case pursuant to a Refinancing Amendment; provided that such Credit Agreement Refinancing Indebtedness will rank pari passu or junior in right of payment and of security with the other Loans and Commitments hereunder. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 (which, for the avoidance of doubt, shall not require compliance with Section 7.09 for any incurrence of Other Term Loans) and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) customary legal opinions, board resolutions and resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Section 4.01 (conformed other than changes to such legal opinions resulting from a change in law, change in fact and such other changes as appropriate) and (ii) reaffirmation agreements and/or such amendments are reasonably satisfactory to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Credit Agreement Refinancing Indebtedness is provided with the benefit of the applicable Loan Documents. (b) Agent). Each issuance Class of Credit Agreement Refinancing Indebtedness incurred under this Section 2.15(a) 2.15 shall be in an aggregate principal amount that is (x) not less than $50 million or 25,000,000 in the case of Other Term Loans and (y) an integral multiple of $5 million 10,000,000 in excess thereof, unless the . The Administrative Agent shall otherwise agree in its discretion. (c) promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that this Agreement and that, upon the other Loan Documents may be amended pursuant to a effectiveness of any Refinancing Amendment, without the consent of any other Lenders, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto, thereto (including without limitation any amendments necessary to incorporate treat the applicable lenders in respect of Loans and Commitments subject thereto as Other Term Loans as “Lenders”, and the and/or Other Term Loans as “Loans” and/or “Term Loans”Commitments). Any Refinancing Amendment may, for all applicable purposes hereunderwithout the consent of any other Lenders, including the definition of Required Lenders and to establish any tranche of Other Term Loans an independent Class or Facility, as applicable, and (ii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and Parentthe Borrower, to effect the provisions of this Section. (b) This Section 2.15, and 2.15 shall supersede any provisions in Section 2.10 or Section 10.01 to the Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment, which shall not, for the avoidance of doubt be subject to Section 10.01contrary.

Refinancing Amendments. (a) On one or more occasions after the Closing Date, the Borrowers Borrower may obtain, from any Lender or any other bank, financial institution or other institutional lender or investor that agrees to provide any portion of any Refinancing Term Loans pursuant to a Refinancing Amendment in accordance with this Section 2.14 (each, an “Additional Refinancing Lender”), Credit Agreement Refinancing Indebtedness in respect of all or any portion of any Class, as selected by the Borrower in its sole discretion, of Term Loans then outstanding under this Agreement, in the form of Other Refinancing Term Loans or Other Refinancing Term Loan Commitments, in each case, pursuant to a Refinancing Amendment. . (b) The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 (which, for the avoidance of doubt, shall not require compliance with Section 7.09 for any incurrence of Other Term Loans2.13(d)(i) and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) customary legal opinions, board resolutions and officers’ officer’s certificates consistent with those delivered on the Closing Date (conformed as appropriate) other than changes to such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Credit Agreement Refinancing Indebtedness is provided with the benefit of the applicable Loan Documents. (bc) Each issuance of Credit Agreement Refinancing Indebtedness under Section 2.15(a2.14(a) shall be in an aggregate principal amount that is (x) not less than $50 million or 10,000,000 and (y) an integral multiple of $5 million 1,000,000 in excess thereof, unless the Administrative Agent shall otherwise agree in its discretion. (cd) Each of the parties hereto hereby agrees that this Agreement and the other Loan Documents may be amended pursuant to a Refinancing Amendment, without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto, including without limitation to incorporate the applicable lenders in respect of Other Term Loans as “Lenders”, and the Other Term Loans as “Loans” and/or “Term Loans”, for all applicable purposes hereunder, including the definition of Required Lenders and to establish any tranche of Other Term Loans an independent Class or Facility, as applicable, thereto and (ii) make such other changes to this Agreement and the other Loan Documents consistent with the provisions and intent of the fifth paragraph to Section 10.01 (without the consent of the Required Lenders called for therein) and (iii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and Parentthe Borrower, to effect the provisions of this Section 2.152.14, and the Required Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment, which . (e) This Section 2.14 shall not, for supersede any provision in Section 2.12 or 10.01 to the avoidance of doubt be subject to Section 10.01contrary.

Refinancing Amendments. (a1) On one or more occasions At any time after the Closing Date, the Borrowers Borrower may obtain, from any Lender or any Additional Refinancing LenderLender (it being understood that (i) no Lender shall be required to provide any Other Loan without its consent, Credit Agreement Refinancing Indebtedness (ii) Affiliated Lenders may not provide Other Revolving Commitments and (iii) Other Term Loans provided by Affiliated Lenders shall be subject to the limitations set forth in respect of Section 10.07(h)), Other Loans to refinance all or any portion of the Term applicable Class or Classes of Loans then outstanding under this Agreement, in the form of Other Term Loans or Agreement which will be made pursuant to Other Term Loan Commitments, in the case of Other Term Loans, and pursuant to Other Revolving Commitments, in the case of Other Revolving Loans, in each case pursuant to a Refinancing Amendment. The effectiveness ; provided that such Other Loans and Other Revolving Commitments (i) shall rank equal in priority in right of payment with the other Loans and Commitments hereunder, (ii) shall be unsecured or rank pari passu (without regard to the control of remedies) or junior in right of security with any Refinancing Amendment First Lien Obligations under this Agreement and, if secured on a junior basis, shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 an applicable Intercreditor Agreement(s), (which, for the avoidance of doubtiii) if secured, shall not require compliance with Section 7.09 be secured by any property or assets of the Borrower or any Restricted Subsidiary other than the Collateral, (iv) shall not at any time be guaranteed by any Subsidiary of the Borrower other than Subsidiaries that are Guarantors, (v)(A) shall have interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts, original issue discounts and prepayment terms and premiums as may be agreed by the Borrower and the Lenders thereof and/or (B) may provide for additional fees and/or premiums payable to the Lenders providing such Other Loans in addition to any incurrence of the items contemplated by the preceding clause (A), in each case, to the extent provided in the applicable Refinancing Amendment, (vi) may have optional prepayment terms (including call protection and prepayment terms and premiums) as may be agreed between the Borrower and the Lenders thereof, (vii) will have a final maturity date no earlier than, and, in the case of Other Term Loans, will have a Weighted Average Life to Maturity equal to or greater than, the Term Loans or Revolving Commitments being refinanced and (viii) andwill have such other terms and conditions (other than as provided in foregoing clauses (ii) through (vii)) that either, at the option of the Borrower, (1) reflect market terms and conditions (taken as a whole) at the time of incurrence of such Other Loans or Other Revolving Commitments (as determined by the Borrower in good faith) or (2) if otherwise not consistent with the terms of such Class of Loans or Commitments being refinanced, not be materially more restrictive to the extent Borrower (as determined by the Borrower in good faith), when taken as a whole, than the terms of such Class of Loans or Commitments being refinanced, except with respect to (x) covenants and other terms applicable to any period after the Latest Maturity Date of the Loans in effect immediately prior to such refinancing or (y) subject to the immediately succeeding proviso, a Previously Absent Financial Maintenance Covenant; provided that, notwithstanding anything to the contrary contained herein, if any such terms of the Other Revolving Commitments contain a Previously Absent Financial Maintenance Covenant that is in effect prior to the applicable Latest Maturity Date of the Revolving Facility, such Previously Absent Financial Maintenance Covenant shall be included for the benefit of each Class of Revolving Commitments. Any Other Term Loans may participate on a pro rata basis, less than a pro rata basis or greater than a pro rata basis in any mandatory prepayments of Term Loans hereunder (except that, unless otherwise permitted under this Agreement or unless the Class of Term Loans being refinanced was so entitled to participate on a greater than a pro rata basis in such mandatory prepayments, such Other Term Loans may not participate on a greater than a pro rata basis as compared to any earlier maturing Class of Term Loans constituting First Lien Obligations in any mandatory prepayments under Section 2.05(2)(a), (b) and (d)(i)), as specified in the applicable Refinancing Amendment. All Other Revolving Commitments shall provide that all borrowings under the applicable Revolving Commitments and repayments thereunder shall be made on a pro rata basis (except for (1) payments of interest and fees at different rates on Other Revolving Commitments (and related outstanding Other Revolving Loans), (2) repayments required upon the Maturity Date of the Revolving Commitments, (3) repayments made in connection with any refinancing of Revolving Commitments and (4) repayment made in connection with a permanent repayment and termination of Commitments). In connection with any Refinancing Amendment, the Borrower shall, if reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) deliver customary legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Closing Date (conformed as appropriate) and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Credit Agreement Refinancing Indebtedness is Other Loans or Other Revolving Commitments are provided with the benefit of the applicable Loan Documents. (b2) Each issuance Class of Credit Agreement Refinancing Indebtedness Other Commitments and Other Loans incurred under this Section 2.15(a) 2.15 shall be in an aggregate principal amount that is (x) not less than $50 million or (y) an integral multiple of $5 million in excess thereof, unless the 5.0 million. The Administrative Agent shall otherwise agree in its discretion. (c) promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that this Agreement and that, upon the other Loan Documents may be amended pursuant to a effectiveness of any Refinancing Amendment, without the consent of any other Lenders, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness Other Commitments and Other Loans incurred pursuant thereto, thereto (including without limitation any amendments necessary to incorporate the applicable lenders in respect of Other Term Loans as “Lenders”, and treat the Other Term Loans and/or Other Commitments as “Loans” and/or “Term Loans”Loans and Commitments). Any Refinancing Amendment may, for all applicable purposes hereunderwithout the consent of any other Lenders, including the definition of Required Lenders and to establish any tranche of Other Term Loans an independent Class or Facility, as applicable, and (ii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and Parentthe Borrower, to effect the provisions of this Section 2.15. (3) This Section 2.15 shall supersede any provisions in Section 2.12, and 2.13 or 10.01 to the Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment, which shall not, for contrary. For the avoidance of doubt doubt, any of the provisions of this Section 2.15 may be subject to Section 10.01amended with the consent of the Required Lenders (or the applicable Required Facility Lenders, if applicable).

Refinancing Amendments. (a) On one or more occasions At any time after the Closing Effective Date, the Borrowers Borrower may obtain, from any Lender or any Additional Refinancing Lender, Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Term Loans then outstanding under this AgreementAgreement (which for purposes of this clause (a) will be deemed to include any then outstanding Other Loans, Other Loan Commitments and Incremental Loans), in the form of Other Term Loans or Other Term Loan Commitments, Commitments under this Agreement pursuant to a Refinancing Amendment. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 (which, for the avoidance of doubt, shall not require compliance with Section 7.09 for any incurrence of Other Term Loans) 6 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) customary legal opinions, board resolutions and resolutions, officers’ certificates consistent with those delivered on the Closing Date (conformed as appropriate) and (ii) and/or reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Credit Agreement Refinancing Indebtedness is provided with the benefit of the applicable Loan Documents. (b) agreements. Each issuance Class of Credit Agreement Refinancing Indebtedness incurred under this Section 2.15(a) 2.17 shall be in an aggregate principal amount that is (x) not less than $50 million or 25,000,000 and (y) an integral multiple of $5 million 1,000,000 in excess thereof, thereof (unless the such Credit Agreement Refinancing Indebtedness is incurred to refinance all outstanding Loans with respect to a Class). (b) The Administrative Agent shall otherwise agree in its discretion. (c) promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that this Agreement and that, upon the other Loan Documents may be amended pursuant to a effectiveness of any Refinancing Amendment, without the consent of any other Lenders, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant theretothereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Loans and/or Other Loan Commitments). Any Refinancing Amendment may, including without limitation to incorporate the applicable lenders in respect consent of Other Term Loans as “any other Lenders”, and the Other Term Loans as “Loans” and/or “Term Loans”, for all applicable purposes hereunder, including the definition of Required Lenders and to establish any tranche of Other Term Loans an independent Class or Facility, as applicable, and (ii) effect such other amendments to this Agreement and the other Loan Credit Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and Parentthe Borrower, to effect the provisions of this Section 2.15Section. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Loans and/or Other Loan Commitments). Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the Lenders hereby expressly authorize other Credit Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to enter into reflect the provisions of this Section. (c) This Section 2.17 shall supersede any such Refinancing Amendment, which shall not, for provisions in Section 12.06 or 12.12 to the avoidance of doubt be subject to Section 10.01contrary.

Refinancing Amendments. (a) On one or more occasions At any time after the Closing Date, the Borrowers Borrower may obtain, from any Lender or any Additional Refinancing additional Term Lender, Credit Agreement Refinancing Indebtedness in respect of Other Term Loans to refinance all or any portion of the Term Loans then outstanding under this Agreement, in the form of Other Term Loans or Agreement which will be made pursuant to Other Term Loan Commitments, Commitments pursuant to a Refinancing Amendment. The effectiveness ; provided that such Other Term Loans (i) may rank equal in priority in right of any Refinancing Amendment shall payment and of security with the other Loans and Commitments hereunder, (ii)(A) will have interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts, original issue discounts and prepayment terms and premiums as may be subject agreed by the Borrower and the Lenders thereof and/or (B) additional fees and/or premiums may be payable to the satisfaction on the date thereof of each Lenders providing such Other Loans in addition to any of the conditions set forth items contemplated by the preceding clause (A), in Section 4.02 (which, for the avoidance of doubt, shall not require compliance with Section 7.09 for any incurrence of Other Term Loans) andeach case, to the extent provided in the applicable Refinancing Amendment, (iii) may have optional prepayment terms (including call protection and prepayment terms and premiums) as may be agreed between the Borrower and the Lenders thereof, (iv) will have a final maturity date no earlier than, and will have a weighted average life to maturity equal to or greater than, the Loans being refinanced (except by virtue of amortization or prepayment of the Loans prior to the time of such refinancing) and (v) will have such other terms and conditions (other than as provided in foregoing clauses (ii) through (iv)) that are identical in all material respects to, or (taken as a whole) are no more favorable to the additional lenders or holders providing such Other Term Loan Commitments and Other Term Loans than those applicable to the Loans being refinanced Any Other Term Loans may participate on a pro rata basis or on a less than pro rata basis (but, except as otherwise permitted by this Agreement, not on a greater than pro rata basis) in any mandatory prepayments under Section 2.05(b)(i), (ii) or (iii), as specified in the applicable Refinancing Amendment. In connection with any Refinancing Amendment, the Borrower shall, if reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) deliver customary legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Closing Date (conformed as appropriate) and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Credit Agreement Refinancing Indebtedness is Other Term Loans are provided with the benefit of the applicable Loan Documents. (b) Each issuance class of Credit Agreement Refinancing Indebtedness Other Term Loan Commitments and Other Term Loans incurred under this Section 2.15(a) 2.14 shall be in an aggregate principal amount that is not less than $20,000,000 (x) $50 million or (y) an integral multiple or, if less, the remaining permitted amount of $5 million in excess thereof, unless the such Other Term Loan Commitments and Other Term Loans). The Administrative Agent shall otherwise agree in its discretion. (c) promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that this Agreement and that, upon the other Loan Documents may be amended pursuant to a effectiveness of any Refinancing Amendment, without the consent of any other Lenders, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto, including without limitation to incorporate the applicable lenders in respect of Other Term Loan Commitments and Other Term Loans as “Lenders”, and incurred pursuant thereto (including any amendments necessary to treat the Other Term Loans as “Loans” and/or “Term Loans”, for all applicable purposes hereunder, including the definition of Required Lenders and to establish any tranche of Other Term Loan Commitments as Loans an independent Class or Facilityand Commitments). Any Refinancing Amendment may, as applicablewithout the consent of any other Lenders, and (ii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and Parentthe Borrower, to effect the provisions of this Section 2.152.14. (c) This Section 2.14 shall supersede any provisions in Section 2.12, and 2.13 or 11.01 to the Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment, which shall not, for contrary. For the avoidance of doubt doubt, any of the provisions of this Section 2.14 may be subject amended with the consent of the Required Lenders. For the avoidance of doubt, no Refinancing Amendment shall effect any amendments that would require the consent of each affected Lender or all Lenders pursuant to the proviso in the first paragraph of Section 10.0111.01, unless each such Lender has, or all such Lenders have, as the case may be, given its or their consent to such amendment. No Lender shall be under any obligation to provide any Other Term Loan Commitment unless such Lender executes a Refinancing Amendment.

Refinancing Amendments. (a1) On one or more occasions At any time after the Closing Date, the Borrowers Borrower may obtain, from any Lender or any Additional Refinancing LenderLender (it being understood that (i) no Lender shall be required to provide any Other Loan without its consent, Credit Agreement Refinancing Indebtedness (ii) Affiliated Lenders may not provide Other Revolving Commitments and (iii) Other Term Loans provided by Affiliated Lenders shall be subject to the limitations set forth in Section 10.07(h)), Other Loans to refinance all or, solely with respect of all or to Term Loans, any portion of the Term applicable Class or Classes of Loans then outstanding under this Agreement, in the form of Other Term Loans or Agreement which will be made pursuant to Other Term Loan Commitments, in the case of Other Term Loans, and pursuant to Other Revolving Commitments, in the case of Other Revolving Loans, in each case pursuant to a Refinancing Amendment. The effectiveness ; provided that such Other Loans and Other Revolving Commitments (i) shall rank equal in priority in right of payment with the other Loans and Commitments hereunder, (ii) shall be unsecured or rank pari passu (without regard to the control of remedies) or junior in right of security with any Refinancing Amendment First Lien Obligations under this Agreement and, if secured on a junior basis, shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 an applicable Intercreditor Agreement(s), (which, for the avoidance of doubtiii) if secured, shall not require compliance with Section 7.09 be secured by any property or assets of the Borrower or any Restricted Subsidiary other than the Collateral, (iv) shall not have any obligors in respect thereof other than the Borrower and/or the Guarantors, (v)(A) shall have interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts, original issue discounts and prepayment terms and premiums as may be agreed by the Borrower and the Lenders thereof and/or (B) may provide for additional fees and/or premiums payable to the Lenders providing such Other Loans in addition to any incurrence of the items contemplated by the preceding clause (A), in each case, to the extent provided in the applicable Refinancing Amendment, (vi) may have optional prepayment terms (including call protection and prepayment terms and premiums) as may be agreed between the Borrower and the Lenders thereof, (vii) will have a final maturity date no earlier than, and, in the case of Other Term Loans, will have a Weighted Average Life to Maturity equal to or greater than, the Term Loans or Revolving Commitments being refinanced and (viii) andwill have such other terms and conditions (other than as provided in foregoing clauses (ii) through (vii)) that either, at the option of the Borrower, (1) reflect market terms and conditions (taken as a whole) at the time of incurrence of such Other Loans or Other Revolving Commitments (as reasonably determined by the Borrower in good faith) or (2) if otherwise not consistent with the terms of such Class of Loans or Commitments being refinanced, not be materially more restrictive to the Borrower (as reasonably determined by the Borrower in good faith), when taken as a whole, than the terms of such Class of Loans or Commitments being refinanced, except to the extent necessary to provide for (x) covenants and other terms applicable to any period after the Latest Maturity Date of the Loans in effect immediately prior to such refinancing or (y) subject to the immediately succeeding proviso, a Previously Absent Financial Maintenance Covenant; provided that, notwithstanding anything to the contrary contained herein, if any such terms of the Other Term Loans contain a Previously Absent Financial Maintenance Covenant that is in effect prior to the applicable Latest Maturity Date, such Previously Absent Financial Maintenance Covenant shall be included for the benefit of each Facility. Any Other Term Loans may participate on a pro rata basis or less than a pro rata basis in any mandatory prepayments of Term Loans hereunder, as specified in the applicable Refinancing Amendment. In connection with any Refinancing Amendment, the Borrower shall, if reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) deliver customary legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Closing Date (conformed as appropriate) and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Credit Agreement Refinancing Indebtedness is Other Loans or Other Revolving Commitments are provided with the benefit of the applicable Loan Documents. (b2) Each issuance Class of Credit Agreement Refinancing Indebtedness Other Commitments and Other Loans incurred under this Section 2.15(a) 2.15 shall be in an aggregate principal amount that is (x) not less than $50 million or (y) an integral multiple of $5 million in excess thereof, unless the 5,000,000. The Administrative Agent shall otherwise agree in its discretion. (c) promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that this Agreement and that, upon the other Loan Documents may be amended pursuant to a effectiveness of any Refinancing Amendment, without the consent of any other Lenders, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness Other Commitments and Other Loans incurred pursuant thereto, thereto (including without limitation any amendments necessary to incorporate the applicable lenders in respect of Other Term Loans as “Lenders”, and treat the Other Term Loans and/or Other Commitments as “Loans” and/or “Term Loans”Loans and Commitments). Any Refinancing Amendment may, for all applicable purposes hereunderwithout the consent of any other Lenders, including the definition of Required Lenders and to establish any tranche of Other Term Loans an independent Class or Facility, as applicable, and (ii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and Parentthe Borrower, to effect the provisions of this Section 2.15. (3) This Section 2.15 shall supersede any provisions in Section 2.12, and 2.13 or 10.01 to the Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment, which shall not, for contrary. For the avoidance of doubt doubt, any of the provisions of this Section 2.15 may be subject to Section 10.01amended with the consent of the Required Lenders.

Refinancing Amendments. (a) On one or more occasions At any time after the Closing Date, the Borrowers Borrower may obtain, from any Lender or any Additional Refinancing Lender, Credit Agreement Refinancing Indebtedness that constitutes Permitted Pari Passu Refinancing Debt in respect of all or any portion of the Term Loans then outstanding under this AgreementAgreement (which for purposes of this clause (a) will be deemed to include any then outstanding Other Term Loans, Other Term Loan Commitments and Incremental Term Loans), in the form of Other Term Loans or Other Term Loan Commitments, Commitments under this Agreement pursuant to a Refinancing Amendment. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 (which, for the avoidance of doubt, shall not require compliance with Section 7.09 for any incurrence of Other Term Loans) 6 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) customary legal opinions, board resolutions and resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date (conformed as appropriate) and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Credit Agreement Refinancing Indebtedness is provided with the benefit of the applicable Loan Documents. (b) under Section 5. Each issuance Class of Credit Agreement Refinancing Indebtedness incurred under this Section 2.15(a) 2.17 shall be in an aggregate principal amount that is (x) not less than $50 million or 20,000,000 and (y) an integral multiple of $5 million 1,000,000 in excess thereof, thereof (unless the such Credit Agreement Refinancing Indebtedness is incurred to refinance all outstanding Term Loans with respect to a Class). (b) The Administrative Agent shall otherwise agree in its discretion. (c) promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that this Agreement and that, upon the other Loan Documents may be amended pursuant to a effectiveness of any Refinancing Amendment, without the consent of any other Lenders, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto, thereto (including without limitation any amendments necessary to incorporate treat the applicable lenders in respect of Term Loans and Commitments subject thereto as Other Term Loans as “Lenders”, and the and/or Other Term Loans as “Loans” and/or “Term Loans”Loan Commitments). Any Refinancing Amendment may, for all applicable purposes hereunderwithout the consent of any other Lenders, including the definition of Required Lenders and to establish any tranche of Other Term Loans an independent Class or Facility, as applicable, and (ii) effect such other amendments to this Agreement and the other Loan Credit Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and Parentthe Borrower, to effect the provisions of this Section 2.15, and 2.17. (c) This Section 2.17 shall supersede any provisions in Section 12.06 or 12.12 to the Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment, which shall not, for the avoidance of doubt be subject to Section 10.01contrary.

Refinancing Amendments. (a) On one or more occasions after the Closing Date, the Borrowers Borrower may obtain, from any Lender or any Additional Refinancing Lender, Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Term Loans then outstanding under this Agreementor Revolving Loans, in the form of Other Term Refinancing Loans or Other Term Loan Commitments, Refinancing Commitments made pursuant to a Refinancing Amendment. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 (which, for the avoidance of doubt, shall not require compliance with Section 7.09 for any incurrence of Other Term Loans) and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) customary legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Closing Date (conformed as appropriate) and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Credit Agreement Refinancing Indebtedness is provided with the benefit of the applicable Loan Documents. (b) Each issuance of Credit Agreement Refinancing Indebtedness under this Section 2.15(a) 2.15 shall be in an aggregate principal amount that is (x) not less than $50 million or (y) 1,000,000 and an integral multiple of $5 million 500,000 in excess thereof, unless the Administrative Agent shall otherwise agree in its discretion. (cb) The effectiveness of any Refinancing Amendment will be subject only to the satisfaction on the date thereof of such conditions as may be requested by the providers of the applicable Refinancing Loans. The Administrative Agent will promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that this Agreement and that, upon the other Loan Documents may be amended pursuant to a effectiveness of any Refinancing Amendment, without the consent of any other Lenders, this Agreement will be deemed amended to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness Loans incurred pursuant theretothereto (including any amendments necessary to treat the Term Loans or Revolving Loans subject thereto as Refinancing Term Loans or Refinancing Revolving Loans, including respectively). (c) Any Refinancing Amendment may, without limitation to incorporate the consent of any Person other than the Administrative Agent, the Borrower and the Persons providing the applicable lenders in respect of Other Term Loans as “Lenders”Refinancing Loans, and the Other Term Loans as “Loans” and/or “Term Loans”, for all applicable purposes hereunder, including the definition of Required Lenders and to establish any tranche of Other Term Loans an independent Class or Facility, as applicable, and (ii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and Parentthe Borrower, to effect the provisions of this Section 2.15, and . This Section 2.15 supersedes any provisions in Section 10.01 to the Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment, which shall not, for the avoidance of doubt be subject to Section 10.01contrary.

Refinancing Amendments. (a) On one or more occasions after the Closing Escrow Release Date, the Borrowers may obtain, from any Lender or any Additional Refinancing Lender, Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Term Loans then outstanding under this Agreement, Agreement (which for purposes of this clause (a) will be deemed to include any then outstanding Other Term Loans or Incremental Term Loans) in the form of Other Term Loans or Other Term Loan Commitments, Commitments pursuant to a Refinancing Amendment. . (b) The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 (which, for the avoidance of doubt, shall not require compliance with Section 7.09 for any incurrence of Other Term Loans) 4.2 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) customary legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Original Closing Date (conformed as appropriate) other than changes to such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Credit Agreement Refinancing Indebtedness is provided with the benefit of the applicable Loan DocumentsFinancing Agreements. (bc) Each issuance of Credit Agreement Refinancing Indebtedness under Section 2.15(a2.9(a) shall be in an aggregate principal amount that is (x) not less than $50 million or 25,000,000 and (y) an integral multiple of $5 million 1,000,000 in excess thereof, unless the Administrative Agent shall otherwise agree in its discretion. (cd) Each of the parties hereto hereby agrees that this Agreement and the other Loan Documents Financing Agreements may be amended pursuant to a Refinancing Amendment, without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto, including without limitation (ii) make such other changes to incorporate the applicable lenders in respect of Other Term Loans as “Lenders”, this Agreement and the Other Term Loans as “Loans” and/or “Term Loans”, for all applicable purposes hereunder, including other Financing Agreements consistent with the definition provisions and intent of Section 12.3(g) (without the consent of the Required Lenders and to establish any tranche of Other Term Loans an independent Class or Facility, as applicable, called for therein) and (iiiii) effect such other amendments to this Agreement and the other Loan Documents Financing Agreements as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and Parentthe Parent Borrower, to effect the provisions of this Section 2.152.9, and the Required Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment, which shall not, for the avoidance of doubt be subject to Section 10.01.

Refinancing Amendments. (a) On one or more occasions At any time after the Fourth Restatement Closing Date, the Borrowers Borrower may obtain, obtain Credit Agreement Refinancing Debt from any Lender or any Additional Refinancing Lender, Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Term Loans then outstanding under this Agreement, in the form of Other Term Loans or Other Term Loan Commitments, each case pursuant to a Refinancing Amendment. . (b) The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 (which, for the avoidance of doubt, shall not require compliance with Section 7.09 for any incurrence of Other Term Loans) 5.2 and, to the extent reasonably requested by the Administrative Agent, to receipt by the Administrative Agent of (i) customary legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Fourth Restatement Closing Date (conformed as appropriate) other than changes to such legal opinions resulting from a change in law, change in fact or change to counsels’ forms of opinions reasonably satisfactory to the Administrative Agent, and (ii) reaffirmation agreements and/or such amendments to the Collateral Security Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Credit Agreement Refinancing Indebtedness Debt is provided with the benefit of the applicable Loan Documents. (bc) Each issuance of Credit Agreement Refinancing Indebtedness under Section 2.15(a) Debt shall be in an aggregate principal amount that is (x) not less than $50 million or 25,000,000, and (y) an integral multiple of $5 million in excess thereof, unless the Administrative Agent shall otherwise agree in its discretion1,000,000. (cd) Each of the parties hereto hereby agrees that this Agreement and the other Loan Documents may be amended pursuant to a Refinancing Amendment, without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness Debt incurred pursuant thereto, including without limitation to incorporate the applicable lenders in respect of Other Term Loans as “Lenders”, and the Other Term Loans as “Loans” and/or “Term Loans”, for all applicable purposes hereunder, including the definition of Required Lenders and to establish any tranche of Other Term Loans an independent Class or Facility, as applicable, and (ii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and Parentthe Borrower, to effect the provisions of this Section 2.152.14, and the Required Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment. Unless the Swingline Lender enters into the Refinancing Amendment for a Refinancing Revolving Facility, which the Swingline Termination Date will not be extended to reflect the Refinancing Revolving Commitments in such Facility, the Refinancing Revolving Lenders with such Refinancing Revolving Commitments shall notnot participate in Swingline Loans, and the use of the terms “Revolving Commitments” and “Revolving Loans” in connection with the provisions of this Agreement governing Swingline Loans shall be deemed to exclude such Refinancing Revolving Commitments and Refinancing Revolving Loans. Unless the Issuing Bank enters into the Refinancing Amendment for a Refinancing Revolving Facility, the avoidance LC Termination Date will not be extended to reflect the Refinancing Revolving Commitments in such Facility, the Refinancing Revolving Lenders with such Refinancing Revolving Commitments shall not participate in Letters of doubt be subject to Section 10.01.Credit, and the use of the terms 1821445.29\C072091\0303228

Refinancing Amendments. (a) On one or more occasions after the Closing Date, the Borrowers Borrower may obtain, from any Lender or any Additional Refinancing Lender, Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Term Loans then outstanding under this AgreementAgreement (which for purposes of this Section 2.15(a) will be deemed to include any then outstanding Refinancing Term Loans and Incremental Term Loans), in the form of Other Refinancing Term Loans or Other Refinancing Term Loan Commitments, Commitments pursuant to a Refinancing Amendment. ; provided that notwithstanding anything to the contrary in this Section 2.15 or otherwise, (1) the borrowing and repayment. (b) The effectiveness of any Refinancing Amendment shall be subject to the satisfaction (or waiver in accordance with Section 10.01) on the date thereof of each of the conditions set forth in Section 4.02 (which, for the avoidance of doubt, shall not require compliance with Section 7.09 for any incurrence of Other Term Loans) and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) customary legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Closing Date (conformed other than changes to such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and the Mexican Collateral Agent, as appropriate) applicable, and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Credit Agreement Refinancing Indebtedness is provided with the benefit of the applicable Loan Documents. (bc) Each issuance of Credit Agreement Refinancing Indebtedness under Section 2.15(a) shall be in an aggregate principal amount that is (x) not less than $50 million or 50,000,000 and (y) an integral multiple of $5 million 25,000,000 in excess thereof, unless the Administrative Agent shall otherwise agree in its discretion. (cd) Each of the parties hereto hereby agrees that this Agreement and the other Loan Documents may be amended pursuant to a Refinancing Amendment, without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto, including without limitation to incorporate the applicable lenders in respect of Other Term Loans as “Lenders”, and the Other Term Loans as “Loans” and/or “Term Loans”, for all applicable purposes hereunder, including the definition of Required Lenders and to establish any tranche of Other Term Loans an independent Class or Facility, as applicable, thereto and (ii) make such other changes to this Agreement and the other Loan Documents consistent with the provisions and intent of Section 10.01 (without the consent of the Required Lenders called for therein) and (iii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and Parentthe Borrower, to effect the provisions of this Section 2.15, and the Required Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment, which . (e) This Section 2.15 shall not, for supersede any provisions in Section 2.13 or 10.01 to the avoidance of doubt be subject to Section 10.01contrary.

