Common use of Refinancing Amendments Clause in Contracts

Refinancing Amendments. (a) At any time after the Effective Date, the Borrower may obtain, from any Lender or any Additional Term Lender, Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Term Loans then outstanding under this 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 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 the conditions as agreed between the 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 legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Effective Date under Section 4.01 (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 Term Administrative Agent). Each Class of Credit Agreement Refinancing Indebtedness incurred under this Section 2.21 shall be in an aggregate principal amount that is (x) not less than $10,000,000 in the case of Other Term Loans and (y) an integral multiple of $1,000,000 in excess thereof (in each case unless the Borrower and the Term Administrative Agent otherwise agree). The Term 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 Term Loans and/or Other Term Commitments). Any Refinancing Amendment may, without the consent of any other Lenders, effect such 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 the Borrower, to effect the provisions of this Section. (b) This Section 2.21 shall supersede any provisions in Section 2.18 or Section 9.02 to the contrary.

Refinancing Amendments. (a) At any time after the Effective Closing Date, the a Borrower may obtain, from any Lender or any Additional Term 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 Agreement (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 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 (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 as agreed between the lenders providing such Credit Agreement Refinancing Indebtedness and the Borrower set forth in Section 4.02 and, to the extent reasonably requested by the Term Administrative Agent, receipt by the Term Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Effective Closing Date under Section 4.01 (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 are reasonably satisfactory to the Term Administrative Agent). Each Class of Credit Agreement Refinancing Indebtedness incurred under this Section 2.21 2.18 shall be in an aggregate principal amount that is (x) (A) not less than $25,000,000 in the case of Other Term Loans or $10,000,000 in the case of Other Term Revolving Loans and (yB) an integral multiple of $1,000,000 in excess thereof or (y) such other amount as shall represent a refinancing of a Class of Loans in its entirety. Any Refinancing Amendment may, 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 unless on terms substantially equivalent to the Borrower terms applicable to Letters of Credit and Swing Line Loans under the Term Administrative Agent otherwise agree)Revolving Commitments. The Term 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 Term Loans Loans, Other Revolving Loans, Other Revolving Commitments and/or Other Term Commitments). Any Refinancing Amendment may, without the consent of any other Lenders, effect such 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 the each applicable Borrower, to effect the provisions of this Section. 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 holding Revolving Commitments to Lenders holding extended revolving commitments in accordance with the terms of such Refinancing Amendment; provided, 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 be adjusted accordingly. (b) This Section 2.21 2.18 shall supersede any provisions in Section 2.18 2.12 or Section 9.02 10.01 to the contrary.

Refinancing Amendments. (a) At any time after the Effective Dateand from time to time, the Borrower Parties may obtain, from any Lender or any Additional Term Lender, Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Term Loans and Commitments then outstanding under this Agreement (which for purposes of this clause (a) will be deemed to include any then outstanding Other Term Loans) Agreement, in the form of Other Term Loans or Other Term Commitments each case, pursuant to a Refinancing Amendment; provided that such Credit Agreement Refinancing Indebtedness Amendment 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) will such consent would be unsecured required with regard to the identity of potential lenders pursuant to Section 9.04, such consent not to be unreasonably withheld, delayed or will rank pari passu or junior in right of payment conditioned, and of security with the other Loans and Commitments hereunder, (ii) will have the Administrative Agent, the Swingline Lender and such pricing and optional prepayment terms as may be agreed by the Borrower and the Lenders thereof, and (iii) the Net Proceeds of Issuing Banks shall remain in such Credit Agreement Refinancing Indebtedness shall be applied, substantially concurrently capacity in connection with the incurrence thereof, to the prepayment of outstanding Term Loans being so refinancedReplacement Revolving Commitments). The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions as agreed between the lenders providing such Credit Agreement Refinancing Indebtedness and the Borrower andset forth in Section 4.01 (including, solely to the extent reasonably requested by the Term Administrative Agent, receipt by the Term Administrative Agent of customary legal opinions, board resolutions, officers’ certificates and/or or reaffirmation agreements consistent with those delivered on the First Restatement Effective Date under Section 4.01 4.02 (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 Term Administrative Agent). Each Class of Credit Agreement Refinancing Indebtedness incurred under this Section 2.21 shall be in an aggregate principal amount that is (x) not less than $10,000,000 in the case of Other Term Loans and (y) an integral multiple of $1,000,000 in excess thereof (in each case unless the Borrower and the Term Administrative Agent otherwise agree). The Term 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 Replacement Revolving Commitments established pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans and/or Other Term Commitments)thereto. Any Refinancing Amendment may, without the consent of any person other Lendersthan the Administrative Agent, the Swingline Lender, the Issuing Banks, the Borrower and the Lenders providing the applicable Credit Agreement Refinancing Indebtedness, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Term Administrative Agent Agent, the Swingline Lender, the Issuing Banks and the BorrowerBorrower Parties, to effect the provisions of this Section. (b) Section 2.22. This Section 2.21 2.22 shall supersede any provisions in Section 2.18 or 9.08 (other than Section 9.02 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 (b) the Administrative Agent, the Swingline Lender and each Issuing Bank shall have consented (such consent not to be unreasonably withheld, delayed or conditioned) to such person’s providing such Replacement Revolving Commitments if such consent would be required under Section 9.04 for an assignment of Loans or Commitments to such person.

Refinancing Amendments. (a) At So long as no Default or Event of Default exists or would arise therefrom, at any time after the Effective Closing Date, the Borrower Borrowers may obtain, from any Lender or any Additional Term Lender, Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Term Loans then outstanding under this Agreement Facility (which for purposes of this clause (a) will be deemed to include any 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 Last-Out Tranche unless (1) the Loans comprising the Last-Out Tranche are the only Loans outstanding 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 Commitments 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; provided that such . Each Tranche of Credit Agreement Refinancing Indebtedness incurred under this Subsection 2.7 shall be in an aggregate principal amount that is (ix) will be unsecured not less than $15,000,000 in the case of Other Term Loans or will rank pari passu or junior $15,000,000 in right the case of payment and of security with the other Other Revolving Loans and Commitments hereunder, (iiy) will have such pricing and optional prepayment terms as may be agreed by the Borrower and the Lenders an integral multiple of $5,000,000 in excess thereof, and . (iiib) 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 as agreed between the lenders providing such Credit Agreement Refinancing Indebtedness and the Borrower set forth in Subsection 6.2 and, to the extent reasonably requested by the Term Administrative Agent, receipt by the Term Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Effective Closing Date under Section 4.01 Subsection 6.1 (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 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 Term Administrative Agent). Each Class Parent Borrower of Swingline Loans, pursuant to any Other Revolving Credit Agreement Refinancing Indebtedness incurred under this Section 2.21 shall be in an aggregate principal amount that is (x) not less than $10,000,000 in the case of Other Term Loans and (y) an integral multiple of $1,000,000 in excess thereof (Commitments established thereby, in each case unless on terms substantially equivalent to the Borrower terms applicable to Letters of Credit and Swingline Loans under the Term Administrative Agent otherwise agree). Commitments. (c) The Term 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 Term Loans Loans, Other Revolving Credit Loans, Other Revolving Credit Commitments and/or Other Term Commitments). Any The Lenders hereby irrevocably authorize the Administrative Agent to enter into any Refinancing Amendment may, without the consent of any other Lenders, to effect such 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 Term Administrative Agent and the BorrowerBorrower Representative, to effect the provisions of this SectionSubsection 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 holding Commitments to Lenders holding extended revolving commitments in accordance with the terms of such Refinancing Amendment; provided, 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 be adjusted accordingly. (b) This Section 2.21 shall supersede any provisions in Section 2.18 or Section 9.02 to the contrary.

Refinancing Amendments. (a) At any time On one or more occasions after the Effective Closing Date, the Borrower may obtain, from any Lender or any Additional Term Refinancing Lender, Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Term Loans then outstanding under this Agreement (which for purposes of this clause (aSection 2.15(a) will be deemed to include any then outstanding Other Refinancing Term Loans or Incremental Term Loans) ), in the form of Other Refinancing Term Loans or Other Refinancing Term Commitments pursuant to a Refinancing Amendment; provided that such . No Lender shall be obligated to provide any Credit Agreement Refinancing Indebtedness Indebtedness, unless it so agrees. (ib) 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 (or waiver in accordance with the terms of such Refinancing Amendment) on the date thereof of each of the conditions as agreed between the lenders providing such Credit Agreement Refinancing Indebtedness and the Borrower set forth in Section 4.02 and, to the extent reasonably requested by the Term Administrative Agent, receipt by the Term Administrative Agent of (i) customary legal opinions, board resolutions, resolutions and officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Effective Closing Date under Section 4.01 (other than changes to such legal opinions opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Term Administrative Agent). 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. (c) Each Class issuance of Credit Agreement Refinancing Indebtedness incurred under this Section 2.21 2.15(a) shall be in an aggregate principal amount that is (x) not less than $10,000,000 in the case of Other Term Loans and (y) an integral multiple of $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 promptly notify each Lender as to the effectiveness of each Refinancing Amendment. d) Each of the parties hereto hereby agrees that, upon that this Agreement and the effectiveness of any other Loan Documents may be amended pursuant to a Refinancing Amendment, this Agreement shall be deemed amended 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 and (including any amendments necessary ii) make such other changes to treat this Agreement and the Loans other Loan Documents consistent with the provisions and Commitments subject thereto as Other Term Loans and/or Other Term Commitments). Any Refinancing Amendment may, intent of the third paragraph of Section 10.01 (without the consent of any other Lenders, 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 Term Administrative Agent and the Borrower, to effect the provisions of this SectionSection 2.15, and the Required Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment. (be) This Section 2.21 2.15 shall supersede any provisions in Section 2.18 2.13 or Section 9.02 10.01 to the contrary.

Refinancing Amendments. (a1) At any time after the Effective Closing Date, the Borrower may obtain, from any Lender or any Additional Lender (it being understood that (i) no Lender shall be required to provide any Other Loan without its consent, (ii) Affiliated Lenders may not provide Other Revolving Commitments and (iii) Other Term LenderLoans provided by Affiliated Lenders shall be subject to the limitations set forth in Section 10.07(h)), Credit Agreement Refinancing Indebtedness in respect of Other Loans to refinance all or any portion of the Term applicable Class or Classes of Loans then outstanding under this Agreement (which for purposes of this clause (a) will be deemed made pursuant to include any then outstanding Other Term Loan Commitments, in the case of Other Term Loans) , and pursuant to Other Revolving Commitments, in the form case of Other Term Loans or Other Term Commitments Revolving Loans, in each case pursuant to a Refinancing Amendment; provided that such Credit Agreement Refinancing Indebtedness Other Loans and Other Revolving Commitments (i) will be unsecured or will shall rank pari passu or junior equal in priority in right of payment and of security with the other Loans and Commitments hereunder, (ii) will 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 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)(A) shall have such pricing interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts, original issue discounts and optional prepayment terms and premiums as may be agreed by the Borrower and the Lenders thereof, and thereof and/or (iiiB) the Net Proceeds of such Credit Agreement Refinancing Indebtedness shall be applied, substantially concurrently with the incurrence thereof, may provide for additional fees and/or premiums payable to the prepayment of outstanding Term Lenders providing such Other Loans being so refinanced. The effectiveness of in addition to any Refinancing Amendment shall be subject to the satisfaction on the date thereof of the conditions as agreed between items contemplated by the lenders providing such Credit Agreement Refinancing Indebtedness and the Borrower andpreceding 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) 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, (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 Term Administrative Agent, receipt deliver customary reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Term Administrative Agent in order to ensure that such Other Loans or Other Revolving Commitments are provided with the benefit of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Effective Date under Section 4.01 applicable Loan Documents. (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 Term Administrative Agent). 2) Each Class of Credit Agreement Refinancing Indebtedness Other Commitments and Other Loans incurred under this Section 2.21 2.15 shall be in an aggregate principal amount that is (x) not less than $10,000,000 in the case of Other Term Loans and (y) an integral multiple of $1,000,000 in excess thereof (in each case unless the Borrower and the Term Administrative Agent otherwise agree)5.0 million. The Term 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 Other Commitments and Other Loans incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans and/or Other Term Commitments as Loans and Commitments). Any Refinancing Amendment may, without the consent of any other Lenders, effect such 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 the Borrower, to effect the provisions of this SectionSection 2.15. (b3) This Section 2.21 2.15 shall supersede any provisions in Section 2.18 2.12, 2.13 or Section 9.02 10.01 to the contrary.

Refinancing Amendments. (a) At any time On one or more occasions after the Effective Closing Date, the Borrower may obtain, from any Lender or any Additional Term 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 (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 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 Credit Agreement Lender’s or Additional Refinancing Indebtedness (i) will be unsecured or will rank pari passu or junior in right of payment and of security with the other Lender’s making such Refinancing Term 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 extent such consent, if any, would be required under Section 10.07(b) for an assignment of outstanding Term Loans being so refinanced. 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 as agreed between the lenders providing such Credit Agreement Refinancing Indebtedness and the Borrower set forth in Section 4.02 and, to the extent reasonably requested by the Term Administrative Agent, receipt by the Term Administrative Agent of (i) customary legal opinions, board resolutions, resolutions and officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Effective Closing Date under Section 4.01 (other than changes to such legal opinions opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Term Administrative Agent). 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. (c) Each Class issuance of Credit Agreement Refinancing Indebtedness incurred under this Section 2.21 2.15(a) shall be in an aggregate principal amount that is (x) not less than $10,000,000 in the case of Other Term Loans and (y) an integral multiple of $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 promptly notify each Lender as to the effectiveness of each Refinancing Amendment. d) Each of the parties hereto hereby agrees that, upon that this Agreement and the effectiveness of any other Loan Documents may be amended pursuant to a Refinancing Amendment, this Agreement shall be deemed amended 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 and (including any amendments necessary ii) make such other changes to treat this Agreement and the Loans other Loan Documents consistent with the provisions and Commitments subject thereto as Other Term Loans and/or Other Term Commitments). Any Refinancing Amendment may, intent of the second paragraph of Section 10.01 (without the consent of any other Lenders, 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 Term Administrative Agent and the Borrower, to effect the provisions of this SectionSection 2.15, and the Required Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment. (b) This Section 2.21 shall supersede any provisions in Section 2.18 or Section 9.02 to the contrary.

Refinancing Amendments. (a) At any time after the Effective Date, the Borrower may obtain, from any Lender or any Additional Term Lender, Credit Agreement Refinancing Indebtedness in respect of (i) all or any portion of the Term Loans then outstanding under this Agreement (which for purposes of this clause (ai) 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 Commitments pursuant to a Refinancing AmendmentCommitments; provided that such Credit Agreement Refinancing Indebtedness (i) will be unsecured or will rank be secured by the Collateral on a pari passu or junior in right of payment and of security basis with the other Loans Secured Obligations (and Commitments hereunderif secured, 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 Indebtedness 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 being so refinancedor 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 the conditions as agreed between the 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 legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Effective Date under Section 4.01 (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 Term Administrative Agent). Each Class of Credit Agreement Refinancing Indebtedness incurred under this Section 2.21 2.20 shall be in an aggregate principal amount that is (x) not less than $10,000,000 in the case of Other Term Loans 5,000,000 and (y) an integral multiple of $1,000,000 in excess thereof (in each case unless the Borrower and the Term Administrative Agent otherwise agree). The Term 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 Term Loans and/or Other Term Commitments). Any Refinancing Amendment may, without the consent of any other Lenders, effect such 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 the Borrower, to effect the provisions of this SectionSection 2.20. (b) This Section 2.21 2.20 shall supersede any provisions in Section 2.18 2.17 or Section 9.02 to the contrary.

Refinancing Amendments. (a) At any time after the Effective Closing Date, the Borrower may obtain, from any Lender or any Additional Term 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 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 Commitments each case 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 as agreed between the lenders providing such Credit Agreement Refinancing Indebtedness and the Borrower set forth in Section 4.02 and, to the extent reasonably requested by the Term Administrative Agent, receipt by the Term Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Effective Closing Date under Section 4.01 (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 are reasonably satisfactory to the Term Administrative Agent). Each Class of Credit Agreement Refinancing Indebtedness incurred under this Section 2.21 2.15 shall be in an aggregate principal amount that is (x) not less than $10,000,000 25,000,000 in the case of Other Term Loans and (y) an integral multiple of $1,000,000 10,000,000 in excess thereof (in each case unless the Borrower and the Term Administrative Agent otherwise agree)thereof. The Term 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 Term Loans and/or Other Term Commitments). Any Refinancing Amendment may, without the consent of any other Lenders, effect such 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 the Borrower, to effect the provisions of this Section. (b) This Section 2.21 2.15 shall supersede any provisions in Section 2.18 2.10 or Section 9.02 10.01 to the contrary.

Refinancing Amendments. (a) At any time after the Effective Closing Date, the Borrower Borrowers may obtain, from any Lender or any Additional Term Lender, Credit Agreement Refinancing Indebtedness Debt in respect of (x) all or any portion of the Term Loans then outstanding under this Agreement and/or (which for purposes y) all or any portion of this clause (a) will be deemed to include any the Revolving Credit Loans then outstanding Other Term Loans) under this Agreement or any existing Class of Revolving Credit Commitments, in the form of Other Term Loans or Other Term 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 Indebtedness Debt: (i) will may be unsecured or will (x) secured under the Security Documents and rank pari passu or junior in right of payment and of security 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 pricing, premiums and optional prepayment and redemption terms as may be agreed by the Borrower and the Lenders thereof, and ; (iii) subject to clause (ii) above, the Net Proceeds 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 Indebtedness Debt shall be applied, substantially concurrently with the incurrence thereof, to the prepayment of outstanding Term Loans being so refinancedrefinanced 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 as agreed between the lenders providing such Credit Agreement Refinancing Indebtedness and the Borrower set forth in Section 5.03 and, to the extent reasonably requested by the Term Administrative Agent, receipt by the Term Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Effective Closing Date under Section 4.01 5.01 (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 Term Administrative Agent). . (b) Each Class of Credit Agreement Refinancing Indebtedness Debt incurred under this Section 2.21 2.30 shall be in an aggregate principal amount that is either (xi) 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) $10,000,000 50,000,000 in the case of Other a refinancing of Term Loans and (y) an integral multiple $25,000,000 in the case of $1,000,000 in excess thereof (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 each case unless on terms substantially equivalent to the Borrower terms applicable to Letters of Credit under the Revolving Credit Commitments as of the Closing Date. 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 maturity date applicable to the Revolving Credit Facility shall be reallocated from Lenders holding Initial Revolving Credit Commitments to Lenders holding extended revolving commitments in accordance 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 Term Administrative Agent otherwise agreeterms 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 Term 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 Debt incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans, Other Term Commitments, Other Revolving Credit Loans and/or Other Term Revolving Credit Commitments). . (e) Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement Agreement, any intercreditor agreement (or to effect a replacement of any intercreditor agreement or put in place a Customary Intercreditor Agreement, as applicable) and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Term Administrative Agent and the BorrowerBorrowers, to effect the provisions of this SectionSection 2.30. (bf) This Notwithstanding anything to the contrary in this Agreement, this Section 2.21 2.30 shall supersede any provisions in Sections 2.18 or 10.01 to the contrary and the Borrower and the Administrative Agent may amend Section 2.18 or Section 9.02 solely to the contraryextent necessary to give effect to the permitted terms and conditions of any Refinancing Amendment.

Refinancing Amendments. (a) At any time On one or more occasions after the Effective Closing Date, the Borrower may obtain, from any Lender or any Additional Term Refinancing Lender, Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Term Loans then outstanding under this 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 pursuant to a Refinancing Amendment; provided that such Credit Agreement Refinancing Indebtedness . (ib) 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 as agreed between the lenders providing such Credit Agreement Refinancing Indebtedness and the Borrower set forth in Section 4.02 and, to the extent reasonably requested by the Term Administrative Agent, receipt by the Term Administrative Agent of (i) customary legal opinions, board resolutions, resolutions and officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Effective Closing Date under Section 4.01 (other than changes to such legal opinions opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Term Administrative Agent). 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. (c) Each Class issuance of Credit Agreement Refinancing Indebtedness incurred under this Section 2.21 2.15(a) shall be in an aggregate principal amount that is (x) not less than $10,000,000 in the case of Other Term Loans 15,000,000 and (y) an integral multiple of $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 promptly notify each Lender as to the effectiveness of each Refinancing Amendment. d) Each of the parties hereto hereby agrees that, upon that this Agreement and the effectiveness of any other Loan Documents may be amended pursuant to a Refinancing Amendment, this Agreement shall be deemed amended 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 and (including any amendments necessary ii) make such other changes to treat this Agreement and the Loans other Loan Documents consistent with the provisions and Commitments subject thereto as Other Term Loans and/or Other Term Commitments). Any Refinancing Amendment may, intent of the third paragraph of Section 10.01 (without the consent of any other Lenders, 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 Term Administrative Agent and the Borrower, to effect the provisions of this SectionSection 2.15, and the Required Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment. (b) This Section 2.21 shall supersede any provisions in Section 2.18 or Section 9.02 to the contrary.

Refinancing Amendments. (a1) At any time after the Effective Closing Date, the Borrower may obtain, from any Lender or any Additional Lender (it being understood that (a) no Lender shall be required to provide any Other Loan without its consent, (b) Affiliated Lenders may not provide Other Revolving Commitments and (c) Other Term LenderLoans provided by Affiliated Lenders shall be subject to the limitations set forth in Section 10.07(8)), Credit Agreement Refinancing Indebtedness in respect of Other Loans to refinance all or any portion of the Term applicable Class or Classes of Loans then outstanding under this Agreement (which for purposes of this clause (a) will be deemed made pursuant to include any then outstanding Other Term Loan Commitments, in the case of Other Term Loans) , and pursuant to Other Revolving Commitments, in the form case of Other Term Loans or Other Term Commitments Revolving Loans, in each case pursuant to a Refinancing Amendment; provided that such Credit Agreement Refinancing Indebtedness Other Loans and Other Revolving Commitments (i) will be unsecured or will shall rank pari passu or junior equal in priority in right of payment and of security with the other Loans and Commitments hereunder, (ii) will 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 such pricing interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts, original issue discounts and optional prepayment terms and premiums as may be agreed by the Borrower and the Lenders thereof, and thereof and/or (iiiII) the Net Proceeds of such Credit Agreement Refinancing Indebtedness shall be applied, substantially concurrently with the incurrence thereof, may provide for additional fees and/or premiums payable to the prepayment of outstanding Term Lenders providing such Other Loans being so refinanced. The effectiveness of in addition to any Refinancing Amendment shall be subject to the satisfaction on the date thereof of the conditions as agreed between items contemplated by the lenders providing such Credit Agreement Refinancing Indebtedness and the Borrower andpreceding 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 Revolving Commitments, 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. 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 Other Revolving Commitments and (II) repayments made in connection with any refinancing of Other Revolving Commitments or (ii) 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 Term Administrative Agent, receipt deliver customary reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Term Administrative Agent in order to ensure that such Other Loans or Other Revolving Commitments are provided with the benefit of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Effective Date under Section 4.01 applicable Loan Documents. (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 Term Administrative Agent). 2) Each Class of Credit Agreement Refinancing Indebtedness Other Commitments and Other Loans incurred under this Section 2.21 2.15 shall be in an aggregate principal amount that is (x) not less than $10,000,000 in the case of Other Term Loans and (y) an integral multiple of $1,000,000 in excess thereof (in each case unless the Borrower and the Term Administrative Agent otherwise agree)5,000,000. The Term 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 Other Commitments and Other Loans incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans and/or Other Term Commitments as Loans and Commitments). Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Term 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 SectionSection 2.15. (b3) This Section 2.21 2.15 shall supersede any provisions in Section 2.18 2.12, 2.13 or Section 9.02 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 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 the applicable Lenders (provided that if any such terms 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 be separate and apart from the Administrative Agent’s concurrence that such terms are favorable to the applicable Lenders).

Refinancing Amendments. (a) At any time after the Effective Closing Date, the Borrower may obtain, from any Lender or any Additional Term 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 Agreement (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 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 (i) will be unsecured or will rank pari passu or junior in right of payment and of security (including unsecured) 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 as agreed between the lenders providing such Credit Agreement Refinancing Indebtedness and the Borrower set forth in Section 4.02 and, to the extent reasonably requested by the Term Administrative Agent, receipt by the Term Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Effective Closing Date under Section 4.01 (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 are reasonably satisfactory to the Term Administrative Agent). Each Class of Credit Agreement Refinancing Indebtedness incurred under this Section 2.21 2.18 shall be in an aggregate principal amount that is (x) not less than $10,000,000 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 $1,000,000 10,000,000 in excess thereof (thereof. Any Refinancing Amendment may, 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 unless on terms substantially equivalent to the Borrower terms applicable to Letters of Credit and Swing Line Loans under the Term Administrative Agent otherwise agree)Revolving Commitments. The Term 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 Term Loans Loans, Other Revolving Loans, Other Revolving Commitments and/or Other Term Commitments). Any Refinancing Amendment may, without the consent of any other Lenders, effect such 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 the Borrower, to effect the provisions of this Section. 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 holding Revolving Commitments to Lenders holding extended revolving commitments in accordance with the terms of such Refinancing Amendment; provided, 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 be adjusted accordingly. (b) This Section 2.21 2.18 shall supersede any provisions in Section 2.18 2.12 or Section 9.02 10.01 to the contrary.

Refinancing Amendments. (a) At any time after the Effective Date, the Borrower may obtain, from any Lender or any Additional Term 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 Agreement (which for purposes of this clause (ai) 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 Commitments pursuant to a Refinancing Amendmentor (y) Other Revolving Loans or Other Revolving Commitments, as the case may be; 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 (or reduction) of outstanding Term Loans Indebtedness being so refinanced. The effectiveness of refinanced (or the case may be), as the case may be and accompanied by any Refinancing Amendment shall be subject to prepayment premium payable thereon in accordance with the satisfaction on the date thereof of the conditions as agreed between the 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 legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Effective Date under Section 4.01 (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 Term Administrative Agent)terms hereof. Each Class of Credit Agreement Refinancing Indebtedness incurred under this Section 2.21 shall be in an aggregate principal amount that is (x) not less than $10,000,000 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 $1,000,000 in excess thereof (in each case unless the Borrower and the Term 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 be required to act as “issuing bank” under any such Refinancing Amendment without its written consent. The Term 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 Term Loans Loans, Other Revolving Commitments and/or Other Term Commitments). Any Refinancing Amendment may, without the consent of any other Lenders, effect such 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 the Borrower, to effect the provisions of this Section. 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 holding Revolving Commitments to Lenders holding extended revolving commitments in accordance with the terms of such Refinancing Amendment; provided, 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 be adjusted accordingly. (b) This Section 2.21 shall supersede any provisions in Section 2.18 or Section 9.02 to the contrary.

Refinancing Amendments. (a) At any time after the Effective Closing Date, the Borrower may obtain, from any Lender or any Additional Term 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 Agreement (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 under this Agreement 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 as agreed between the lenders providing such Credit Agreement Refinancing Indebtedness and the Borrower set forth in Section 6 and, to the extent reasonably requested by the Term Administrative Agent, receipt by the Term Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Effective Closing Date under Section 4.01 (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 Term Administrative Agent)5. Each Class of Credit Agreement Refinancing Indebtedness incurred under this Section 2.21 2.17 shall be in an aggregate principal amount that is (x) not less than $10,000,000 in the case of Other Term Loans 20,000,000 and (y) an integral multiple of $1,000,000 in excess thereof (in each case unless the Borrower and the such Credit Agreement Refinancing Indebtedness is incurred to refinance all outstanding Term Administrative Agent otherwise agreeLoans with respect to a Class). . (b) The Term 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 Term Loans and Commitments subject thereto as Other Term Loans and/or Other Term Loan Commitments). Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Credit Documents as may be necessary or appropriate, in the reasonable opinion of the Term Administrative Agent and the Borrower, to effect the provisions of this SectionSection 2.17. (bc) This Section 2.21 2.17 shall supersede any provisions in Section 2.18 12.06 or Section 9.02 12.12 to the contrary.