Refinancing Amendments. (a) On one or more occasions after the Closing Escrow Release Date, the Borrowers may obtain, from any Lender or any Additional Refinancing Lender, Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Term Loans then outstanding under this Agreement, Agreement (which for purposes of this clause (a) will be deemed to include any then outstanding Other Term Loans or Incremental Term Loans) in the form of Other Term Loans or Other Term Loan Commitments, Commitments pursuant to a Refinancing Amendment. . (b) The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 (which, for the avoidance of doubt, shall not require compliance with Section 7.09 for any incurrence of Other Term Loans) 4.2 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) customary legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Original Closing Date (conformed as appropriate) other than changes to such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Credit Agreement Refinancing Indebtedness is provided with the benefit of the applicable Loan DocumentsFinancing Agreements. (bc) Each issuance of Credit Agreement Refinancing Indebtedness under Section 2.15(a2.9(a) shall be in an aggregate principal amount that is (x) not less than $50 million or 25,000,000 and (y) an integral multiple of $5 million 1,000,000 in excess thereof, unless the Administrative Agent shall otherwise agree in its discretion. (cd) Each of the parties hereto hereby agrees that this Agreement and the other Loan Documents Financing Agreements may be amended pursuant to a Refinancing Amendment, without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto, including without limitation (ii) make such other changes to incorporate the applicable lenders in respect of Other Term Loans as “Lenders”, this Agreement and the Other Term Loans as “Loans” and/or “Term Loans”, for all applicable purposes hereunder, including other Financing Agreements consistent with the definition provisions and intent of Section 12.3(g) (without the consent of the Required Lenders and to establish any tranche of Other Term Loans an independent Class or Facility, as applicable, called for therein) and (iiiii) effect such other amendments to this Agreement and the other Loan Documents Financing Agreements as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and Parentthe Parent Borrower, to effect the provisions of this Section 2.152.9, and the Required Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment. (e) Notwithstanding anything to the contrary in this Agreement, which the 2016-1 Term B-4 Loans, 2016-2 Term B-4 Loans, the 2017-1 Term B-4 Loans, 2016-1 Term B-5 Loans, 2016-2 Term B-5 Loans and, the 2017-1 Term B-5 Loans, the 2016-1 Term B-6 Loans and the 2017-1 Term B-6 Loans shall not, for the avoidance of doubt be subject to Section 10.01permitted under this Agreement.

Refinancing Amendments. (a) On one or more occasions At any time after the Closing Effective Date, the Borrowers either Borrower may obtain, from any Lender or any Additional Refinancing Lender, Credit Agreement Refinancing Indebtedness in respect of (a) all or any portion of the Term Loans then outstanding under this Agreement, in the form Agreement (which for purposes of this clause (a) will be deemed to include any then outstanding Other Term Loans or Extended Term Loans) or (b) all or any portion of the Revolving Loans (or unused Revolving Commitments) under this Agreement (which for purposes of this clause (b) will be deemed to include any then outstanding Other Term Loan Revolving Loans, Other Revolving Commitments, Extended Revolving Loans and Extended Revolving Commitments), in each case pursuant to a Refinancing Amendment. Any such Credit Agreement Refinancing Indebtedness and all obligations in respect thereto shall be Loan Document Obligations that are secured by the Collateral, to the extent possible under applicable law, on a pari passu basis with all other applicable Loan Document Obligations. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 (which, for the avoidance of doubt, shall not require compliance with Section 7.09 for any incurrence of Other Term Loans) and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) customary legal opinions, board resolutions and resolutions, officers’ certificates certificates, amendments to Security Documents and/or reaffirmation agreements consistent with those delivered on the Closing Effective Date under Section 4 of the Second Amendment Agreement (conformed as appropriate) and (ii) reaffirmation agreements and/or other than changes to such amendments legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Credit Agreement Refinancing Indebtedness is provided with the benefit of the applicable Loan Documents. (b) Agent). Each issuance Class of Credit Agreement Refinancing Indebtedness incurred under this Section 2.15(a) 2.19 shall be in an aggregate principal amount that is (x) not less than $50 million 50,000,000 in the case of Other Term Loans or $25,000,000 in the case of Other Revolving Loans and (y) an integral multiple of $5 million 5,000,000 in excess thereof, unless the . The Administrative Agent shall otherwise agree in its discretion. (c) promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that this Agreement and that, upon the other Loan Documents may be amended pursuant to a effectiveness of any Refinancing Amendment, without the consent of any other Lenders, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto, thereto (including without limitation any amendments necessary to incorporate treat the applicable lenders in respect of Loans and Commitments subject thereto as Other Term Loans as “Lenders”Loans, and the Other Revolving Loans, Other Revolving Commitments and/or Other Term Commitments and as a separate “Tranche” and “Class” of Loans as “Loans” and/or “Term Loans”and Commitments hereunder). Any Refinancing Amendment may, for all applicable purposes hereunderwithout the consent of any other Lenders, including the definition of Required Lenders and to establish any tranche of Other Term Loans an independent Class or Facility, as applicable, and (ii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and Parentthe Dutch Borrower, to effect the provisions of this Section 2.152.19, and including amendments to Security Documents (or, to the Lenders hereby expressly authorize extent such amendments would restart applicable hardening periods with respect to Liens constituted thereby, additional Security Documents) and/or reaffirmation agreements consistent with those delivered on the Administrative Agent to enter into any such Refinancing Amendment, which shall not, for Effective Date under Section 4 of the Second Amendment Agreement. For the avoidance of doubt doubt, the proceeds of any Credit Agreement Refinancing Indebtedness shall be subject applied, with respect to each Class of Term Borrowings so refinanced, pro rata to the Dutch Borrower and the French Borrower. (b) This Section 10.012.19 shall supersede any provisions in Section 2.16 or Section 9.02 to the contrary.

Refinancing Amendments. (a) On one or more occasions after the Closing DateAt any time and from time to time, the Borrowers Borrower Parties may obtain, from any Lender or any Additional Refinancing Lender, Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Term Loans and Commitments then outstanding under this Agreement, in the form of Other Term Loans or Other Term Loan Commitmentseach case, pursuant to a Refinancing AmendmentAmendment establishing replacement revolving commitments hereunder (“Replacement Revolving Commitments”). The terms of any Replacement Revolving Commitments shall be as agreed between the Borrower Parties and the lenders thereof, and shall be subject to the consent of the Administrative Agent, the Swingline Lender and the Issuing Banks (to the extent (i) such consent would be required with regard to the identity of potential lenders pursuant to Section 9.04, such consent not to be unreasonably withheld, delayed or conditioned, and (ii) the Administrative Agent, the Swingline Lender and such Issuing Banks shall remain in such capacity in connection with the Replacement Revolving Commitments). The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 4.01 (whichincluding, for the avoidance of doubt, shall not require compliance with Section 7.09 for any incurrence of Other Term Loans) and, solely to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) customary legal opinions, board resolutions and resolutions, officers’ certificates or reaffirmation agreements consistent with those delivered on the Closing First Restatement Effective Date under Section 4.02 (conformed as appropriate) and (ii) reaffirmation agreements and/or other than changes to such amendments legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Credit Agreement Refinancing Indebtedness is provided with the benefit of the applicable Loan Documents. (b) Each issuance of Credit Agreement Refinancing Indebtedness under Section 2.15(a) shall be in an aggregate principal amount that is (x) $50 million or (y) an integral multiple of $5 million in excess thereof, unless the Agent)). The Administrative Agent shall otherwise agree in its discretion. (c) promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that this Agreement and that, upon the other Loan Documents may be amended pursuant to a effectiveness of any Refinancing Amendment, without the consent of any other Lenders, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Replacement Revolving Commitments established pursuant thereto. Any Refinancing Amendment may, without the consent of any person other than the Administrative Agent, the Swingline Lender, the Issuing Banks, the Borrower and the Lenders providing the applicable Credit Agreement Refinancing Indebtedness incurred pursuant theretoIndebtedness, including without limitation to incorporate the applicable lenders in respect of Other Term Loans as “Lenders”, and the Other Term Loans as “Loans” and/or “Term Loans”, for all applicable purposes hereunder, including the definition of Required Lenders and to establish any tranche of Other Term Loans an independent Class or Facility, as applicable, and (ii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent Agent, the Swingline Lender, the Issuing Banks and Parentthe Borrower Parties, to effect the provisions of this Section 2.152.22. This Section 2.22 shall supersede any provisions in Section 9.08 to the contrary. It is understood that (a) any Lender approached to provide all or a portion of Replacement Revolving Commitments may elect or decline, in its sole discretion, to provide such Replacement Revolving Commitments (it being understood that there is no obligation by the Borrower to approach any existing Lenders to provide any Replacement Revolving Commitments) and the Lenders hereby expressly authorize (b) the Administrative Agent Agent, the Swingline Lender and each Issuing Bank shall have consented (such consent not to enter into any be unreasonably withheld, delayed or conditioned) to such Refinancing Amendment, which shall not, person’s providing such Replacement Revolving Commitments if such consent would be required under Section 9.04 for the avoidance an assignment of doubt be subject Loans or Commitments to Section 10.01such person.

Refinancing Amendments. (a) On one or more occasions At any time after the Closing Date, so long as no Default or Event of Default has occurred and is continuing or would result therefrom, subject to the Borrowers provisions of Section 2.10(a)(i), the Borrower may obtain, from any Lender existing Bank or any Additional Refinancing LenderTerm Loan Bank, Credit Agreement Refinancing Indebtedness in the form of Other Term Loans or Other Term Commitments in respect of all or any portion of the Term Loans then outstanding under this Agreement, in the form of Agreement (which will be deemed to include any then-outstanding Other Term Loans or Other Term Loan Commitments, Loans) pursuant to a Refinancing Amendment. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 (which, for the avoidance of doubt, shall not require compliance with Section 7.09 for any incurrence of Other Term Loans) andto, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) customary legal opinions, board resolutions and resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date (conformed as appropriate) and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Credit Agreement Refinancing Indebtedness is provided with the benefit of the applicable Loan Documents. (b) under Section 3.01. Each issuance tranche of Credit Agreement Refinancing Indebtedness incurred under this Section 2.15(a) 2.16 shall be in an aggregate principal amount that is (x) not less than $50 million or 100,000,000 and (y) an integral multiple of $5 million 1,000,000 in excess thereof, unless the Administrative . The Agent shall otherwise agree in its discretion. (c) promptly notify each Bank as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that this Agreement and that, upon the other Loan Documents may be amended pursuant to a effectiveness of any Refinancing Amendment, without the consent of any other Lenders, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto. Any Refinancing Amendment may, including without limitation to incorporate the applicable lenders in respect consent of Other Term Loans as “Lenders”any other Banks, and the Other Term Loans as “Loans” and/or “Term Loans”, for all applicable purposes hereunder, including the definition of Required Lenders and to establish any tranche of Other Term Loans an independent Class or Facility, as applicable, and (ii) effect such other amendments to this Agreement and the other Loan Financing Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and Parentthe Borrower, to effect the provisions of this Section. This Section 2.15, and 2.16 shall supersede any provisions in Section 10.04 or Section 10.05 to the Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment, which shall not, for the avoidance of doubt be subject to Section 10.01contrary.

Refinancing Amendments. (a) On one or more occasions after the Closing DateAt any time and from time to time, the Borrowers Borrower may obtain, from any Lender or any Additional Refinancing Lender, Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Term Loans or Commitments then outstanding under this Agreement, in the form of Other Term Loans or Other Term Loan Commitmentseach case, pursuant to a Refinancing Amendment, which Credit Agreement Refinancing Indebtedness may, at the election of the Borrower, take the form of (i) new Term Loans under an additional or replacement Term Facility hereunder (“Other Term Loans”), or (ii) one or more additional series of unsecured or subordinated notes or loans or senior secured loans or notes that will be secured by the Collateral on a pari passu basis with the Term Facility, or junior lien secured or unsecured notes or loans that will be secured on a junior basis to the Term Facility. Any Other Term Loans may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments hereunder, as specified in the applicable Refinancing Amendment (provided that if the Lenders or Additional Lenders providing such Credit Agreement Refinancing Indebtedness have the ability to decline mandatory prepayments, any such mandatory prepayment that is not accepted by such Lenders or Additional Lenders shall be applied, subject to the right of any applicable Lender to decline mandatory prepayments (if any), to the non-refinanced Term Loans of the Class being refinanced). The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 4.01 (whichincluding, for the avoidance of doubt, shall not require compliance with Section 7.09 for any incurrence of Other Term Loans) and, solely to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) customary legal opinions, board resolutions and resolutions, officers’ certificates or reaffirmation agreements consistent with those delivered on the Closing Date under Section 4.01 (conformed as appropriate) and (ii) reaffirmation agreements and/or other than changes to such amendments legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Credit Agreement Refinancing Indebtedness is provided with the benefit of the applicable Loan Documents. (b) Agent)). Each issuance incurrence of Credit Agreement Refinancing Indebtedness under this Section 2.15(a) 2.20 shall be in an aggregate principal amount that is (x) of not less than $50 million or (y) an integral multiple of $5 million in excess thereof, unless the 25.0 million. The Administrative Agent shall otherwise agree in its discretion. (c) promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that this Agreement and that, upon the other Loan Documents may be amended pursuant to a effectiveness of any Refinancing Amendment, without the consent of any other Lenders, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant theretothereto (including any amendments necessary to treat the Term Loans subject thereto as Other Term Loans). Any Refinancing Amendment may, including without limitation to incorporate the consent of any person other than the Administrative Agent, the Borrower and the Lenders or Additional Lenders providing the applicable lenders in respect of Other Term Loans as “Lenders”Credit Agreement Refinancing Indebtedness, and the Other Term Loans as “Loans” and/or “Term Loans”, for all applicable purposes hereunder, including the definition of Required Lenders and to establish any tranche of Other Term Loans an independent Class or Facility, as applicable, and (ii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and Parentthe Borrower, to effect the provisions of this Section 2.152.20. This Section 2.20 shall supersede any provisions in Section 9.08 to the contrary. It is understood that (a) any Lender approached to provide all or a portion of Credit Agreement Refinancing Indebtedness may elect or decline, and the in its sole discretion, to provide such Credit Agreement Refinancing Indebtedness (it being understood that there is no obligation to approach any existing Lenders hereby expressly authorize to provide any such commitment to provide Other Term Loans), (b) the Administrative Agent shall have consented (such consent not to enter into be unreasonably withheld, delayed or conditioned) to such person’s providing such Credit Agreement Refinancing Indebtedness if such consent would be required under Section 9.04 for an assignment of Term Loans to such person and (c) the making of any such Refinancing Amendment, which Other Term Loans by any Non-Debt Fund Affiliate shall not, for the avoidance of doubt be subject to Section 10.01the terms and conditions applicable to any assignment of Term Loans to such Affiliated Lender as if such Other Term Loans were assigned to such Affiliated Lender.

Refinancing Amendments. (a) On one or more occasions At any time after the Closing Effective Date, the Borrowers Borrower may obtain, from any Lender or any Additional Refinancing LenderLender (but no such Lender or Additional Lender shall be obligated to provide), Credit Agreement Refinancing Indebtedness in respect of (i) all or any portion of the Term Loans then outstanding under this AgreementAgreement (which for purposes of this clause (i) will be deemed to include any then outstanding Other Term Loans) or (ii) all or any portion of the Revolving Loans (or unused Revolving Commitments) under this Agreement (which for purposes of this clause (ii) will be deemed to include any then outstanding Other Revolving Loans, Other Revolving Commitments and Additional Revolving Commitments and loans issued thereunder), in the form of (x) Other Term Loans or Other Term Loan Commitments or (y) Other Revolving Loans or Other Revolving Commitments, pursuant to a Refinancing Amendment. The effectiveness as the case may be; provided that the Net Proceeds of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 (which, for the avoidance of doubt, shall not require compliance with Section 7.09 for any incurrence of Other Term Loans) and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) customary legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Closing Date (conformed as appropriate) and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Credit Agreement Refinancing Indebtedness is provided shall be applied, substantially concurrently with the benefit incurrence thereof, to the prepayment (or reduction) of outstanding Indebtedness being so refinanced (or the applicable Loan Documents. (b) case may be), as the case may be and accompanied by any prepayment premium payable thereon in accordance with the terms hereof. Each issuance Class of Credit Agreement Refinancing Indebtedness incurred under this Section 2.15(a) 2.21 shall be in an aggregate principal amount that is (x) not less than $50 million 5,000,000 in the case of Other Term Loans or $5,000,000 in the case of Other Revolving Loans and (y) an integral multiple of $5 million 1,000,000 in excess thereof, thereof (in each case unless the Borrower and the Administrative Agent otherwise agree). Any Refinancing Amendment may provide for the issuance of Letters of Credit for the account of the Borrower, pursuant to any Other Revolving Commitments established thereby, in each case on terms substantially equivalent to the terms applicable to Letters of Credit under the Revolving Commitments or as otherwise reasonably acceptable to the Administrative Agent; provided that no Issuing Bank shall otherwise agree in be required to act as “issuing bank” under any such Refinancing Amendment without its discretion. (c) written consent. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that this Agreement and that, upon the other Loan Documents may be amended pursuant to a effectiveness of any Refinancing Amendment, without the consent of any other Lenders, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto, thereto (including without limitation any amendments necessary to incorporate treat the applicable lenders in respect of Loans and Commitments subject thereto as Other Term Loans as “Lenders”Loans, and the Other Revolving Commitments and/or Other Term Loans as “Loans” and/or “Term Loans”Commitments). Any Refinancing Amendment may, for all applicable purposes hereunderwithout the consent of any other Lenders, including the definition of Required Lenders and to establish any tranche of Other Term Loans an independent Class or Facility, as applicable, and (ii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and Parentthe Borrower, to effect the provisions of this Section 2.15Section. In addition, if so provided in the relevant Refinancing Amendment and with the consent of each Issuing Bank, participations in Letters of Credit expiring on or after the Revolving Maturity Date shall be reallocated from Lenders hereby expressly authorize holding Revolving Commitments to Lenders holding extended revolving commitments in accordance with the Administrative Agent to enter into any terms of such Refinancing Amendment; provided, which however, that such participation interests shall, upon receipt thereof by the relevant Lenders holding Revolving Commitments, be deemed to be participation interests in respect of such Revolving Commitments and the terms of such participation interests (including the commission applicable thereto) shall not, for be adjusted accordingly. (b) This Section 2.21 shall supersede any provisions in Section 2.18 or Section 9.02 to the avoidance of doubt be subject to Section 10.01contrary.

Refinancing Amendments. (a) On one or more occasions after the Closing Escrow Release Date, the Borrowers may obtain, from any Lender or any Additional Refinancing Lender, Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Term Loans then outstanding under this Agreement, Agreement (which for purposes of this clause (a) will be deemed to include any then outstanding Other Term Loans or Incremental Term Loans) in the form of Other Term Loans or Other Term Loan Commitments, Commitments pursuant to a Refinancing Amendment. . (b) The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 (which, for the avoidance of doubt, shall not require compliance with Section 7.09 for any incurrence of Other Term Loans) 4.2 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) customary legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Original Closing Date (conformed as appropriate) other than changes to such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Credit Agreement Refinancing Indebtedness is provided with the benefit of the applicable Loan DocumentsFinancing Agreements. (bc) Each issuance of Credit Agreement Refinancing Indebtedness under Section 2.15(a2.9(a) shall be in an aggregate principal amount that is (x) not less than $50 million or 25,000,000 and (y) an integral multiple of $5 million 1,000,000 in excess thereof, unless the Administrative Agent shall otherwise agree in its discretion. (cd) Each of the parties hereto hereby agrees that this Agreement and the other Loan Documents Financing Agreements may be amended pursuant to a Refinancing Amendment, without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto, including without limitation (ii) make such other changes to incorporate the applicable lenders in respect of Other Term Loans as “Lenders”, this Agreement and the Other Term Loans as “Loans” and/or “Term Loans”, for all applicable purposes hereunder, including other Financing Agreements consistent with the definition provisions and intent of Section 12.3(g) (without the consent of the Required Lenders and to establish any tranche of Other Term Loans an independent Class or Facility, as applicable, called for therein) and (iiiii) effect such other amendments to this Agreement and the other Loan Documents Financing Agreements as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and Parentthe Parent Borrower, to effect the provisions of this Section 2.152.9, and the Required Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment. (e) Notwithstanding anything to the contrary in this Agreement, which the 2016-1 Term B-4 Loans and 2016-1 B-5 Loans shall not, for the avoidance of doubt be subject to Section 10.01permitted under this Agreement.

Refinancing Amendments. (a) On one or more occasions after the Closing Date, the Borrowers Borrower may obtain, from any Lender or any Additional Refinancing Lender, Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Term Loans then outstanding under this Agreement, in the form of Other Term Loans or Other Term Loan Commitments, pursuant to a Refinancing Amendment. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 (which, for the avoidance of doubt, shall not require compliance with Section 7.09 for any incurrence of Other Term Loans) and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) customary legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Closing Date (conformed as appropriate) and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Credit Agreement Refinancing Indebtedness is provided with the benefit of the applicable Loan Documents. (b) Each issuance of Credit Agreement Refinancing Indebtedness under Section 2.15(a) shall be in an aggregate principal amount that is (x) $50 25 million or (y) an integral multiple of $5 million in excess thereof, unless the Administrative Agent shall otherwise agree in its discretion. (c) Each of the parties hereto hereby agrees that this Agreement and the other Loan Documents may be amended pursuant to a Refinancing Amendment, without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto, including without limitation to incorporate the applicable lenders in respect of Other Term Loans as “Lenders”, and the Other Term Loans as “Loans” and/or “Term Loans”, for all applicable purposes hereunder, including the definition definitions of Required Lenders and Required Class Lenders and to establish any tranche of Other Term Loans an independent Class or Facility, as applicable, and (ii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and Parentthe Borrower, to effect the provisions of this Section 2.15, and the Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment, which shall not, for the avoidance of doubt be subject to Section 10.01.

Refinancing Amendments. (a) On one or more occasions At any time after the Closing Effective Date, the Borrowers Borrower may obtain, from any Lender or any Additional Refinancing Lenderother Eligible Assignee, Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Term Loans then outstanding under this Agreement, Debt in the form of Other Term Loans Advances or Other Term Loan Commitments, Commitments in each case pursuant to a Refinancing Amendment. Any Other Advances may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments hereunder, as specified in the applicable Refinancing Amendment. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 (which3.02, for the avoidance of doubt, shall not require compliance together with Section 7.09 for any incurrence of Other Term Loans) and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) customary legal opinions, board resolutions and resolutions, officers’ certificates and/or reaffirmation agreements generally consistent with those delivered on the Closing Effective Date (conformed as appropriate) and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Credit Agreement Refinancing Indebtedness is provided with the benefit of the applicable Loan Documents. (b) Each issuance of Credit Agreement Refinancing Indebtedness under Section 2.15(a) shall be in an aggregate principal amount that is (x) $50 million or (y) an integral multiple of $5 million in excess thereof, unless the 3.02. The Administrative Agent shall otherwise agree in its discretion. (c) promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that this Agreement and that, upon the other Loan Documents may be amended pursuant to a effectiveness of any Refinancing Amendment, without the consent of any other Lenders, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness Debt incurred pursuant theretothereto (including any amendments necessary to treat the Advances and Commitments subject thereto as Other Advances and/or Other Commitments). Any Refinancing Amendment may, including without limitation to incorporate the applicable lenders in respect consent of Other Term Loans as “any other Lenders”, and the Other Term Loans as “Loans” and/or “Term Loans”, for all applicable purposes hereunder, including the definition of Required Lenders and to establish any tranche of Other Term Loans an independent Class or Facility, as applicable, and (ii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and Parentthe Borrower, to effect the provisions of this Section 2.152.19. This Section 2.19 shall supersede any provisions in Section 2.06, and 2.13 or 9.01 to the Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment, which shall not, for the avoidance of doubt be subject to Section 10.01contrary.

Refinancing Amendments. (a) On one So long as no Specified Default exists or more occasions would arise therefrom, at any time after the Closing Date, the Borrowers may obtain, from any Lender, any Additional Lender or any Additional Refinancing Lenderother Person, Credit Agreement Refinancing Indebtedness in respect of all or the Facility (which for purposes of this clause (a) will be deemed to include any portion then outstanding (w) Other ABL Term Loans, (x) Incremental ABL Term Loans, (y) Other Revolving Credit Loans and (z) Loans provided against the Supplemental Commitments and Incremental Revolving Commitments, but will exclude the commitments in respect of the Term FILO Tranche unless (1) the Loans then comprising the FILO Tranche are the only Loans outstanding under this Agreement, and (2) the Commitments for the Revolving Credit Facility (excluding the FILO Tranche) have been terminated) in the form of (i) one or more Other ABL Term Loans or Other ABL Term Loan Commitments, (ii) one or more Other Revolving Credit Loans or Other Revolving Credit Commitments, or (iii) in the case of the FILO Tranche, a new “first-in, last-out” tranche, as the case may be, in each case pursuant to a Refinancing Amendment; provided that any Person (other than an existing Lender or an Additional Lender) providing such Credit Agreement Refinancing Indebtedness shall be subject to the approval of the Administrative Agent and, in the case of any Other Revolving Credit Loans or Other Revolving Credit Commitments, the Swingline Lender and the Borrowers (each such approval not to be unreasonably withheld, conditioned or delayed). Each Tranche of Credit Agreement Refinancing Indebtedness incurred under this Subsection 2.7 shall be in an aggregate principal amount that is (x) not less than $10,000,000 in the case of Other ABL Term Loans or Other Revolving Credit Loans and (y) an integral multiple of $5,000,000 in excess thereof (or, in each case, in such lower minimum amounts or multiples as agreed to by the Administrative Agent in its reasonable discretion). (b) The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 (which, for the avoidance of doubt, shall not require compliance with Section 7.09 for any incurrence of Other Term LoansSubsectionSubsections 6.2(a) and 6.2(b) and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) customary legal opinions, board resolutions and resolutions, officers’ certificates and/or reaffirmation agreements substantially consistent with those delivered on the Closing Date under Subsection 6.1 (conformed as appropriate) and (ii) reaffirmation agreements and/or other than changes to such amendments legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion). Any Refinancing Amendment may provide for the issuance of Letters of Credit for the account of any Borrower, or the provision to the Collateral Documents as may be reasonably requested by Borrowers of Swingline Loans, pursuant to any Other Revolving Credit Commitments established thereby, in each case on terms substantially equivalent to the Administrative Agent in order terms applicable to ensure that such Credit Agreement Refinancing Indebtedness is provided with the benefit of the applicable Loan Documents. (b) Each issuance Letters of Credit Agreement Refinancing Indebtedness and Swingline Loans under Section 2.15(a) shall be in an aggregate principal amount that is (x) $50 million or (y) an integral multiple of $5 million in excess thereof, unless the Administrative Agent shall otherwise agree in its discretionCommitments. (c) The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that this Agreement and that, upon the other Loan Documents may be amended pursuant to a effectiveness of any Refinancing Amendment, without the consent of any other Lenders, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto, thereto (including without limitation any amendments necessary to incorporate treat the applicable lenders in respect of Loans and Commitments subject thereto as Other Term Loans as “Lenders”, and the Other Term Loans as “Loans” and/or “ABL Term Loans”, for all applicable purposes hereunderOther Revolving Credit Loans, including Other Revolving Credit Commitments and/or Other ABL Term Commitments). The Lenders hereby irrevocably authorize the definition of Required Lenders and Administrative Agent to establish enter into any tranche of Other Term Loans an independent Class or Facility, as applicable, and (ii) Refinancing Amendment to effect such other amendments to this Agreement and the other Loan Documents and such technical amendments as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and Parentthe Borrower Representative, to effect the provisions of this Section 2.15Subsection 2.7. In addition, if so provided in the relevant Refinancing Amendment and with the consent of each Issuing Lender, participations in Letters of Credit expiring on or after the Termination Date shall be partially or entirely reallocated from Lenders hereby expressly authorize holding Commitments to Lenders holding extended revolving commitments in accordance with the Administrative Agent to enter into any terms of such Refinancing Amendment; provided, which however, that such participation interests shall, upon receipt thereof by the relevant Lenders holding Commitments, be deemed to be participation interests in respect of such Commitments and the terms of such participation interests (including the commission applicable thereto) shall not, for the avoidance of doubt be subject to Section 10.01adjusted accordingly.