Refinancing Amendments. (a) At any time On one or more occasions after the Effective Closing Date, the Borrower may obtain, from any Lender or any Additional Term Lender, Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Term Loans then outstanding under this Agreement (which for purposes of this clause (a) will be deemed to include any then outstanding Other Term or Revolving Loans) , in the form of Other Term Refinancing Loans or Other Term Refinancing Commitments made 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 the conditions as agreed between the 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 legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Effective Date under Section 4.01 (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 Term Administrative Agent). Each Class issuance of Credit Agreement Refinancing Indebtedness incurred under this Section 2.21 2.15 shall be in an aggregate principal amount that is (x) not less than $10,000,000 in the case of Other Term Loans 1,000,000 and (y) an integral multiple of $1,000,000 500,000 in excess thereof. (b) The effectiveness of any Refinancing Amendment will be subject only to the satisfaction on the date thereof (in each case unless of such conditions as may be requested by the Borrower and providers of the Term applicable Refinancing Loans. The Administrative Agent otherwise agree). The Term Administrative Agent shall will 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 will be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Credit Agreement Refinancing Indebtedness Loans incurred pursuant thereto (including any amendments necessary to treat the Term Loans and Commitments or Revolving Loans subject thereto as Other Refinancing Term Loans and/or Other Term Commitmentsor Refinancing Revolving Loans, respectively). . (c) Any Refinancing Amendment may, without the consent of any Person other Lendersthan the Administrative Agent, the Borrower and the Persons providing the applicable Refinancing Loans, effect such 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 the Borrower, to effect the provisions of this Section. (b) Section 2.15. This Section 2.21 shall supersede 2.15 supersedes any provisions in Section 2.18 or Section 9.02 10.01 to the contrary.

Refinancing Amendments. (a) At So long as no Specified Default exists or would arise therefrom, at any time after the Effective Closing Date, the Borrower Borrowers may obtain, from any Lender, any Additional Lender or any Additional Term Lenderother Person, Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Term Loans then outstanding under this Agreement Facility (which for purposes of this clause (a) will be deemed to include any 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 FILO Tranche unless (1) the Loans comprising the FILO Tranche are the only Loans outstanding 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 Commitments 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 such Credit Agreement Refinancing Indebtedness any Person (iother than an existing Lender or an Additional Lender) 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 providing such Credit Agreement Refinancing Indebtedness shall be applied, substantially concurrently with the incurrence thereof, subject to the prepayment approval of outstanding 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 being so refinanced. 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 as agreed between the lenders providing such Credit Agreement Refinancing Indebtedness set forth in SubsectionSubsections 6.2(a) and the Borrower 6.2(b) and, to the extent reasonably requested by the Term Administrative Agent, receipt by the Term Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements substantially consistent with those delivered on the Effective Closing Date under Section 4.01 Subsection 6.1 (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 opinion). Any Refinancing Amendment may provide for the issuance of Letters of Credit for the account of any Borrower, or the provision to the Term Administrative Agent). Each Class Borrowers of Swingline Loans, pursuant to any Other Revolving Credit Agreement Refinancing Indebtedness incurred under this Section 2.21 shall be in an aggregate principal amount that is (x) not less than $10,000,000 in the case of Other Term Loans and (y) an integral multiple of $1,000,000 in excess thereof (Commitments established thereby, in each case unless on terms substantially equivalent to the Borrower terms applicable to Letters of Credit and Swingline Loans under the Term Administrative Agent otherwise agree). Commitments. (c) The Term 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 ABL Term Loans Loans, Other Revolving Credit Loans, Other Revolving Credit Commitments and/or Other ABL Term Commitments). Any The Lenders hereby irrevocably authorize the Administrative Agent to enter into any Refinancing Amendment may, without the consent of any other Lenders, to effect such 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 Term Administrative Agent and the BorrowerBorrower Representative, to effect the provisions of this SectionSubsection 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 holding Commitments to Lenders holding extended revolving commitments in accordance with the terms of such Refinancing Amendment; provided, 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 be adjusted accordingly. (b) This Section 2.21 shall supersede any provisions in Section 2.18 or Section 9.02 to the contrary.

Refinancing Amendments. (a) At any time after the Effective Closing Date, the Borrower may obtain, from any Lender or any Additional Term Lender, obtain Credit Agreement Refinancing Indebtedness Debt from any Additional Refinancing Lender, in respect of all or any portion of the Term Loans then outstanding under this 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 Commitments each case pursuant to a Refinancing Amendment; provided that such Credit Agreement Refinancing Indebtedness . (ib) 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 as agreed between the lenders providing such Credit Agreement Refinancing Indebtedness and the Borrower set forth in Section 5.2 and, to the extent reasonably requested by the Term Administrative Agent, to receipt by the Term Administrative Agent of (i) customary legal opinions, board resolutions, resolutions and officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Effective Closing Date under Section 4.01 (other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form counsels’ forms of opinion opinions reasonably satisfactory to the Term Administrative Agent). , and (ii) reaffirmation agreements and/or such amendments to the Security Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Credit Agreement Refinancing Debt is provided with the benefit of the applicable Loan Documents. (c) Each Class issuance of Credit Agreement Refinancing Indebtedness incurred under this Section 2.21 Debt shall be in an aggregate principal amount that is (x) not less than $10,000,000 in the case of Other Term Loans 25,000,000, and (y) an integral multiple of $1,000,000 in excess thereof 1,000,000. (in each case unless the Borrower and the Term Administrative Agent otherwise agree). The Term Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. d) Each of the parties hereto hereby agrees that, upon that this Agreement and the effectiveness of any other Loan Documents may be amended pursuant to a Refinancing Amendment, this Agreement shall be deemed amended 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 thereto, and (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans and/or Other Term Commitments). Any Refinancing Amendment may, without the consent of any other Lenders, 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 the Borrower, to effect the provisions of this SectionSection 2.14, 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, 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 not 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 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 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 deemed to exclude such Refinancing Revolving Commitments and Refinancing Revolving Loans. (b) This Section 2.21 shall supersede any provisions in Section 2.18 or Section 9.02 to the contrary.

Refinancing Amendments. (a) At any time after the Effective Dateand from time to time, the Borrower may obtain, from any Lender or any Additional Term Lender, Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Term Loans or Commitments then outstanding under this Agreement (which for purposes of this clause (a) will be deemed to include any then outstanding Other Term Loans) Agreement, in the form of Other Term Loans or Other Term Commitments each 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 (i) will be unsecured have the ability to decline mandatory prepayments, any such mandatory prepayment that is not accepted by such Lenders 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 Additional Lenders thereof, and (iii) the Net Proceeds of such Credit Agreement Refinancing Indebtedness shall be applied, substantially concurrently with subject to the incurrence thereofright of any applicable Lender to decline mandatory prepayments (if any), to the prepayment of outstanding non-refinanced Term Loans of the Class being so refinanced). The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions as agreed between the lenders providing such Credit Agreement Refinancing Indebtedness and the Borrower andset forth in Section 4.01 (including, solely to the extent reasonably requested by the Term Administrative Agent, receipt by the Term Administrative Agent of customary legal opinions, board resolutions, officers’ certificates and/or or reaffirmation agreements consistent with those delivered on the Effective Closing Date under Section 4.01 (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 Term Administrative Agent)). Each Class incurrence of Credit Agreement Refinancing Indebtedness incurred under this Section 2.21 2.20 shall be in an aggregate principal amount that is (x) of not less than $10,000,000 in the case of Other Term Loans and (y) an integral multiple of $1,000,000 in excess thereof (in each case unless the Borrower and the Term Administrative Agent otherwise agree)25.0 million. The Term 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 Term Loans and Commitments subject thereto as Other Term Loans and/or Other Term CommitmentsLoans). Any Refinancing Amendment may, without the consent of any person other Lendersthan the Administrative Agent, the Borrower and the Lenders or Additional Lenders providing the applicable Credit Agreement Refinancing Indebtedness, effect such 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 the Borrower, to effect the provisions of this Section. (b) Section 2.20. This Section 2.21 2.20 shall supersede any provisions in Section 2.18 or Section 9.02 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, 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 such commitment to provide Other Term Loans), (b) the Administrative Agent shall have consented (such consent not to 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 Other Term Loans by any Non-Debt Fund Affiliate shall be subject to the 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. (a1) At any time after the Effective Amendment and Restatement Date, the Borrower may obtain, from any Lender or any Additional Lender (it being understood that (i) no Lender shall be required to provide any Other Loan without its consent, (ii) [reserved] and (iii) Other Term LenderLoans provided by Affiliated Lenders shall be subject to the limitations set forth in Section 10.07(g)), Credit Agreement Refinancing Indebtedness in respect of Other Loans to refinance all or any portion of the Term applicable Class or Classes of Loans then outstanding under this Agreement (which for purposes of this clause (a) will be deemed made pursuant to include any then outstanding Other Term Loan Commitments, in the case of Other Term Loans) in the form of Other Term Loans or Other Term Commitments , pursuant to a Refinancing Amendment; provided that such Credit Agreement Refinancing Indebtedness Other Loans (i) will be unsecured or will shall rank pari passu or junior equal in priority in right of payment and of security with the other Loans and Commitments hereunder, (ii) will 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 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 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 such pricing and optional prepayment terms 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 thereofthereof (and, and (iii) solely in the Net Proceeds case of such Credit Agreement Refinancing Indebtedness shall be applied, substantially concurrently any Other Term Loans that rank pari passu in right of security with the incurrence thereofAmendment and Restatement Date Term Loans, 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 the conditions as agreed between the lenders providing such Credit Agreement Refinancing Indebtedness and the Borrower andMFN 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) will 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 Term Administrative Agent, receipt deliver customary reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Term Administrative Agent in order to ensure that such Other Loans are provided with the benefit of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Effective Date under Section 4.01 applicable Loan Documents. (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 Term Administrative Agent). 2) Each Class of Credit Agreement Refinancing Indebtedness Other Commitments and Other Loans incurred under this Section 2.21 2.15 shall be in an aggregate principal amount that is (x) not less than $10,000,000 in the case of Other Term Loans and (y) an integral multiple of $1,000,000 in excess thereof (in each case unless the Borrower and the Term Administrative Agent otherwise agree)5.0 million. The Term 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 Other Commitments and Other Loans incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans and/or Other Term Commitments as Loans and Commitments). Any Refinancing Amendment may, without the consent of any other Lenders, effect such 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 the Borrower, to effect the provisions of this SectionSection 2.15. (b3) This Section 2.21 2.15 shall supersede any provisions in Section 2.18 2.12, 2.13 or Section 9.02 10.01 to the contrary.

Refinancing Amendments. (a) At any time On one or more occasions after the Effective Escrow Release Date, the Borrower Borrowers may obtain, from any Lender or any Additional Term Refinancing Lender, Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Term Loans then outstanding under this 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 pursuant to a Refinancing Amendment; provided that such Credit Agreement Refinancing Indebtedness . (ib) 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 as agreed between the lenders providing such Credit Agreement Refinancing Indebtedness and the Borrower set forth in Section 4.2 and, to the extent reasonably requested by the Term Administrative Agent, receipt by the Term Administrative Agent of (i) customary legal opinions, board resolutions, resolutions and officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Effective Original Closing Date under Section 4.01 (other than changes to such legal opinions opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Term Administrative Agent). Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Agent in order to ensure that such Credit Agreement Refinancing Indebtedness is provided with the benefit of the applicable Financing Agreements. (c) Each Class issuance of Credit Agreement Refinancing Indebtedness incurred under this Section 2.21 2.9(a) shall be in an aggregate principal amount that is (x) not less than $10,000,000 in the case of Other Term Loans 25,000,000 and (y) an integral multiple of $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 promptly notify each Lender as to the effectiveness of each Refinancing Amendment. d) Each of the parties hereto hereby agrees that, upon that this Agreement and the effectiveness of any other Financing Agreements may be amended pursuant to a Refinancing Amendment, this Agreement shall be deemed amended 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 thereto, (including any amendments necessary ii) make such other changes to treat this Agreement and the Loans other Financing Agreements consistent with the provisions and Commitments subject thereto as Other Term Loans and/or Other Term Commitments). Any Refinancing Amendment may, intent of Section 12.3(g) (without the consent of any other Lenders, the Required Lenders called for therein) and (iii) 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 Term Administrative Agent and the Parent Borrower, to effect the provisions of this SectionSection 2.9, and the Required Lenders hereby expressly authorize the Agent to enter into any such Refinancing Amendment. (b) This Section 2.21 shall supersede any provisions in Section 2.18 or Section 9.02 to the contrary.

Refinancing Amendments. (a) At any time after the Effective Closing Date, the Borrower may obtain, from any Lender or any Additional 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 (which for purposes of this clause (a) will be deemed made pursuant 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; provided that such Credit Agreement Refinancing Indebtedness Other Term Loans (i) will be unsecured or will may rank pari passu or junior equal in priority in right of payment and of security with the other Loans and Commitments hereunder, (iiii)(A) will have such pricing interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts, original issue discounts and optional prepayment terms and premiums as may be agreed by the Borrower and the Lenders thereof, and thereof and/or (iiiB) the Net Proceeds of such Credit Agreement Refinancing Indebtedness shall additional fees and/or premiums may be applied, substantially concurrently with the incurrence thereof, payable to the prepayment of outstanding Term Lenders providing such Other Loans being so refinanced. The effectiveness of in addition to any Refinancing Amendment shall be subject to the satisfaction on the date thereof of the conditions as agreed between items contemplated by the lenders providing such Credit Agreement Refinancing Indebtedness and the Borrower andpreceding clause (A), in each 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 Term Administrative Agent, receipt deliver customary reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Term Administrative Agent in order to ensure that such Other Term Loans are provided with the benefit of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Effective Date under Section 4.01 applicable Loan Documents. (other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form b) Each class of opinion reasonably satisfactory to the Other Term Administrative Agent). Each Class of Credit Agreement Refinancing Indebtedness Loan Commitments and Other Term Loans incurred under this Section 2.21 2.14 shall be in an aggregate principal amount that is (x) not less than $10,000,000 in 20,000,000 (or, if less, the case remaining permitted amount of such Other Term Loans Loan Commitments and (y) an integral multiple of $1,000,000 in excess thereof (in each case unless the Borrower and the Other Term Administrative Agent otherwise agreeLoans). The Term 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 Other Term Loan Commitments and Other Term Loans incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans and/or Other Term Loan Commitments as Loans and Commitments). Any Refinancing Amendment may, without the consent of any other Lenders, effect such 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 the Borrower, to effect the provisions of this SectionSection 2.14. (bc) This Section 2.21 2.14 shall supersede any provisions in Section 2.18 2.12, 2.13 or Section 9.02 11.01 to the contrary. For the avoidance of doubt, any of the provisions of this Section 2.14 may be 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 11.01, 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. (a) At any time after the Effective Dateand from time to time, the Borrower Parties may obtain, from any Lender or any Additional Term Lender, Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Term Loans and Commitments then outstanding under this Agreement (which for purposes of this clause (a) will be deemed to include any then outstanding Other Term Loans) Agreement, in the form of Other Term Loans or Other Term Commitments each case, pursuant to a Refinancing Amendment; provided that such Credit Agreement Refinancing Indebtedness Amendment 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) will such consent would be unsecured required with regard to the identity of potential lenders pursuant to Section 9.04, such consent not to be unreasonably withheld, delayed or will rank pari passu or junior in right of payment conditioned, and of security with the other Loans and Commitments hereunder, (ii) will have the Administrative Agent, the Swingline Lender and such pricing and optional prepayment terms as may be agreed by the Borrower and the Lenders thereof, and (iii) the Net Proceeds of Issuing Banks shall remain in such Credit Agreement Refinancing Indebtedness shall be applied, substantially concurrently capacity in connection with the incurrence thereof, to the prepayment of outstanding Term Loans being so refinancedReplacement Revolving Commitments). The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions as agreed between the lenders providing such Credit Agreement Refinancing Indebtedness and the Borrower andset forth in Section 4.01 (including, solely to the extent reasonably requested by the Term Administrative Agent, receipt by the Term Administrative Agent of customary legal opinions, board resolutions, officers’ certificates and/or or reaffirmation agreements consistent with those delivered on the First Restatement Effective Date under Section 4.01 4.02 (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 Term Administrative Agent). Each Class of Credit Agreement Refinancing Indebtedness incurred under this Section 2.21 shall be in an aggregate principal amount that is (x) not less than $10,000,000 in the case of Other Term Loans and (y) an integral multiple of $1,000,000 in excess thereof (in each case unless the Borrower and the Term Administrative Agent otherwise agree). The Term 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 Replacement Revolving Commitments established pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans and/or Other Term Commitments)thereto. Any Refinancing Amendment may, without the consent of any person other Lendersthan the Administrative Agent, the Swingline Lender, the Issuing Banks, the Borrower and the Lenders providing the applicable Credit Agreement Refinancing Indebtedness, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Term Administrative Agent Agent, the Swingline Lender, the Issuing Banks and the BorrowerBorrower Parties, to effect the provisions of this Section. (b) Section 2.22. This Section 2.21 2.22 shall supersede any provisions in Section 2.18 or Section 9.02 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 (b) the Administrative Agent, the Swingline Lender and each Issuing Bank shall have consented (such consent not to be unreasonably withheld, delayed or conditioned) to such person’s providing such Replacement Revolving Commitments if such consent would be required under Section 9.04 for an assignment of Loans or Commitments to such person.

Refinancing Amendments. (a1) At any time after the Effective Closing Date, the Borrower may obtain, from any Lender or any Additional Lender (it being understood that (i) no Lender shall be required to provide any Other Loan without its consent, (ii) Affiliated Lenders may not provide Other Revolving Commitments and (iii) Other Term LenderLoans provided by Affiliated Lenders shall be subject to the limitations set forth in Section 10.07(h)), Credit Agreement Refinancing Indebtedness in respect of Other Loans to refinance all or any portion of the Term applicable Class or Classes of Loans then outstanding under this Agreement (which for purposes of this clause (a) will be deemed made pursuant to include any then outstanding Other Term Loan Commitments, in the case of Other Term Loans) , and pursuant to Other Revolving Commitments, in the form case of Other Term Loans or Other Term Commitments Revolving Loans, in each case pursuant to a Refinancing Amendment; provided that such Credit Agreement Refinancing Indebtedness Other Loans and Other Revolving Commitments (i) will be unsecured or will shall rank pari passu or junior equal in priority in right of payment and of security with the other Loans and Commitments hereunder, (ii) will 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 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)(A) shall have such pricing interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts, original issue discounts and optional prepayment terms and premiums as may be agreed by the Borrower and the Lenders thereof, and thereof and/or (iiiB) the Net Proceeds of such Credit Agreement Refinancing Indebtedness shall be applied, substantially concurrently with the incurrence thereof, may provide for additional fees and/or premiums payable to the prepayment of outstanding Term Lenders providing such Other Loans being so refinanced. The effectiveness of in addition to any Refinancing Amendment shall be subject to the satisfaction on the date thereof of the conditions as agreed between items contemplated by the lenders providing such Credit Agreement Refinancing Indebtedness and the Borrower andpreceding 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) 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, (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 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 Term Administrative Agent, receipt deliver customary reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Term Administrative Agent in order to ensure that such Other Loans or Other Revolving Commitments are provided with the benefit of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Effective Date under Section 4.01 applicable Loan Documents. (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 Term Administrative Agent). 2) Each Class of Credit Agreement Refinancing Indebtedness Other Commitments and Other Loans incurred under this Section 2.21 2.15 shall be in an aggregate principal amount that is (x) not less than $10,000,000 in the case of Other Term Loans and (y) an integral multiple of $1,000,000 in excess thereof (in each case unless the Borrower and the Term Administrative Agent otherwise agree)5.0 million. The Term 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 Other Commitments and Other Loans incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans and/or Other Term Commitments as Loans and Commitments). Any Refinancing Amendment may, without the consent of any other Lenders, effect such 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 the Borrower, to effect the provisions of this SectionSection 2.15. (b3) This Section 2.21 2.15 shall supersede any provisions in Section 2.18 2.12, 2.13 or Section 9.02 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).

Refinancing Amendments. (a) At any time On one or more occasions after the Effective Closing Date, the Borrower may obtain, from any Lender or any Additional Term Refinancing Lender, Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Term Loans then outstanding under this Agreement (which for purposes of this clause (aSection 2.15(a) will be deemed to include any then outstanding Other Refinancing Term Loans and Incremental Term Loans) ), in the form of Other Refinancing Term Loans or Other Refinancing Term Commitments pursuant to a Refinancing Amendment; provided that such Credit Agreement Refinancing Indebtedness (i) will be unsecured notwithstanding anything to the contrary in this Section 2.15 or will rank pari passu or junior in right of payment and of security with the other Loans and Commitments hereunderotherwise, (ii) will have such pricing and optional prepayment terms as may be agreed by the Borrower and the Lenders thereof, and (iii1) 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. 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 as agreed between the lenders providing such Credit Agreement Refinancing Indebtedness and the Borrower set forth in Section 4.02 and, to the extent reasonably requested by the Term Administrative Agent, receipt by the Term Administrative Agent of (i) customary legal opinions, board resolutions, resolutions and officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Effective Closing Date under Section 4.01 (other than changes to such legal opinions opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Term Administrative Agent and the Mexican Collateral Agent). , as 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. (c) Each Class issuance of Credit Agreement Refinancing Indebtedness incurred under this Section 2.21 2.15(a) shall be in an aggregate principal amount that is (x) not less than $10,000,000 in the case of Other Term Loans 50,000,000 and (y) an integral multiple of $1,000,000 25,000,000 in excess thereof thereof. (in each case unless the Borrower and the Term Administrative Agent otherwise agree). The Term Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. d) Each of the parties hereto hereby agrees that, upon that this Agreement and the effectiveness of any other Loan Documents may be amended pursuant to a Refinancing Amendment, this Agreement shall be deemed amended 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 and (including any amendments necessary ii) make such other changes to treat this Agreement and the Loans other Loan Documents consistent with the provisions and Commitments subject thereto as Other Term Loans and/or Other Term Commitments). Any Refinancing Amendment may, intent of Section 10.01 (without the consent of any other Lenders, 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 Term Administrative Agent and the Borrower, to effect the provisions of this SectionSection 2.15, and the Required Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment. (be) This Section 2.21 2.15 shall supersede any provisions in Section 2.18 2.13 or Section 9.02 10.01 to the contrary.

Refinancing Amendments. (a) At any time On one or more occasions after the Effective Escrow Release Date, the Borrower Borrowers may obtain, from any Lender or any Additional Term Refinancing Lender, Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Term Loans then outstanding under this 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 pursuant to a Refinancing Amendment; provided that such Credit Agreement Refinancing Indebtedness . (ib) 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 as agreed between the lenders providing such Credit Agreement Refinancing Indebtedness and the Borrower set forth in Section 4.2 and, to the extent reasonably requested by the Term Administrative Agent, receipt by the Term Administrative Agent of (i) customary legal opinions, board resolutions, resolutions and officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Effective Original Closing Date under Section 4.01 (other than changes to such legal opinions opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Term Administrative Agent). Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Agent in order to ensure that such Credit Agreement Refinancing Indebtedness is provided with the benefit of the applicable Financing Agreements. (c) Each Class issuance of Credit Agreement Refinancing Indebtedness incurred under this Section 2.21 2.9(a) shall be in an aggregate principal amount that is (x) not less than $10,000,000 in the case of Other Term Loans 25,000,000 and (y) an integral multiple of $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 promptly notify each Lender as to the effectiveness of each Refinancing Amendment. d) Each of the parties hereto hereby agrees that, upon that this Agreement and the effectiveness of any other Financing Agreements may be amended pursuant to a Refinancing Amendment, this Agreement shall be deemed amended 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 thereto, (including any amendments necessary ii) make such other changes to treat this Agreement and the Loans other Financing Agreements consistent with the provisions and Commitments subject thereto as Other Term Loans and/or Other Term Commitments). Any Refinancing Amendment may, intent of Section 12.3(g) (without the consent of any other Lenders, the Required Lenders called for therein) and (iii) 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 Term Administrative Agent and the Parent Borrower, to effect the provisions of this SectionSection 2.9, and the Required Lenders hereby expressly authorize the Agent to enter into any such Refinancing Amendment. (be) This Section 2.21 shall supersede any provisions in Section 2.18 or Section 9.02 Notwithstanding anything to the contrarycontrary in this Agreement, 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 be permitted under this Agreement.

Refinancing Amendments. (a) At any time On one or more occasions after the Effective Closing Date, the Borrower may obtain, from any Lender or any Additional Term 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 (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 Commitments pursuant to a Refinancing AmendmentAmendment in accordance with this Section 2.17 (each, an “Additional Refinancing Lender”); provided that the Administrative Agent shall have consented (such Credit Agreement consent not to be unreasonably withheld or delayed) to such Lender’s or Additional Refinancing Indebtedness 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 (ibut not on a greater than pro rata basis) will be unsecured or will rank pari passu or junior as among the various Classes of Term Loans (in right of payment and of security accordance with the other respective outstanding principal amounts thereof) in any voluntary or mandatory repayments or prepayments of Term Loans and Commitments hereunder, as specified in the applicable Refinancing Amendment; (iib) 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 as agreed between the lenders providing such Credit Agreement Refinancing Indebtedness and the Borrower set forth in Section 4.02 and, to the extent reasonably requested by the Term Administrative Agent, receipt by the Term Administrative Agent of of (i) customary legal opinions, board resolutions, resolutions and officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Effective Closing Date under Section 4.01 (other than changes to such legal opinions opinion resulting from a change Change in lawLaw, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Term Administrative Agent). Agent and (ii) reaffirmation agreements and/or such amendments to the Security Documents (including modifications to the Mortgages) as may be reasonably requested by the Administrative Agent in order to ensure that the enforceability of the Security Documents and the perfection and priority of the Liens thereunder are preserved and maintained. (c) Each Class issuance of Credit Agreement Refinancing Indebtedness incurred under this Section 2.21 2.17(a) shall be in an aggregate principal amount that is (x) not less than $10,000,000 in the case of Other Term Loans and 5,000,000. (yd) an integral multiple of $1,000,000 in excess thereof (in each case unless the Borrower and the Term Administrative Agent otherwise agree). The Term Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon that this Agreement and the effectiveness of any other Loan Documents may be amended pursuant to a Refinancing Amendment, this Agreement shall be deemed amended 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 and (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans and/or Other Term Commitments). Any Refinancing Amendment may, without the consent of any other Lenders, 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 the Borrower, to effect the provisions of this SectionSection 2.17, and the Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment. (be) This Section 2.21 2.17 shall supersede any provisions in Section 2.18 or Section 9.02 10.01 to the contrary.