Refinancing Amendments. (a1) On one or more occasions At any time after the Closing Amendment and Restatement Date, the Borrowers Borrower may obtain, from any Lender or any Additional Refinancing LenderLender (it being understood that (i) no Lender shall be required to provide any Other Loan without its consent, Credit Agreement Refinancing Indebtedness (ii) [reserved] and (iii) Other Term Loans provided by Affiliated Lenders shall be subject to the limitations set forth in respect of Section 10.07(g)), Other Loans to refinance all or any portion of the Term applicable Class or Classes of Loans then outstanding under this Agreement, in the form of Other Term Loans or Agreement which will be made pursuant to Other Term Loan Commitments, in the case of Other Term Loans, pursuant to a Refinancing Amendment. The effectiveness ; provided that such Other Loans (i) shall rank equal in priority in right of payment with the other Loans and Commitments hereunder, (ii) shall be unsecured or rank pari passu (without regard to the control of remedies) or junior in right of security with any Refinancing Amendment First Lien Obligations under this Agreement and, if secured on a junior basis, shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 an applicable Intercreditor Agreement(s), (which, for the avoidance of doubtiii) if secured, shall not require compliance be secured by any property or assets of the Borrower or of its Subsidiaries other than the Collateral, (iv) shall not at any time be guaranteed by any Subsidiary of the Borrower other than Subsidiaries that are Guarantors, (v) shall have interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts, original issue discounts as may be agreed by the Borrower and the Lenders thereof (and, solely in the case of any Other Term Loans that rank pari passu in right of security with Section 7.09 for any incurrence the Amendment and Restatement Date Term Loans, subject to the MFN Provision), in each case, to the extent provided in the applicable Refinancing Amendment, (vi) [reserved], (vii) will have a final maturity date no earlier than, and, in the case of Other Term Loans, will have a Weighted Average Life to Maturity equal to or greater than, the Term Loans being refinanced and (viii) andwill have such other terms and conditions (other than as provided in foregoing clauses (ii) through (vii)) that if otherwise not consistent with the terms of such Class of Loans or Commitments being refinanced, not be materially more restrictive to the Borrower (as determined by the Borrower in good faith), when taken as a whole, than the terms of such Class of Loans or Commitments being refinanced, except to the extent necessary to provide for (x) covenants and other terms applicable to any period after the Latest Maturity Date of the Loans in effect immediately prior to such refinancing or (y) subject to the immediately succeeding proviso, a Previously Absent Financial Maintenance Covenant; provided that, notwithstanding anything to the contrary contained herein, (I) if any such terms of the Other Term Loans contain a Previously Absent Financial Maintenance Covenant that is in effect prior to the applicable Latest Maturity Date, such Previously Absent Financial Maintenance Covenant shall be included for the benefit of each Class of Term Loans and (II) [reserved]. Any Other Term Loans may participate on a pro rata basis or less than a pro rata basis in any mandatory prepayments of Term Loans hereunder as specified in the applicable Refinancing Amendment. In connection with any Refinancing Amendment, the Borrower shall, if reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) deliver customary legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Closing Date (conformed as appropriate) and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Credit Agreement Refinancing Indebtedness is Other Loans are provided with the benefit of the applicable Loan Documents. (b2) Each issuance Class of Credit Agreement Refinancing Indebtedness Other Commitments and Other Loans incurred under this Section 2.15(a) 2.15 shall be in an aggregate principal amount that is (x) not less than $50 million or (y) an integral multiple of $5 million in excess thereof, unless the 5.0 million. The Administrative Agent shall otherwise agree in its discretion. (c) promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that this Agreement and that, upon the other Loan Documents may be amended pursuant to a effectiveness of any Refinancing Amendment, without the consent of any other Lenders, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness Other Commitments and Other Loans incurred pursuant thereto, thereto (including without limitation any amendments necessary to incorporate the applicable lenders in respect of Other Term Loans as “Lenders”, and treat the Other Term Loans and/or Other Commitments as “Loans” and/or “Term Loans”Loans and Commitments). Any Refinancing Amendment may, for all applicable purposes hereunderwithout the consent of any other Lenders, including the definition of Required Lenders and to establish any tranche of Other Term Loans an independent Class or Facility, as applicable, and (ii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and Parentthe Borrower, to effect the provisions of this Section 2.15. (3) This Section 2.15 shall supersede any provisions in Section 2.12, and 2.13 or 10.01 to the Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment, which shall not, for the avoidance of doubt be subject to Section 10.01contrary.

Refinancing Amendments. (a) On one or more occasions after the Closing Escrow Release Date, the Borrowers may obtain, from any Lender or any Additional Refinancing Lender, Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Term Loans then outstanding under this Agreement, Agreement (which for purposes of this clause (a) will be deemed to include any then outstanding Other Term Loans or Incremental Term Loans) in the form of Other Term Loans or Other Term Loan Commitments, Commitments pursuant to a Refinancing Amendment. . (b) The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 (which, for the avoidance of doubt, shall not require compliance with Section 7.09 for any incurrence of Other Term Loans) 4.2 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) customary legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Original Closing Date (conformed as appropriate) other than changes to such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Credit Agreement Refinancing Indebtedness is provided with the benefit of the applicable Loan DocumentsFinancing Agreements. (bc) Each issuance of Credit Agreement Refinancing Indebtedness under Section 2.15(a2.9(a) shall be in an aggregate principal amount that is (x) not less than $50 million or 25,000,000 and (y) an integral multiple of $5 million 1,000,000 in excess thereof, unless the Administrative Agent shall otherwise agree in its discretion. (cd) Each of the parties hereto hereby agrees that this Agreement and the other Loan Documents Financing Agreements may be amended pursuant to a Refinancing Amendment, without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto, including without limitation (ii) make such other changes to incorporate the applicable lenders in respect of Other Term Loans as “Lenders”, this Agreement and the Other Term Loans as “Loans” and/or “Term Loans”, for all applicable purposes hereunder, including other Financing Agreements consistent with the definition provisions and intent of Section 12.3(g) (without the consent of the Required Lenders and to establish any tranche of Other Term Loans an independent Class or Facility, as applicable, called for therein) and (iiiii) effect such other amendments to this Agreement and the other Loan Documents Financing Agreements as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and Parentthe Parent Borrower, to effect the provisions of this Section 2.152.9, and the Required Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment. (e) Notwithstanding anything to the contrary in this Agreement, which the 2016-1 Term B-4 Loans and, 2016-2 Term B-4 Loans, 2016-1 B-5 Loans, 2016-2 B-5 Loans and 2016-1 B-6 Loans shall not, for the avoidance of doubt be subject to Section 10.01permitted under this Agreement.

Refinancing Amendments. (a) On one or more occasions At any time after the Closing Date, the Borrowers Borrower may obtain, from any Lender or any Additional Refinancing Lender, Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Term outstanding Revolving Loans then outstanding (or unused Revolving Credit Commitments) under this Agreement, in the form of Other Term Revolving Loans (or Other Term Loan Revolving Credit Commitments), pursuant to a Refinancing Amendment. ; provided that such Credit Agreement Refinancing Indebtedness (i) shall be secured by the Collateral, and Guaranteed by the Guarantors, on a pari passu basis with the Obligations pursuant to the Security Documents and shall not be secured by any property or assets other than Collateral or Guaranteed by any person other than a Guarantor and (ii) will have a maturity date that is not prior to the maturity date of Revolving Credit Commitments being refinanced. (a) The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in paragraphs (b) and (c) of Section 4.02 (which, for the avoidance of doubt, shall not require compliance with Section 7.09 for any incurrence of Other Term Loans) 4.01 and, to except as otherwise specified in the extent reasonably requested by the Administrative Agentapplicable Refinancing Amendment, receipt by the Administrative Agent shall have received (with sufficient copies for each of (ithe Additional Lenders) customary legal opinions, board resolutions and officers’ other closing certificates reasonably requested by the Administrative Agent and consistent with those delivered on the Closing Date (conformed as appropriate) and (ii) reaffirmation agreements and/or under Section 4.02, other than changes to such amendments legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion that are reasonably satisfactory to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Credit Agreement Refinancing Indebtedness is provided with the benefit of the applicable Loan DocumentsAgent. (b) Each issuance Class of Credit Agreement Refinancing Indebtedness incurred under this Section 2.15(a) 2.23 shall be in an aggregate principal amount that is (x) not less than $50 million or (y) 5,000,000 and an integral multiple of $5 million 1,000,000 in excess thereof, thereof unless such amount represents the total outstanding amount of the Refinanced Debt or the Administrative Agent otherwise consents. The Administrative Agent shall otherwise agree in its discretionpromptly notify each Lender as to the effectiveness of each Refinancing Amendment. (c) Each of the parties hereto hereby agrees that this Agreement and the other Loan Documents may be amended pursuant to a Any Refinancing AmendmentAmendment may, without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto, including without limitation to incorporate the applicable lenders in respect of Other Term Loans as “Lenders”, and the Other Term Loans as “Loans” and/or “Term Loans”, for all applicable purposes hereunder, including the definition of Required Lenders and to establish any tranche of Other Term Loans an independent Class or Facility, as applicable, and (ii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and Parentthe Borrower, to reflect the existence of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto and to otherwise effect the provisions of this Section 2.15, and the Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment, which shall not, for the avoidance of doubt be subject to Section 10.012.23.

Refinancing Amendments. (a) On one or more occasions At any time after the Closing Date, the Borrowers Borrower may obtain, obtain Credit Agreement Refinancing Debt from any Lender or any Additional Refinancing Lender, Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Term Loans then outstanding under this Agreement, in the form of Other Term Loans or Other Term Loan Commitments, each case pursuant to a Refinancing Amendment. . (b) The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 (which, for the avoidance of doubt, shall not require compliance with Section 7.09 for any incurrence of Other Term Loans) 5.2 and, to the extent reasonably requested by the Administrative Agent, to receipt by the Administrative Agent of (i) customary legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Closing Date (conformed as appropriate) other than changes to such legal opinions resulting from a change in law, change in fact or change to counsels’ forms of opinions reasonably satisfactory to the Administrative Agent, and (ii) reaffirmation agreements and/or such amendments to the Collateral Security Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Credit Agreement Refinancing Indebtedness Debt is provided with the benefit of the applicable Loan Documents. (bc) Each issuance of Credit Agreement Refinancing Indebtedness under Section 2.15(a) Debt shall be in an aggregate principal amount that is (x) not less than $50 million or 25,000,000, and (y) an integral multiple of $5 million in excess thereof, unless the Administrative Agent shall otherwise agree in its discretion1,000,000. (cd) Each of the parties hereto hereby agrees that this Agreement and the other Loan Documents may be amended pursuant to a Refinancing Amendment, without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness Debt incurred pursuant thereto, including without limitation to incorporate the applicable lenders in respect of Other Term Loans as “Lenders”, and the Other Term Loans as “Loans” and/or “Term Loans”, for all applicable purposes hereunder, including the definition of Required Lenders and to establish any tranche of Other Term Loans an independent Class or Facility, as applicable, and (ii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and Parentthe Borrower, to effect the provisions of this Section 2.152.14, and the Required Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment. Unless the Swingline Lender enters into the Refinancing Amendment for a Refinancing Revolving Facility, which the Swingline Termination Date will not be extended to reflect the Refinancing Revolving Commitments in such Facility, the Refinancing Revolving Lenders with such Refinancing Revolving Commitments shall notnot participate in Swingline Loans, and the use of the terms “Revolving Commitments” and “Revolving Loans” in connection with the provisions of this Agreement governing Swingline Loans shall be deemed to exclude such Refinancing Revolving Commitments and Refinancing Revolving Loans. Unless the Issuing Bank enters into the Refinancing Amendment for a Refinancing Revolving Facility, the avoidance LC Termination Date will not be extended to reflect the Refinancing Revolving Commitments in such Facility, the Refinancing Revolving Lenders with such Refinancing Revolving Commitments shall not participate in Letters of doubt Credit, and the use of the terms “Revolving Commitments” and “Revolving Loans” in connection with the provisions of this Agreement governing Letters of Credit shall be subject deemed to Section 10.01exclude such Refinancing Revolving Commitments and Refinancing Revolving Loans.

Refinancing Amendments. (a) On one or more occasions after the Closing Date, the Borrowers Borrower may obtain, from any Lender or any Additional Refinancing Lender, Credit Agreement Refinancing Indebtedness in respect of all other bank or financial institution that agrees to provide any portion of the Refinancing Term Loans then outstanding under this Agreement, in the form of Other Term Loans or Other Term Loan Commitments, pursuant to a Refinancing Amendment in accordance with this Section 2.17 (each, an “Additional Refinancing Lender”); provided that the Administrative Agent shall have consented (such consent not to be unreasonably withheld or delayed) to such Lender’s or Additional Refinancing Lender’s making such Refinancing Term Loans to the extent such consent, if any, would be required under Section 10.06(b)(iii) for an assignment of Loans to such Lender or Additional Refinancing Lender and such Additional Refinancing Lender is an Eligible Assignee; provided, further, that any Refinancing Term Loans may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) as among the various Classes of Term Loans (in accordance with the respective outstanding principal amounts thereof) in any voluntary or mandatory repayments or prepayments of Term Loans hereunder, as specified in the applicable Refinancing Amendment. ; (b) The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 (which, for the avoidance of doubt, shall not require compliance with Section 7.09 for any incurrence of Other Term Loans) and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of of (i) customary legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Closing Date (conformed as appropriate) and other than changes to such legal opinion resulting from a Change in Law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Security Documents (including modifications to the Mortgages) as may be reasonably requested by the Administrative Agent in order to ensure that such Credit Agreement Refinancing Indebtedness is provided with the benefit enforceability of the applicable Loan DocumentsSecurity Documents and the perfection and priority of the Liens thereunder are preserved and maintained. (bc) Each issuance of Credit Agreement Refinancing Indebtedness under Section 2.15(a2.17(a) shall be in an aggregate principal amount that is (x) not less than $50 million or (y) an integral multiple of $5 million in excess thereof, unless the Administrative Agent shall otherwise agree in its discretion5,000,000. (cd) Each of the parties hereto hereby agrees that this Agreement and the other Loan Documents may be amended pursuant to a Refinancing Amendment, without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto, including without limitation to incorporate the applicable lenders in respect of Other Term Loans as “Lenders”, and the Other Term Loans as “Loans” and/or “Term Loans”, for all applicable purposes hereunder, including the definition of Required Lenders and to establish any tranche of Other Term Loans an independent Class or Facility, as applicable, thereto and (ii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and Parentthe Borrower, to effect the provisions of this Section 2.152.17, and the Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment, which . (e) This Section 2.17 shall not, for supersede any provisions in Section 10.01 to the avoidance of doubt be subject to Section 10.01contrary.

Refinancing Amendments. (a) On one or more occasions after the Closing Effective Date, the Borrowers may obtain, from any Lender or any Additional Refinancing Lender, Credit Agreement Refinancing Indebtedness in respect of all or any portion of the any Class of Term Loans then outstanding under this Agreement, Agreement (which for purposes of this clause (a) will be deemed to include any then outstanding Refinancing Term Loans or Incremental Term Loans) in the form of Other Refinancing Term Loans or Other Refinancing Term Loan Commitments, Commitments pursuant to a Refinancing Amendment. ; provided that notwithstanding anything to the contrary in this Section 2.17(a) or otherwise, Refinancing Term Commitments (and the Refinancing Term Loans made pursuant thereto) effected pursuant to a Refinancing Amendment shall be Obligations hereunder and shall rank pari passu in right of payment and security with the existing Term Loans. (b) The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 (which, for the avoidance of doubt, shall not require compliance with Section 7.09 for any incurrence of Other Term Loans) and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) customary legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Closing Effective Date (conformed as appropriate) other than changes to such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Loan Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Credit Agreement Refinancing Indebtedness is provided with the benefit of the applicable Loan Documents. (bc) Each issuance of Credit Agreement Refinancing Indebtedness under Section 2.15(a2.17(a) shall be in an aggregate principal amount that is (x) not less than $50 million or 5,000,000 and (y) an integral multiple of $5 million 1,000,000 in excess thereof, unless the Administrative Agent shall otherwise agree in its discretion. (cd) Each of the parties hereto hereby agrees that this Agreement and the other Loan Documents may be amended pursuant to a Refinancing Amendment, without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto, including without limitation to incorporate the applicable lenders in respect of Other Term Loans as “Lenders”, and the Other Term Loans as “Loans” and/or “Term Loans”, for all applicable purposes hereunder, including the definition of Required Lenders and to establish any tranche of Other Term Loans an independent Class or Facility, as applicable, thereto and (ii) make such other changes to this Agreement and the other Loan Documents consistent with the provisions and intent of Section 10.01 (without the consent of the Required Lenders called for therein) and (iii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and Parentthe Lead Borrower, to effect the provisions of this Section 2.152.17, and the Required Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment, which shall not, for the avoidance of doubt be subject to Section 10.01.

Refinancing Amendments. (a) On one The Borrower may obtain at any time or more occasions from time to time after the Closing Date, the Borrowers may obtain, from any Lender or any Additional Refinancing Person approved by both the Borrower and, if not a Lender, Affiliate of a Lender or an Approved Fund, the Administrative Agent (such approval not to be unreasonably withheld or delayed) (an “Additional Lender”) Credit Agreement Refinancing Indebtedness in respect of all or any portion of any Class the Term Loans (such Credit Agreement Refinancing Indebtedness in respect of any Loans, a “Refinancing Tranche”) then outstanding under this AgreementAgreement (which for purposes of this clause (a) will be deemed to include any then outstanding Other Term Loans, Incremental Loans or Extended Loans), in the form of Other Term Loans or Other Term Loan Commitments, Commitments pursuant to a Refinancing Amendment (or, in the case such Credit Agreement Refinancing Indebtedness consists of notes, pursuant to the other agreements referred to in the last sentence of the definition of Credit Agreement Refinancing Indebtedness and in the case of such notes, the Refinancing Amendment, if entered into, shall effectuate the purposes set forth in such last sentence of such definition). The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof Administrative Agent’s receipt of each of the conditions set forth in Section 4.02 (which, for the avoidance of doubt, shall not require compliance with Section 7.09 for any incurrence of Other Term Loans) customary loan documentation and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) customary legal opinions, board resolutions and resolutions, officers’ certificates and other customary closing certificates, in each case consistent with those delivered on the Closing Date under Section 4.01 (conformed as appropriate) and (ii) reaffirmation agreements and/or other than changes to such amendments legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Credit Agreement Agent), and customary reaffirmation agreements. Each Refinancing Indebtedness is provided with the benefit of the applicable Loan Documents. (b) Each issuance Tranche of Credit Agreement Refinancing Indebtedness incurred under this Section 2.15(a2.16(a) shall be in an aggregate principal amount that is (x) not less than $50 million or 25,000,000 and (y) an integral multiple of $5 million 1,000,000 in excess thereof, unless the . The Administrative Agent shall otherwise agree in its discretion. (c) promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that this Agreement and that, upon the other Loan Documents may be amended pursuant to a effectiveness of any Refinancing Amendment, without the consent of any other Lenders, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto, thereto (including without limitation any amendments necessary to incorporate treat the applicable lenders in respect of Loans and Commitments subject thereto as Other Term Loans as “Lenders”, and the and/or Other Term Loan Commitments). The proceeds of any Refinancing Tranche shall be used to repay Loans as “Loans” and/or “Term Loans”of such Class on a pro rata basis. (b) Any Refinancing Amendment may, for all applicable purposes hereunderwithout the consent of any other Lenders, including the definition of Required Lenders and to establish any tranche of Other Term Loans an independent Class or Facility, as applicable, and (ii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and Parentthe Borrower, to effect the provisions of this Section 2.15Section. Notwithstanding the foregoing, and the Lenders hereby expressly authorize each of the Administrative Agent and the Collateral Agent shall have the right (but not the obligation) to seek the advice or concurrence of the Required Lenders with respect to any matter contemplated by this Section 2.16 and, if either the Administrative Agent or the Collateral Agent seeks such advice or concurrence, it shall be permitted to enter into such amendments with the Borrower in accordance with any instructions actually received by such Required Lenders and shall also be entitled to refrain from entering into such amendments with the Borrower unless and until it shall have received such advice or concurrence; provided, however, that whether or not there has been a request by the Administrative Agent or the Collateral Agent for any such Refinancing Amendmentadvice or concurrence, which all such amendments entered into with the Borrower by the Administrative Agent or the Collateral Agent hereunder shall notbe binding and conclusive on the Lenders. (c) This Section 2.16 shall supersede any provisions in Section 2.13, for 2.15 or 11.01 to the avoidance of doubt be subject to Section 10.01contrary.

Refinancing Amendments. (a) On one or more occasions At any time after the Closing Date, the Borrowers Borrower may obtain, from any Lender or any Additional Refinancing Lender, obtain Credit Agreement Refinancing Indebtedness advanced hereunder in respect of all or any portion of the Term Loans and the Revolving Loans (or unused Revolving Commitments) of any Class then outstanding under this Agreement, in the form of one or more Classes of Other Term Loans, Other Term Commitments, Other Revolving Loans or Other Term Loan Commitments, Revolving Commitments pursuant to a Refinancing Amendment; provided that, notwithstanding anything to the contrary in this Section 2.14 or otherwise, (1) the borrowing and repayment (except for (A) payments of interest and fees at different rates on Other Revolving Commitments (and related outstandings), (B) repayments required upon the maturity date of the Other Revolving Commitments and (C) repayment made in connection with a permanent repayment and termination of commitments (subject to clause (3) below)) of Loans with respect to Other Revolving Commitments after the date of obtaining any Other Revolving Commitments shall be made on a pro rata basis with all other Revolving Commitments, (2) the permanent repayment of Revolving Loans with respect to, and termination of, Other Revolving Commitments after the date of obtaining any Other Revolving Commitments shall be made on a pro rata basis with all other Revolving Commitments, except that the Borrower shall be permitted to permanently repay and terminate commitments of any such Class on a better than a pro rata basis as compared to any other Class with a later maturity date than such Class and (3) assignments and participations of Other Revolving Commitments and Other Revolving Loans shall be governed by the same assignment and participation provisions applicable to the existing Revolving Commitments and Revolving Loans. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 (which4.02, for the avoidance of doubt, shall not require compliance with Section 7.09 for any incurrence of Other Term Loans) and, and to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) customary legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Closing Date (conformed as appropriate) and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be opinions reasonably requested by the Administrative Agent relating to the matters described above covering matters similar to those covered in order the opinions delivered on the Closing Date. No Lender shall have any obligation to ensure that such Credit Agreement participate in any Refinancing Indebtedness is provided with the benefit of the applicable Loan Documents. (b) Amendment. Each issuance of Credit Agreement Refinancing Indebtedness under this Section 2.15(a2.14(a) shall be in an aggregate principal amount that is (x) not less than $50 million or 5,000,000 and (y) an integral multiple of $5 million 1,000,000 in excess thereof, unless the . (b) The Administrative Agent shall otherwise agree in its discretion. (c) promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that this Agreement and that, upon the other Loan Documents may be amended pursuant to a effectiveness of any Refinancing Amendment, without the consent of any other Lenders, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto, thereto (including without limitation any amendments necessary to incorporate treat the applicable lenders in respect Loans and Commitments subject thereto as a Class of Other Term Loans as “Lenders”Loans, and the Other Revolving Loans, Other Term Loans as “Loans” and/or “Term Loans”, for all applicable purposes hereunder, including the definition of Required Lenders Commitments and to establish any tranche of Other Term Loans an independent Class or FacilityRevolving Commitments, as applicable). Any Refinancing Amendment may, and (ii) without the consent of any other Lenders, effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and Parentthe Borrower, to effect the provisions of this Section 2.152.14. (c) The Loans and Commitments established pursuant to this Section 2.14 shall constitute Loans and Commitments under, and shall be entitled to all the Lenders hereby expressly authorize benefits afforded by, this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from the Guaranties and the Liens created by the Collateral Documents. The Loan Parties shall take any actions reasonably requested by the Administrative Agent to enter into ensure and/or demonstrate that the Liens and security interests granted by the Collateral Documents continue to secure all Obligations and continue to be perfected under the UCC or otherwise after giving effect to the applicable Refinancing Amendment. (d) To the extent the Revolving Commitments are being refinanced on the effective date of any such Refinancing Amendment, then each of the Revolving Lenders having a Revolving Commitment prior to the effective date of such Refinancing Amendment (such Revolving Lenders the “Pre-Refinancing Revolving Lenders”) shall assign or transfer to any Revolving Lender which is acquiring an Other Revolving Commitment on the effective date of such amendment (the “Post-Refinancing Revolving Lenders”), and such Post-Refinancing Revolving Lenders shall purchase from each such Pre-Refinancing Revolving Lender, at the principal amount thereof, such interests in Revolving Loans and participation interests in Letters of Credit (but not, for the avoidance of doubt doubt, the related Revolving Commitments) outstanding on the effective date of such Refinancing Amendment as shall be subject necessary in order that, after giving effect to all such assignments or transfers and purchases, such Revolving Loans and participation interests in Letters of Credit will be held by Pre-Refinancing Revolving Lenders and Post-Refinancing Revolving Lenders ratably in accordance with their Revolving Commitments and Other Revolving Commitments, as applicable, after giving effect to such Refinancing Amendment (and after giving effect to any Revolving Loans made on the effective date of such Refinancing Amendment). Such assignments or transfers and purchases shall be made pursuant to such procedures as may be designated by Administrative Agent and shall not be required to be effectuated in accordance with Section 10.0111.06. For the avoidance of doubt, Revolving Loans and participation interests in Letters of Credit assigned or transferred and purchased pursuant to this Section 2.14(d) shall, upon receipt thereof by the relevant Post-Refinancing Revolving Lenders, be deemed to be Other Revolving Loans and participation interests in Letters of Credit in respect of the relevant Class of Other Revolving Commitments acquired by such Post-Refinancing Revolving Lenders on the relevant amendment effective date and the terms of such Revolving Loans and participation interests (including, without limitation, the interest rate and maturity applicable thereto) shall be adjusted accordingly.

Refinancing Amendments. (a) On one or more occasions At any time after the Closing Date, the Borrowers Borrower may obtain, from any Lender existing Lenders (each of which shall be entitled to agree or any Additional decline to participate in its sole discretion) and, subject to the Administrative Agent’s consent (not to be unreasonably withheld or delayed), additional banks, financial institutions and other institutional lenders, Refinancing LenderTerm Loans. (b) Notwithstanding the foregoing, Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Term Loans then outstanding under this Agreement, in the form of Other Term Loans or Other Term Loan Commitments, pursuant to a Refinancing Amendment. The effectiveness of any no Refinancing Amendment shall be subject to the satisfaction become effective under this Section 2.22 unless (i) on the date thereof of each of such effectiveness, the conditions set forth in Section 4.02 paragraph (whichb) of Article IV shall be satisfied and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer and (ii) except as otherwise specified in the applicable Refinancing Amendment, the Administrative Agent shall have received (with sufficient copies for each of the avoidance Lenders of doubt, shall not require compliance with Section 7.09 for any incurrence of Other the Refinancing Term Loans) and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) customary legal opinions, board resolutions and officers’ other closing certificates reasonably requested by the Administrative Agent and reasonably consistent with those delivered on the Closing Date under Article IV (conformed as appropriate) and (ii) reaffirmation agreements and/or such amendments other than changes reasonably satisfactory to the Collateral Documents as may be reasonably requested by the Administrative Agent to such legal opinions resulting from a change in order law, change in fact or change to ensure that such Credit Agreement Refinancing Indebtedness is provided with the benefit counsel’s form of the applicable Loan Documents. (b) Each issuance of Credit Agreement Refinancing Indebtedness under Section 2.15(a) shall be in an aggregate principal amount that is (x) $50 million or (y) an integral multiple of $5 million in excess thereof, unless the Administrative Agent shall otherwise agree in its discretionopinion). (c) Each of the parties hereto hereby agrees that this Agreement and the other Loan Documents may be amended pursuant to a Any Refinancing AmendmentAmendment may, without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto, including without limitation to incorporate the applicable lenders in respect of Other Term Loans as “Lenders”, and the Other Term Loans as “Loans” and/or “Term Loans”, for all applicable purposes hereunder, including the definition of Required Lenders and to establish any tranche of Other Term Loans an independent Class or Facility, as applicable, and (ii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and Parentthe Borrower, to reflect the existence of the Refinancing Term Loans (including the addition of such Refinancing Term Loans as separate Classes hereunder and treated in a manner consistent with the Classes being refinanced, including for purposes of prepayments and voting) incurred pursuant thereto and to otherwise effect the provisions of this Section 2.15, and the Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment, which shall not, for the avoidance of doubt be subject to Section 10.012.24.

Refinancing Amendments. (a) On one or more occasions At any time after the Closing Date, the Borrowers thea Borrower may obtain, from any Lender or any Additional Refinancing LenderEligible Assignee, Credit Agreement Refinancing Indebtedness in respect of (a) all or any portion of the Term Loans and Incremental Term Loans then outstanding under this AgreementAgreement (which for purposes of this clause (a) will be deemed to include any then outstanding Other Term Loans) or (b) all or any portion of the Revolving Loans (or unused Revolving Commitments) and Incremental Revolving Loans (or unused Incremental Revolving Commitments) under this Agreement (which for purposes of this clause (b) will be deemed to include any then outstanding Other Revolving Loans and Other Revolving Commitments), in the form of (x) Other Term Loans or Other Term Loan Commitments or (y) Other Revolving Loans or Other Revolving Commitments, as the case may be, in each case pursuant to a Refinancing Amendment; provided that such Credit Agreement Refinancing Indebtedness will rank pari passu in right of payment and of security with the other Loans and Commitments hereunder. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 (which, for the avoidance of doubt, shall not require compliance with Section 7.09 for any incurrence of Other Term Loans) and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) customary legal opinions, board resolutions and resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Section 4.01 (conformed other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion and such other changes as appropriate) and (ii) reaffirmation agreements and/or such amendments are reasonably satisfactory to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Credit Agreement Refinancing Indebtedness is provided with the benefit of the applicable Loan Documents. (b) Agent). Each issuance Class of Credit Agreement Refinancing Indebtedness incurred under Section 2.15(a) shall be in an aggregate principal amount that is (x) $50 million or (y) an integral multiple of $5 million in excess thereof, unless the Administrative Agent shall otherwise agree in its discretion. (c) Each of the parties hereto hereby agrees that this Agreement and the other Loan Documents may be amended pursuant to a Refinancing Amendment, without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto, including without limitation to incorporate the applicable lenders in respect of Other Term Loans as “Lenders”, and the Other Term Loans as “Loans” and/or “Term Loans”, for all applicable purposes hereunder, including the definition of Required Lenders and to establish any tranche of Other Term Loans an independent Class or Facility, as applicable, and (ii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and Parent, to effect the provisions of this Section 2.15, and the Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment, which shall not, for the avoidance of doubt be subject to Section 10.01.this

Refinancing Amendments. (a) On one or more occasions At any time after the Closing Date, the Borrowers BorrowersBorrower may obtain, from any Lender or any Additional Refinancing Lenderor any Affiliates thereof or any other lender that is an Eligible Assignee, Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Term Loans or Commitments then outstanding under this AgreementAgreement (which for purposes of this Section 2.17 will be deemed to include any then outstanding Other Loans, Other Commitments, Additional Term Loans, Additional Revolving Credit Commitments, Extended Term Loans or Extended Revolving Credit Commitments), in the form of Other Term Loans or Other Term Loan Commitments, Commitments in each case pursuant to a Refinancing Amendment. Any Other Loans may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments hereunder, as specified in the applicable Refinancing Amendment. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction or waiver on the date thereof of each of the conditions set forth in Section 4.02 (which, for the avoidance of doubt, shall not require compliance with Section 7.09 for any incurrence of Other Term Loans) and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) customary legal opinions, board resolutions and resolutions, officers’ certificates and/or NYDOCS01/1760806.13 reaffirmation agreements generally consistent with those delivered on the Closing Date under Section 4.01 (conformed as appropriate) and (ii) reaffirmation agreements and/or which in the case of legal opinions, take into account changes to such amendments legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Agent). Each Credit Agreement Refinancing Indebtedness is provided with the benefit of the applicable Loan Documents. incurred under this Section 2.17 shall (bi) Each issuance of Credit Agreement Refinancing Indebtedness under Section 2.15(a) shall be in an aggregate principal amount that is not less than $10,000,000 and (ii) (x) $50 million with respect to any Other Loans or Other Commitments in the case of any Revolving Credit Loans or Revolving Credit Commitments being refinanced, will have a maturity date that is not prior to the maturity date of the Revolving Credit Loans or Revolving Credit Commitments being refinanced and (y) an integral multiple with respect to any Other Loans or Other Commitments in the case of $5 million in excess thereofany Term Loans being refinanced, unless will have a maturity date that is not prior to the maturity date of, and will have a Weighted Average Life to Maturity that is not shorter than, the Term Loans being refinanced. The Administrative Agent shall otherwise agree in its discretion. (c) promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that this Agreement and that, upon the other Loan Documents may be amended pursuant to a effectiveness of any Refinancing Amendment, without the consent of any other Lenders, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant theretothereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Loans and/or Other Commitments). Any Refinancing Amendment may, including without limitation to incorporate the applicable lenders in respect consent of Other Term Loans as “any other Lenders”, and the Other Term Loans as “Loans” and/or “Term Loans”, for all applicable purposes hereunder, including the definition of Required Lenders and to establish any tranche of Other Term Loans an independent Class or Facility, as applicable, and (ii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and Parentthe BorrowersBorrower, to effect the provisions of this Section 2.152.17. This Section 2.17 shall supersede any provisions in Section 2.05, and Section 2.13 or Section 10.01 to the Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment, which shall not, for the avoidance of doubt be subject to Section 10.01contrary.