Refinancing Amendments. (a) At any time after the Effective Fourth Restatement Closing Date, the Borrower may obtain, from any Lender or any Additional Term Lender, obtain Credit Agreement Refinancing Indebtedness Debt from any Additional Refinancing Lender, in respect of all or any portion of the Term Loans then outstanding under this 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 Commitments each case pursuant to a Refinancing Amendment; provided that such Credit Agreement Refinancing Indebtedness . (ib) 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 as agreed between the lenders providing such Credit Agreement Refinancing Indebtedness and the Borrower set forth in Section 5.2 and, to the extent reasonably requested by the Term Administrative Agent, to receipt by the Term Administrative Agent of (i) customary legal opinions, board resolutions, resolutions and officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Effective Fourth Restatement Closing Date under Section 4.01 (other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form counsels’ forms of opinion opinions reasonably satisfactory to the Term Administrative Agent). , and (ii) reaffirmation agreements and/or such amendments to the Security Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Credit Agreement Refinancing Debt is provided with the benefit of the applicable Loan Documents. (c) Each Class issuance of Credit Agreement Refinancing Indebtedness incurred under this Section 2.21 Debt shall be in an aggregate principal amount that is (x) not less than $10,000,000 in the case of Other Term Loans 25,000,000, and (y) an integral multiple of $1,000,000 in excess thereof 1,000,000. (in each case unless the Borrower and the Term Administrative Agent otherwise agree). The Term Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. d) Each of the parties hereto hereby agrees that, upon that this Agreement and the effectiveness of any other Loan Documents may be amended pursuant to a Refinancing Amendment, this Agreement shall be deemed amended 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 thereto, and (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans and/or Other Term Commitments). Any Refinancing Amendment may, without the consent of any other Lenders, 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 the Borrower, to effect the provisions of this Section. (b) This Section 2.21 2.14, 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, 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 supersede any not 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 LC Termination Date will not be extended to reflect the Refinancing Revolving Commitments in Section 2.18 or Section 9.02 to such Facility, the contrary.Refinancing Revolving Lenders with such Refinancing Revolving Commitments shall not participate in Letters of Credit, and the use of the terms 1821445.29\C072091\0303228

Refinancing Amendments. (a) At any time On one or more occasions after the Effective Escrow Release Date, the Borrower Borrowers may obtain, from any Lender or any Additional Term Refinancing Lender, Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Term Loans then outstanding under this 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 pursuant to a Refinancing Amendment; provided that such Credit Agreement Refinancing Indebtedness . (ib) 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 as agreed between the lenders providing such Credit Agreement Refinancing Indebtedness and the Borrower set forth in Section 4.2 and, to the extent reasonably requested by the Term Administrative Agent, receipt by the Term Administrative Agent of (i) customary legal opinions, board resolutions, resolutions and officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Effective Original Closing Date under Section 4.01 (other than changes to such legal opinions opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Term Administrative Agent). Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Agent in order to ensure that such Credit Agreement Refinancing Indebtedness is provided with the benefit of the applicable Financing Agreements. (c) Each Class issuance of Credit Agreement Refinancing Indebtedness incurred under this Section 2.21 2.9(a) shall be in an aggregate principal amount that is (x) not less than $10,000,000 in the case of Other Term Loans 25,000,000 and (y) an integral multiple of $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 promptly notify each Lender as to the effectiveness of each Refinancing Amendment. d) Each of the parties hereto hereby agrees that, upon that this Agreement and the effectiveness of any other Financing Agreements may be amended pursuant to a Refinancing Amendment, this Agreement shall be deemed amended 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 thereto, (including any amendments necessary ii) make such other changes to treat this Agreement and the Loans other Financing Agreements consistent with the provisions and Commitments subject thereto as Other Term Loans and/or Other Term Commitments). Any Refinancing Amendment may, intent of Section 12.3(g) (without the consent of any other Lenders, the Required Lenders called for therein) and (iii) 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 Term Administrative Agent and the Parent Borrower, to effect the provisions of this SectionSection 2.9, and the Required Lenders hereby expressly authorize the Agent to enter into any such Refinancing Amendment. (be) This Section 2.21 shall supersede any provisions in Section 2.18 or Section 9.02 Notwithstanding anything to the contrarycontrary in this Agreement, the 2016-1 Term B-4 Loans and 2016-1 B-5 Loans shall be permitted under this Agreement.

Refinancing Amendments. (a) At any time On one or more occasions after the Effective Escrow Release Date, the Borrower Borrowers may obtain, from any Lender or any Additional Term Refinancing Lender, Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Term Loans then outstanding under this 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 pursuant to a Refinancing Amendment; provided that such Credit Agreement Refinancing Indebtedness . (ib) 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 as agreed between the lenders providing such Credit Agreement Refinancing Indebtedness and the Borrower set forth in Section 4.2 and, to the extent reasonably requested by the Term Administrative Agent, receipt by the Term Administrative Agent of (i) customary legal opinions, board resolutions, resolutions and officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Effective Original Closing Date under Section 4.01 (other than changes to such legal opinions opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Term Administrative Agent). Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Agent in order to ensure that such Credit Agreement Refinancing Indebtedness is provided with the benefit of the applicable Financing Agreements. (c) Each Class issuance of Credit Agreement Refinancing Indebtedness incurred under this Section 2.21 2.9(a) shall be in an aggregate principal amount that is (x) not less than $10,000,000 in the case of Other Term Loans 25,000,000 and (y) an integral multiple of $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 promptly notify each Lender as to the effectiveness of each Refinancing Amendment. d) Each of the parties hereto hereby agrees that, upon that this Agreement and the effectiveness of any other Financing Agreements may be amended pursuant to a Refinancing Amendment, this Agreement shall be deemed amended 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 thereto, (including any amendments necessary ii) make such other changes to treat this Agreement and the Loans other Financing Agreements consistent with the provisions and Commitments subject thereto as Other Term Loans and/or Other Term Commitments). Any Refinancing Amendment may, intent of Section 12.3(g) (without the consent of any other Lenders, the Required Lenders called for therein) and (iii) 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 Term Administrative Agent and the Parent Borrower, to effect the provisions of this SectionSection 2.9, and the Required Lenders hereby expressly authorize the Agent to enter into any such Refinancing Amendment. (be) This Section 2.21 shall supersede any provisions in Section 2.18 or Section 9.02 Notwithstanding anything to the contrarycontrary in this Agreement, 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 be permitted under this Agreement.

Refinancing Amendments. (a) At any time after the Effective Closing Date, so long as no Default or Event of Default has occurred and is continuing or would result therefrom, subject to the provisions of Section 2.10(a)(i), the Borrower may obtain, from any Lender existing Bank or any Additional Term LenderLoan 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 (which for purposes of this clause (a) will be deemed to include any then then-outstanding Other Term Loans) in the form of Other Term Loans or Other Term 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 the conditions as agreed between the lenders providing such Credit Agreement Refinancing Indebtedness and the Borrower andto, to the extent reasonably requested by the Term Administrative Agent, receipt by the Term Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Effective Closing Date under Section 4.01 (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 Term Administrative Agent)3.01. Each Class tranche of Credit Agreement Refinancing Indebtedness incurred under this Section 2.21 2.16 shall be in an aggregate principal amount that is (x) not less than $10,000,000 in the case of Other Term Loans 100,000,000 and (y) an integral multiple of $1,000,000 in excess thereof (in each case unless the Borrower and the Term Administrative Agent otherwise agree)thereof. The Term Administrative Agent shall promptly notify each Lender Bank 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 Term Loans and/or Other Term Commitments)thereto. Any Refinancing Amendment may, without the consent of any other LendersBanks, effect such amendments to this Agreement and the other Loan Financing Documents as may be necessary or appropriate, in the reasonable opinion of the Term Administrative Agent and the Borrower, to effect the provisions of this Section. (b) . This Section 2.21 2.16 shall supersede any provisions in Section 2.18 10.04 or Section 9.02 10.05 to the contrary.

Refinancing Amendments. (a1) At any time after the Effective Closing Date, the Borrower may obtain, from any Lender or any Additional Lender (it being understood that (i) no Lender shall be required to provide any Other Loan without its consent, (ii) Affiliated Lenders may not provide Other Revolving Commitments and (iii) Other Term LenderLoans provided by Affiliated Lenders shall be subject to the limitations set forth in Section 10.07(h)), Credit Agreement Refinancing Indebtedness in 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 (which for purposes of this clause (a) will be deemed made pursuant to include any then outstanding Other Term Loan Commitments, in the case of Other Term Loans) , and pursuant to Other Revolving Commitments, in the form case of Other Term Loans or Other Term Commitments Revolving Loans, in each case pursuant to a Refinancing Amendment; provided that such Credit Agreement Refinancing Indebtedness Other Loans and Other Revolving Commitments (i) will be unsecured or will shall rank pari passu or junior equal in priority in right of payment and of security with the other Loans and Commitments hereunder, (ii) will 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 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 have such pricing 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 optional prepayment terms and premiums as may be agreed by the Borrower and the Lenders thereof, and thereof and/or (iiiB) the Net Proceeds of such Credit Agreement Refinancing Indebtedness shall be applied, substantially concurrently with the incurrence thereof, may provide for additional fees and/or premiums payable to the prepayment of outstanding Term Lenders providing such Other Loans being so refinanced. The effectiveness of in addition to any Refinancing Amendment shall be subject to the satisfaction on the date thereof of the conditions as agreed between items contemplated by the lenders providing such Credit Agreement Refinancing Indebtedness and the Borrower andpreceding 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) 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, (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 Term Administrative Agent, receipt deliver customary reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Term Administrative Agent in order to ensure that such Other Loans or Other Revolving Commitments are provided with the benefit of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Effective Date under Section 4.01 applicable Loan Documents. (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 Term Administrative Agent). 2) Each Class of Credit Agreement Refinancing Indebtedness Other Commitments and Other Loans incurred under this Section 2.21 2.15 shall be in an aggregate principal amount that is (x) not less than $10,000,000 in the case of Other Term Loans and (y) an integral multiple of $1,000,000 in excess thereof (in each case unless the Borrower and the Term Administrative Agent otherwise agree)5,000,000. The Term 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 Other Commitments and Other Loans incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans and/or Other Term Commitments as Loans and Commitments). Any Refinancing Amendment may, without the consent of any other Lenders, effect such 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 the Borrower, to effect the provisions of this SectionSection 2.15. (b3) This Section 2.21 2.15 shall supersede any provisions in Section 2.18 2.12, 2.13 or Section 9.02 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.

Refinancing Amendments. (a) At any time after the Effective Date, the either Borrower may obtain, from any Lender or any Additional Term Lender, Credit Agreement Refinancing Indebtedness in respect of (a) all or any portion of the Term Loans then outstanding under this 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 Revolving Loans, Other Revolving Commitments, Extended Revolving Loans and Extended Revolving Commitments), in the form of Other Term Loans or Other Term Commitments each case pursuant to a Refinancing Amendment; provided that . Any such Credit Agreement Refinancing Indebtedness (i) will and all obligations in respect thereto shall 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 Loan Document Obligations that are secured 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 thereofCollateral, to the prepayment of outstanding Term Loans being so refinancedextent 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 as agreed between the lenders providing such Credit Agreement Refinancing Indebtedness and the Borrower set forth in Section 4.02 and, to the extent reasonably requested by the Term Administrative Agent, receipt by the Term Administrative Agent of legal opinions, board resolutions, officers’ certificates certificates, amendments to Security Documents and/or reaffirmation agreements consistent with those delivered on the Effective Date under Section 4.01 4 of the Second Amendment Agreement (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 Term Administrative Agent). Each Class of Credit Agreement Refinancing Indebtedness incurred under this Section 2.21 2.19 shall be in an aggregate principal amount that is (x) not less than $10,000,000 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 $1,000,000 5,000,000 in excess thereof (in each case unless the Borrower and the Term Administrative Agent otherwise agree)thereof. The Term 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 Term Loans Loans, Other Revolving Loans, Other Revolving Commitments and/or Other Term CommitmentsCommitments and as a separate “Tranche” and “Class” of Loans and Commitments hereunder). Any Refinancing Amendment may, without the consent of any other Lenders, effect such 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 the Dutch Borrower, to effect the provisions of this SectionSection 2.19, including amendments to Security Documents (or, to the 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 Effective Date under Section 4 of the Second Amendment Agreement. For the avoidance of doubt, the proceeds of any Credit Agreement Refinancing Indebtedness shall be applied, with respect to each Class of Term Borrowings so refinanced, pro rata to the Dutch Borrower and the French Borrower. (b) This Section 2.21 2.19 shall supersede any provisions in Section 2.18 2.16 or Section 9.02 to the contrary.

Refinancing Amendments. (a) At any time On one or more occasions after the Effective Escrow Release Date, the Borrower Borrowers may obtain, from any Lender or any Additional Term Refinancing Lender, Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Term Loans then outstanding under this 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 pursuant to a Refinancing Amendment; provided that such Credit Agreement Refinancing Indebtedness . (ib) 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 as agreed between the lenders providing such Credit Agreement Refinancing Indebtedness and the Borrower set forth in Section 4.2 and, to the extent reasonably requested by the Term Administrative Agent, receipt by the Term Administrative Agent of (i) customary legal opinions, board resolutions, resolutions and officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Effective Original Closing Date under Section 4.01 (other than changes to such legal opinions opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Term Administrative Agent). Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Agent in order to ensure that such Credit Agreement Refinancing Indebtedness is provided with the benefit of the applicable Financing Agreements. (c) Each Class issuance of Credit Agreement Refinancing Indebtedness incurred under this Section 2.21 2.9(a) shall be in an aggregate principal amount that is (x) not less than $10,000,000 in the case of Other Term Loans 25,000,000 and (y) an integral multiple of $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 promptly notify each Lender as to the effectiveness of each Refinancing Amendment. d) Each of the parties hereto hereby agrees that, upon that this Agreement and the effectiveness of any other Financing Agreements may be amended pursuant to a Refinancing Amendment, this Agreement shall be deemed amended 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 thereto, (including any amendments necessary ii) make such other changes to treat this Agreement and the Loans other Financing Agreements consistent with the provisions and Commitments subject thereto as Other Term Loans and/or Other Term Commitments). Any Refinancing Amendment may, intent of Section 12.3(g) (without the consent of any other Lenders, the Required Lenders called for therein) and (iii) 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 Term Administrative Agent and the Parent Borrower, to effect the provisions of this SectionSection 2.9, and the Required Lenders hereby expressly authorize the Agent to enter into any such Refinancing Amendment. (be) This Section 2.21 shall supersede any provisions in Section 2.18 or Section 9.02 Notwithstanding anything to the contrarycontrary in this Agreement, 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 be permitted under this Agreement.

Refinancing Amendments. (a) At any time after the Effective Acquisition Date, the Borrower may obtain, from any Lender or any Additional Term 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 (which for purposes of this clause (a) will be deemed made pursuant to include any then outstanding Other Term Loans) in the form of Other Term Loans or Other Term Commitments in each case pursuant to a Refinancing Amendment; provided that such Credit Agreement Refinancing Indebtedness Other Loans (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 pricing, premiums and optional prepayment pre- payment or redemption terms as may be agreed by the Borrower and the Lenders thereof, and (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 Net Proceeds of such Credit Agreement Refinancing Indebtedness shall be appliedLoans being refinanced and (iv) will have terms and conditions that are substantially identical to, substantially concurrently with the incurrence thereof, or (taken as a whole) are no more favorable to the prepayment of outstanding lenders or holders providing such Other Term Commitments and Other Loans than those applicable to the Loans being so refinanced; provided, further, that the terms and conditions applicable to such Other Term Commitments and Other Loans 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 Other Term Commitments and Other Loans are 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 as agreed between the lenders providing such Credit Agreement Refinancing Indebtedness and the Borrower set forth in Section 4.02 and, to the extent reasonably requested by the Term Administrative Agent, receipt by the Term Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Effective Closing Date under Section 4.01 (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 Term Administrative Agent). Each Class of Credit Agreement Refinancing Indebtedness Other Term Commitments and Other Loans incurred under this Section 2.21 2.13 shall be in an aggregate principal amount that is (x) not less than $10,000,000 in the case of Other Term Loans and (y) an integral multiple of $1,000,000 in excess thereof (in each case unless the Borrower and the Term Administrative Agent otherwise agree)50,000,000. The Term 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 Other Term Commitments and Other Loans incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans and/or Other Term Commitments as Loans and Commitments). Any Refinancing Amendment may, without the consent of any other Lenders, effect such 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 the Borrower, to effect the provisions of this Section. (b) Section 2.13. This Section 2.21 2.13 shall supersede any provisions in Section 2.18 2.11 or Section 9.02 10.01 to the contrary. No Lender shall be under any obligation to provide any Other Term Commitment unless such Lender executes a Refinancing Amendment.

Refinancing Amendments. (a) At So long as no Specified Default exists or would arise therefrom, at any time after the Effective Closing Date, the Borrower Borrowers may obtain, from any Lender, any Additional Lender or any Additional Term Lenderother Person, Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Term Loans then outstanding under this Agreement Facility (which for purposes of this clause (a) will be deemed to include any 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 FILO Tranche unless (1) the Loans comprising the FILO Tranche are the only Loans outstanding 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 Commitments 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 such Credit Agreement Refinancing Indebtedness any Person (iother than an existing Lender or an Additional Lender) 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 providing such Credit Agreement Refinancing Indebtedness shall be applied, substantially concurrently with the incurrence thereof, subject to the prepayment approval of outstanding 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 being so refinanced. 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 as agreed between the lenders providing such Credit Agreement Refinancing Indebtedness set forth in Subsection 6.2(a) and the Borrower 6.2(b) and, to the extent reasonably requested by the Term Administrative Agent, receipt by the Term Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements substantially consistent with those delivered on the Effective Closing Date under Section 4.01 Subsection 6.1 (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 opinion). Any Refinancing Amendment may provide for the issuance of Letters of Credit for the account of any Borrower, or the provision to the Term Administrative Agent). Each Class Borrowers of Swingline Loans, pursuant to any Other Revolving Credit Agreement Refinancing Indebtedness incurred under this Section 2.21 shall be in an aggregate principal amount that is (x) not less than $10,000,000 in the case of Other Term Loans and (y) an integral multiple of $1,000,000 in excess thereof (Commitments established thereby, in each case unless on terms substantially equivalent to the Borrower terms applicable to Letters of Credit and Swingline Loans under the Term Administrative Agent otherwise agree). Commitments. (c) The Term 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 ABL Term Loans Loans, Other Revolving Credit Loans, Other Revolving Credit Commitments and/or Other ABL Term Commitments). Any The Lenders hereby irrevocably authorize the Administrative Agent to enter into any Refinancing Amendment may, without the consent of any other Lenders, to effect such 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 Term Administrative Agent and the BorrowerBorrower Representative, to effect the provisions of this SectionSubsection 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 holding Commitments to Lenders holding extended revolving commitments in accordance with the terms of such Refinancing Amendment; provided, 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 be adjusted accordingly. (b) This Section 2.21 shall supersede any provisions in Section 2.18 or Section 9.02 to the contrary.

Refinancing Amendments. (a) At any time after the Effective Date, the Borrower may obtain, from any Lender or any Additional Term Lender, Credit Agreement Refinancing Indebtedness in respect of (a) all or any portion of the Term Loans then outstanding under this 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 Revolving Loans, Other Revolving Commitments, Extended Revolving Loans and Extended Revolving Commitments), in the form of Other Term Loans or Other Term Commitments each case pursuant to a Refinancing Amendment; provided that . Any such Credit Agreement Refinancing Indebtedness (i) will and all obligations in respect thereto shall be unsecured or will rank Loan Document Obligations that are secured by the Collateral on a pari passu or (at the option of the Borrower) junior in right of payment and of security basis with the all 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 refinancedapplicable Loan Document Obligations. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions as agreed between the lenders providing such Credit Agreement Refinancing Indebtedness and the Borrower set forth in Section 4.02 and, to the extent reasonably requested by the Term Administrative Agent, receipt by the Term Administrative Agent of legal opinions, board resolutions, officers’ certificates certificates, amendments to Security Documents and/or reaffirmation agreements consistent with those delivered on the Effective Date under Section 4.01 (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 Term Administrative Agent). Each Class of Credit Agreement Refinancing Indebtedness incurred under this Section 2.21 shall be in an aggregate principal amount that is (x) not less than $10,000,000 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 $1,000,000 5,000,000 in excess thereof (thereof. Any Refinancing Amendment may provide for the issuance of Letters of Credit for the account of the Borrower, or the provision to the Borrower of Swingline Loans, pursuant to any Other Revolving Commitments established thereby, in each case unless on terms substantially equivalent to the Borrower terms applicable to Letters of Credit and Swingline Loans under the Term Administrative Agent otherwise agree)Revolving Commitments. The Term 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 Term Loans Loans, Other Revolving Loans, Other Revolving Commitments and/or Other Term CommitmentsCommitments and as a separate “Tranche” and “Class” of Loans and Commitments hereunder). Any Refinancing Amendment may, without the consent of any other Lenders, effect such 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 the Borrower, to effect the provisions of this SectionSection 2.21. 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 Initial Revolving Maturity Date shall be reallocated from Lenders holding Revolving Commitments to Lenders holding Other Revolving Commitments in accordance with the terms of such Refinancing Amendment; provided, 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, without limitation, the commission applicable thereto) shall be adjusted accordingly. (b) This Section 2.21 shall supersede any provisions in Section 2.18 or Section 9.02 to the contrary.

Refinancing Amendments. (a) At any time after the Effective Closing Date, the Borrower may obtain, from any Lender or any Additional 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 (which for purposes of this clause (a) will be deemed made pursuant 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; provided that such Credit Agreement Refinancing Indebtedness Other Term Loans (i) will be unsecured or will may rank pari passu or junior equal in priority in right of payment and of security with the other Loans and Commitments hereunder, (iiii)(A) will have such pricing interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts, original issue discounts and optional prepayment terms and premiums as may be agreed by the Borrower and the Lenders thereof, and thereof and/or (iiiB) the Net Proceeds of such Credit Agreement Refinancing Indebtedness shall additional fees and/or premiums may be applied, substantially concurrently with the incurrence thereof, payable to the prepayment of outstanding Lenders providing such Other Term Loans being so refinanced. The effectiveness of in addition to any Refinancing Amendment shall be subject to the satisfaction on the date thereof of the conditions as agreed between items contemplated by the lenders providing such Credit Agreement Refinancing Indebtedness and the Borrower andpreceding clause (A), in each 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 Term Administrative Agent, receipt deliver customary reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Term Administrative Agent in order to ensure that such Other Term Loans are provided with the benefit of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Effective Date under Section 4.01 applicable Loan Documents. (other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form b) Each class of opinion reasonably satisfactory to the Other Term Administrative Agent). Each Class of Credit Agreement Refinancing Indebtedness Loan Commitments and Other Term Loans incurred under this Section 2.21 2.14 shall be in an aggregate principal amount that is (x) not less than $10,000,000 in 20,000,000 (or, if less, the case remaining permitted amount of such Other Term Loans Loan Commitments and (y) an integral multiple of $1,000,000 in excess thereof (in each case unless the Borrower and the Other Term Administrative Agent otherwise agreeLoans). The Term 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 Other Term Loan Commitments and Other Term Loans incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans and/or Other Term Loan Commitments as Loans and Commitments). Any Refinancing Amendment may, without the consent of any other Lenders, effect such 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 the Borrower, to effect the provisions of this SectionSection 2.14. (bc) This Section 2.21 2.14 shall supersede any provisions in Section 2.18 2.12, 2.13 or Section 9.02 11.01 to the contrary. For the avoidance of doubt, any of the provisions of this Section 2.14 may be 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 11.01, 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. (a) At any time On one or more occasions after the Effective Closing Date, the 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 Term 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 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) with respect to Refinancing Loans, any Affiliated Lender providing an Refinancing 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 Loans), Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Term any Class of Loans then outstanding under this Agreement (which for purposes of this clause (a) will be deemed to include any then outstanding Other Term Loans) Agreement, in the form of Other Term Refinancing Loans or Other Term Refinancing Commitments pursuant to a Refinancing Amendment; provided that such Credit Agreement Refinancing Indebtedness ; (ib) 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 (i) the conditions representations and warranties of each Loan Party set forth in Article 5 and in each other Loan Document shall be true and correct in all material respects (except that any representation and warranty that is qualified as agreed between to “materiality” or “material adverse effect” shall be true and correct in all respects as so qualified) on and as of the lenders providing date of such Credit Agreement Refinancing Indebtedness Amendment with the same effect as though made on and as of such date, except to the Borrower extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date (ii) no Default or Event of Default shall exist or would result from such proposed Refinancing Amendment or from the application of the proceeds therefrom and, (iii) to the extent reasonably requested by the Term Administrative Agent, receipt by the Term Administrative Agent of (x) customary legal opinions, board resolutions, resolutions and officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Effective Closing Date under Section 4.01 (other than changes to such legal opinions opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Term Administrative Agent). Agent and (y) 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. (c) Each Class issuance of Credit Agreement Refinancing Indebtedness incurred under this Section 2.21 2.15(a) shall be in an aggregate principal amount that is (x) not less than $10,000,000 in the case of Other Term Loans 25,000,000 and (y) an integral multiple of $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 promptly notify each Lender as to the effectiveness of each Refinancing Amendment. d) Each of the parties hereto hereby agrees that, upon that this Agreement and the effectiveness of any other Loan Documents may be amended pursuant to a Refinancing Amendment, this Agreement shall be deemed amended 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 and (including any amendments necessary ii) make such other changes to treat this Agreement and the Loans other Loan Documents consistent with the provisions and Commitments subject thereto as Other Term Loans and/or Other Term Commitments). Any Refinancing Amendment may, intent of the third paragraph of Section 10.01 (without the consent of any other Lenders, 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 Term Administrative Agent and the Borrower, to effect the provisions of this SectionSection 2.15, and the Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment. (be) This Section 2.21 Any secured Other Term Loans and Other Term Loan Commitments shall supersede any provisions in Section 2.18 or Section 9.02 be subject to the contraryClosing Date Intercreditor Agreement. (f) Other Term Loans may constitute “Priority Payment Lien Obligations” under the Closing Date Intercreditor Agreement solely to the extent (and not in a greater amount) that the Incremental Loans in respect of which the applicable Credit Agreement Refinancing Indebtedness is being obtained constituted “Priority Payment Lien Obligations” under the Closing Date Intercreditor Agreement.

Refinancing Amendments. (a) At any time after the Amendment Effective Date, the Borrower may obtain, from any Lender or any Additional Term Lender, obtain Credit Agreement Refinancing Indebtedness Debt from any Additional Refinancing Lender, in respect of all or any portion of the Term Loans then outstanding under this 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 Commitments each case pursuant to a Refinancing Amendment; provided that such Credit Agreement Refinancing Indebtedness . (ib) 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 as agreed between the lenders providing such Credit Agreement Refinancing Indebtedness and the Borrower set forth in Section 5.2 and, to the extent reasonably requested by the Term Administrative Agent, to receipt by the Term Administrative Agent of (i) customary legal opinions, board resolutions, resolutions and officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Amendment Effective Date under Section 4.01 (other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form counsels’ forms of opinion opinions reasonably satisfactory to the Term Administrative Agent). , and (ii) reaffirmation agreements and/or such amendments to the Security Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Credit Agreement Refinancing Debt is provided with the benefit of the applicable Loan Documents. (c) Each Class issuance of Credit Agreement Refinancing Indebtedness incurred under this Section 2.21 Debt shall be in an aggregate principal amount that is (x) not less than $10,000,000 in the case of Other Term Loans 25,000,000, and (y) an integral multiple of $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 promptly notify each Lender as to the effectiveness of each Refinancing Amendment. d) Each of the parties hereto hereby agrees that, upon that this Agreement and the effectiveness of any other Loan Documents may be amended pursuant to a Refinancing Amendment, this Agreement shall be deemed amended 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 thereto, and (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans and/or Other Term Commitments). Any Refinancing Amendment may, without the consent of any other Lenders, 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 the Borrower, to effect the provisions of this Section. (b) Section 2.14, 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 Commitment, the Swingline Termination Date will not be extended to reflect the Refinancing Revolving Commitments in such Facility, the Revolving Lenders with such Refinancing Revolving Commitments shall not 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 Commitment, the LC Termination Date will not be extended to reflect the Refinancing Revolving Commitments in such Facility, the Revolving Lenders with such Refinancing Revolving Commitments shall not participate in Letters of 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 deemed to exclude such Refinancing Revolving Commitments and Refinancing Revolving Loans. This Section 2.21 2.14 shall supersede any provisions in Section 2.18 2.11 or Section 9.02 10.2 to the contrary. For the avoidance of doubt, any of the provisions of this Section 2.14 may be amended with the consent of the Required Lenders.