Refinancing Amendments. (a1) On one or more occasions At any time after the Closing Date, the Borrowers Borrower may obtain, from any Lender or any Additional Refinancing LenderLender (it being understood that (i) no Lender shall be required to provide any Other Loan without its consent, Credit Agreement Refinancing Indebtedness (ii) Affiliated Lenders may not provide Other Revolving Commitments and (iii) Other Term Loans provided by Affiliated Lenders shall be subject to the limitations set forth in respect of Section 10.07(h)), Other Loans to refinance all or any portion of the Term applicable Class or Classes of Loans then outstanding under this Agreement, in the form of Other Term Loans or Agreement which will be made pursuant to Other Term Loan Commitments, in the case of Other Term Loans, and pursuant to Other Revolving Commitments, in the case of Other Revolving Loans, in each case pursuant to a Refinancing Amendment. The effectiveness ; provided that such Other Loans and Other Revolving Commitments (i) shall rank equal in priority in right of payment with the other Loans and Commitments hereunder, (ii) shall be unsecured or rank pari passu (without regard to the control of remedies) or junior in right of security with any Refinancing Amendment First Lien Obligations under this Agreement and, if secured on a junior basis, shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 an applicable Intercreditor Agreement(s), (which, for the avoidance of doubtiii) if secured, shall not require compliance with Section 7.09 be secured by any property or assets of the Borrower or any Restricted Subsidiary other than the Collateral, (iv) shall not at any time be guaranteed by any Subsidiary of the Borrower other than Subsidiaries that are Guarantors, (v)(A) shall have interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts, original US-DOCS\122695800.10 issue discounts and prepayment terms and premiums as may be agreed by the Borrower and the Lenders thereof and/or (B) may provide for additional fees and/or premiums payable to the Lenders providing such Other Loans in addition to any incurrence of the items contemplated by the preceding clause (A), in each case, to the extent provided in the applicable Refinancing Amendment, (vi) may have optional prepayment terms (including call protection and prepayment terms and premiums) as may be agreed between the Borrower and the Lenders thereof, (vii) will have a final maturity date no earlier than, and, in the case of Other Term Loans, will have a Weighted Average Life to Maturity equal to or greater than, the Term Loans or Revolving Commitments being refinanced and (viii) andwill have such other terms and conditions (other than as provided in foregoing clauses (ii) through (vii)) that either, at the option of the Borrower, (1) reflect market terms and conditions (taken as a whole) at the time of incurrence of such Other Loans or Other Revolving Commitments (as determined by the Borrower in good faith) or (2) if otherwise not consistent with the terms of such Class of Loans or Commitments being refinanced, not be materially more restrictive to the Borrower (as determined by the Borrower in good faith), when taken as a whole, than the terms of such Class of Loans or Commitments being refinanced, except in the case of clauses (1) and (2) to the extent necessary to provide for (x) covenants and other terms applicable to any period after the Latest Maturity Date of the Loans in effect immediately prior to such refinancing or (y) subject to the immediately succeeding proviso, a Previously Absent Financial Maintenance Covenant; provided that, notwithstanding anything to the contrary contained herein, (I) if any such terms of the Other Term Loans contain a Previously Absent Financial Maintenance Covenant that is in effect prior to the applicable Latest Maturity Date, such Previously Absent Financial Maintenance Covenant shall be included for the benefit of each Facility and (II) if any such terms of the Other Revolving Commitments contain a Previously Absent Financial Maintenance Covenant, such Previously Absent Financial Maintenance Covenant shall be included for the benefit of each Class of Revolving Commitments. Any Other Term Loans may participate on a pro rata basis, less than a pro rata basis or greater than a pro rata basis in any mandatory prepayments of Term Loans hereunder (except that, unless otherwise permitted under this Agreement or unless the Class of Term Loans being refinanced was so entitled to participate on a greater than a pro rata basis in such mandatory prepayments, such Other Term Loans may not participate on a greater than a pro rata basis as compared to any earlier maturing Class of Term Loans constituting First Lien Obligations in any mandatory prepayments under Section 2.05(2)(a), (b) and (d)(i)), as specified in the applicable Refinancing Amendment. All Other Revolving Commitments shall provide that all borrowings under the applicable Revolving Commitments and repayments thereunder shall be made on a pro rata basis (except for (1) payments of interest and fees at different rates on Other Revolving Commitments (and related outstanding Other Revolving Loans), (2) repayments required upon the Maturity Date of the Revolving Commitments, (3) repayments made in connection with any refinancing of Revolving Commitments and (4) repayment made in connection with a permanent repayment and termination of Commitments). In connection with any Refinancing Amendment, the Borrower shall, if reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) deliver customary legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Closing Date (conformed as appropriate) and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Credit Agreement Refinancing Indebtedness is Other Loans or Other Revolving Commitments are provided with the benefit of the applicable Loan Documents. (b2) Each issuance Class of Credit Agreement Refinancing Indebtedness Other Commitments and Other Loans incurred under this Section 2.15(a) 2.15 shall be in an aggregate principal amount that is (x) not less than $50 million or (y) an integral multiple of $5 million in excess thereof, unless the 5.0 million. The Administrative Agent shall otherwise agree in its discretion. (c) promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that this Agreement and that, upon the other Loan Documents may be amended pursuant to a effectiveness of any Refinancing Amendment, without the consent of any other Lenders, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness Other Commitments and Other Loans incurred pursuant thereto, thereto (including without limitation any amendments necessary to incorporate the applicable lenders in respect of Other Term Loans as “Lenders”, and treat the Other Term Loans and/or Other Commitments as “Loans” and/or “Term Loans”Loans and Commitments). Any Refinancing Amendment may, for all applicable purposes hereunderwithout the consent of any other Lenders, including the definition of Required Lenders and to establish any tranche of Other Term Loans an independent Class or Facility, as applicable, and (ii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and Parentthe Borrower, to effect the provisions of this Section 2.15. (3) This Section 2.15 shall supersede any provisions in Section 2.12, and 2.13 or 10.01 to the Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment, which shall not, for the avoidance of doubt be subject to Section 10.01contrary.

Refinancing Amendments. (a) On one or more occasions after the Closing Effective Date, the Borrowers Borrower may obtain, from any Lender or any other bank, financial institution or other institutional lender or investor that agrees to provide any portion of any Term Advances pursuant to a Refinancing Amendment in accordance with this Section 2.08 (each, an “Additional Refinancing Lender”), Credit Agreement Refinancing Indebtedness in respect of all or any portion of any Class, as selected by the Borrower in its sole discretion, of Term Loans B Advances then outstanding under this Agreement, in the form of Other Refinancing Term Loans B Advances or Other Refinancing Term Loan B Commitments; provided, pursuant that, with respect to each Additional Refinancing Lender that is a Parent or a Non-Debt Fund Affiliate, such Person providing any Refinancing Amendment. Term B Advances shall be subject to the same restrictions set forth in Section 10.06(e) as they would otherwise be subject to with respect to any purchase by or assignment to such Person of Term B Advances. (b) The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 (which, for the avoidance of doubt, shall not require compliance with Section 7.09 for any incurrence of Other Term Loans) Bring-Down Conditions and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) customary legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Closing Effective Date (conformed as appropriate) other than changes to such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by (or new security agreements on substantially similar terms to the Administrative Agent in order Collateral Documents) and intercreditor agreements to ensure that such Credit Agreement Refinancing Indebtedness is provided with the benefit of the applicable Loan Documents. (bc) Each issuance of Credit Agreement Refinancing Indebtedness under Section 2.15(a2.08(a) shall be in an aggregate principal amount that is (x) not less than $50 million or 10,000,000 and (y) an integral multiple of $5 million 1,000,000 in excess thereof, unless the Administrative Agent shall otherwise agree in its discretion. (cd) Each of the parties hereto hereby agrees that this Agreement and the other Loan Documents may be amended pursuant to a Refinancing Amendment, without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto, including without limitation to incorporate the applicable lenders in respect of Other Term Loans as “Lenders”, and the Other Term Loans as “Loans” and/or “Term Loans”, for all applicable purposes hereunder, including the definition of Required Lenders and to establish any tranche of Other Term Loans an independent Class or Facility, as applicable, thereto and (ii) make such other changes to this Agreement and the other Loan Documents consistent with the provisions and intent of Section 10.05(d) and (iii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and Parentthe Borrower, to effect the provisions of this Section 2.152.08, and the Required Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment, which shall not, for the avoidance of doubt be subject to Section 10.01.

Refinancing Amendments. (a) On one or more occasions At any time after the Closing Date, the Borrowers may obtain, from any Lender or any Additional Refinancing Lenderor any Affiliates thereof or any other lender that is an Eligible Assignee, Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Term Loans or Commitments then outstanding under this AgreementAgreement (which for purposes of this Section 2.17 will be deemed to include any then outstanding Other Loans, Other Commitments, Additional Term Loans, Additional Revolving Credit Commitments, Extended Term Loans or Extended Revolving Credit Commitments), in the form of Other Term Loans or Other Term Loan Commitments, Commitments in each case pursuant to a Refinancing Amendment. Any Other Loans may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments hereunder, as specified in the applicable Refinancing Amendment. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction or waiver on the date thereof of each of the conditions set forth in Section 4.02 (which, for the avoidance of doubt, shall not require compliance with Section 7.09 for any incurrence of Other Term Loans) and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) customary legal opinions, board resolutions and resolutions, officers’ certificates and/or reaffirmation agreements generally consistent with those delivered on the Closing Date under Section 4.01 (conformed as appropriate) and (ii) reaffirmation agreements and/or which in the case of legal opinions, take into account changes to such amendments legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Agent). Each Credit Agreement Refinancing Indebtedness is provided with the benefit of the applicable Loan Documents. incurred under this Section 2.17 shall (bi) Each issuance of Credit Agreement Refinancing Indebtedness under Section 2.15(a) shall be in an aggregate principal amount that is not less than $10,000,000 and (ii) (x) $50 million with respect to any Other Loans or Other Commitments in the case of any Revolving Credit Loans or Revolving Credit Commitments being refinanced, will have a maturity date that is not prior to the maturity date of the Revolving Credit Loans or Revolving Credit Commitments being refinanced and (y) an integral multiple with respect to any Other Loans or Other Commitments in the case of $5 million in excess thereofany Term Loans being refinanced, unless will have a maturity date that is not prior to the maturity date of, and will have a Weighted Average Life to Maturity that is not shorter than, the Term Loans being refinanced. The Administrative Agent shall otherwise agree in its discretion. (c) promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that this Agreement and that, upon the other Loan Documents may be amended pursuant to a effectiveness of any Refinancing Amendment, without the consent of any other Lenders, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant theretothereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Loans and/or Other Commitments). Any Refinancing Amendment may, including without limitation to incorporate the applicable lenders in respect consent of Other Term Loans as “any other Lenders”, and the Other Term Loans as “Loans” and/or “Term Loans”, for all applicable purposes hereunder, including the definition of Required Lenders and to establish any tranche of Other Term Loans an independent Class or Facility, as applicable, and (ii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and Parentthe Borrowers, to effect the provisions of this Section 2.152.17. This Section 2.17 shall supersede any provisions in Section 2.05, and Section 2.13 or Section 10.01 to the Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment, which shall not, for the avoidance of doubt be subject to Section 10.01contrary.

Refinancing Amendments. (a) On one The Borrower may, by written notice to the Administrative Agent from time to time, request Indebtedness in exchange for, or more occasions after to extend, renew, replace or refinance, in whole or (in the Closing Datecase of Term Loans) in part, the Borrowers may obtainexisting Term Loans or existing Revolving Credit Loans (or unused Revolving Credit Commitments), from any Lender or any Additional Refinancing Lender, then-existing Credit Agreement Refinancing Indebtedness (solely for purposes of this Section 2.19, “Refinanced Debt”) in the form of (i) Refinancing Term Loans in respect of all or any portion of the any Class of Term Loans then outstanding under this Agreement or (ii) Refinancing Revolving Commitments in respect of all or any portion of any Revolving Credit Loans (and the unused Revolving Credit Commitments with respect to such Revolving Credit Loans) then outstanding under this Agreement, in the form of Other Term Loans or Other Term Loan Commitments, each case pursuant to a Refinancing AmendmentAmendment (such Indebtedness, “Refinancing Indebtedness”). Each written notice to the Administrative Agent requesting a Refinancing Amendment shall set forth (i) the amount of the Refinancing Term Loans or Refinancing Revolving Commitments being requested (which shall be in minimum increments of $1,000,000 and a minimum amount of $10,000,000) and (ii) the date on which such Refinancing Term Loans or Refinancing Revolving Commitments are requested to become effective (which shall not be less than five Business Days (or such shorter period as the Administrative Agent may reasonably agree) after the date of such notice). The Borrower may seek Refinancing Indebtedness from existing Lenders (each of which shall be entitled to agree or decline to participate in its sole discretion) or any Person that is an Eligible Assignee (each such Person that is not an existing Lender and that agrees to provide any portion of the Credit Agreement Refinancing Indebtedness pursuant to a Refinancing Amendment in accordance with this Section 2.19, an “Additional Lender”). (b) Notwithstanding the foregoing, the effectiveness of any Refinancing Amendment shall be subject to the satisfaction (i) on the date thereof of effectiveness thereof, no Event of Default shall have occurred and be continuing or shall be caused thereby, (ii) the terms of the applicable Refinancing Indebtedness shall comply with Section 2.19(c) and (iii) except as otherwise specified in the applicable Refinancing Amendment, the Administrative Agent shall have received (with sufficient copies for each of the conditions set forth in Section 4.02 (whichRefinancing Term Loan Lenders and Refinancing Revolving Lenders, for the avoidance of doubt, shall not require compliance with Section 7.09 for any incurrence of Other Term Loansas applicable) and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) customary legal opinions, board resolutions and officers’ other closing certificates reasonably requested by the Administrative Agent and consistent with those delivered on the Closing Date under Section 4.01. (conformed c) The terms and provisions of any Refinancing Indebtedness incurred pursuant to any Refinancing Amendment shall not be, except as appropriateotherwise set forth herein or in the Refinancing Amendment and reasonably acceptable to the Administrative Agent, taken as a whole, determined by the Borrower, materially more favorable to the Lenders providing such Indebtedness than those applicable to the applicable Refinanced Debt (provided (i) any provisions which apply only to periods after the maturity date of the Refinanced Debt shall be deemed to be acceptable to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments terms that are more favorable to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that lenders of such Credit Agreement Refinancing Indebtedness is provided with than those contained in the Loan Documents and are then conformed (or added) to the Loan Documents for the benefit of the applicable Loan DocumentsLenders shall be deemed acceptable to the Administrative Agent); provided, that: (i) such Refinancing Indebtedness consisting of Refinancing Term Loans shall other than with respect to Customary Bridge Loans or the Inside Maturity Amount have (A) a maturity date no earlier than the maturity date of the applicable Refinanced Debt and (B) a Weighted Average Life to Maturity equal to or greater than that of the Refinanced Debt, (ii) there shall be no scheduled amortization of such Refinancing Indebtedness consisting of Refinancing Revolving Commitments and the scheduled termination date of such Refinancing Revolving Commitments shall not be earlier than the scheduled termination date of the Refinanced Debt, (iii) such Refinancing Indebtedness will rank pari passu or junior in right of payment and of security with the other Obligations hereunder (and, if applicable, be subject to an Acceptable Intercreditor Agreement) or be unsecured, (iv) such Refinancing Indebtedness shall be guaranteed by the Guaranty, (v) the interest rate margin, rate floors, fees, original issue discount and premiums applicable to such Refinancing Indebtedness shall be determined by the Borrower and the Lenders providing such Refinancing Indebtedness, (vi) such Refinancing Indebtedness (including, if such Indebtedness includes any Refinancing Revolving Commitments, the unused portion of such Refinancing Revolving Commitments) shall not have a greater principal amount than the principal amount of the Refinanced Debt plus accrued interest, fees and premiums (if any) thereon and reasonable fees and expenses associated with the refinancing, plus the unused Revolving Credit Commitments being replaced, and (vii) such Refinanced Debt shall be repaid, defeased or satisfied and discharged on a dollar-for-dollar basis, and all accrued interest, fees and premiums (if any) in connection therewith shall be paid, substantially concurrently with the incurrence of such Refinancing Indebtedness in accordance with the provisions of Section 2.13; provided, further, that to the extent that such Refinancing Indebtedness consists of Refinancing Revolving Commitments, the Revolving Credit Commitments being refinanced by such Refinancing Indebtedness shall be terminated, and all accrued fees in connection therewith shall be paid, on the date such Refinancing Indebtedness is issued, incurred or obtained. (bd) Each issuance of Credit Agreement In connection with any Refinancing Indebtedness under pursuant to this Section 2.15(a) 2.19, the Borrower, the Administrative Agent and each applicable Lender or Additional Lender shall be in an aggregate principal amount that is (x) $50 million or (y) an integral multiple of $5 million in excess thereof, unless execute and deliver to the Administrative Agent a Refinancing Amendment and such other documentation as the Administrative Agent shall otherwise agree in its discretion. (c) reasonably specify to evidence such Refinancing Indebtedness. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent reasonably necessary to reflect the existence and terms of the other Loan Documents may be amended Refinancing Indebtedness incurred pursuant to a thereto. Any Refinancing AmendmentAmendment may, without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto, including without limitation to incorporate the applicable lenders in respect of Other Term Loans as “Lenders”, and the Other Term Loans as “Loans” and/or “Term Loans”, for all applicable purposes hereunder, including the definition of Required Lenders and to establish any tranche of Other Term Loans an independent Class or Facility, as applicable, and (ii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and Parentthe Borrower, to effect the provisions of this Section 2.152.19, including any amendments necessary to establish the Refinancing Term Loans and Refinancing Revolving Commitments as new Classes, Tranches or sub-Tranches of Term Loans or Revolving Credit Commitments and such other technical amendments as may be necessary or appropriate in the Lenders hereby expressly authorize reasonable opinion of the Administrative Agent to enter into any and the Borrower in connection therewith, in each case on terms not inconsistent with this Section 2.19; provided, that no such Refinancing Amendment, which Amendment shall not, for effect any amendments that would require the avoidance consent of doubt be subject each affected Lender pursuant to Section 10.0111.01 without compliance with the requirements thereof.

Refinancing Amendments. (a1) On one or more occasions At any time after the Closing Date, the Borrowers Borrower may obtain, from any Lender or any Additional Refinancing LenderLender (it being understood that (i) no Lender shall be required to provide any Other Loan without its consent, Credit Agreement Refinancing Indebtedness (ii) Affiliated Lenders may not provide Other Revolving Commitments and (iii) Other Term Loans provided by Affiliated Lenders shall be subject to the limitations set forth in respect of Section 10.07(h)), Other Loans to refinance all or any portion of the Term applicable Class or Classes of Loans then outstanding under this Agreement, in the form of Other Term Loans or Agreement which will be made pursuant to Other Term Loan Commitments, in the case of Other Term Loans, and pursuant to Other Revolving Commitments, in the case of Other Revolving Loans, in each case pursuant to a Refinancing Amendment. The effectiveness ; provided that such Other Loans and Other Revolving Commitments (i) shall rank equal in priority in right of payment with the other Loans and Commitments hereunder, (ii) shall be unsecured or rank pari passu (without regard to the control of remedies) or junior in right of security with any Refinancing Amendment First Lien Obligations under this Agreement and, if secured on a junior basis, shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 an applicable Intercreditor Agreement(s), (which, for the avoidance of doubtiii) if secured, shall not require compliance with Section 7.09 be secured by any property or assets of the Borrower or any Restricted Subsidiary other than the Collateral, (iv) shall not at any time be guaranteed by any Subsidiary of the Borrower other than Subsidiaries that are Guarantors, (v)(A) shall have interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts, original issue discounts and prepayment terms and premiums as may be agreed by the Borrower and the Lenders thereof and/or (B) may provide for additional fees and/or premiums payable to the Lenders providing such Other Loans in addition to any incurrence of the items contemplated by the preceding clause (A), in each case, to the extent provided in the applicable Refinancing Amendment, (vi) may have optional prepayment terms (including call protection and prepayment terms and premiums) as may be agreed between the Borrower and the Lenders thereof, (vii) will have a final maturity date no earlier than, and, in the case of Other Term Loans, will have a Weighted Average Life to Maturity equal to or greater than, the Term Loans or Revolving Commitments being refinanced and (viii) and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of will have such other terms and conditions (i) customary legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Closing Date (conformed other than as appropriate) and provided in foregoing clauses (ii) reaffirmation agreements and/or through (vii)) that either, at the option of the Borrower, (1) reflect market terms and conditions (taken as a whole) at the time of incurrence of such amendments Other Loans or Other Revolving Commitments (as determined by the Borrower in good faith) or (2) if otherwise not consistent with the terms of such Class of Loans or Commitments being refinanced, not be materially more restrictive to the Collateral Documents Borrower (as may be reasonably requested determined by the Administrative Agent Borrower in order good faith), when taken as a whole, than the terms of such Class of Loans or Commitments being refinanced, except with respect to ensure that such Credit Agreement Refinancing Indebtedness is provided with the benefit of the applicable Loan Documents. (b) Each issuance of Credit Agreement Refinancing Indebtedness under Section 2.15(a) shall be in an aggregate principal amount that is (x) $50 million covenants and other terms applicable to any period after the Latest Maturity Date of the Loans in effect immediately prior to such refinancing or (y) an integral multiple of $5 million in excess thereof, unless the Administrative Agent shall otherwise agree in its discretion. (c) Each of the parties hereto hereby agrees that this Agreement and the other Loan Documents may be amended pursuant to a Refinancing Amendment, without the consent of any other Lenders, subject to the extent (but only immediately succeeding proviso, a Previously Absent Financial Maintenance Covenant; provided that, notwithstanding anything to the extent) necessary to (i) reflect the existence and contrary contained herein, if any such terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto, including without limitation Other Revolving Commitments contain a Previously Absent Financial Maintenance Covenant that is in effect prior to incorporate the applicable lenders in respect Latest Maturity Date of the Revolving Facility, such Previously Absent Financial Maintenance Covenant shall be included for the benefit of each Class of Revolving Commitments. Any Other Term Loans as “Lenders”may participate on a pro rata basis, and less than a pro rata basis or greater than a pro rata basis in any mandatory prepayments of Term Loans hereunder (except that, unless otherwise permitted under this Agreement or unless the Class of Term Loans being refinanced was so entitled to participate on a greater than a pro rata basis in such mandatory prepayments, such Other Term Loans may not participate on a greater than a pro rata basis as “Loans” and/or “Term Loans”, for all applicable purposes hereunder, including the definition compared to any earlier maturing Class of Required Lenders and to establish any tranche of Other Term Loans an independent Class or Facility, as applicable, and (ii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, constituting First Lien Obligations in the reasonable opinion of the Administrative Agent and Parent, to effect the provisions of this Section 2.15, and the Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment, which shall not, for the avoidance of doubt be subject to Section 10.01.mandatory prepayments under

Refinancing Amendments. (a1) On one or more occasions At any time after the Closing Date, the Borrowers Borrower may obtain, from any Lender or any Additional Refinancing LenderLender (it being understood that (i) no Lender shall be required to provide any Other Loan without its consent, Credit Agreement Refinancing Indebtedness (ii) Affiliated Lenders may not provide Other Revolving Commitments and (iii) Other Term Loans provided by Affiliated Lenders shall be subject to the limitations set forth in respect of Section 10.07(h)), Other Loans to refinance all or any portion of the Term applicable Class or Classes of Loans then outstanding under this Agreement, in the form of Other Term Loans or Agreement which will be made pursuant to Other Term Loan Commitments, in the case of Other Term Loans, and pursuant to Other Revolving Commitments, in the case of Other Revolving Loans, in each case pursuant to a Refinancing Amendment. The effectiveness ; provided that such Other Loans and Other Revolving Commitments (i) shall rank equal in priority in right of payment with the other Loans and Commitments hereunder, (ii) shall be unsecured or rank pari passu (without regard to the control of remedies) or junior in right of security with any Refinancing Amendment First Lien Obligations under this Agreement and, if secured on a junior basis, shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 an applicable Intercreditor Agreement(s), (which, for the avoidance of doubtiii) if secured, shall not require compliance with Section 7.09 be secured by any property or assets of Holdings, the Borrower or any Restricted Subsidiary other than the Collateral, (iv) shall not at any time be guaranteed by any Subsidiary of Holdings other than Subsidiaries that are Guarantors, (v)(A) shall have interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts, original issue discounts and prepayment terms and premiums as may be agreed by the Borrower and the Lenders thereof and/or (B) may provide for additional fees and/or premiums payable to the Lenders providing such Other Loans in addition to any incurrence of the items contemplated by the preceding clause (A), in each case, to the extent provided in the applicable Refinancing Amendment, (vi) may have optional prepayment terms (including call protection and prepayment terms and premiums) as may be agreed between the Borrower and the Lenders thereof, (vii) will have a final maturity date no earlier than, and, in the case of Other Term Loans, will have a Weighted Average Life to Maturity equal to or greater than, the Term Loans or Revolving Commitments being refinanced and (viii) andwill have such other terms and conditions (other than as provided in foregoing clauses (ii) through (vii)) that either, at the option of the Borrower, (1) reflect market terms and conditions (taken as a whole) at the time of incurrence of such Other Loans or Other Revolving Commitments (as determined by the Borrower), (2) if otherwise not consistent with the terms of such Class of Loans or Commitments being refinanced, not be materially more restrictive to the Borrower (as determined by the Borrower), when taken as a whole, than the terms of such Class of Loans or Commitments being refinanced, except, in each case under this clause (2), with respect to (x) covenants and other terms applicable to any period after the Latest Maturity Date of the Loans in effect immediately prior to such refinancing or (y) a Previously Absent Financial Maintenance Covenant (so long as, (I) to the extent that any such terms of any Other Terms Loans contain a Previously Absent Financial Maintenance Covenant that is in effect prior to the Latest Maturity Date, such Previously Absent Financial Maintenance Covenant shall be included for the benefit of each Facility and (II) to the extent that any such terms of any Other Revolving Loans and Other Revolving Commitments contain a Previously Absent Financial Maintenance Covenant that is in effect prior to the Latest Maturity Date of the Revolving Facility, such Previously Absent Financial Maintenance Covenant shall be included for the benefit of the Closing Date Revolving Facility) or (3) such terms as are reasonably satisfactory to the Administrative Agent (provided that, at Borrower’s election, to the extent any term or provision is added for the benefit of (x) the lenders of Other Term Loans, no consent shall be required from the Administrative Agent to the extent that such term or provision is also added, or the features of such term or provision are provided, for the benefit of the Lenders of the Closing Date Term Loans or (y) the lenders under Other Revolving Commitments, no consent shall be required from the Administrative Agent to the extent that such term or provision is also added, or the features of such term or provision are provided, for the benefit of the Lenders of the Closing Date Revolving Facility). Any Other Term Loans may participate on a pro rata basis, less than a pro rata basis or greater than a pro rata basis in any prepayments of Term Loans hereunder (except that, unless otherwise permitted under this Agreement or unless the Class of Term Loans being refinanced was so entitled to participate on a greater than a pro rata basis in such mandatory prepayments, such Other Term Loans may not participate on a greater than a pro rata basis as compared to any earlier maturing Class of Term Loans constituting First Lien Obligations in any mandatory prepayments under Section 2.05(2)(a), (b) and (d)(i)), as specified in the applicable Refinancing Amendment. All Other Revolving Commitments shall provide that (x) except as provided under sub-clause (y) below, borrowings and repayments (other than permanent repayments) of principal under the applicable Other Revolving Commitments may be made on a pro rata basis, less than a pro rata basis or greater than a pro rata basis and (y) the permanent repayment of Other Revolving Loans in connection with a termination of Other Revolving Commitments may be made on a pro rata basis or less than a pro rata basis (or greater than a pro rata basis (A) with respect to (1) repayments required upon the Maturity Date of any Other Revolving Commitments and (2) repayments made in connection with any refinancing of Other Revolving Commitments or (B) as compared to any other Revolving Commitments with a later maturity date than such Other Revolving Commitments), in each case, with all other Revolving Commitments. In connection with any Refinancing Amendment, the Borrower shall, if reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) deliver customary legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Closing Date (conformed as appropriate) and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Credit Agreement Refinancing Indebtedness is Other Loans or Other Revolving Commitments are provided with the benefit of the applicable Loan Documents. (b2) Each issuance Class of Credit Agreement Refinancing Indebtedness Other Commitments and Other Loans incurred under this Section 2.15(a) 2.15 shall be in an aggregate principal amount that is (x) not less than $50 million or (y) an integral multiple of $5 million in excess thereof, unless the 5.0 million. The Administrative Agent shall otherwise agree in its discretion. (c) promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that this Agreement and that, upon the other Loan Documents may be amended pursuant to a effectiveness of any Refinancing Amendment, without the consent of any other Lenders, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness Other Commitments and Other Loans incurred pursuant thereto, thereto (including without limitation any amendments necessary to incorporate the applicable lenders in respect of Other Term Loans as “Lenders”, and treat the Other Term Loans and/or Other Commitments as “Loans” and/or “Term Loans”Loans and Commitments). Any Refinancing Amendment may, for all applicable purposes hereunderwithout the consent of any other Lenders, including the definition of Required Lenders and to establish any tranche of Other Term Loans an independent Class or Facility, as applicable, and (ii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and Parentthe Borrower, to effect the provisions of this Section 2.15. (3) This Section 2.15 shall supersede any provisions in Section 2.12, 2.13 or 10.01 to the contrary. For the avoidance of doubt, any of the provisions of this Section 2.15 may be amended with the consent of the Required Lenders (or the applicable Required Facility Lenders, if applicable). Notwithstanding anything to the contrary in Section 10.01, (x) each Refinancing Amendment may, without the consent of any other Loan Party, Agent or Lender, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.15, including to effect technical and corresponding amendments to this Agreement and the other Loan Documents and (y) at the option of the Borrower in consultation with the Administrative Agent, incorporate terms that would be favorable to existing Lenders hereby expressly authorize of the applicable Class or Classes for the benefit of such existing Lenders of the applicable Class or Classes, in each case under this clause (y), so long as the Administrative Agent reasonably agrees that such modification is favorable to enter into any such Refinancing Amendment, which shall not, for the avoidance of doubt be subject to Section 10.01applicable Lenders.