Refinancing Amendments. (a) At any time after After the Effective Date, the Borrower may obtain, from any Lender or any Additional Term Lender, Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Term Loans then outstanding under this 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 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 (i) will be unsecured may provide for any additional or will rank pari passu different financial 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 covenants or other provisions that are agreed by between the Borrower and the Lenders thereof, thereof and (iii) applicable only during periods after the Net Proceeds of Latest Maturity Date that is in effect on the date such Credit Agreement Refinancing Indebtedness shall be appliedis issued, substantially concurrently with 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 incurrence thereof, to the prepayment of outstanding Term Loans being so refinancedapplicable Refinancing Amendment. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions as agreed between the lenders providing such Credit Agreement Refinancing Indebtedness set forth in Section 4.2(a) and the Borrower (b) and, to the extent reasonably requested by the Term Administrative Agent, receipt by the Term Administrative Agent of customary legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Effective Date under Section 4.01 4.1 (other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion opinion) or otherwise reasonably satisfactory to the Term Administrative Agent) (including, in the case of the Mortgages, mortgage amendments and date down endorsements with respect to the applicable title insurance policies). Each Class incurrence of Credit Agreement Refinancing Indebtedness incurred under this Section 2.21 2.14 shall be in an aggregate principal amount that is (x) of not less than $10,000,000 75,000,000.(i) $75,000,000 or (ii) in the case of Other Term Loans and (y) an integral multiple of $1,000,000 in excess thereof (in each case unless the Borrower and the Term Administrative Agent otherwise agree). The Term 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 in respect of Tranche B-2 Loans, $25,000,000 or, if less, the Loans and Commitments subject thereto as Other Term Loans and/or Other Term Commitments). Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion aggregate outstanding principal amount of the Term Administrative Agent and the Borrower, to effect the provisions of this Section. (b) This Section 2.21 shall supersede any provisions in Section 2.18 or Section 9.02 to the contrary.Tranche B-2

Refinancing Amendments. (a) At any time On one or more occasions after the Effective Closing Date, the 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 Agreement (which for purposes of this clause (a) will be deemed to include any then outstanding Other Term Loans) outstanding, Document Number: 1345735 -51- in the form of Other Refinancing Term Loans or Other Refinancing Term Commitments pursuant to a Refinancing Amendment; provided that such Credit Agreement Refinancing Indebtedness . (ib) 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 (i) the satisfaction on accuracy in all material respects of the representations and warranties set forth in Article V as of the date thereof of Incurrence of such Indebtedness, after giving effect to such Incurrence (except to the conditions extent that any such representation or warranty is expressly stated to be made as agreed between of an earlier date) and (ii) immediately after the lenders providing Incurrence of such Credit Agreement Refinancing Indebtedness and the Borrower Indebtedness, no Default or Event of Default exists and, to the extent reasonably requested by the Term Administrative Agent, receipt by the Term Administrative Agent of (x) customary legal opinions, board resolutions, resolutions and officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Effective Closing Date under Section 4.01 (other than changes to such legal opinions opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Term Administrative Agent). Agent and (y) 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. (c) Each Class issuance of Credit Agreement Refinancing Indebtedness incurred under this Section 2.21 2.14(a) shall be in an aggregate principal amount that is (x) not less than $10,000,000 in the case of Other Term Loans 25,000,000 and (y) an integral multiple of $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 promptly notify each Lender as to the effectiveness of each Refinancing Amendment. d) Each of the parties hereto hereby agrees that, upon that this Agreement and the effectiveness of any other Loan Documents may be amended pursuant to a Refinancing Amendment, this Agreement shall be deemed amended without the consent of any other Lenders, (i) to the extent (but only to the extent) necessary to reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred Incurred pursuant thereto and (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans and/or Other Term Commitments). Any Refinancing Amendment may, without the consent of any other Lenders, 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 the Borrower, to effect the provisions of this SectionSection 2.14, and the Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment. (b) This Section 2.21 shall supersede any provisions in Section 2.18 or Section 9.02 to the contrary.

Refinancing Amendments. (a) At any time after the Effective Date, the Borrower may obtain, from any Lender or any Additional Term Lender, Credit Agreement Refinancing Indebtedness in respect of (a) all or any portion of the Term Loans then outstanding under this 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 Revolving Loans) , Other Revolving Commitments, Extended Revolving Loans and Extended Revolving Commitments), in the form of (x) Other Term Loans or Other Term 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 . Any such Credit Agreement Refinancing Indebtedness (i) will and all obligations in respect thereto shall be unsecured or will rank Loan Document Obligations that are secured by the Collateral on a pari passu or (an the option of the Borrower) junior in right of payment and of security basis with the all 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 refinancedapplicable Loan Document Obligations. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions as agreed between the lenders providing such Credit Agreement Refinancing Indebtedness and the Borrower set forth in Section 4.02 and, to the extent reasonably requested by the Term Administrative Agent, receipt by the Term Administrative Agent of legal opinions, board resolutions, officers’ certificates certificates, amendments to Security Documents and/or reaffirmation agreements consistent with those delivered on the Effective Date under Section 4.01 (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 Term Administrative Agent). Each Class of Credit Agreement Refinancing Indebtedness incurred under this Section 2.21 shall be in an aggregate principal amount that is (x) not less than $10,000,000 in the case of Other Term Loans or $10,000,000 in the case of Other Revolving Loans and (y) an integral multiple of $1,000,000 in excess thereof (thereof. Any Refinancing Amendment may provide for the issuance of Letters of Credit for the account of the Company, or the provision to the Company of Swingline Loans, pursuant to any Other Revolving Commitments established thereby, in each case unless on terms substantially equivalent to the Borrower terms applicable to Letters of Credit and Swingline Loans under the Term Administrative Agent otherwise agree)Revolving Commitments. The Term 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 Term Loans Loans, Other Revolving Loans, Other Revolving Commitments and/or Other Term CommitmentsCommitments and as a separate “Tranche” and “Class” of Loans and Commitments hereunder). Any Refinancing Amendment may, without the consent of any other Lenders, effect such 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 the Borrower, to effect the provisions of this SectionSection 2.21. 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 Initial Revolving Maturity Date shall be reallocated from Lenders holding Revolving Commitments to Lenders holding Other Revolving Commitments in accordance with the terms of such Refinancing Amendment; provided, 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, without limitation, the commission applicable thereto) shall be adjusted accordingly. (b) This Section 2.21 shall supersede any provisions in Section 2.18 or Section 9.02 to the contrary.

Refinancing Amendments. (a) At So long as no Specified Default exists or would arise therefrom, at any time after the Effective Closing Date, the Borrower Borrowers may obtain, from any Lender, any Additional Lender or any Additional Term Lenderother Person, Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Term Loans then outstanding under this Agreement Facility (which for purposes of this clause (a) will be deemed to include any then outstanding (x) Other Term LoansRevolving Credit Loans and (y) Loans provided against the Incremental Revolving Commitments) in the form of one or more Other Term Revolving Credit Loans or Other Term Commitments Revolving Credit Commitments, in each case pursuant to a Refinancing Amendment; provided that such . Each Tranche of Credit Agreement Refinancing Indebtedness incurred under this Subsection 2.7 shall be in an aggregate principal amount that is (ix) will be unsecured not less than $10,000,000 and (y) an integral multiple of $5,000,000 in excess thereof (or, in each case, in such lower minimum amounts 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 multiples as may be agreed to by the Borrower and the Lenders thereof, and Administrative Agent in its reasonable discretion). (iiib) 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 as agreed between the lenders providing such Credit Agreement Refinancing Indebtedness set forth in Subsections 6.2(a) and the Borrower 6.2(b) and, to the extent reasonably requested by the Term Administrative Agent, receipt by the Term Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements substantially consistent with those delivered on the Effective Closing Date under Section 4.01 Subsection 6.1 (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 opinion). Any Refinancing Amendment may provide for the issuance of Letters of Credit for the account of any Borrower, or the provision to the Term Administrative Agent). Each Class Borrowers of Swingline Loans, pursuant to any Other Revolving Credit Agreement Refinancing Indebtedness incurred under this Section 2.21 shall be in an aggregate principal amount that is (x) not less than $10,000,000 in the case of Other Term Loans and (y) an integral multiple of $1,000,000 in excess thereof (Commitments established thereby, in each case unless on terms substantially equivalent to the Borrower terms applicable to Letters of Credit and Swingline Loans under the Term Administrative Agent otherwise agree). Commitments. (c) The Term 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 or appropriate to treat the Loans and Commitments subject thereto as Other Term Revolving Credit Loans and/or or Other Term Revolving Credit Commitments). Any The Lenders hereby irrevocably authorize the Administrative Agent to enter into any Refinancing Amendment may, without the consent of any other Lenders, to effect such 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 Term Administrative Agent and the BorrowerBorrower Representative, to effect the provisions of this SectionSubsection 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 holding Commitments to Lenders holding extended revolving commitments in accordance with the terms of such Refinancing Amendment; provided, 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 be adjusted accordingly. (b) This Section 2.21 shall supersede any provisions in Section 2.18 or Section 9.02 to the contrary.

Refinancing Amendments. (a1) At any time after the Effective Closing Date, the Borrower may obtain, from any Lender or any Additional Lender (it being understood that (a) no Lender shall be required to provide any Other Loan without its consent, (b) Affiliated Lenders may not provide Other Revolving Commitments and (c) Other Term LenderLoans provided by Affiliated Lenders shall be subject to the limitations set forth in Section 10.07(8)), Credit Agreement Refinancing Indebtedness in respect of Other Loans to refinance all or any portion of the Term applicable Class or Classes of Loans then outstanding under this Agreement (which for purposes of this clause (a) will be deemed made pursuant to include any then outstanding Other Term Loan Commitments, in the case of Other Term Loans) , and pursuant to Other Revolving Commitments, in the form case of Other Term Loans or Other Term Commitments Revolving Loans, in each case pursuant to a Refinancing Amendment; provided that such Credit Agreement Refinancing Indebtedness Other Loans and Other Revolving Commitments (i) will be unsecured or will shall rank pari passu or junior equal in priority in right of payment and of security with the other Loans and Commitments hereunder, (ii) will 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 such pricing interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts, original issue discounts and optional prepayment terms and premiums as may be agreed by the Borrower and the Lenders thereof, and thereof and/or (iiiII) the Net Proceeds of such Credit Agreement Refinancing Indebtedness shall be applied, substantially concurrently with the incurrence thereof, may provide for additional fees and/or premiums payable to the prepayment of outstanding Term Lenders providing such Other Loans being so refinanced. The effectiveness of in addition to any Refinancing Amendment shall be subject to the satisfaction on the date thereof of the conditions as agreed between items contemplated by the lenders providing such Credit Agreement Refinancing Indebtedness and the Borrower andpreceding 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 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 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. 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 Other Revolving Commitments and (II) repayments made in connection with any refinancing of Other Revolving Commitments or (ii) 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 Term Administrative Agent, receipt deliver customary reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Term Administrative Agent in order to ensure that such Other Loans or Other Revolving Commitments are provided with the benefit of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Effective Date under Section 4.01 applicable Loan Documents. (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 Term Administrative Agent). 2) Each Class of Credit Agreement Refinancing Indebtedness Other Commitments and Other Loans incurred under this Section 2.21 2.15 shall be in an aggregate principal amount that is (x) not less than $10,000,000 in the case of Other Term Loans and (y) an integral multiple of $1,000,000 in excess thereof (in each case unless the Borrower and the Term Administrative Agent otherwise agree)5,000,000. The Term 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 Other Commitments and Other Loans incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans and/or Other Term Commitments as Loans and Commitments). Any Refinancing Amendment may, without the consent of any other Lenders, effect such 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 the Borrower, to effect the provisions of this SectionSection 2.15. (b3) This Section 2.21 2.15 shall supersede any provisions in Section 2.18 2.12, 2.13 or Section 9.02 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 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 the applicable Lenders.

Refinancing Amendments. (a) At any time On one or more occasions after the Effective Closing Date, the 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 Section 2.15 (each, an “Additional Term 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 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 and (ii) with respect to Refinancing Loans, any Affiliated Lender providing an Refinancing Loans shall be subject to the same restrictions set forth in Section 10.06(h) as they would otherwise be subject to with respect to any purchase by or assignment to such Affiliated Lender of Loans) Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Term any Class of Loans then outstanding under this Agreement (which for purposes of this clause (a) will be deemed to include any then outstanding Other Term Loans) Agreement, in the form of Other Term Refinancing Loans or Other Term Refinancing Commitments pursuant to a Refinancing Amendment; provided that such Credit Agreement Refinancing Indebtedness . (ib) 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 as agreed between the lenders providing such Credit Agreement Refinancing Indebtedness and the Borrower set forth in Section 4.02 and, to the extent reasonably requested by the Term Administrative Agent, receipt by the Term Administrative Agent of (i) customary legal opinions, board resolutions, resolutions and officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Effective Closing Date under Section 4.01 (other than changes to such legal opinions opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Term Administrative Agent). 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. (c) Each Class issuance of Credit Agreement Refinancing Indebtedness incurred under this Section 2.21 2.15(a) shall be in an aggregate principal amount that is (x) not less than $10,000,000 in the case of Other Term Loans and (y) an integral multiple of $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 promptly notify each Lender as to the effectiveness of each Refinancing Amendment. d) Each of the parties hereto hereby agrees that, upon that this Agreement and the effectiveness of any other Loan Documents may be amended pursuant to a Refinancing Amendment, this Agreement shall be deemed amended 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 and (including any amendments necessary ii) make such other changes to treat this Agreement and the Loans other Loan Documents consistent with the provisions and Commitments subject thereto as Other Term Loans and/or Other Term Commitments). Any Refinancing Amendment may, intent of the second paragraph of Section 10.01 (without the consent of any other Lenders, 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 Term Administrative Agent and the Borrower, to effect the provisions of this SectionSection 2.15, and the Required Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment. (b) This Section 2.21 shall supersede any provisions in Section 2.18 or Section 9.02 to the contrary.