Refinancing Amendments. (a) On one or more occasions after the Closing Date, the Borrowers Borrower may obtain, from any Lender or any Additional other bank or financial institution that agrees to provide any portion of Refinancing Lender, Term Loans that constitute Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Term Loans then outstanding under this Agreement, in the form of Other Term Loans or Other Term Loan Commitments, pursuant to a Refinancing Amendment in accordance with this Section 2.19 (each, an “Additional Refinancing Lender”); provided that the Administrative Agent shall have consented (such consent not to be unreasonably withheld or delayed) to such Lender’s or Additional Refinancing Lender’s making such Refinancing Term Loans to the extent such consent, if any, would be required under Section 10.06 for an assignment of Loans to such Lender or Additional Refinancing Lender; provided, further, that any Refinancing Term Loans may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) as among the various Classes of Term Loans (in accordance with the respective outstanding principal amounts thereof) in any voluntary or mandatory repayments or prepayments of Term Loans hereunder, as specified in the applicable Refinancing Amendment. . (b) The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 (which, for the avoidance of doubt, shall not require compliance with Section 7.09 for any incurrence of Other Term Loans) and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) customary legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Closing Date (conformed as appropriate) other than changes to such legal opinion resulting from a Change in Law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Security Documents (including modifications to the Mortgages) as may be reasonably requested by the Administrative Agent in order to ensure that such Credit Agreement Refinancing Indebtedness is provided with the benefit enforceability of the applicable Loan Documents. (b) Each issuance Security Documents and the perfection and priority of Credit Agreement Refinancing Indebtedness under Section 2.15(a) shall be in an aggregate principal amount that is (x) $50 million or (y) an integral multiple of $5 million in excess thereof, unless the Administrative Agent shall otherwise agree in its discretionLiens thereunder are preserved and maintained. (c) Each of the parties hereto hereby agrees that this Agreement and the other Loan Documents may be amended pursuant to a Refinancing Amendment, without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto, including without limitation to incorporate the applicable lenders in respect of Other Term Loans as “Lenders”, and the Other Term Loans as “Loans” and/or “Term Loans”, for all applicable purposes hereunder, including the definition of Required Lenders and to establish any tranche of Other Term Loans an independent Class or Facility, as applicable, thereto and (ii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and Parentthe Borrower, to effect the provisions of this Section 2.152.19, and the Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment, which . (d) This Section 2.19 shall not, for supersede any provisions in Section 2.12 or Section 10.01 to the avoidance of doubt be subject to Section 10.01contrary.

Refinancing Amendments. (a) On one or more occasions At any time after the Closing Date, the Borrowers Borrower may obtain, from any Lender or any Additional Refinancing Lender, Credit Agreement Refinancing Indebtedness in respect of Other Loans to refinance all or any portion of the Term Loans then outstanding under this Agreement, in the form of Agreement which will be made pursuant to Other Term Loans or Other Term Loan Commitments, Commitments in each case pursuant to a Refinancing Amendment; provided that such Other Loans (i) will rank pari passu in right of payment and of security with the other Loans and Commitments hereunder, (ii) will have such pricing, premiums and optional prepayment or redemption terms as may be agreed by the Borrower and the Lenders thereof, (iii) will have a final maturity date no earlier than, and will have a Weighted Average Life to Maturity equal to or greater than, the Loans being refinanced, and (iv) will have terms and conditions that are substantially identical to, or (taken as a whole) are no more favorable to the lenders or holders providing such Other Term Commitments and Other Loans than those applicable to the Loans being refinanced unless (A) such more restrictive terms are not applicable until after the then Latest Maturity Date or (B) this Agreement is amended in a manner reasonably satisfactory to the Administrative Agent (acting at the Direction of the Required Lenders) and the Borrower to incorporate such more restrictive provisions for the benefit of the Lenders. Any Other Loans may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments hereunder, as specified in the applicable Refinancing Amendment. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 (which, for the avoidance of doubt, shall not require compliance with Section 7.09 for any incurrence of Other Term Loans) and, to the extent reasonably requested by the Administrative AgentAgent (acting at the Direction of the Required Lenders), receipt by the Administrative Agent of (i) customary legal opinions, board resolutions and resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Section 4.01 (conformed as appropriate) and (ii) reaffirmation agreements and/or other than changes to such amendments legal opinions resulting from a change in law, change in fact or change to the Collateral Documents as may be counsel’s form of opinion reasonably requested by satisfactory to the Administrative Agent in order to ensure that such Credit Agreement Refinancing Indebtedness is provided with (acting at the benefit Direction of the applicable Loan Documents. (b) Required Lenders)). Each issuance Class of Credit Agreement Refinancing Indebtedness Other Term Commitments and Other Loans incurred under this Section 2.15(a) 2.13 shall be in an aggregate principal amount that is (x) not less than $50 million or (y) an integral multiple of $5 million in excess thereof, unless the 100,000,000. The Administrative Agent shall otherwise agree in its discretion. (c) promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that this Agreement and that, upon the other Loan Documents may be amended pursuant to a effectiveness of any Refinancing Amendment, without the consent of any other Lenders, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness Other Term Commitments and Other Loans incurred pursuant thereto, thereto (including without limitation any amendments necessary to incorporate treat the applicable lenders in respect of Other Loans and/or Other Term Commitments as Loans as “Lenders”, and the Other Term Loans as “Loans” and/or “Term Loans”, for all applicable purposes hereunder, including the definition of Required Lenders and to establish any tranche of Other Term Loans an independent Class or Facility, as applicable, and (ii) Commitments). Any Refinancing Amendment may effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent (acting at the Direction of the Required Lenders) and Parentthe Borrower, to effect the provisions of this Section 2.15, and 2.13. This Section 2.13 shall supersede any provisions in Section 2.11 or 10.01 to the Lenders hereby expressly authorize the Administrative Agent contrary. No Lender shall be under any obligation to enter into provide any Other Term Commitment unless such Lender executes a Refinancing Amendment, which shall not, for the avoidance of doubt be subject to Section 10.01.

Refinancing Amendments. (a) On one or more occasions At any time after the Closing Effective Date, the Borrowers Borrower may obtain, from any Lender or any Additional Refinancing LenderLender (but no such Lender or Additional Lender shall be obligated to provide), Credit Agreement Refinancing Indebtedness in respect of (i) all or any portion of the Term Loans then outstanding under this AgreementAgreement (which for purposes of this clause (i) will be deemed to include any then outstanding Other Term Loans) or (ii) all or any portion of the applicable Revolving Loans (or applicable unused Revolving Commitments) under this Agreement (which for purposes of this clause (ii) will be deemed to include any then outstanding AMERICAS 107903477 Other Revolving Loans, Other Revolving Commitments and Additional Revolving Commitments and loans issued thereunder), in the form of (x) Other Term Loans or Other Term Loan Commitments or (y) Other Revolving Loans or Other Revolving Commitments, pursuant to a Refinancing Amendment. The effectiveness as the case may be; provided that the Net Proceeds of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 (which, for the avoidance of doubt, shall not require compliance with Section 7.09 for any incurrence of Other Term Loans) and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) customary legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Closing Date (conformed as appropriate) and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Credit Agreement Refinancing Indebtedness is provided shall be applied, substantially concurrently with the benefit incurrence thereof, to the prepayment (or reduction) of outstanding Indebtedness being so refinanced (or the applicable Loan Documents. (b) case may be), as the case may be and accompanied by any prepayment premium payable thereon in accordance with the terms hereof. Each issuance Class of Credit Agreement Refinancing Indebtedness incurred under this Section 2.15(a) 2.21 shall be in an aggregate principal amount that is (x) not less than $50 million 5,000,000 in the case of Other Term Loans or $5,000,000 in the case of Other Revolving Loans and (y) an integral multiple of $5 million 1,000,000 in excess thereof, thereof (in each case unless the Borrower and the Administrative Agent otherwise agree). Any Refinancing Amendment may provide for the issuance of Letters of Credit for the account of the Borrower, pursuant to any Other Revolving Commitments established thereby, in each case on terms substantially equivalent to the terms applicable to (x) USD Tranche Letters of Credit under the USD Tranche Revolving Commitments or (y) Multicurrency Tranche Letters of Credit under the Multicurrency Tranche Revolving Commitments, as applicable, or as otherwise reasonably acceptable to the Administrative Agent; provided that no Issuing Bank shall otherwise agree in be required to act as “issuing bank” under any such Refinancing Amendment without its discretion. (c) written consent. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that this Agreement and that, upon the other Loan Documents may be amended pursuant to a effectiveness of any Refinancing Amendment, without the consent of any other Lenders, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto, thereto (including without limitation any amendments necessary to incorporate treat the applicable lenders in respect of Loans and Commitments subject thereto as Other Term Loans as “Lenders”Loans, and the Other Revolving Commitments and/or Other Term Loans as “Loans” and/or “Term Loans”Commitments). Any Refinancing Amendment may, for all applicable purposes hereunderwithout the consent of any other Lenders, including the definition of Required Lenders and to establish any tranche of Other Term Loans an independent Class or Facility, as applicable, and (ii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and Parentthe Borrower, to effect the provisions of this Section 2.15Section. In addition, (I) if so provided in the relevant Refinancing Amendment and with the consent of each USD Tranche Issuing Bank, participations in USD Tranche Letters of Credit expiring on or after the USD Tranche Revolving Maturity Date shall be reallocated from Lenders hereby expressly authorize holding USD Tranche Revolving Commitments to Lenders holding extended revolving commitments in accordance with the Administrative Agent to enter into any terms of such Refinancing Amendment; provided, which however, that such participation interests shall, upon receipt thereof by the relevant Lenders holding USD Tranche Revolving Commitments, be deemed to be participation interests in respect of such USD Tranche Revolving Commitments and the terms of such participation interests (including the commission applicable thereto) shall notbe adjusted accordingly and (ii) if so provided in the relevant Refinancing Amendment and with the consent of each Multicurrency Tranche Issuing Bank, for participations in Multicurrency Tranche Letters of Credit expiring on or after the avoidance Multicurrency Tranche Revolving Maturity Date shall be reallocated from Lenders holding Multicurrency Tranche Revolving Commitments to Lenders holding extended revolving commitments in accordance with the terms of doubt such Refinancing Amendment; provided, however, that such participation interests shall, upon receipt thereof by the relevant Lenders holding Multicurrency Tranche Revolving Commitments, be subject deemed to be participation interests in respect of such Multicurrency Tranche Revolving Commitments and the terms of such AMERICAS 107903477 participation interests (including the commission applicable thereto) shall be adjusted accordingly. (b) This Section 10.012.21 shall supersede any provisions in Section 2.18 or Section 9.02 to the contrary.

Refinancing Amendments. (a) On one or more occasions At any time after the Fourth Restatement Closing Date, the Borrowers Borrower may obtain, obtain Credit Agreement Refinancing Debt from any Lender or any Additional Refinancing Lender, Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Term Loans then outstanding under this Agreement, in the form of Other Term Loans or Other Term Loan Commitments, each case pursuant to a Refinancing Amendment. . (b) The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 (which, for the avoidance of doubt, shall not require compliance with Section 7.09 for any incurrence of Other Term Loans) 5.2 and, to the extent reasonably requested by the Administrative Agent, to receipt by the Administrative Agent of (i) customary legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Fourth Restatement Closing Date (conformed as appropriate) other than changes to such legal opinions resulting from a change in law, change in fact or change to counsels’ forms of opinions reasonably satisfactory to the Administrative Agent, and (ii) reaffirmation agreements and/or such amendments to the Collateral Security Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Credit Agreement Refinancing Indebtedness Debt is provided with the benefit of the applicable Loan Documents. (bc) Each issuance of Credit Agreement Refinancing Indebtedness under Section 2.15(a) Debt shall be in an aggregate principal amount that is (x) not less than $50 million or 25,000,000, and (y) an integral multiple of $5 million in excess thereof, unless the Administrative Agent shall otherwise agree in its discretion1,000,000. (cd) Each of the parties hereto hereby agrees that this Agreement and the other Loan Documents may be amended pursuant to a Refinancing Amendment, without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness Debt incurred pursuant thereto, including without limitation to incorporate the applicable lenders in respect of Other Term Loans as “Lenders”, and the Other Term Loans as “Loans” and/or “Term Loans”, for all applicable purposes hereunder, including the definition of Required Lenders and to establish any tranche of Other Term Loans an independent Class or Facility, as applicable, and (ii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and Parentthe Borrower, to effect the provisions of this Section 2.152.14, and the Required Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment. Unless the Swingline Lender enters into the Refinancing Amendment for a Refinancing Revolving Facility, which the Swingline Termination Date will not be extended to reflect the Refinancing Revolving Commitments in such Facility, the Refinancing Revolving Lenders with such Refinancing Revolving Commitments shall notnot participate in Swingline Loans, and the use of the terms “Revolving Commitments” and “Revolving Loans” in connection with the provisions of this Agreement governing Swingline Loans shall be deemed to exclude such Refinancing Revolving Commitments and Refinancing Revolving Loans. Unless the Issuing Bank enters into the Refinancing Amendment for a Refinancing Revolving Facility, the avoidance LC Termination Date will not be extended to reflect the Refinancing Revolving Commitments in such Facility, the Refinancing Revolving Lenders with such Refinancing Revolving Commitments shall not participate in Letters of doubt Credit, and the use of the terms “Revolving Commitments” and “Revolving Loans” in connection with the provisions of this Agreement governing Letters of Credit shall be subject deemed to Section 10.01exclude such Refinancing Revolving Commitments and Refinancing Revolving Loans.

Refinancing Amendments. (a) On one or more occasions At any time after the Closing Effective Date, the Borrowers Borrower may obtain, from any Lender or any Additional Refinancing Lender, obtain Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Term Loans then outstanding under this Agreement, Agreement in the form of Other Term Loans or and Other Term Loan Commitments, Commitments pursuant to a Refinancing Amendment. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 (which4.02, for the avoidance of doubt, shall not require compliance with Section 7.09 for any incurrence of Other Term Loans) and, and to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) customary legal opinionsa certificate of each Loan Party dated as of the effective date of such Refinancing Amendment signed by a Responsible Officer of such Loan Party (A) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such refinancing, board resolutions (B) in the case of the Borrower, certifying that, before and officers’ certificates consistent with those delivered after giving effect to such refinancing, (1) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of such date, except to the Closing Date extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.18, the representations and warranties contained in subsections (conformed as appropriatea) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, and (2) no Default exists, (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be legal opinions reasonably requested by the Administrative Agent relating to the matters described above covering matters similar to those covered in order the opinions delivered on the Effective Date and (iii) an Additional First Lien Joinder Agreement with respect to ensure such Other Term Facility, dated on or prior to the date of effectiveness of such Refinancing Amendment, duly executed by the Administrative Agent, in its capacity as Authorized Representative for such Other Term Facility, the Collateral Agent, the Administrative Agent, in its capacity as Authorized Representative for the Revolving Credit Facility, and any other Authorized Representative that such Credit Agreement Refinancing Indebtedness is provided with then a party to the benefit of the applicable Loan Documents. (b) Intercreditor Agreement. Each issuance of Credit Agreement Refinancing Indebtedness under this Section 2.15(a2.18(a) shall be in an aggregate principal amount that is (x) not less than $50 million or 5,000,000 and (y) an integral multiple of $5 million 1,000,000 in excess thereof, unless the . (b) The Administrative Agent shall otherwise agree in its discretion. (c) promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that this Agreement and that, upon the other Loan Documents may be amended pursuant to a effectiveness of any Refinancing Amendment, without the consent of any other Lenders, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto, thereto (including without limitation any amendments necessary to incorporate treat the applicable lenders in respect of Loans and Commitments subject thereto as Other Term Loans as “Lenders”, and the Other Term Loans as “Loans” and/or “Term Loans”Commitments). Any Refinancing Amendment may, for all applicable purposes hereunderwithout the consent of any other Lenders, including the definition of Required Lenders and to establish any tranche of Other Term Loans an independent Class or Facility, as applicable, and (ii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and Parentthe Borrower, to effect the provisions of this Section 2.152.18, and but not in any manner that would be materially adverse to the Lenders hereby expressly authorize under any then-existing Facility without the Administrative Agent approval of the Required Revolving Lenders or the Required Term Lenders under such Facility (or, to enter into any such Refinancing Amendment, which shall not, for the avoidance of doubt be subject to extent required under Section 10.01, without the approval of each Lender under such Facility). (c) This Section 2.18 shall supersede any provisions in Section 2.13 or 10.01 to the contrary.

Refinancing Amendments. (a) On one So long as no Specified Default exists or more occasions would arise therefrom, at any time after the Closing Date, the Borrowers may obtain, from any Lender, any Additional Lender or any Additional Refinancing Lenderother Person, Credit Agreement Refinancing Indebtedness in respect of all or the Facility (which for purposes of this clause (a) will be deemed to include any portion then outstanding (w) Other ABL Term Loans, (x) Incremental ABL Term Loans, (y) Other Revolving Credit Loans and (z) Loans provided against the Supplemental Commitments and Incremental Revolving Commitments, but will exclude the commitments in respect of the Term FILO Tranche unless (1) the Loans then comprising the FILO Tranche are the only Loans outstanding under this Agreement, and (2) the Commitments for the Revolving Credit Facility (excluding the FILO Tranche) have been terminated) in the form of (i) one or more Other ABL Term Loans or Other ABL Term Loan Commitments, (ii) one or more Other Revolving Credit Loans or Other Revolving Credit Commitments, or (iii) in the case of the FILO Tranche, a new “first-in, last-out” tranche, as the case may be, in each case pursuant to a Refinancing Amendment. Each Tranche of Credit Agreement Refinancing Indebtedness incurred under this Subsection 2.7 shall be in an aggregate principal amount that is (x) not less than $10,000,000 in the case of Other ABL Term Loans or Other Revolving Credit Loans and (y) an integral multiple of $5,000,000 in excess thereof. (b) The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 (which, for the avoidance of doubt, shall not require compliance with Section 7.09 for any incurrence of Other Term LoansSubsection 6.2(a) and 6.2(b) and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) customary legal opinions, board resolutions and resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Subsection 6.1 (conformed as appropriate) and (ii) reaffirmation agreements and/or other than changes to such amendments legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion). Any Refinancing Amendment may provide for the issuance of Letters of Credit for the account of any Borrower, or the provision to the Collateral Documents as may be reasonably requested by Borrowers of Swingline Loans, pursuant to any Other Revolving Credit Commitments established thereby, in each case on terms substantially equivalent to the Administrative Agent in order terms applicable to ensure that such Credit Agreement Refinancing Indebtedness is provided with the benefit of the applicable Loan Documents. (b) Each issuance Letters of Credit Agreement Refinancing Indebtedness and Swingline Loans under Section 2.15(a) shall be in an aggregate principal amount that is (x) $50 million or (y) an integral multiple of $5 million in excess thereof, unless the Administrative Agent shall otherwise agree in its discretionCommitments. (c) The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that this Agreement and that, upon the other Loan Documents may be amended pursuant to a effectiveness of any Refinancing Amendment, without the consent of any other Lenders, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto, thereto (including without limitation any amendments necessary to incorporate treat the applicable lenders in respect of Loans and Commitments subject thereto as Other Term Loans as “Lenders”, and the Other Term Loans as “Loans” and/or “ABL Term Loans”, for all applicable purposes hereunderOther Revolving Credit Loans, including Other Revolving Credit Commitments and/or Other ABL Term Commitments). The Lenders hereby irrevocably authorize the definition of Required Lenders and Administrative Agent to establish enter into any tranche of Other Term Loans an independent Class or Facility, as applicable, and (ii) Refinancing Amendment to effect such other amendments to this Agreement and the other Loan Documents and such technical amendments as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and Parentthe Borrower Representative, to effect the provisions of this Section 2.15Subsection 2.7. In addition, if so provided in the relevant Refinancing Amendment and with the consent of each Issuing Lender, participations in Letters of Credit expiring on or after the Termination Date shall be partially or entirely reallocated from Lenders hereby expressly authorize holding Commitments to Lenders holding extended revolving commitments in accordance with the Administrative Agent to enter into any terms of such Refinancing Amendment; provided, which however, that such participation interests shall, upon receipt thereof by the relevant Lenders holding Commitments, be deemed to be participation interests in respect of such Commitments and the terms of such participation interests (including the commission applicable thereto) shall not, for the avoidance of doubt be subject to Section 10.01adjusted accordingly.

Refinancing Amendments. (a) On one or more occasions At any time after the Closing Bridge Extension Date, the Borrowers Borrower may obtain, from any Lender or any Additional Refinancing Lender, Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Term Loans then outstanding under this Agreement, in the form Agreement (which for purposes of this clause (i) will be deemed to include any then outstanding Other Term Loans Loans); provided that such Credit Agreement Refinancing Indebtedness (i) will be unsecured, (ii) will have such pricing and optional prepayment terms as may be agreed by the Borrower and the Lenders thereof, and (iii) the Net Proceeds of such Credit Agreement Refinancing Indebtedness received by or Other on behalf of the Borrower or any of the Restricted Subsidiaries shall be applied, substantially concurrently with the incurrence thereof, to the prepayment of outstanding Term Loan Commitments, pursuant to a Refinancing AmendmentLoans. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 (which, for as agreed between the avoidance of doubt, shall not require compliance with Section 7.09 for any incurrence of Other Term Loans) lenders providing such Credit Agreement Refinancing Indebtedness and the Borrower and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) customary legal opinions, board resolutions and resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Effective Date under Section 4.01 (conformed as appropriate) and (ii) reaffirmation agreements and/or other than changes to such amendments legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Credit Agreement Refinancing Indebtedness is provided with the benefit of the applicable Loan Documents. (b) Agent). Each issuance Class of Credit Agreement Refinancing Indebtedness incurred under this Section 2.15(a) 2.20 shall be in an aggregate principal amount that is (x) not less than $50 million or (y) 5,000,000 and an integral multiple of $5 million 1,000,000 in excess thereof, thereof (in each case unless the Borrower and the Administrative Agent otherwise agree). The Administrative Agent shall otherwise agree in its discretion. (c) promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that this Agreement and that, upon the other Loan Documents may be amended pursuant to a effectiveness of any Refinancing Amendment, without the consent of any other Lenders, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto, thereto (including without limitation any amendments necessary to incorporate treat the applicable lenders in respect of Loans and Commitments subject thereto as Other Term Loans as “Lenders”, and the and/or Other Term Loans as “Loans” and/or “Term Loans”Commitments). Any Refinancing Amendment may, for all applicable purposes hereunderwithout the consent of any other Lenders, including the definition of Required Lenders and to establish any tranche of Other Term Loans an independent Class or Facility, as applicable, and (ii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and Parentthe Borrower, to effect the provisions of this Section 2.15, and 2.20. (b) This Section 2.20 shall supersede any provisions in Section 2.17 or Section 9.02 to the Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment, which shall not, for the avoidance of doubt be subject to Section 10.01contrary.

Refinancing Amendments. (a) On one or more occasions At any time after the Closing Date, the Borrowers Borrower may obtain, from any Lender or any Additional Refinancing Lender, Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Term Loans then outstanding under this Agreement, in the form of Other Term Loans or Other Term Loan Commitments, Commitments in each case pursuant to a Refinancing Amendment; provided, that such Credit Agreement Refinancing Indebtedness (i) will rank pari passu in right of payment and of security with the other Term Loans and Term Commitments hereunder and (ii) will have such pricing, interest rates, fees, premiums and optional and mandatory prepayment or redemption terms as may be agreed by the Borrower and the Lenders thereof. Any Other Term Loans may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments hereunder, as specified in the applicable Refinancing Amendment. For the avoidance of doubt, any Affiliated Lender that provides any Other Term Loans shall be subject to the limitations on Affiliated Lenders set forth in Section 8.05(j) (including the Affiliated Lender Cap). The effectiveness of any Refinancing Amendment shall be subject to the satisfaction or waiver on the date thereof of each of the conditions set forth in Section 4.02 (which, for the avoidance of doubt, shall not require compliance with Section 7.09 for any incurrence of Other Term Loans) 3.02 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) customary legal opinions, board resolutions and resolutions, officers’ certificates and/or reaffirmation agreements substantially consistent with those delivered on the Closing Date (conformed as appropriate) under Section 3.01 and (ii) reaffirmation agreements and/or such amendments otherwise in form and substance reasonably satisfactory to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Credit Agreement Refinancing Indebtedness is provided with the benefit of the applicable Loan Documents. (b) Each issuance of Credit Agreement Refinancing Indebtedness under Section 2.15(a) shall be in an aggregate principal amount that is (x) $50 million or (y) an integral multiple of $5 million in excess thereof, unless the Agent. The Administrative Agent shall otherwise agree in its discretion. (c) promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that this Agreement and that, upon the other Loan Documents may be amended pursuant to a effectiveness of any Refinancing Amendment, without the consent of any other Lenders, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto, thereto (including without limitation any amendments necessary to incorporate treat the applicable lenders in respect of Loans and Commitments subject thereto as Other Term Loans as “Lenders”, and the and/or Other Term Loans as “Loans” and/or “Term Loans”Commitments). Any Refinancing Amendment may, for all applicable purposes hereunderwithout the consent of any other Lenders, including the definition of Required Lenders and to establish any tranche of Other Term Loans an independent Class or Facility, as applicable, and (ii) effect such other amendments to this Agreement and the other Loan Credit Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and Parentthe Borrower, to effect the provisions of this Section 2.15, and 2.20. This Section 2.20 shall supersede any provisions in Section 2.07 or 8.04 to the Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment, which shall not, for the avoidance of doubt be subject to Section 10.01contrary.

Refinancing Amendments. (a) On one or more occasions At any time after the Closing Date, the Borrowers Borrower may obtain, from any Lender or any Additional Refinancing LenderEligible Assignee, Credit Agreement Refinancing Indebtedness in respect of (a) all or any portion of the Term Loans and Incremental Term Loans then outstanding under this AgreementAgreement (which for purposes of this clause (a) will be deemed to include any then outstanding Other Term Loans) or (b) all or any portion of the Revolving Loans (or unused Revolving Commitments) and Incremental Revolving Loans (or unused Incremental Revolving Commitments) under this Agreement (which for purposes of this clause (b) will be deemed to include any then outstanding Other Revolving Loans and Other Revolving Commitments), in the form of (x) Other Term Loans or Other Term Loan Commitments or (y) Other Revolving Loans or Other Revolving Commitments, as the case may be, in each case pursuant to a Refinancing Amendment; provided that such Credit Agreement Refinancing Indebtedness will rank pari passu in right of payment and of security with the other Loans and Commitments hereunder. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 (which, for the avoidance of doubt, shall not require compliance with Section 7.09 for any incurrence of Other Term Loans) and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) customary legal opinions, board resolutions and resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Section 4.01 (conformed other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion and such other changes as appropriate) and (ii) reaffirmation agreements and/or such amendments are reasonably satisfactory to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Credit Agreement Refinancing Indebtedness is provided with the benefit of the applicable Loan Documents. (b) Agent). Each issuance Class of Credit Agreement Refinancing Indebtedness incurred under this Section 2.15(a) 2.18 shall be in an aggregate principal amount that is (x) not less than $50 million 25,000,000 in the case of Other Term Loans or $10,000,000 in the case of Other Revolving Loans and (y) an integral multiple of $5 million 1,000,000 in excess thereof. Any Refinancing Amendment may, unless with the consent of the applicable L/C Issuers and Swing Line Lender, provide for the issuance of Letters of Credit for the account of the Borrower, or the provision to the Borrower of Swing Line Loans, pursuant to any Other Revolving Commitments established thereby, in each case on terms substantially equivalent to the terms applicable to Letters of Credit and Swing Line Loans under the Revolving Commitments. The Administrative Agent shall otherwise agree in its discretion. (c) promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that this Agreement and that, upon the other Loan Documents may be amended pursuant to a effectiveness of any Refinancing Amendment, without the consent of any other Lenders, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto, thereto (including without limitation any amendments necessary to incorporate treat the applicable lenders in respect of Loans and Commitments subject thereto as Other Term Loans as “Lenders”Loans, and the Other Revolving Loans, Other Revolving Commitments and/or Other Term Loans as “Loans” and/or “Term Loans”Commitments). Any Refinancing Amendment may, for all applicable purposes hereunderwithout the consent of any other Lenders, including the definition of Required Lenders and to establish any tranche of Other Term Loans an independent Class or Facility, as applicable, and (ii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and Parentthe Borrower, to effect the provisions of this Section 2.15Section. In addition, if so provided in the relevant Refinancing Amendment and with the consent of each L/C Issuer, participations in Letters of Credit expiring on or after the Revolving Termination Date shall be reallocated from Lenders hereby expressly authorize holding Revolving Commitments to Lenders holding extended revolving commitments in accordance with the Administrative Agent to enter into any terms of such Refinancing Amendment; provided, which however, that such Participation Interests shall, upon receipt thereof by the relevant Lenders holding Other Revolving Commitments, be deemed to be Participation Interests in respect of such Other Revolving Commitments and the terms of such Participation Interests (including, without limitation, the commission applicable thereto) shall not, for be adjusted accordingly. (b) This Section 2.18 shall supersede any provisions in Section 2.12 or Section 10.01 to the avoidance of doubt be subject to Section 10.01contrary.

Refinancing Amendments. (a) On one or more occasions after After the Closing Effective Date, the Borrowers Borrower may obtain, from any Lender or any Additional Refinancing Lender, Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Term Loans then outstanding under this Agreement, Agreement in the form of Other Term Loans or Other Term Loan Commitments, each case pursuant to a Refinancing Amendment; provided that there shall be no obligors in respect of any Credit Agreement Refinancing Indebtedness that are not Loan Parties; provided, further that the terms and conditions applicable to such Credit Agreement Refinancing Indebtedness may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrower and the Lenders thereof and applicable only during periods after the Latest Maturity Date that is in effect on the date such Credit Agreement Refinancing Indebtedness is issued, incurred or obtained. Any Other Loans may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments hereunder, as specified in the applicable Refinancing Amendment. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 (which, for the avoidance of doubt, shall not require compliance with Section 7.09 for any incurrence of Other Term Loans) 4.2 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) customary legal opinions, board resolutions and resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Effective Date under Section 4.1 (conformed as appropriate) and (ii) reaffirmation agreements and/or other than changes to such amendments legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Collateral Documents as may be reasonably requested by Administrative Agent) (including, in the Administrative Agent in order to ensure that such Credit Agreement Refinancing Indebtedness is provided with the benefit case of the Mortgages, mortgage amendments and date down endorsements with respect to the applicable Loan Documents. (b) title insurance policies). Each issuance incurrence of Credit Agreement Refinancing Indebtedness under this Section 2.15(a) 2.14 shall be in an aggregate principal amount that is (x) of not less than $50 million or (y) an integral multiple of $5 million in excess thereof, unless the 75,000,000. The Administrative Agent shall otherwise agree in its discretion. (c) promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that this Agreement and that, upon the other Loan Documents may be amended pursuant to a effectiveness of any Refinancing Amendment, without the consent of any other Lenders, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant theretothereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Loans and/or Other Commitments). Any Refinancing Amendment may, including without limitation to incorporate the consent of any Person other than the Administrative Agent, the Borrower and the Lenders providing the applicable lenders in respect of Other Term Loans as “Lenders”Credit Agreement Refinancing Indebtedness, and the Other Term Loans as “Loans” and/or “Term Loans”, for all applicable purposes hereunder, including the definition of Required Lenders and to establish any tranche of Other Term Loans an independent Class or Facility, as applicable, and (ii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and Parentthe Borrower, to effect the provisions of this Section 2.152.14. This Section 2.14 shall supersede any provisions in Section 12.7 or 12.1 to the contrary. It is understood that (x) any Lender approached to provide all or a portion of Credit Agreement Refinancing Indebtedness may elect or decline, in its sole discretion, to provide such Credit Agreement Refinancing Indebtedness (it being understood that there is no obligation to approach any existing Lenders to provide any Other Commitment), and the Lenders hereby expressly authorize (y) the Administrative Agent shall have consented (such consent not to enter into any be unreasonably withheld, delayed or conditioned) to such Person’s providing such Credit Agreement Refinancing Amendment, which shall not, Indebtedness if such consent would be required under Section 12.2 for the avoidance an assignment of doubt be subject Loans or Commitments to Section 10.01such Person.

Refinancing Amendments. (a) On one The Borrower may, by written notice to the Administrative Agent from time to time, request Indebtedness in exchange for, or more occasions after to extend, renew, replace or refinance, in whole or (in the Closing Datecase of Term Loans) in part, the Borrowers may obtainexisting Term Loans or existing Revolving Loans (or unused Revolving Credit Commitments), from any Lender or any Additional Refinancing Lender, then-existing Credit Agreement Refinancing Indebtedness (solely for purposes of this Section 2.19, “Refinanced Debt”) in the form of (i) Refinancing Term Loans in respect of all or any portion of the any Class of Term Loans then outstanding under this Agreement or (ii) Refinancing Revolving Commitments in respect of all or any portion of any Revolving Loans (and the unused Revolving Credit Commitments with respect to such Revolving Loans) then outstanding under this Agreement, in the form of Other Term Loans or Other Term Loan Commitments, each case pursuant to a Refinancing AmendmentAmendment (such Indebtedness, “Refinancing Indebtedness”). Each written notice to the Administrative Agent requesting a Refinancing Amendment shall set forth (i) the amount of the Refinancing Term Loans or Refinancing Revolving Commitments being requested (which shall be in minimum increments of $1,000,000 and a minimum amount of $10,000,000) and (ii) the date on which such Refinancing Term Loans or Refinancing Revolving Commitments are requested to become effective (which shall not be less than five Business Days (or such shorter period as the Administrative Agent may reasonably agree) after the date of such notice). The Borrower may seek Refinancing Indebtedness from existing Lenders (each of which shall be entitled to agree or decline to participate in its sole discretion) or any Person that is an Eligible Assignee (each such Person that is not an existing Lender and that agrees to provide any portion of the Credit Agreement Refinancing Indebtedness pursuant to a Refinancing Amendment in accordance with this Section 2.19, an “Additional Lender”). (b) Notwithstanding the foregoing, the effectiveness of any Refinancing Amendment shall be subject to the satisfaction (i) on the date thereof of effectiveness thereof, no Event of Default shall have occurred and be continuing or shall be caused thereby, (ii) the terms of the applicable Refinancing Indebtedness shall comply with Section 2.19(c) and (iii) except as otherwise specified in the applicable Refinancing Amendment, the Administrative Agent shall have received (with sufficient copies for each of the conditions set forth in Section 4.02 (whichRefinancing Term Loan Lenders and Refinancing Revolving Lenders, for the avoidance of doubt, shall not require compliance with Section 7.09 for any incurrence of Other Term Loansas applicable) and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) customary legal opinions, board resolutions and officers’ other closing certificates reasonably requested by the Administrative Agent and consistent with those delivered on the Closing Date under Section 4.01. (conformed c) The terms and provisions of any Refinancing Indebtedness incurred pursuant to any Refinancing Amendment shall not be, except as appropriateotherwise set forth herein or in the Refinancing Amendment and reasonably acceptable to the Administrative Agent, taken as a whole, determined by the Borrower, materially more favorable to the Lenders providing such Indebtedness than those applicable to the applicable Refinanced Debt (provided (i) any provisions which apply only to periods after the maturity date of the Refinanced Debt shall be deemed to be acceptable to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments terms that are more favorable to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that lenders of such Credit Agreement Refinancing Indebtedness is provided with than those contained in the Loan Documents and are then conformed (or added) to the Loan Documents for the benefit of the applicable Loan DocumentsLenders shall be deemed acceptable to the Administrative Agent); provided, that: (i) such Refinancing Indebtedness consisting of Refinancing Term Loans shall other than with respect to Customary Bridge Loans or the Inside Maturity Amount have (A) a maturity date no earlier than the maturity date of the applicable Refinanced Debt and (B) a Weighted Average Life to Maturity equal to or greater than that of the Refinanced Debt, (ii) there shall be no scheduled amortization of such Refinancing Indebtedness consisting of Refinancing Revolving Commitments and the scheduled termination date of such Refinancing Revolving Commitments shall not be earlier than the scheduled termination date of the Refinanced Debt, (iii) such Refinancing Indebtedness will rank pari passu or junior in right of payment and of security with the other Obligations hereunder (and, if applicable, be subject to an Acceptable Intercreditor Agreement) or be unsecured, (iv) such Refinancing Indebtedness shall be guaranteed by the Guaranty, (v) the interest rate margin, rate floors, fees, original issue discount and premiums applicable to such Refinancing Indebtedness shall be determined by the Borrower and the Lenders providing such Refinancing Indebtedness, (vi) such Refinancing Indebtedness (including, if such Indebtedness includes any Refinancing Revolving Commitments, the unused portion of such Refinancing Revolving Commitments) shall not have a greater principal amount than the principal amount of the Refinanced Debt plus accrued interest, fees and premiums (if any) thereon and reasonable fees and expenses associated with the refinancing, plus the unused Revolving Credit Commitments being replaced, and (vii) such Refinanced Debt shall be repaid, defeased or satisfied and discharged on a dollar-for-dollar basis, and all accrued interest, fees and premiums (if any) in connection therewith shall be paid, substantially concurrently with the incurrence of such Refinancing Indebtedness in accordance with the provisions of Section 2.13; provided, further, that to the extent that such Refinancing Indebtedness consists of Refinancing Revolving Commitments, the Revolving Credit Commitments being refinanced by such Refinancing Indebtedness shall be terminated, and all accrued fees in connection therewith shall be paid, on the date such Refinancing Indebtedness is issued, incurred or obtained. (bd) Each issuance of Credit Agreement In connection with any Refinancing Indebtedness under pursuant to this Section 2.15(a) 2.19, the Borrower, the Administrative Agent and each applicable Lender or Additional Lender shall be in an aggregate principal amount that is (x) $50 million or (y) an integral multiple of $5 million in excess thereof, unless execute and deliver to the Administrative Agent a Refinancing Amendment and such other documentation as the Administrative Agent shall otherwise agree in its discretion. (c) reasonably specify to evidence such Refinancing Indebtedness. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent reasonably necessary to reflect the existence and terms of the other Loan Documents may be amended Refinancing Indebtedness incurred pursuant to a thereto. Any Refinancing AmendmentAmendment may, without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto, including without limitation to incorporate the applicable lenders in respect of Other Term Loans as “Lenders”, and the Other Term Loans as “Loans” and/or “Term Loans”, for all applicable purposes hereunder, including the definition of Required Lenders and to establish any tranche of Other Term Loans an independent Class or Facility, as applicable, and (ii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and Parentthe Borrower, to effect the provisions of this Section 2.152.19, including any amendments necessary to establish the Refinancing Term Loans and Refinancing Revolving Commitments as new Classes, Tranches or sub-Tranches of Term Loans or Revolving Credit Commitments and such other technical amendments as may be necessary or appropriate in the Lenders hereby expressly authorize reasonable opinion of the Administrative Agent to enter into any and the Borrower in connection therewith, in each case on terms not inconsistent with this Section 2.19; provided, that no such Refinancing Amendment, which Amendment shall not, for effect any amendments that would require the avoidance consent of doubt be subject each affected Lender pursuant to Section 10.0111.01 without compliance with the requirements thereof.

Refinancing Amendments. (a) On one or more occasions after the Closing Date, the Borrowers Borrower may obtain, from any Lender or any other bank, financial institution or other institutional lender or investor that agrees to provide any portion of Refinancing Term Loans pursuant to a Refinancing Amendment in accordance with this Section 2.15 (each, an “Additional Refinancing Lender”) (provided that (i) the Administrative Agent shall have consented (not to be unreasonably withheld or delayed) to such Lender’s or Additional Refinancing Lender’s making such Refinancing Term Loans to the extent such consent, if any, would be required under Section 10.07(b) for an assignment of Loans to such Lender or Additional Refinancing Lender and (ii) any Affiliated Lender providing Refinancing Term Loans shall be subject to the same restrictions set forth in Section 10.07(l) as they would otherwise be subject to with respect to any purchase by or assignment to such Affiliated Lender of Term Loans, Credit Agreement Refinancing Indebtedness in respect of all or any portion of the any Class of Term Loans then outstanding under this Agreement, in the form of Other Refinancing Term Loans or Other Refinancing Term Loan Commitments, Commitments pursuant to a Refinancing Amendment. . (b) The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 (which, for the avoidance of doubt, shall not require compliance with Section 7.09 for any incurrence of Other Term Loans) and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) customary legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Closing Date (conformed as appropriate) other than changes to such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Credit Agreement Refinancing Indebtedness is provided with the benefit of the applicable Loan Documents. (bc) Each issuance of Credit Agreement Refinancing Indebtedness under Section 2.15(a) shall be in an aggregate principal amount that is (x) not less than $50 million or 10,000,000 and (y) an integral multiple of $5 million 1,000,000 in excess thereof, unless the Administrative Agent shall otherwise agree in its discretion. (cd) Each of the parties hereto hereby agrees that this Agreement and the other Loan Documents may be amended pursuant to a Refinancing Amendment, without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto, including without limitation to incorporate the applicable lenders in respect of Other Term Loans as “Lenders”, and the Other Term Loans as “Loans” and/or “Term Loans”, for all applicable purposes hereunder, including the definition of Required Lenders and to establish any tranche of Other Term Loans an independent Class or Facility, as applicable, thereto and (ii) make such other changes to this Agreement and the other Loan Documents consistent with the provisions and intent of the third paragraph of Section 10.01 (without the consent of the Required Lenders called for therein) and (iii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and Parentthe Borrower, to effect the provisions of this Section 2.15, and the Required Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment, which . (e) This Section 2.15 shall not, for supersede any provisions in Section 2.13 or 10.01 to the avoidance of doubt be subject to Section 10.01contrary.

Refinancing Amendments. (a) On one or more occasions At any time after the Closing Date, the Borrowers Borrower may obtain, from any Lender or any Additional Refinancing LenderAffiliates thereof or any other lender that is an Eligible Assignee, Credit Agreement Refinancing Indebtedness in respect of all or any portion of AMERICAS/2023095923.12023095923.18 118 Credit Agreement the Term Loans or Commitments then outstanding under this AgreementAgreement (which for purposes of this Section 2.17 will be deemed to include any then outstanding Other Loans, Other Commitments, Additional Term Loans, Additional Revolving Credit Commitments, Extended Term Loans or Extended Revolving Credit Commitments), in the form of Other Term Loans or Other Term Loan Commitments, Commitments in each case pursuant to a Refinancing Amendment. Any Other Loans may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments hereunder, as specified in the applicable Refinancing Amendment. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction or waiver on the date thereof of each of the conditions set forth in Section 4.02 (which, for the avoidance of doubt, shall not require compliance with Section 7.09 for any incurrence of Other Term Loans) and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) customary legal opinions, board resolutions and resolutions, officers’ certificates and/or reaffirmation agreements generally consistent with those delivered on the Closing Date under Section 4.01 (conformed as appropriate) and (ii) reaffirmation agreements and/or which in the case of legal opinions, take into account changes to such amendments legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Agent). Each Credit Agreement Refinancing Indebtedness is provided with the benefit of the applicable Loan Documents. incurred under this Section 2.17 shall (bi) Each issuance of Credit Agreement Refinancing Indebtedness under Section 2.15(a) shall be in an aggregate principal amount that is not less than $10,000,000 and (ii) (x) $50 million with respect to any Other Loans or Other Commitments in the case of any Revolving Credit Loans or Revolving Credit Commitments being refinanced, will have a maturity date that is not prior to the maturity date of the Revolving Credit Loans or Revolving Credit Commitments being refinanced and (y) an integral multiple with respect to any Other Loans or Other Commitments in the case of $5 million in excess thereofany Term Loans being refinanced, unless will have a maturity date that is not prior to the maturity date of, and will have a Weighted Average Life to Maturity that is not shorter than, the Term Loans being refinanced. The Administrative Agent shall otherwise agree in its discretion. (c) promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that this Agreement and that, upon the other Loan Documents may be amended pursuant to a effectiveness of any Refinancing Amendment, without the consent of any other Lenders, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant theretothereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Loans and/or Other Commitments). Any Refinancing Amendment may, including without limitation to incorporate the applicable lenders in respect consent of Other Term Loans as “any other Lenders”, and the Other Term Loans as “Loans” and/or “Term Loans”, for all applicable purposes hereunder, including the definition of Required Lenders and to establish any tranche of Other Term Loans an independent Class or Facility, as applicable, and (ii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and Parentthe Borrower, to effect the provisions of this Section 2.152.17. This Section 2.17 shall supersede any provisions in Section 2.05, and Section 2.13 or Section 10.01 to the Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment, which shall not, for the avoidance of doubt be subject to Section 10.01contrary.

Refinancing Amendments. (a) On one or more occasions At any time after the Closing Effective Date, the Borrowers Borrower may obtain, from any Lender or any Additional Refinancing LenderLender (but no such Lender or Additional Lender shall be obligated to provide), Credit Agreement Refinancing Indebtedness in respect of (i) all or any portion of the Term Loans then outstanding under this AgreementAgreement (which for purposes of this clause (i) will be deemed to include any then outstanding Other Term Loans) or (ii) all or any portion of the applicable Revolving Loans (or applicable unused Revolving Commitments) under this Agreement (which for purposes of this clause (ii) will be deemed to include any then outstanding Other Revolving Loans, Other Revolving Commitments and Additional Revolving Commitments and loans issued thereunder), in the form of (x) Other Term Loans or Other Term Loan Commitments or (y) Other Revolving Loans or Other Revolving Commitments, pursuant to a Refinancing Amendment. The effectiveness as the case may be; provided that the Net Proceeds of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 (which, for the avoidance of doubt, shall not require compliance with Section 7.09 for any incurrence of Other Term Loans) and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) customary legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Closing Date (conformed as appropriate) and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Credit Agreement Refinancing Indebtedness is provided shall be applied, substantially concurrently with the benefit incurrence thereof, to the prepayment (or reduction) of outstanding Indebtedness being so refinanced (or the applicable Loan Documents. (b) case may be), as the case may be and accompanied by any prepayment premium payable thereon in accordance with the terms hereof. Each issuance Class of Credit Agreement Refinancing Indebtedness incurred under this Section 2.15(a) 2.21 shall be in an aggregate principal amount that is (x) not less than $50 million 5,000,000 in the case of Other Term Loans or $5,000,000 in the case of Other Revolving Loans and (y) an integral multiple of $5 million 1,000,000 in excess thereof, thereof (in each case unless the Borrower and the Administrative Agent otherwise agree). Any Refinancing Amendment may provide for the issuance of Letters of Credit for the account of the Borrower, pursuant to any Other Revolving Commitments established thereby, in each case on terms substantially equivalent to the terms applicable to (x) USD Tranche Letters of Credit under the USD Tranche Revolving Commitments or (y) Multicurrency Tranche Letters of Credit under the Multicurrency Tranche Revolving Commitments, as applicable, or as otherwise reasonably acceptable to the Administrative Agent; provided that no Issuing Bank shall otherwise agree in be required to act as “issuing bank” under any such Refinancing Amendment without its discretion. (c) written consent. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that this Agreement and that, upon the other Loan Documents may be amended pursuant to a effectiveness of any Refinancing Amendment, without the consent of any other Lenders, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto, thereto (including without limitation any amendments necessary to incorporate treat the applicable lenders in respect of Loans and Commitments subject thereto as Other Term Loans as “Lenders”Loans, and the Other Revolving Commitments and/or Other Term Loans as “Loans” and/or “Term Loans”Commitments). Any Refinancing Amendment may, for all applicable purposes hereunderwithout the consent of any other Lenders, including the definition of Required Lenders and to establish any tranche of Other Term Loans an independent Class or Facility, as applicable, and (ii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and Parentthe Borrower, to effect the provisions of this Section 2.15Section. In addition, (I) if so provided in the relevant Refinancing Amendment and with the consent of each USD Tranche Issuing Bank, participations in USD Tranche Letters of Credit expiring on or after the USD Tranche Revolving Maturity Date shall be reallocated from Lenders hereby expressly authorize holding USD Tranche Revolving Commitments to Lenders holding extended revolving commitments in accordance with the Administrative Agent to enter into any terms of such Refinancing Amendment; provided, which however, that such participation interests shall, upon receipt thereof by the relevant Lenders holding USD Tranche AMERICAS 107903477 Revolving Commitments, be deemed to be participation interests in respect of such USD Tranche Revolving Commitments and the terms of such participation interests (including the commission applicable thereto) shall notbe adjusted accordingly and (ii) if so provided in the relevant Refinancing Amendment and with the consent of each Multicurrency Tranche Issuing Bank, for participations in Multicurrency Tranche Letters of Credit expiring on or after the avoidance Multicurrency Tranche Revolving Maturity Date shall be reallocated from Lenders holding Multicurrency Tranche Revolving Commitments to Lenders holding extended revolving commitments in accordance with the terms of doubt such Refinancing Amendment; provided, however, that such participation interests shall, upon receipt thereof by the relevant Lenders holding Multicurrency Tranche Revolving Commitments, be subject deemed to be participation interests in respect of such Multicurrency Tranche Revolving Commitments and the terms of such participation interests (including the commission applicable thereto) shall be adjusted accordingly. (b) This Section 10.012.21 shall supersede any provisions in Section 2.18 or Section 9.02 to the contrary.

Refinancing Amendments. (a) On one or more occasions At any time after the Closing Date, the Borrowers Borrower may obtain, from any Lender or any Additional Refinancing Lender, obtain Credit Agreement Refinancing Indebtedness advanced hereunder in respect of all or any portion of the Term Loans and the Revolving Loans (or unused Revolving Commitments) of any Class then outstanding under this Agreement, in the form of one or more Classes of Other Term Loans, Other Term Commitments, Other Revolving Loans or Other Term Loan Commitments, Revolving Commitments pursuant to a Refinancing Amendment; provided that, notwithstanding anything to the contrary in this Section 2.14 or otherwise, (1) the borrowing and repayment (except for (A) payments of interest and fees at different rates on Other Revolving Commitments (and related outstandings), (B) repayments required upon the maturity date of the Other Revolving Commitments and (C) repayment made in connection with a permanent repayment and termination of commitments (subject to clause (3) below)) of Loans with respect to Other Revolving Commitments after the date of obtaining any Other Revolving Commitments shall be made on a pro rata basis with all other Revolving Commitments, (2) the permanent repayment of Revolving Loans with respect to, and termination of, Other Revolving Commitments after the date of obtaining any Other Revolving Commitments shall be made on a pro rata basis with all other Revolving Commitments, except that the Borrower shall be permitted to permanently repay and terminate commitments of any such Class on a better than a pro rata basis as compared to any other Class with a later maturity date than such Class and (3) assignments and participations of Other Revolving Commitments and Other Revolving Loans shall be governed by the same assignment and participation provisions applicable to the existing Revolving Commitments and Revolving Loans. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 (which4.02, for the avoidance of doubt, shall not require compliance with Section 7.09 for any incurrence of Other Term Loans) and, and to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) customary legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Closing Date (conformed as appropriate) and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be opinions reasonably requested by the Administrative Agent relating to the matters described above covering matters similar to those covered in order the opinions delivered on the Closing Date. No Lender shall have any obligation to ensure that such Credit Agreement participate in any Refinancing Indebtedness is provided with the benefit of the applicable Loan Documents. (b) Amendment. Each issuance of Credit Agreement Refinancing Indebtedness under this Section 2.15(a2.14(a) shall be in an aggregate principal amount that is (x) not less than $50 million or 5,000,000 and (y) an integral multiple of $5 million 1,000,000 in excess thereof, unless the . (b) The Administrative Agent shall otherwise agree in its discretion. (c) promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that this Agreement and that, upon the other Loan Documents may be amended pursuant to a effectiveness of any Refinancing Amendment, without the consent of any other Lenders, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto, thereto (including without limitation any amendments necessary to incorporate treat the applicable lenders in respect Loans and Commitments subject thereto as a Class of Other Term Loans as “Lenders”Loans, and the Other Revolving Loans, Other Term Loans as “Loans” and/or “Term Loans”, for all applicable purposes hereunder, including the definition of Required Lenders Commitments and to establish any tranche of Other Term Loans an independent Class or FacilityRevolving Commitments, as applicable). Any Refinancing Amendment may, and (ii) without the consent of any other Lenders, effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and Parentthe Borrower, to effect the provisions of this Section 2.152.14. (c) The Loans and Commitments established pursuant to this Section 2.14 shall constitute Loans and Commitments under, and shall be entitled to all the Lenders hereby expressly authorize benefits afforded by, this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from the Guaranties and the Liens created by the Collateral Documents. The Loan Parties shall take any actions reasonably requested by the Administrative Agent to enter into ensure and/or demonstrate that the Liens and security interests granted by the Collateral Documents continue to secure all Obligations and continue to be perfected under the UCC or otherwise after giving effect to the applicable Refinancing Amendment. (d) To the extent the Revolving Commitments are being refinanced on the effective date of any such Refinancing Amendment, then each of the Revolving Lenders having a Revolving Commitment prior to the effective date of such Refinancing Amendment (such Revolving Lenders the “Pre-Refinancing Revolving Lenders”) shall assign or transfer to any Revolving Lender which is acquiring an Other Revolving Commitment on the effective date of such amendment (the “Post-Refinancing Revolving Lenders”), and such Post-Refinancing Revolving Lenders shall purchase from each such Pre-Refinancing Revolving Lender, at the principal amount thereof, such interests in Revolving Loans and participation interests in Letters of Credit (but not, for the avoidance of doubt doubt, the related Revolving Commitments) outstanding on the effective date of such Refinancing Amendment as shall be subject necessary in order that, after giving effect to all such assignments or transfers and purchases, such Revolving Loans and participation interests in Letters of Credit will be held by Pre-Refinancing Revolving Lenders and Post-Refinancing Revolving Lenders ratably in accordance with their Revolving Commitments and Other Revolving Commitments, as applicable, after giving effect to such Refinancing Amendment (and after giving effect to any Revolving Loans made on the effective date of such Refinancing Amendment). Such assignments or transfers and purchases shall be made pursuant to such procedures as may be designated by Administrative Agent and shall not be required to be effectuated in accordance with Section 10.0111.06. For the avoidance of doubt, Revolving Loans and participation interests in Letters of Credit assigned or transferred and purchased pursuant to this Section 2.14(d) shall, upon receipt thereof by the relevant Post-Refinancing Revolving Lenders, be deemed to be Other Revolving Loans and participation interests in Letters of Credit in respect of the relevant Class of Other Revolving Commitments acquired by such Post-Refinancing Revolving Lenders on the relevant amendment effective date and the terms of such Revolving Loans and participation interests (including, without limitation, the interest rate and maturity applicable thereto) shall be adjusted accordingly. (e) This Section shall supersede any provisions in Section 2.12, Section 11.01 or Section 11.08 to the contrary.

Refinancing Amendments. (a) On one or more occasions At any time after the Closing Restatement Effective Date, the Borrowers Borrower may obtain, from any Lender or any Additional Refinancing Term Lender, Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Term Loans then outstanding under this Agreement, Agreement (which for purposes of this clause (a) will be deemed to include any then outstanding Other Term Loans) in the form of Other Term Loans or Other Term Loan Commitments, Commitments pursuant to a Refinancing Amendment; provided that such Credit Agreement Refinancing Indebtedness (i) will be unsecured or will rank pari passu or junior in right of payment and of security with the other Loans and Commitments hereunder, (ii) will have such pricing and optional prepayment terms as may be agreed by the Borrower and the Lenders thereof, and (iii) the Net Proceeds of such Credit Agreement Refinancing Indebtedness shall be applied, substantially concurrently with the incurrence thereof, to the prepayment of outstanding Term Loans being so refinanced. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 (which, for as agreed between the avoidance of doubt, shall not require compliance with Section 7.09 for any incurrence of Other Term Loans) lenders providing such Credit Agreement Refinancing Indebtedness and the Borrower and, to the extent reasonably requested by the Term Administrative Agent, receipt by the Term Administrative Agent of (i) customary legal opinions, board resolutions and resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Restatement Effective Date under Section 4.01 (conformed as appropriate) and (ii) reaffirmation agreements and/or other than changes to such amendments legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Collateral Documents as may be reasonably requested by the Term Administrative Agent in order to ensure that such Credit Agreement Refinancing Indebtedness is provided with the benefit of the applicable Loan Documents. (b) Agent). Each issuance Class of Credit Agreement Refinancing Indebtedness incurred under this Section 2.15(a) 2.21 shall be in an aggregate principal amount that is (x) not less than $50 million or 10,000,000 in the case of Other Term Loans and (y) an integral multiple of $5 million 1,000,000 in excess thereof, thereof (in each case unless the Borrower and the Term Administrative Agent otherwise agree). The Term Administrative Agent shall otherwise agree in its discretion. (c) promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that this Agreement and that, upon the other Loan Documents may be amended pursuant to a effectiveness of any Refinancing Amendment, without the consent of any other Lenders, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto, thereto (including without limitation any amendments necessary to incorporate treat the applicable lenders in respect of Loans and Commitments subject thereto as Other Term Loans as “Lenders”, and the and/or Other Term Loans as “Loans” and/or “Term Loans”Commitments). Any Refinancing Amendment may, for all applicable purposes hereunderwithout the consent of any other Lenders, including the definition of Required Lenders and to establish any tranche of Other Term Loans an independent Class or Facility, as applicable, and (ii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Term Administrative Agent and Parentthe Borrower, to effect the provisions of this Section. (b) This Section 2.15, and 2.21 shall supersede any provisions in Section 2.18 or Section 9.02 to the Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment, which shall not, for the avoidance of doubt be subject to Section 10.01contrary.

Refinancing Amendments. (a) On one or more occasions after the Closing Date, the Borrowers Borrower may obtain, from any Lender or any other bank, financial institution or other institutional lender or investor that agrees to provide any portion of Refinancing Term Loans pursuant to an amendment (a “Refinancing Amendment”) in accordance with this Section 2.14 (each, an “Additional Refinancing Lender”) (provided that the Administrative Agent shall have consented (such consent not to be unreasonably withheld or delayed) to such Lender’s or Additional Refinancing Lender’s making such Refinancing Term Loans to the extent such consent, if any, would be required under Section 10.06(b)(iii)(B) for an assignment of Loans to such Lender or Additional Refinancing Lender) or Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Term any Class of Loans then outstanding under this Agreementoutstanding, in the form of Other Refinancing Term Loans or Other Refinancing Term Loan Commitments, Commitments pursuant to a Refinancing Amendment. . (b) The effectiveness of any Refinancing Amendment shall be subject to (i) the satisfaction on the date thereof of each accuracy in all material respects of the conditions representations and warranties set forth in Section 4.02 Article V as of the date of Incurrence of such Indebtedness, after giving effect to such Incurrence (whichexcept to the extent that any such representation or warranty is expressly stated to be made as of an earlier date) and (ii) immediately after the Incurrence of such Indebtedness, for the avoidance no Default or Event of doubt, shall not require compliance with Section 7.09 for any incurrence of Other Term Loans) Default exists and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (ix) customary legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Closing Date (conformed as appropriate) other than changes to such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (iiy) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Credit Agreement Refinancing Indebtedness is provided with the benefit of the applicable Loan Documents. (bc) Each issuance of Credit Agreement Refinancing Indebtedness under Section 2.15(a2.14(a) shall be in an aggregate principal amount that is (x) not less than $50 million or 25,000,000 and (y) an integral multiple of $5 million 1,000,000 in excess thereof, unless the Administrative Agent shall otherwise agree in its discretion. (cd) Each of the parties hereto hereby agrees that this Agreement and the other Loan Documents may be amended pursuant to a Refinancing Amendment, without the consent of any other Lenders, (i) to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred Incurred pursuant thereto, including without limitation to incorporate the applicable lenders in respect of Other Term Loans as “Lenders”, and the Other Term Loans as “Loans” and/or “Term Loans”, for all applicable purposes hereunder, including the definition of Required Lenders and to establish any tranche of Other Term Loans an independent Class or Facility, as applicable, thereto and (ii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and Parentthe Borrower, to effect the provisions of this Section 2.152.14, and the Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment, which shall not, for the avoidance of doubt be subject to Section 10.01.

Refinancing Amendments. (a) On one or more occasions after the Closing Date, the Borrowers Borrower may obtain, from any Lender or any other bank, financial institution or other institutional lender or investor that agrees to provide any portion of Refinancing Term Loans pursuant to an amendment (a “Refinancing Amendment”) in accordance with this Section 2.14 (each, an “Additional Refinancing Lender”) (provided that the Administrative Agent shall have consented (such consent not to be unreasonably withheld or delayed) to such Lender’s or Additional Refinancing Lender’s making such Refinancing Term Loans to the extent such consent, if any, would be required under Section 10.06(b)(iii)(B) for an assignment of Loans to such Lender or Additional Refinancing Lender) or Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Term any Class of Loans then outstanding under this Agreementoutstanding, Document Number: 1345735 -51- in the form of Other Refinancing Term Loans or Other Refinancing Term Loan Commitments, Commitments pursuant to a Refinancing Amendment. . (b) The effectiveness of any Refinancing Amendment shall be subject to (i) the satisfaction on the date thereof of each accuracy in all material respects of the conditions representations and warranties set forth in Section 4.02 Article V as of the date of Incurrence of such Indebtedness, after giving effect to such Incurrence (whichexcept to the extent that any such representation or warranty is expressly stated to be made as of an earlier date) and (ii) immediately after the Incurrence of such Indebtedness, for the avoidance no Default or Event of doubt, shall not require compliance with Section 7.09 for any incurrence of Other Term Loans) Default exists and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (ix) customary legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Closing Date (conformed as appropriate) other than changes to such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (iiy) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Credit Agreement Refinancing Indebtedness is provided with the benefit of the applicable Loan Documents. (bc) Each issuance of Credit Agreement Refinancing Indebtedness under Section 2.15(a2.14(a) shall be in an aggregate principal amount that is (x) not less than $50 million or 25,000,000 and (y) an integral multiple of $5 million 1,000,000 in excess thereof, unless the Administrative Agent shall otherwise agree in its discretion. (cd) Each of the parties hereto hereby agrees that this Agreement and the other Loan Documents may be amended pursuant to a Refinancing Amendment, without the consent of any other Lenders, (i) to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred Incurred pursuant thereto, including without limitation to incorporate the applicable lenders in respect of Other Term Loans as “Lenders”, and the Other Term Loans as “Loans” and/or “Term Loans”, for all applicable purposes hereunder, including the definition of Required Lenders and to establish any tranche of Other Term Loans an independent Class or Facility, as applicable, thereto and (ii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and Parentthe Borrower, to effect the provisions of this Section 2.152.14, and the Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment, which shall not, for the avoidance of doubt be subject to Section 10.01.

Refinancing Amendments. (a) On one or more occasions At any time after the Closing Date, the Borrowers Borrower may obtain, obtain from any existing Lender or any other bank, financial institution or other institutional lender or investor reasonably satisfactory to the Administrative Agent and, in the case of Revolving Credit Commitments, the Swingline Lender and the Letter of Credit Issuers (any such existing Lender or other Person being called an “Additional Refinancing Lender”) Other Term Loans, Credit Agreement Refinancing Indebtedness Other Revolving Loans, Other Revolving Commitments and/or Other Term Commitments in respect of (a) all or any portion of any Class of Term Loans then outstanding under this Agreement or (b) all or any portion of the Term Loans then outstanding Revolving Credit Commitments (including the corresponding portion of the Revolving Loans) under this Agreement, in the form of Other Term Loans or Other Term Loan Commitments, each case pursuant to a Refinancing Amendment; provided that (i) such Other Term Loans, Other Revolving Loans, Other Revolving Commitments and/or Other Term Commitments may be secured only by assets consisting of Collateral and (ii) the covenants, events of default and guarantees of any Other Term Loans, Other Revolving Loans, Other Revolving Commitments and/or Other Term Commitments are not materially more favorable (when taken as a whole) to the Additional Refinancing Lenders, than those applicable to the Indebtedness being Refinanced. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each consent of the Administrative Agent and such express conditions set forth in Section 4.02 (which, for as are mutually agreed with the avoidance of doubt, shall not require compliance with Section 7.09 for any incurrence Administrative Agent and the participating Additional Refinancing Lenders. Each Class of Other Term Loans) and, to the extent reasonably requested by the Administrative AgentOther Revolving Loans, receipt by the Administrative Agent of Other Revolving Commitments and/or Other Term Commitments (i) customary legal opinions, board resolutions and officers’ certificates consistent other than in connection with those delivered on the Closing Date (conformed as appropriate) and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Credit Agreement Refinancing Indebtedness is provided with the benefit an extension of the applicable Loan Documents. (bmaturity of Term Loans, Revolving Loans or Revolving Commitments) Each issuance incurred under this Section 2.15 shall be in an integral multiple of Credit Agreement Refinancing Indebtedness under Section 2.15(a) shall $1,000,000 and be in an aggregate principal amount that is (x) not less than $50 million or (y) an integral multiple 10,000,000, provided that such amount may be less than $10,000,000 if such amount represents all the remaining availability under the aggregate principal amount of $5 million the applicable Indebtedness being Refinanced. Upon the effectiveness of any Refinancing Amendment in excess thereofrespect of any Other Revolving Commitments, unless the Revolving Commitments being replaced shall be considered permanently reduced and terminated. Subject to the consent of the Letter of Credit Issuers, any Refinancing Amendment may provide for the issuance of Letters of Credit for the account of the Borrower pursuant to any Other Revolving Commitments established thereby on terms substantially equivalent to the terms applicable to Letters of Credit under this Agreement before giving effect to such Refinancing Amendment. Subject to the consent of the Swingline Lender, any Refinancing Amendment may provide for the making of Swingline Loans pursuant to any Other Revolving Commitments established thereby on terms substantially equivalent to the terms applicable to Swingline Loans under this Agreement before giving effect to such Refinancing Amendment. The Administrative Agent shall otherwise agree in its discretion. (c) promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that this Agreement and that, upon the other Loan Documents may be amended pursuant to a effectiveness of any Refinancing Amendment, without the consent of any other Lenders, this Agreement shall be deemed amended to the extent (but only to the extent) necessary or reasonably advisable to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness Other Term Loans, Other Revolving Loans, Other Revolving Commitments and/or Other Term Commitments incurred pursuant thereto, thereto (including without limitation any amendments necessary to incorporate treat the applicable lenders in respect of Loans and Commitments subject thereto as Other Term Loans as “Lenders”Loans, and the Other Revolving Loans, Other Revolving Commitments and/or Other Term Loans as “Loans” and/or “Term Loans”Commitments). Any Refinancing Amendment may, for all applicable purposes hereunderwithout the consent of any other Lenders, including the definition of Required Lenders and to establish any tranche of Other Term Loans an independent Class or Facility, as applicable, and (ii) effect such other amendments to this Agreement and the other Loan Credit Documents as may be necessary necessary, or reasonably advisable or appropriate, in the reasonable opinion of the Administrative Agent and Parentthe Borrower, to effect the provisions of this Section 2.15. This Section 2.15 shall supersede any provisions in this Agreement the contrary. Notwithstanding anything to the contrary in this Section 2.15 or otherwise, (1) the borrowing and repayment (except for (A) payments of interest and fees at different rates on Other Revolving Commitments (and related outstandings), (B) repayments required upon the maturity date of the Other Revolving Commitments and (C) repayments made in connection with a permanent repayment and termination of commitments) of Loans with respect to Other Revolving Commitments after the date of obtaining any Other Revolving Commitments shall be made on a pro rata basis with, or a less favorable basis than, all other Revolving Commitments, (2) the permanent repayment of Other Revolving Loans with respect to, and termination of, Other Revolving Commitments after the Lenders hereby expressly authorize date of obtaining any Other Revolving Commitments shall be made on a pro rata basis with, or a less favorable basis than, all other Revolving Commitments, except that the Administrative Agent Borrower shall be permitted to enter into permanently repay and terminate commitments of any such Refinancing Amendment, which Class on a non- rata basis as compared to any other Class with a later maturity date than such Class and (3) assignments and participations of Other Revolving Commitments and Other Revolving Loans shall not, for be governed by the avoidance of doubt be subject same assignment and participation provisions applicable to Section 10.01Revolving Commitments and Revolving Loans.

Refinancing Amendments. (a) On one or more occasions after the Closing Escrow Release Date, the Borrowers may obtain, from any Lender or any Additional Refinancing Lender, Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Term Loans then outstanding under this Agreement, Agreement (which for purposes of this clause (a) will be deemed to include any then outstanding Other Term Loans or Incremental Term Loans) in the form of Other Term Loans or Other Term Loan Commitments, Commitments pursuant to a Refinancing Amendment. . (b) The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 (which, for the avoidance of doubt, shall not require compliance with Section 7.09 for any incurrence of Other Term Loans) 4.2 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) customary legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Original Closing Date (conformed as appropriate) other than changes to such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Credit Agreement Refinancing Indebtedness is provided with the benefit of the applicable Loan DocumentsFinancing Agreements. (bc) Each issuance of Credit Agreement Refinancing Indebtedness under Section 2.15(a2.9(a) shall be in an aggregate principal amount that is (x) not less than $50 million or 25,000,000 and (y) an integral multiple of $5 million 1,000,000 in excess thereof, unless the Administrative Agent shall otherwise agree in its discretion. (cd) Each of the parties hereto hereby agrees that this Agreement and the other Loan Documents Financing Agreements may be amended pursuant to a Refinancing Amendment, without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto, including without limitation (ii) make such other changes to incorporate the applicable lenders in respect of Other Term Loans as “Lenders”, this Agreement and the Other Term Loans as “Loans” and/or “Term Loans”, for all applicable purposes hereunder, including other Financing Agreements consistent with the definition provisions and intent of Section 12.3(g) (without the consent of the Required Lenders and to establish any tranche of Other Term Loans an independent Class or Facility, as applicable, called for therein) and (iiiii) effect such other amendments to this Agreement and the other Loan Documents Financing Agreements as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and Parentthe Parent Borrower, to effect the provisions of this Section 2.152.9, and the Required Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment. (e) Notwithstanding anything to the contrary in this Agreement, which the 2016-1 Term B-4 Loans, 2016-2 Term B-4 Loans, the 2017-1 Term B-4 Loans, 2016-1 Term B-5 Loans, 2016-2 Term B-5 Loans, the 2017-1 Term B-5 Loans, the 2016-1 Term B-6 Loans and, the 2017-1 Term B-6 Loans and the 2018 Term B-7 Loans shall not, for the avoidance of doubt be subject to Section 10.01permitted under this Agreement.

Refinancing Amendments. (ai) On one or more occasions At any time after the Closing Date, the Borrowers Borrower may obtain, from any Lender or any Additional Refinancing Lender, Credit Agreement Refinancing Indebtedness in respect of all or any portion of any Class of the Term Loans then outstanding under this Agreement, as the case may be, in the form of Other Term Loans or Other Term Loan Commitments, each case pursuant to a Refinancing Amendment. ; provided that such Credit Agreement Refinancing Indebtedness shall (x) rank pari passu in right of payment and of security with the Loans and (y) may not be (I) secured by any assets other than Collateral or (II) guaranteed by any Person other than a Subsidiary Guarantor. (ii) The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in paragraphs (a) and (b) of Section 4.02 (which, for the avoidance of doubt, shall not require compliance with Section 7.09 for any incurrence of Other Term Loans) 5.2 and, to except as otherwise specified in the extent reasonably requested by the Administrative Agentapplicable Refinancing Amendment, receipt by the Administrative Agent shall have received (with sufficient copies for each of (ithe Additional Lenders) customary legal opinions, board resolutions and officers’ other closing certificates reasonably requested by the Administrative Agent and substantially consistent with those delivered on the Closing Date (conformed as appropriate) and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Credit Agreement Refinancing Indebtedness is provided with the benefit of the applicable Loan Documentsunder Section 5.1. (biii) Each issuance Class of Credit Agreement Refinancing Indebtedness incurred under this Section 2.15(a2.22(c) shall be in an aggregate principal amount that is (x) not less than $50 million or (y) 25,000,000 and an integral multiple of $5 million 5,000,000 in excess thereof, thereof unless such amount represents the total outstanding amount of the Refinanced Debt or the Administrative Agent otherwise consents. The Administrative Agent shall otherwise agree in its discretionpromptly notify each Lender as to the effectiveness of each Refinancing Amendment. (civ) Each of the parties hereto hereby agrees that this Agreement and the other Loan Documents may be amended pursuant to a Any Refinancing AmendmentAmendment may, without the consent of any other LendersLender, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto, including without limitation to incorporate the applicable lenders in respect of Other Term Loans as “Lenders”, and the Other Term Loans as “Loans” and/or “Term Loans”, for all applicable purposes hereunder, including the definition of Required Lenders and to establish any tranche of Other Term Loans an independent Class or Facility, as applicable, and (ii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and ParentBorrower, to reflect the existence of the Credit Agreement Refinancing Indebtedness as new Classes, incurred pursuant thereto and to otherwise effect the provisions of this Section 2.15, and the Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment, which shall not, for the avoidance of doubt be subject to Section 10.012.22(c).

Refinancing Amendments. (a) On one or more occasions At any time after the Closing Effective Date, the Borrowers Borrower may obtain, from any Lender or any Additional Refinancing Term Lender, Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Term Loans then outstanding under this Agreement, Agreement (which for purposes of this clause (a) will be deemed to include any then outstanding Other Term Loans) in the form of Other Term Loans or Other Term Loan Commitments, Commitments pursuant to a Refinancing Amendment; provided that such Credit Agreement Refinancing Indebtedness (i) will be unsecured or will rank pari passu or junior in right of payment and of security with the other Loans and Commitments hereunder, (ii) will have such pricing and optional prepayment terms as may be agreed by the Borrower and the Lenders thereof, and (iii) the Net Proceeds of such Credit Agreement Refinancing Indebtedness shall be applied, substantially concurrently with the incurrence thereof, to the prepayment of outstanding Term Loans being so refinanced. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 (which, for as agreed between the avoidance of doubt, shall not require compliance with Section 7.09 for any incurrence of Other Term Loans) lenders providing such Credit Agreement Refinancing Indebtedness and the Borrower and, to the extent reasonably requested by the Term Administrative Agent, receipt by the Term Administrative Agent of (i) customary legal opinions, board resolutions and resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Effective Date under Section 4.01 (conformed as appropriate) and (ii) reaffirmation agreements and/or other than changes to such amendments legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Collateral Documents as may be reasonably requested by the Term Administrative Agent in order to ensure that such Credit Agreement Refinancing Indebtedness is provided with the benefit of the applicable Loan Documents. (b) Agent). Each issuance Class of Credit Agreement Refinancing Indebtedness incurred under this Section 2.15(a) 2.21 shall be in an aggregate principal amount that is (x) not less than $50 million or 10,000,000 in the case of Other Term Loans and (y) an integral multiple of $5 million 1,000,000 in excess thereof, thereof (in each case unless the Borrower and the Term Administrative Agent otherwise agree). The Term Administrative Agent shall otherwise agree in its discretion. (c) promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that this Agreement and that, upon the other Loan Documents may be amended pursuant to a effectiveness of any Refinancing Amendment, without the consent of any other Lenders, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto, thereto (including without limitation any amendments necessary to incorporate treat the applicable lenders in respect of Loans and Commitments subject thereto as Other Term Loans as “Lenders”, and the and/or Other Term Loans as “Loans” and/or “Term Loans”Commitments). Any Refinancing Amendment may, for all applicable purposes hereunderwithout the consent of any other Lenders, including the definition of Required Lenders and to establish any tranche of Other Term Loans an independent Class or Facility, as applicable, and (ii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Term Administrative Agent and Parentthe Borrower, to effect the provisions of this Section. (b) This Section 2.15, and 2.21 shall supersede any provisions in Section 2.18 or Section 9.02 to the Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment, which shall not, for the avoidance of doubt be subject to Section 10.01contrary.

Refinancing Amendments. (a) On one or more occasions after the Closing Date, the Borrowers may obtain, from any Lender or any Additional Refinancing Lender, Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Term Loans then outstanding under this Agreement, in the form of Other Term Loans or Other Term Loan Commitments, pursuant to a Refinancing Amendment. The effectiveness of any Refinancing Amendment shall will be subject only to the satisfaction on the date thereof of each of the such conditions set forth in Section 4.02 (which, for the avoidance of doubt, shall not require compliance with Section 7.09 for any incurrence of Other Term Loans) and, to the extent reasonably precedent as may be requested by the Administrative Agent, receipt by the Administrative Agent of (i) customary legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Closing Date (conformed as appropriate) and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Credit Agreement Refinancing Indebtedness is provided with the benefit providers of the applicable Loan Documents. (b) Each issuance of Credit Agreement Refinancing Indebtedness under Section 2.15(a) shall be in an aggregate principal amount that is (x) $50 million or (y) an integral multiple of $5 million in excess thereof, unless the Loans. The Administrative Agent shall otherwise agree in its discretion. (c) Each will promptly notify each Lender as to the effectiveness of the parties hereto hereby agrees that this Agreement and the other Loan Documents may be amended pursuant to a each Refinancing Amendment. Refinancing Amendments may, without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto, including without limitation to incorporate the applicable lenders in respect of Other Term Loans as “Lenders”, and the Other Term Loans as “Loans” and/or “Term Loans”, for all applicable purposes hereunder, including the definition of Required Lenders and to establish any tranche of Other Term Loans an independent Class or Facility, as applicable, and (ii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, appropriate in the reasonable opinion of the Administrative Agent Borrower and Parentthe providers of the applicable Refinancing Loans, to effect the provisions of this Section 2.152.15 and to reflect the existence and terms of the Refinancing Loans incurred pursuant thereto (including any amendments necessary to treat the Term Loans subject thereto as Refinancing Term Loans). A Refinancing Amendment may (a) extend or add “call protection” to any existing Class of Term Loans, including amendments to Section 2.18, (b) amend the schedule of amortization payments relating to any existing tranche of Term Loans, including amendments to Section 2.07(1) (provided that any 149 US-DOCS\123992845.16 042525-0274 such amendment shall not decrease the dollar amount of any amortization payment to any Lender that would have otherwise been payable to such Lender prior to the effectiveness of the applicable Refinancing Amendment) and (c) make other amendments to the terms of any existing Term Loans, in the case of each clause (a), (b) and (c), so that such Refinancing Term Loans and the applicable existing Term Loans form the same Class of Term Loans; provided that such amendments (x) are not adverse to the applicable existing Term Loan Lenders (as determined in good faith by the Borrower) or (y) are consistent with market terms and conditions at the time of incurrence or effectiveness (as determined by the Borrower in good faith). Each of the parties hereto hereby expressly authorize agrees that, upon the Administrative Agent to enter into effectiveness of any such Refinancing Amendment, which shall notthis Agreement and the other Loan Documents, for as applicable, will be amended to the avoidance extent necessary to reflect the existence and terms of doubt be subject to Section 10.01the Refinancing Loans.

Refinancing Amendments. (a) On one or more occasions after the Closing Date, the Borrowers Borrower may obtain, from any Lender or any Additional Refinancing Lender, Credit Agreement Refinancing Indebtedness in respect of all or any portion of the any Class of Term Loans then outstanding under this AgreementAgreement (which for purposes of this clause (a) will be deemed to include any then outstanding Other Term Loans or Incremental Term Loans), in the form of Other Term Loans or Other Term Loan Commitments, Commitments pursuant to a Refinancing Amendment. . (b) The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 (which, for the avoidance of doubt, shall not require compliance with Section 7.09 for any incurrence of Other Term Loans) and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) customary legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Closing Date (conformed as appropriate) other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Credit Agreement Refinancing Indebtedness is provided with the benefit of the applicable Loan Documents. (bc) Each issuance of Credit Agreement Refinancing Indebtedness under Section 2.15(a) shall be in an aggregate principal amount that is (x) not less than $50 million or 25,000,000 and (y) an integral multiple of $5 million 1,000,000 in excess thereof, unless the Administrative Agent shall otherwise agree in its discretion. (cd) Each of the parties hereto hereby agrees that this Agreement and the other Loan Documents may be amended pursuant to a Refinancing Amendment, without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto, including without limitation to incorporate the applicable lenders in respect of Other Term Loans as “Lenders”, and the Other Term Loans as “Loans” and/or “Term Loans”, for all applicable purposes hereunder, including the definition of Required Lenders and to establish any tranche of Other Term Loans an independent Class or Facility, as applicable, thereto and (ii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and Parentthe Borrower, to effect the provisions of this Section 2.15, and the Required Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment, which shall not, for the avoidance of doubt be subject to Section 10.01.

Refinancing Amendments. (a) On one or more occasions after the Closing Date, the Borrowers Borrower may obtain, from any Lender or any Additional Refinancing Lenderother bank, Credit Agreement Refinancing Indebtedness in respect of all financial institution or other institutional lender or investor that agrees to provide any portion of the Term Loans then outstanding under this Agreement, in the form of Other Refinancing Term Loans or Other Term Loan Commitments, Revolving Credit Commitments pursuant to a Refinancing Amendment. Amendment in accordance with this Section 2.15 (each, an “Additional Refinancing Lender”). (b) The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 (which, for the avoidance of doubt, shall not require compliance with Section 7.09 for any incurrence of Other Term Loans) and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) customary legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Closing Date (conformed as appropriate) other than changes to such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Credit Agreement Refinancing Indebtedness is provided with the benefit of the applicable Loan Documents. (bc) Each issuance of Credit Agreement Refinancing Indebtedness under Section 2.15(a) shall be in an aggregate principal amount that is (x) not less than $50 million or 10,000,000 and (y) an integral multiple of $5 million 1,000,000 in excess thereof, unless the Administrative Agent shall otherwise agree in its discretion. (cd) Each of the parties hereto hereby agrees that this Agreement and the other Loan Documents may be amended pursuant to a Refinancing Amendment, without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto, including without limitation to incorporate the applicable lenders in respect of Other Term Loans as “Lenders”, and the Other Term Loans as “Loans” and/or “Term Loans”, for all applicable purposes hereunder, including the definition of Required Lenders and to establish any tranche of Other Term Loans an independent Class or Facility, as applicable, thereto and (ii) make such other changes to this Agreement and the other Loan Documents consistent with the provisions and intent of the third paragraph of Section 10.01 (without the consent of the Required Lenders called for therein) and (iii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and Parentthe Borrower, to effect the provisions of this Section 2.15, and the Required Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment, which . (e) This Section 2.15 shall not, for supersede any provisions in Sections 2.13 or 10.01 to the avoidance of doubt be subject to Section 10.01contrary.

Refinancing Amendments. (a) On one or more occasions after the Closing Date, the Borrowers Borrower may obtain, from any Lender or any Additional Refinancing Lender, Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Term Loans then outstanding under this Agreement, in the form Agreement (which for purposes of this clause (a) will be deemed to include any then outstanding Other Term Loans or Other Incremental Term Loan Commitments, pursuant to a Refinancing Amendment. Loans) -80- (b) The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 (which, for the avoidance of doubt, shall not require compliance with Section 7.09 for any incurrence of Other Term Loans) and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) customary legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Closing Date (conformed as appropriate) other than ▇▇▇▇▇ ▇▇ to such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Credit Agreement Refinancing Indebtedness is provided with the benefit of the applicable Loan Documents. (bc) Each issuance of Credit Agreement Refinancing Indebtedness under Section 2.15(a) shall be in an aggregate principal amount that is (x) not less than $50 million or 15,000,000 and (y) an integral multiple of $5 million 1,000,000 in excess thereof, unless the Administrative Agent shall otherwise agree in its discretion. (cd) Each of the parties hereto hereby agrees that this Agreement and the other Loan Documents Docu ments may be amended pursuant to a Refinancing Amendment, without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Agree ment Refinancing Indebtedness incurred pursuant thereto, including without limitation to incorporate the applicable lenders in respect of Other Term Loans as “Lenders”, and the Other Term Loans as “Loans” and/or “Term Loans”, for all applicable purposes hereunder, including the definition of Required Lenders and to establish any tranche of Other Term Loans an independent Class or Facility, as applicable, thereto and (ii) make such other changes to this Agree ment and the other Loan Documents consistent with the provisions and intent of the third paragraph of Section 10.01 (without the consent of the Required Lenders called for therein) and (iii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and Parentthe Borrower, to effect the provisions of this Section 2.15, and the Required Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment, which shall not, for the avoidance of doubt be subject to Section 10.01.

Refinancing Amendments. (a) On one or more occasions after the Closing Date, the Borrowers Borrower may obtain, from any Lender or any Additional Refinancing Lender, Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Term Loans then outstanding under this AgreementAgreement (which for purposes of this clause (a) will be deemed to include any then outstanding Refinancing Term Loans, in the form of Other Incremental Term Loans or Other Extended Term Loan Commitments, Loans) pursuant to a Refinancing Amendment. . (b) The effectiveness of any Refinancing Amendment shall be subject to the satisfaction (or waiver) on the date thereof of each of the conditions set forth in Section 4.02 (which, for the avoidance of doubt, shall not require compliance with Section 7.09 for any incurrence of Other Term Loans) and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) customary legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Closing Date (conformed as appropriate) other than changes to such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Credit Agreement Refinancing Indebtedness is provided with the benefit of the applicable Loan Documents. (bc) Each issuance of Credit Agreement Refinancing Indebtedness under Section 2.15(a) shall be in an aggregate principal amount that is (x) not less than $50 million or 10,000,000 and (y) an integral multiple of $5 million 1,000,000 in excess thereof, unless the Administrative Agent shall otherwise agree in its discretion. (cd) Each of the parties hereto hereby agrees that this Agreement and the other Loan Documents may be amended pursuant to a Refinancing Amendment, without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto, including without limitation (ii) make such other changes to incorporate the applicable lenders in respect of Other Term Loans as “Lenders”, this Agreement and the Other Term Loans as “Loans” and/or “Term Loans”, for all applicable purposes hereunder, including other Loan Documents consistent with the definition provisions and intent of the fourth paragraph of Section 10.01 (without the consent of the Required Lenders and to establish any tranche of Other Term Loans an independent Class or Facility, as applicable, called for therein) and (iiiii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and Parentthe Borrower, to effect the provisions of this Section 2.15, and the Required Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment, which . (e) This Section 2.15 shall not, for supersede any provisions in Section 2.13 or 10.01 to the avoidance of doubt be subject to Section 10.01contrary.

Refinancing Amendments. (a) On one or more occasions At any time after the Closing Date, the Borrowers may obtain, from any Lender or any Additional Refinancing LenderAffiliate of a Lender or any other Person that would be an Eligible Assignee, Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Term Loans or Commitments then outstanding under this Agreement, in the form of Other Term Loans or Other Term Loan Commitments, Agreement pursuant to a Refinancing Amendment. Any Refinancing Indebtedness may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments hereunder, as specified in the applicable Refinancing Amendment. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction or waiver on the date thereof of each of the conditions set forth in Section 4.02 (which, for the avoidance of doubt, shall not require compliance with Section 7.09 for any incurrence of Other Term Loans) 5.01 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) customary legal opinions, board resolutions and Board Resolutions, officers’ certificates and/or reaffirmation agreements generally consistent with those delivered on the Closing Date under Section 5.01 (conformed as appropriate) and (ii) reaffirmation agreements and/or which in the case of legal opinions, take into account changes to such amendments legal opinions resulting from a Change in Law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Credit Agreement Agent). Any Refinancing Indebtedness is provided with the benefit of the applicable Loan Documents. (b) Each issuance of Credit Agreement Refinancing Indebtedness incurred under this Section 2.15(a) 2.21 shall be in an aggregate principal amount that is (x) not less than $50 million or (y) an integral multiple of $5 million in excess thereof, unless the 25,000,000. The Administrative Agent shall otherwise agree in its discretion. (c) promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that this Agreement and that, upon the other Loan Documents may be amended pursuant to a effectiveness of any Refinancing Amendment, without the consent of any other Lenders, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto. Any Refinancing Amendment may, including without limitation to incorporate the applicable lenders in respect consent of Other Term Loans as “any other Lenders”, and the Other Term Loans as “Loans” and/or “Term Loans”, for all applicable purposes hereunder, including the definition of Required Lenders and to establish any tranche of Other Term Loans an independent Class or Facility, as applicable, and (ii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and Parentthe Borrowers, to effect the provisions of this Section 2.152.21. This Section 2.21 shall supersede any provisions in Section 2.11, and Section 2.16 or Section 10.01 to the Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment, which shall not, for the avoidance of doubt be subject to Section 10.01contrary.

Refinancing Amendments. (a) On one or more occasions after the Closing Date, the Borrowers Borrower may obtain, from any Lender or any other bank, financial institution or other institutional lender or investor that agrees to provide any portion of Refinancing Loans pursuant to a Refinancing Amendment in accordance with this Section 2.15 (each, an “Additional Refinancing Lender”) (provided that the Administrative Agent shall have consented (not to be unreasonably withheld or delayed) to such Lender’s or Additional Refinancing Lender’s making such Refinancing Loans to the extent such consent, if any, would be required under Section 10.06(b) for an assignment of Loans to such Lender or Additional Refinancing Lender) Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Term any Class of Loans then outstanding under this Agreement, in the form of Other Term Refinancing Loans or Other Term Loan Commitments, Refinancing Commitments pursuant to a Refinancing Amendment. . (b) The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 (which, for the avoidance of doubt, shall not require compliance with Section 7.09 for any incurrence of Other Term Loans) and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) customary legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Closing Date (conformed as appropriate) other than changes to such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Credit Agreement Refinancing Indebtedness is provided with the benefit of the applicable Loan Documents. (bc) Each issuance of Credit Agreement Refinancing Indebtedness under this Section 2.15(a) shall be in an aggregate principal amount that is (x) not less than $50 10.0 million or and (y) an integral multiple of $5 1.0 million in excess thereof, unless the Administrative Agent shall otherwise agree in its discretion. (cd) Each of the parties hereto hereby agrees that this Agreement and the other Loan Documents may be amended pursuant to a Refinancing Amendment, without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto, including without limitation to incorporate the applicable lenders in respect of Other Term Loans as “Lenders”, and the Other Term Loans as “Loans” and/or “Term Loans”, for all applicable purposes hereunder, including the definition of Required Lenders and to establish any tranche of Other Term Loans an independent Class or Facility, as applicable, thereto and (ii) make such other changes to this Agreement and the other Loan Documents consistent with the provisions and intent of the second paragraph of Section 10.01 (without the consent of the Required Lenders called for therein) and (iii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and Parentthe Borrower, to effect the provisions of this Section 2.15, and the Required Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment, which shall not, for the avoidance of doubt be subject to Section 10.01.

Refinancing Amendments. (a) On one or more occasions after the Closing Date, the Borrowers Borrower may obtain, from any Lender or any Additional Refinancing Lenderother bank, Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Term Loans then outstanding under this Agreement, in the form of Other Term Loans or Other Term Loan Commitments, pursuant to a Refinancing Amendment. financial institution (b) The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 (which, for the avoidance of doubt, shall not require compliance with Section 7.09 for any incurrence of Other Term Loans) and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) customary legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Closing Date (conformed as appropriate) and (ii) reaffirmation agreements and/or other than changes to such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent legal opinion resulting from a change in order to ensure that such Credit Agreement Refinancing Indebtedness is provided with the benefit of the applicable Loan Documents.law, change in fact or change to (bc) Each issuance of Credit Agreement Refinancing Indebtedness under Section 2.15(a) shall be in an aggregate principal amount that is (x) not less than $50 million or 10,000,000 and (y) an integral multiple of $5 million 1,000,000 in excess thereof, unless the Administrative Agent shall otherwise agree in its discretion. (cd) Each of the parties hereto hereby agrees that this Agreement and the other Loan Documents may be amended pursuant to a Refinancing Amendment, without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto, including without limitation to incorporate the applicable lenders in respect of Other Term Loans as “Lenders”, and the Other Term Loans as “Loans” and/or “Term Loans”, for all applicable purposes hereunder, including the definition of Required Lenders and to establish any tranche of Other Term Loans an independent Class or Facility, as applicable, thereto and (ii) make such other changes to this Agreement and the other Loan Documents consistent with the provisions and intent of the third paragraph of Section 10.01 (without the consent of the Required Lenders called for therein) and (iii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and Parentthe Borrower, to effect the provisions of this Section 2.15, and the Required Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment, which . (e) This Section 2.15 shall not, for supersede any provisions in Section 2.13 or 10.01 to the avoidance of doubt be subject to Section 10.01contrary.

Refinancing Amendments. (a) On one or more occasions after the Closing Date, the Borrowers Borrower may obtain, from any Lender or any Additional Refinancing Lender, Credit Agreement Refinancing Indebtedness in respect of all or any portion of the any Class of Term Loans then outstanding under this Agreement, Agreement (which for purposes of this clause (a) will be deemed to include any then outstanding Refinancing Term Loans or Incremental Term Loans) in the form of Other Refinancing Term Loans or Other Refinancing Term Loan Commitments, Commitments pursuant to a Refinancing Amendment. ; provided that notwithstanding anything to the contrary in this Section 2.4(a) or otherwise, Refinancing Term Commitments (and the Refinancing Term Loans made pursuant thereto) effected pursuant to a Refinancing Amendment shall be Obligations hereunder and shall rank paid passu in right of payment and security with the existing Term Loans being Refinanced. (b) The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 (which, for the avoidance of doubt, shall not require compliance with Section 7.09 for any incurrence of Other Term Loans) 9.2 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) customary legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Closing Date (conformed as appropriate) other than changes to such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Loan Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Credit Agreement Refinancing Indebtedness is provided with the benefit of the applicable Loan Documents. (bc) Each issuance of Credit Agreement Refinancing Indebtedness under Section 2.15(a2.4(a) shall be in an aggregate principal amount that is (x) not less than $50 million or 5,000,000 and (y) an integral multiple of $5 million 5,000,000 in excess thereof, unless the Administrative Agent shall otherwise agree in its discretion. (cd) Each of the parties hereto hereby agrees that this Agreement and the other Loan Documents may be amended pursuant to a Refinancing Amendment, without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto, including without limitation to incorporate the applicable lenders in respect of Other Term Loans as “Lenders”, and the Other Term Loans as “Loans” and/or “Term Loans”, for all applicable purposes hereunder, including the definition of Required Lenders and to establish any tranche of Other Term Loans an independent Class or Facility, as applicable, thereto and (ii) make such other changes to this Agreement and the other Loan Documents consistent with the provisions and intent of Section 12.1 (without the consent of the Required Lenders called for therein) and (iii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and Parentthe Borrower, to effect the provisions of this Section 2.152.4, and the Required Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment. (e) If the Effective Yield in respect of any such Refinancing Term Loans exceeds the Effective Yield of any then outstanding Initial Term Loans (measured as of the date of incurrence of such Refinancing Term Loans), which then the Applicable Margin for such then outstanding Initial Term Loans (measured as of the date of incurrence of such Refinancing Term Loans) shall notbe increased so that the Effective Yield in respect of such Refinancing Term Loans is no more than the Effective Yield for such then outstanding Initial Term Loans (measured as of the date of incurrence of such Refinancing Term Loans) and if the interest rate floor for loans under the applicable Refinancing Term Commitments is greater than the interest rate floor applicable to existing loans under the Term Loan Facility, for such differential shall be taken into account in comparing “yields” only if an increase in the avoidance of doubt be subject interest rate floor applicable to Section 10.01the existing loans would result in an increase in the interest rate then in effect thereunder.

Refinancing Amendments. (a) On one So long as no Specified Default exists or more occasions would arise therefrom, at any time after the Closing Date, the Borrowers may obtain, from any Lender, any Additional Lender or any Additional Refinancing Lenderother Person, Credit Agreement Refinancing Indebtedness in respect of all or the Facility (which for purposes of this clause (a) will be deemed to include any portion then outstanding (w) Other ABL Term Loans, (x) Incremental ABL Term Loans, (y) Other Revolving Credit Loans and (z) Loans provided against the Supplemental Commitments and Incremental Revolving Commitments, but will exclude the commitments in respect of the Term FILO Tranche unless (1) the Loans then comprising the FILO Tranche are the only Loans outstanding under this Agreement, and (2) the Commitments for the Revolving Credit Facility (excluding the FILO Tranche) have been terminated) in the form of (i) one or more Other ABL Term Loans or Other ABL Term Loan Commitments, (ii) one or more Other Revolving Credit Loans or Other Revolving Credit Commitments, or (iii) in the case of the FILO Tranche, a new “first-in, last-out” tranche, as the case may be, in each case pursuant to a Refinancing Amendment; provided that any Person (other than an existing Lender or an Additional Lender) providing such Credit Agreement Refinancing Indebtedness shall be subject to the approval of the Administrative Agent and, in the case of any Other Revolving Credit Loans or Other Revolving Credit Commitments, the Swingline Lender and the Borrowers (each such approval not to be unreasonably withheld, conditioned or delayed). Each Tranche of Credit Agreement Refinancing Indebtedness incurred under this Subsection 2.7 shall be in an aggregate principal amount that is (x) not less than $10,000,000 in the case of Other ABL Term Loans or Other Revolving Credit Loans and (y) an integral multiple of $5,000,000 in excess thereof (or, in each case, in such lower minimum amounts or multiples as agreed to by the Administrative Agent in its reasonable discretion). (b) The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 (which, for the avoidance of doubt, shall not require compliance with Section 7.09 for any incurrence of Other Term LoansSubsections 6.2(a) and 6.2(b) and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) customary legal opinions, board resolutions and resolutions, officers’ certificates and/or reaffirmation agreements substantially consistent with those delivered on the Closing Date under Subsection 6.1 (conformed as appropriate) and (ii) reaffirmation agreements and/or other than changes to such amendments legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion). Any Refinancing Amendment may provide for the issuance of Letters of Credit for the account of any Borrower, or the provision to the Collateral Documents as may be reasonably requested by Borrowers of Swingline Loans, pursuant to any Other Revolving Credit Commitments established thereby, in each case on terms substantially equivalent to the Administrative Agent in order terms applicable to ensure that such Credit Agreement Refinancing Indebtedness is provided with the benefit of the applicable Loan Documents. (b) Each issuance Letters of Credit Agreement Refinancing Indebtedness and Swingline Loans under Section 2.15(a) shall be in an aggregate principal amount that is (x) $50 million or (y) an integral multiple of $5 million in excess thereof, unless the Administrative Agent shall otherwise agree in its discretionCommitments. (c) The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that this Agreement and that, upon the other Loan Documents may be amended pursuant to a effectiveness of any Refinancing Amendment, without the consent of any other Lenders, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto, thereto (including without limitation any amendments necessary to incorporate treat the applicable lenders in respect of Loans and Commitments subject thereto as Other Term Loans as “Lenders”, and the Other Term Loans as “Loans” and/or “ABL Term Loans”, for all applicable purposes hereunderOther Revolving Credit Loans, including Other Revolving Credit Commitments and/or Other ABL Term Commitments). The Lenders hereby irrevocably authorize the definition of Required Lenders and Administrative Agent to establish enter into any tranche of Other Term Loans an independent Class or Facility, as applicable, and (ii) Refinancing Amendment to effect such other amendments to this Agreement and the other Loan Documents and such technical amendments as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and Parentthe Borrower Representative, to effect the provisions of this Section 2.15Subsection 2.7. In addition, if so provided in the relevant Refinancing Amendment and with the consent of each Issuing Lender, participations in Letters of Credit expiring on or after the Termination Date shall be partially or entirely reallocated from Lenders hereby expressly authorize holding Commitments to Lenders holding extended revolving commitments in accordance with the Administrative Agent to enter into any terms of such Refinancing Amendment; provided, which however, that such participation interests shall, upon receipt thereof by the relevant Lenders holding Commitments, be deemed to be participation interests in respect of such Commitments and the terms of such participation interests (including the commission applicable thereto) shall not, for the avoidance of doubt be subject to Section 10.01adjusted accordingly.

Refinancing Amendments. (a1) On one or more occasions At any time after the Closing Date, the Borrowers Borrower may obtain, from any Lender or any Additional Refinancing LenderLender (it being understood that (a) no Lender shall be required to provide any Other Loan without its consent, Credit Agreement Refinancing Indebtedness (b) Affiliated Lenders may not provide Other Revolving Commitments and (c) Other Term Loans provided by Affiliated Lenders shall be subject to the limitations set forth in respect of Section 10.07(8)), Other Loans to refinance all or any portion of the Term applicable Class or Classes of Loans then outstanding under this AgreementAgreement which will be made pursuant to Other Term Loan Commitments, in the form case of Other Term Loans, and pursuant to Other Revolving Commitments, in the case of Other Revolving Loans, in each case pursuant to a Refinancing Amendment; provided that such Other Loans and Other Revolving Commitments (i) shall rank equal in priority in right of payment with the other Loans and Commitments hereunder, (ii) shall be unsecured or rank pari passu (without regard to the control of remedies) or junior in right of security with any First Lien Obligations under this Agreement and, if secured on a (x) pari passu basis, shall be subject to a Equal Priority Intercreditor Agreement and (y) junior basis, shall be subject to an applicable Intercreditor Agreement(s), (iii) if secured, shall not be secured by any property or assets of the Borrower or any Restricted Subsidiary other than the Collateral, (iv) shall not at any time be guaranteed by any Subsidiary of the Borrower other than Subsidiaries that are Guarantors, (v)(I) shall have interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts, original issue discounts and prepayment terms and premiums as may be agreed by the Borrower and the Lenders thereof and/or (II) may provide for additional fees and/or premiums payable to the Lenders providing such Other Loans in addition to any of the items contemplated by the preceding clause (I), in each case, to the extent provided in the applicable Refinancing Amendment, (vi) may have optional prepayment terms (including call protection and prepayment terms and premiums) as may be agreed between the Borrower and the Lenders thereof, (vii) at the time of incurrence thereof, will have a final maturity date no earlier than the Term Loans or Revolving Commitments being refinanced and, in the case of Other Term Loans, will have a Weighted Average Life to Maturity equal to or greater than the then-remaining Weighted Average Life to Maturity of the Term Loans being refinanced and (viii) will have such other terms and conditions (other than as provided in foregoing clauses (ii) through (vii)) that either, at the option of the Borrower, (I) if otherwise not consistent with the terms of such Class of Loans or Commitments being refinanced, not be materially more restrictive to the Borrower (as determined by the Borrower in good faith), when taken as a whole, than the terms of such Class of Loans or Commitments being refinanced, except, in each case under this clause (I), with respect to (A) covenants and other terms applicable to any period after the Latest Maturity Date of the Term Loans or Revolving Commitments being refinanced or (B) a Previously Absent Financial Maintenance Covenant (so long as, (1) to the extent that any such terms of any Other Terms Loans contain a Previously Absent Financial Maintenance Covenant that is in effect prior to the Latest Maturity Date of the Closing Date Term Loans, such Previously Absent Financial Maintenance Covenant shall be included for the benefit of the Closing Date Term Loans and (2) to the extent that any such terms of any Other Revolving Loans and Other Revolving Commitments contain a Previously Absent Financial Maintenance Covenant that is in effect prior to the Latest Maturity Date of the Closing Date Revolving Facility, such Previously Absent Financial Maintenance Covenant shall be included for the benefit of the Closing Date Revolving Facility) or (II) such terms as are reasonably satisfactory to the Administrative Agent (provided that, at Borrower’s election, to the extent any term or provision is added for the benefit of (A) the lenders of Other Term Loans or Other Term Loan Revolving Commitments, pursuant no consent shall be required from the Administrative Agent or any Lender to the extent that such term or provision is also added, or the features of such term or provision are provided, for the benefit of the Lenders of the Closing Date Term Loans or (B) the lenders under Other Revolving Commitments, no consent shall be required from the Administrative Agent or any Lender to the extent that such term or provision is also added, or the features of such term or provision are provided, for the benefit of the Lenders of the Closing Date Revolving Facility). Any Other Term Loans may participate on a pro rata basis, less than a pro rata basis or greater than a pro rata basis in any prepayments of Term Loans hereunder (except that, unless otherwise permitted under this Agreement or unless the Class of Term Loans being refinanced was so entitled to participate on a greater than a pro rata basis in such mandatory prepayments, such Other Term Loans may not participate on a greater than a pro rata basis as compared to any earlier maturing Class of Term Loans constituting First Lien Obligations in any mandatory prepayments under Section 2.05(2)(b) and (c)(i)), as specified in the applicable Refinancing Amendment. The effectiveness All Other Revolving Commitments shall provide that (a) except as provided under sub-clause (b) below, borrowings and repayments (other than permanent repayments) of principal under the applicable Other Revolving Commitments may be made on a pro rata basis, less than a pro rata basis or greater than a pro rata basis and (b) the permanent repayment of Other Revolving Loans in connection with a termination of Other Revolving Commitments may be made on a pro rata basis or less than a pro rata basis (or greater than a pro rata basis (i) with respect to (I) repayments required upon the Maturity Date of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth Other Revolving Commitments and (II) repayments made in Section 4.02 (which, for the avoidance of doubt, shall not require compliance connection with Section 7.09 for any incurrence refinancing of Other Term LoansRevolving Commitments or (ii) andas compared to any other Revolving Commitments with a later maturity date than such Other Revolving Commitments), to in each case, with all other Revolving Commitments. In connection with any Refinancing Amendment, the extent Borrower shall, if reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) deliver customary legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Closing Date (conformed as appropriate) and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Credit Agreement Refinancing Indebtedness is Other Loans or Other Revolving Commitments are provided with the benefit of the applicable Loan Documents. (b2) Each issuance Class of Credit Agreement Refinancing Indebtedness Other Commitments and Other Loans incurred under this Section 2.15(a) 2.15 shall be in an aggregate principal amount that is (x) not less than $50 million or (y) an integral multiple of $5 million in excess thereof, unless the 5,000,000. The Administrative Agent shall otherwise agree in its discretion. (c) promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that this Agreement and that, upon the other Loan Documents may be amended pursuant to a effectiveness of any Refinancing Amendment, without the consent of any other Lenders, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness Other Commitments and Other Loans incurred pursuant thereto, thereto (including without limitation any amendments necessary to incorporate the applicable lenders in respect of Other Term Loans as “Lenders”, and treat the Other Term Loans and/or Other Commitments as “Loans” and/or “Term Loans”Loans and Commitments). Any Refinancing Amendment may, for all applicable purposes hereunderwithout the consent of any other Lenders, including the definition of Required Lenders and to establish any tranche of Other Term Loans an independent Class or Facility, as applicable, and (ii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and Parentthe Borrower, to effect the provisions of this Section 2.15. (3) This Section 2.15 shall supersede any provisions in Section 2.12, 2.13 or 10.01 to the contrary. For the avoidance of doubt, any of the provisions of this Section 2.15 may be amended with the consent of the Required Lenders (or the applicable Required Facility Lenders, if applicable). Notwithstanding anything to the contrary in Section 10.01, (a) each Refinancing Amendment may, without the consent of any other Loan Party, Agent or Lender, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.15, including to effect technical and corresponding amendments to this Agreement and the other Loan Documents and (b) at the option of the Borrower in consultation with the Administrative Agent, incorporate terms that would be favorable to existing Lenders hereby expressly authorize of the applicable Class or Classes for the benefit of such existing Lenders of the applicable Class or Classes, in each case under this clause (b), so long as the Administrative Agent reasonably agrees that such modification is favorable to enter into any such Refinancing Amendment, which shall not, for the avoidance of doubt be subject to Section 10.01applicable Lenders.

Refinancing Amendments. (a) On one So long as no Specified Default exists or more occasions would arise therefrom, at any time after the Closing Third Amendment Effective Date, the Borrowers may obtain, from any Lender, any Additional Lender or any Additional Refinancing Lenderother Person, Credit Agreement Refinancing Indebtedness in respect of all or the Facility (which for purposes of this clause (a) will be deemed to include any portion then outstanding (w) Other ABL Term Loans, (x) Incremental ABL Term Loans, (y) Other Revolving Credit Loans and (z) Loans provided against the Incremental Revolving Commitments, but will exclude the commitments in respect of the Term FILO Tranche unless (1) the Loans then comprising the FILO Tranche are the only Loans outstanding under this Agreement, and (2) the Commitments for the Revolving Credit Facility (excluding the FILO Tranche) have been terminated) in the form of (i) one or more Other ABL Term Loans or Other ABL Term Loan Commitments, (ii) one or more Other Revolving Credit Loans or Other Revolving Credit Commitments, or (iii) in the case of the FILO Tranche, a new “first-in, last-out” tranche, as the case may be, in each case pursuant to a Refinancing Amendment. Each Tranche of Credit Agreement Refinancing Indebtedness incurred under this Subsection 2.7 shall be in an aggregate principal amount that is (x) not less than $15,000,000 in the case of Other ABL Term Loans or Other Revolving Credit Loans and (y) an integral multiple of $5,000,000 in excess thereof. (b) The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 (which, for the avoidance of doubt, shall not require compliance with Section 7.09 for any incurrence of Other Term LoansSubsection 6.2(a) and 6.2(b) and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) customary legal opinions, board resolutions opinions in form and officers’ certificates consistent with those delivered on the Closing Date (conformed as appropriate) and (ii) reaffirmation agreements and/or such amendments substance reasonably satisfactory to the Collateral Documents as may be reasonably requested by the Administrative Agent in order from counsel to ensure that such the applicable Borrowers reasonably satisfactory to the Administrative Agent. Any Refinancing Amendment may provide for the issuance of Letters of Credit Agreement Refinancing Indebtedness is provided with for the benefit account of the Borrowers, or the provision to the Borrowers of Swingline Loans, pursuant to any Other Revolving Credit Commitments established thereby, in each case on terms substantially equivalent to the terms applicable Loan Documents. (b) Each issuance to Letters of Credit Agreement Refinancing Indebtedness and Swingline Loans under Section 2.15(a) shall be in an aggregate principal amount that is (x) $50 million or (y) an integral multiple of $5 million in excess thereof, unless the Administrative Agent shall otherwise agree in its discretionCommitments. (c) The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that this Agreement and that, upon the other Loan Documents may be amended pursuant to a effectiveness of any Refinancing Amendment, without the consent of any other Lenders, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto, thereto (including without limitation any amendments necessary to incorporate treat the applicable lenders in respect of Loans and Commitments subject thereto as Other Term Loans as “Lenders”, and the Other Term Loans as “Loans” and/or “ABL Term Loans”, for all applicable purposes hereunderOther Revolving Credit Loans, including Other Revolving Credit Commitments and/or Other ABL Term Commitments). The Lenders hereby irrevocably authorize the definition of Required Lenders and Administrative Agent to establish enter into any tranche of Other Term Loans an independent Class or Facility, as applicable, and (ii) Refinancing Amendment to effect such other amendments to this Agreement and the other Loan Documents and such technical amendments as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and Parentthe Borrower Representative, to effect the provisions of this Section 2.15Subsection 2.7. In addition, if so provided in the relevant Refinancing Amendment and with the consent of each Issuing Lender, participations in Letters of Credit expiring on or after the Termination Date shall be partially or entirely reallocated from Lenders hereby expressly authorize holding Commitments to Lenders holding extended revolving commitments in accordance with the Administrative Agent to enter into any terms of such Refinancing Amendment; provided, which however, that such participation interests shall, upon receipt thereof by the relevant Lenders holding Commitments, be deemed to be participation interests in respect of such Commitments and the terms of such participation interests (including, without limitation, the commission applicable thereto) shall not, for the avoidance of doubt be subject to Section 10.01adjusted accordingly.

Refinancing Amendments. (a) On one or more occasions after the Closing Escrow Release Date, the Borrowers may obtain, from any Lender or any Additional Refinancing Lender, Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Term Loans then outstanding under this Agreement, Agreement (which for purposes of this clause (a) will be deemed to include any then outstanding Other Term Loans or Incremental Term Loans) in the form of Other Term Loans or Other Term Loan Commitments, Commitments pursuant to a Refinancing Amendment. . (b) The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 (which, for the avoidance of doubt, shall not require compliance with Section 7.09 for any incurrence of Other Term Loans) 4.2 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) customary legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Original Closing Date (conformed as appropriate) other than changes to such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Credit Agreement Refinancing Indebtedness is provided with the benefit of the applicable Loan DocumentsFinancing Agreements. (bc) Each issuance of Credit Agreement Refinancing Indebtedness under Section 2.15(a2.9(a) shall be in an aggregate principal amount that is (x) not less than $50 million or 25,000,000 and (y) an integral multiple of $5 million 1,000,000 in excess thereof, unless the Administrative Agent shall otherwise agree in its discretion. (cd) Each of the parties hereto hereby agrees that this Agreement and the other Loan Documents Financing Agreements may be amended pursuant to a Refinancing Amendment, without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto, including without limitation (ii) make such other changes to incorporate the applicable lenders in respect of Other Term Loans as “Lenders”, this Agreement and the Other Term Loans as “Loans” and/or “Term Loans”, for all applicable purposes hereunder, including other Financing Agreements consistent with the definition provisions and intent of Section 12.3(g) (without the consent of the Required Lenders and to establish any tranche of Other Term Loans an independent Class or Facility, as applicable, called for therein) and (iiiii) effect such other amendments to this Agreement and the other Loan Documents Financing Agreements as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and Parentthe Parent Borrower, to effect the provisions of this Section 2.152.9, and the Required Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment. (e) Notwithstanding anything to the contrary in this Agreement, which the 2016-1 Term B-4 Loans, 2016-2 Term B-4 Loans, the 2017-1 Term B-4 Loans, 2016-1 Term B-5 Loans, 2016-2 Term B-5 Loans, the 2017-1 Term B-5 Loans, the 2016-1 Term B-6 Loans, the 2017-1 Term B-6 Loans and the 2018 Term B-7 Loans shall not, for the avoidance of doubt be subject to Section 10.01permitted under this Agreement.

Refinancing Amendments. (a) On one or more occasions after the Closing Escrow Release Date, the Borrowers may obtain, from any Lender or any Additional Refinancing Lender, Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Term Loans then outstanding under this Agreement, Agreement (which for purposes of this clause (a) will be deemed to include any then outstanding Other Term Loans or Incremental Term Loans) in the form of Other Term Loans or Other Term Loan Commitments, Commitments pursuant to a Refinancing Amendment. . (b) The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 (which, for the avoidance of doubt, shall not require compliance with Section 7.09 for any incurrence of Other Term Loans) 4.2 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) customary legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Original Closing Date (conformed as appropriate) other than changes to such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Credit Agreement Refinancing Indebtedness is provided with the benefit of the applicable Loan DocumentsFinancing Agreements. (bc) Each issuance of Credit Agreement Refinancing Indebtedness under Section 2.15(a2.9(a) shall be in an aggregate principal amount that is (x) not less than $50 million or 25,000,000 and (y) an integral multiple of $5 million 1,000,000 in excess thereof, unless the Administrative Agent shall otherwise agree in its discretion. (cd) Each of the parties hereto hereby agrees that this Agreement and the other Loan Documents Financing Agreements may be amended pursuant to a Refinancing Amendment, without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto, including without limitation (ii) make such other changes to incorporate the applicable lenders in respect of Other Term Loans as “Lenders”, this Agreement and the Other Term Loans as “Loans” and/or “Term Loans”, for all applicable purposes hereunder, including other Financing Agreements consistent with the definition provisions and intent of Section 12.3(g) (without the consent of the Required Lenders and to establish any tranche of Other Term Loans an independent Class or Facility, as applicable, called for therein) and (iiiii) effect such other amendments to this Agreement and the other Loan Documents Financing Agreements as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and Parentthe Parent Borrower, to effect the provisions of this Section 2.152.9, and the Required Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment. (e) Notwithstanding anything to the contrary in this Agreement, which the 2016-1 Term B-4 Loans, 2016-2 Term B-4 Loans, the 2017-1 Term B-4 Loans, 2016-1 Term B-5 Loans, 2016-2 Term B-5 Loans, the 2017-1 Term B-5 Loans, the 2016-1 Term B-6 Loans, the 2017-1 Term B-6 Loans and, the 2018 Term B-7 Loans, the 2019-1 Term B-7 Loans and the 2019 Term B-8 Loans shall not, for the avoidance of doubt be subject to Section 10.01permitted under this Agreement.

Refinancing Amendments. (a) On one or more occasions At any time after the Closing Effective Date, the Borrowers Borrower may obtain, from any Lender or any Additional Refinancing LenderLender (but no such Lender or Additional Lender shall be obligated to provide), Credit Agreement Refinancing Indebtedness in respect of (i) all or any portion of the Term Loans then outstanding under this AgreementAgreement (which for purposes of this clause (i) will be deemed to include any then outstanding Other Term Loans) or (ii) all or any portion of the applicable Revolving Loans (or applicable unused Revolving Commitments) under this Agreement (which for purposes of this clause (ii) will be deemed to include any then outstanding Other Revolving Loans, Other Revolving Commitments and Additional Revolving Commitments and loans issued thereunder), in the form of (x) Other Term Loans or Other Term Loan Commitments or (y) Other Revolving Loans or Other Revolving Commitments, pursuant to a Refinancing Amendment. The effectiveness as the case may be; AMERICAS 123601947 132 provided that the Net Proceeds of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 (which, for the avoidance of doubt, shall not require compliance with Section 7.09 for any incurrence of Other Term Loans) and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) customary legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Closing Date (conformed as appropriate) and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Credit Agreement Refinancing Indebtedness is provided shall be applied, substantially concurrently with the benefit incurrence thereof, to the prepayment (or reduction) of outstanding Indebtedness being so refinanced (or the applicable Loan Documents. (b) case may be), as the case may be and accompanied by any prepayment premium payable thereon in accordance with the terms hereof. Each issuance Class of Credit Agreement Refinancing Indebtedness incurred under this Section 2.15(a) 2.21 shall be in an aggregate principal amount that is (x) not less than $50 million 5,000,000 in the case of Other Term Loans or $5,000,000 in the case of Other Revolving Loans and (y) an integral multiple of $5 million 1,000,000 in excess thereof, thereof (in each case unless the Borrower and the Administrative Agent otherwise agree). Any Refinancing Amendment may provide for the issuance of Letters of Credit for the account of the Borrower, pursuant to any Other Revolving Commitments established thereby, in each case on terms substantially equivalent to the terms applicable to (x) USD Tranche Letters of Credit under the USD Tranche Revolving Commitments or (y) Multicurrency Tranche Letters of Credit under the Multicurrency Tranche Revolving Commitments, as applicable, or as otherwise reasonably acceptable to the Administrative Agent; provided that no Issuing Bank shall otherwise agree in be required to act as “issuing bank” under any such Refinancing Amendment without its discretion. (c) written consent. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that this Agreement and that, upon the other Loan Documents may be amended pursuant to a effectiveness of any Refinancing Amendment, without the consent of any other Lenders, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto, thereto (including without limitation any amendments necessary to incorporate treat the applicable lenders in respect of Loans and Commitments subject thereto as Other Term Loans as “Lenders”Loans, and the Other Revolving Commitments and/or Other Term Loans as “Loans” and/or “Term Loans”Commitments). Any Refinancing Amendment may, for all applicable purposes hereunderwithout the consent of any other Lenders, including the definition of Required Lenders and to establish any tranche of Other Term Loans an independent Class or Facility, as applicable, and (ii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and Parentthe Borrower, to effect the provisions of this Section 2.15Section. In addition, (I) if so provided in the relevant Refinancing Amendment and with the consent of each USD Tranche Issuing Bank, participations in USD Tranche Letters of Credit expiring on or after the USD Tranche Revolving Maturity Date shall be reallocated from Lenders hereby expressly authorize holding USD Tranche Revolving Commitments to Lenders holding extended revolving commitments in accordance with the Administrative Agent to enter into any terms of such Refinancing Amendment; provided, which however, that such participation interests shall, upon receipt thereof by the relevant Lenders holding USD Tranche Revolving Commitments, be deemed to be participation interests in respect of such USD Tranche Revolving Commitments and the terms of such participation interests (including the commission applicable thereto) shall notbe adjusted accordingly and (II) if so provided in the relevant Refinancing Amendment and with the consent of each Multicurrency Tranche Issuing Bank, for participations in Multicurrency Tranche Letters of Credit expiring on or after the avoidance Multicurrency Tranche Revolving Maturity Date shall be reallocated from Lenders holding Multicurrency Tranche Revolving Commitments to Lenders holding extended revolving commitments in accordance with the terms of doubt such Refinancing Amendment; provided, however, that such participation interests shall, upon receipt thereof by the relevant Lenders holding Multicurrency Tranche Revolving Commitments, be subject deemed to be participation interests in respect of such Multicurrency Tranche Revolving Commitments and the terms of such participation interests (including the commission applicable thereto) shall be adjusted accordingly. (b) This Section 10.012.21 shall supersede any provisions in Section 2.18 or Section 9.02 to the contrary.