Refinancing Amendments. (a) At any time after the Effective Closing Date, the thea Borrower may obtain, from any Lender or any Additional Term 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 Agreement (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 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 (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 as agreed between the lenders providing such Credit Agreement Refinancing Indebtedness and the Borrower set forth in Section 4.02 and, to the extent reasonably requested by the Term Administrative Agent, receipt by the Term Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Effective Closing Date under Section 4.01 (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 are reasonably satisfactory to the Term Administrative Agent). Each Class of Credit Agreement Refinancing Indebtedness incurred under this Section 2.21 shall be in an aggregate principal amount that is (x) not less than $10,000,000 in the case of Other Term Loans and (y) an integral multiple of $1,000,000 in excess thereof (in each case unless the Borrower and the Term Administrative Agent otherwise agree). The Term 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 Term Loans and/or Other Term Commitments). Any Refinancing Amendment may, without the consent of any other Lenders, effect such 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 the Borrower, to effect the provisions of this Section. (b) This Section 2.21 shall supersede any provisions in Section 2.18 or Section 9.02 to the contrary.this

Refinancing Amendments. (a) At any time after the Effective Closing Date, the Borrower BorrowersBorrower may obtain, from any Lender or any Additional Term 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 Agreement (which for purposes of this clause (a) 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 Commitments in each case pursuant to a Refinancing Amendment; provided that such Credit Agreement Refinancing Indebtedness . Any Other Loans may participate on a pro rata basis or on a less than pro rata basis (ibut not on a greater than pro rata basis) will be unsecured in any voluntary or will rank pari passu or junior in right of payment and of security with the other Loans and Commitments mandatory prepayments hereunder, (ii) will have such pricing and optional prepayment terms as may be agreed by specified in the Borrower and the Lenders thereof, and (iii) the Net Proceeds of such Credit Agreement applicable Refinancing Indebtedness shall be applied, substantially concurrently with the incurrence thereof, to the prepayment of outstanding Term Loans being so refinancedAmendment. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction or waiver on the date thereof of each of the conditions as agreed between the lenders providing such Credit Agreement Refinancing Indebtedness and the Borrower set forth in Section 4.02 and, to the extent reasonably requested by the Term Administrative Agent, receipt by the Term Administrative Agent of customary legal opinions, board resolutions, officers’ certificates and/or NYDOCS01/1760806.13 reaffirmation agreements generally consistent with those delivered on the Effective Closing Date under Section 4.01 (other than which in the case of legal opinions, take into account 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 Term Administrative Agent). Each Class of Credit Agreement Refinancing Indebtedness incurred under this Section 2.21 2.17 shall (i) be in an aggregate principal amount that is (x) not less than $10,000,000 and (ii) (x) with respect to any Other Loans or Other Commitments in the case of Other Term 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 $1,000,000 in excess thereof (in each case unless any Term Loans being refinanced, will have a maturity date that is not prior to the Borrower maturity date of, and will have a Weighted Average Life to Maturity that is not shorter than, the Term Administrative Agent otherwise agree)Loans being refinanced. The Term 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 Term Loans and/or Other Term Commitments). Any Refinancing Amendment may, without the consent of any other Lenders, effect such 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 the BorrowerBorrowersBorrower, to effect the provisions of this Section. (b) Section 2.17. This Section 2.21 2.17 shall supersede any provisions in Section 2.18 2.05, Section 2.13 or Section 9.02 10.01 to the contrary.

Refinancing Amendments. (a) At any time after After the Effective Date, the Borrower may obtain, from any Lender or any Additional Term Lender, Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Term Loans then outstanding under this 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 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 (i) will be unsecured may provide for any additional or will rank pari passu different financial 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 covenants or other provisions that are agreed by between the Borrower and the Lenders thereof, thereof and (iii) applicable only during periods after the Net Proceeds of Latest Maturity Date that is in effect on the date such Credit Agreement Refinancing Indebtedness shall be appliedis issued, substantially concurrently with 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 incurrence thereof, to the prepayment of outstanding Term Loans being so refinancedapplicable Refinancing Amendment. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions as agreed between the lenders providing such Credit Agreement Refinancing Indebtedness and the Borrower set forth in Section 4.2 and, to the extent reasonably requested by the Term Administrative Agent, receipt by the Term Administrative Agent of customary legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Effective Date under Section 4.01 4.1 (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 Term Administrative Agent) (including, in the case of the Mortgages, mortgage amendments and date down endorsements with respect to the applicable title insurance policies). Each Class incurrence of Credit Agreement Refinancing Indebtedness incurred under this Section 2.21 2.14 shall be in an aggregate principal amount that is (x) of not less than $10,000,000 in the case of Other Term Loans and (y) an integral multiple of $1,000,000 in excess thereof (in each case unless the Borrower and the Term Administrative Agent otherwise agree)75,000,000. The Term 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 Term Loans and/or Other Term Commitments). Any Refinancing Amendment may, without the consent of any Person other Lendersthan the Administrative Agent, the Borrower and the Lenders providing the applicable Credit Agreement Refinancing Indebtedness, effect such 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 the Borrower, to effect the provisions of this Section. (b) Section 2.14. This Section 2.21 2.14 shall supersede any provisions in Section 2.18 12.7 or Section 9.02 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 (y) the Administrative Agent shall have consented (such consent not to be unreasonably withheld, delayed or conditioned) to such Person’s providing such Credit Agreement Refinancing Indebtedness if such consent would be required under Section 12.2 for an assignment of Loans or Commitments to such Person.

Refinancing Amendments. (a) At So long as no Specified Default exists or would arise therefrom, at any time after the Effective Closing Date, the Borrower Borrowers may obtain, from any Lender, any Additional Lender or any Additional Term Lenderother Person, Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Term Loans then outstanding under this Agreement Facility (which for purposes of this clause (a) will be deemed to include any 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 FILO Tranche unless (1) the Loans comprising the FILO Tranche are the only Loans outstanding 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 Commitments 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 such . Each Tranche of Credit Agreement Refinancing Indebtedness incurred under this Subsection 2.7 shall be in an aggregate principal amount that is (ix) will be unsecured not less than $15,000,000 in the case of Other ABL Term Loans or will rank pari passu or junior in right of payment and of security with the other Other Revolving Credit Loans and Commitments hereunder, (iiy) will have such pricing and optional prepayment terms as may be agreed by the Borrower and the Lenders an integral multiple of $5,000,000 in excess thereof, and . (iiib) 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 as agreed between the lenders providing such Credit Agreement Refinancing Indebtedness set forth in Subsection 6.2(a) and the Borrower 6.2(b) and, to the extent reasonably requested by the Term Administrative Agent, receipt by the Term Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Effective Closing Date under Section 4.01 Subsection 6.1 (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 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 Term Administrative Agent). Each Class Parent Borrower of Swingline Loans, pursuant to any Other Revolving Credit Agreement Refinancing Indebtedness incurred under this Section 2.21 shall be in an aggregate principal amount that is (x) not less than $10,000,000 in the case of Other Term Loans and (y) an integral multiple of $1,000,000 in excess thereof (Commitments established thereby, in each case unless on terms substantially equivalent to the Borrower terms applicable to Letters of Credit and Swingline Loans under the Term Administrative Agent otherwise agree). Commitments. (c) The Term 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 ABL Term Loans Loans, Other Revolving Credit Loans, Other Revolving Credit Commitments and/or Other ABL Term Commitments). Any The Lenders hereby irrevocably authorize the Administrative Agent to enter into any Refinancing Amendment may, without the consent of any other Lenders, to effect such 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 Term Administrative Agent and the BorrowerBorrower Representative, to effect the provisions of this SectionSubsection 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 reallocated from Lenders holding Commitments to Lenders holding extended revolving commitments in accordance with the terms of such Refinancing Amendment; provided, 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 be adjusted accordingly. (b) This Section 2.21 shall supersede any provisions in Section 2.18 or Section 9.02 to the contrary.

Refinancing Amendments. (a) At any time after the Effective Closing Date, the Borrower may obtain, from any Lender or any Additional Term 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 (which for purposes of this clause (a) will be deemed to include any then outstanding Other Term Loans) Agreement, in the form of one or more Classes of Other Term Loans, Other Term Commitments, Other Revolving Loans or Other Term Revolving Commitments pursuant to a Refinancing Amendment; provided that such Credit Agreement Refinancing Indebtedness (i) will be unsecured that, notwithstanding anything to the contrary in this Section 2.14 or will rank pari passu or junior in right of payment and of security with the other Loans and Commitments hereunderotherwise, (ii1) will have 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 pricing Class on a better than a pro rata basis as compared to any other Class with a later maturity date than such Class and optional prepayment terms as may (3) assignments and participations of Other Revolving Commitments and Other Revolving Loans shall be agreed governed by the Borrower same assignment and the Lenders thereof, and (iii) the Net Proceeds of such Credit Agreement Refinancing Indebtedness shall be applied, substantially concurrently with the incurrence thereof, participation provisions applicable to the prepayment of outstanding Term Loans being so refinancedexisting 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 as agreed between the lenders providing such Credit Agreement Refinancing Indebtedness set forth in Section 4.02, and the Borrower and, to the extent reasonably requested by the Term Administrative Agent, receipt by the Term Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with opinions reasonably requested by the Administrative Agent relating to the matters described above covering matters similar to those covered in the opinions delivered on the Effective Date under Section 4.01 (other than changes Closing Date. No Lender shall have any obligation to such legal opinions resulting from a change participate in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Term Administrative Agent)any Refinancing Amendment. Each Class issuance of Credit Agreement Refinancing Indebtedness incurred under this Section 2.21 2.14(a) shall be in an aggregate principal amount that is (x) not less than $10,000,000 in the case of Other Term Loans 5,000,000 and (y) an integral multiple of $1,000,000 in excess thereof thereof. (in each case unless the Borrower and the Term Administrative Agent otherwise agree). b) The Term 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 a Class of Other Term Loans and/or Loans, Other Revolving Loans, Other Term Commitments and Other Revolving Commitments, as applicable). Any Refinancing Amendment may, without the consent of any other Lenders, effect such 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 the Borrower, to effect the provisions of this SectionSection 2.14. (bc) This The Loans and Commitments established pursuant to this Section 2.21 2.14 shall supersede constitute Loans and Commitments under, and shall be entitled to all the 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 provisions in Section 2.18 actions reasonably requested by the Administrative Agent to 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 Section 9.02 otherwise after giving effect to the contraryapplicable Refinancing Amendment. (d) To the extent the Revolving Commitments are being refinanced on the effective date of any 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, the related Revolving Commitments) outstanding on the effective date of such Refinancing Amendment as shall be 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 11.06. 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) At any time On one or more occasions after the Effective Closing Date, the Borrower may obtain, from any Lender or any Additional other bank or financial institution that agrees to provide any portion of Refinancing Term Lender, Loans that constitute Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Term Loans then outstanding under this 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 Commitments pursuant to a Refinancing AmendmentAmendment in accordance with this Section 2.19 (each, an “Additional Refinancing Lender”); provided that the Administrative Agent shall have consented (such Credit Agreement consent not to be unreasonably withheld or delayed) to such Lender’s or Additional Refinancing Indebtedness 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 (ibut not on a greater than pro rata basis) will be unsecured or will rank pari passu or junior as among the various Classes of Term Loans (in right of payment and of security accordance with the other respective outstanding principal amounts thereof) in any voluntary or mandatory repayments or prepayments of Term Loans and Commitments hereunder, as specified in the applicable Refinancing Amendment. (iib) 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 as agreed between the lenders providing such Credit Agreement Refinancing Indebtedness and the Borrower set forth in Section 4.02 and, to the extent reasonably requested by the Term Administrative Agent, receipt by the Term Administrative Agent of (i) customary legal opinions, board resolutions, resolutions and officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Effective Closing Date under Section 4.01 (other than changes to such legal opinions opinion resulting from a change Change in lawLaw, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Term Administrative Agent). Each Class of Credit Agreement Refinancing Indebtedness incurred under this Section 2.21 shall be in an aggregate principal amount that is (x) not less than $10,000,000 in the case of Other Term Loans Agent and (yii) an integral multiple reaffirmation agreements and/or such amendments to the Security Documents (including modifications to the Mortgages) as may be reasonably requested by the Administrative Agent in order to ensure that the enforceability of $1,000,000 in excess thereof (in each case unless the Borrower Security Documents and the Term Administrative Agent otherwise agree). The Term Administrative Agent shall promptly notify each Lender as to perfection and priority of the effectiveness of each Refinancing Amendment. Liens thereunder are preserved and maintained. (c) Each of the parties hereto hereby agrees that, upon that this Agreement and the effectiveness of any other Loan Documents may be amended pursuant to a Refinancing Amendment, this Agreement shall be deemed amended 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 and (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans and/or Other Term Commitments). Any Refinancing Amendment may, without the consent of any other Lenders, 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 the Borrower, to effect the provisions of this SectionSection 2.19, and the Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment. (bd) This Section 2.21 2.19 shall supersede any provisions in Section 2.18 2.12 or Section 9.02 10.01 to the contrary.

Refinancing Amendments. (a1) At any time after the Effective Closing Date, the Borrower may obtain, from any Lender or any Additional Lender (it being understood that (i) no Lender shall be required to provide any Other Loan without its consent, (ii) Affiliated Lenders may not provide Other Revolving Commitments and (iii) Other Term LenderLoans provided by Affiliated Lenders shall be subject to the limitations set forth in Section 10.07(h)), Credit Agreement Refinancing Indebtedness in respect of Other Loans to refinance all or any portion of the Term applicable Class or Classes of Loans then outstanding under this Agreement (which for purposes of this clause (a) will be deemed made pursuant to include any then outstanding Other Term Loan Commitments, in the case of Other Term Loans) , and pursuant to Other Revolving Commitments, in the form case of Other Term Loans or Other Term Commitments Revolving Loans, in each case pursuant to a Refinancing Amendment; provided that such Credit Agreement Refinancing Indebtedness Other Loans and Other Revolving Commitments (i) will be unsecured or will shall rank pari passu or junior equal in priority in right of payment and of security with the other Loans and Commitments hereunder, (ii) will 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 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)(A) shall have such pricing interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts, original US-DOCS\122695800.10 issue discounts and optional prepayment terms and premiums as may be agreed by the Borrower and the Lenders thereof, and thereof and/or (iiiB) the Net Proceeds of such Credit Agreement Refinancing Indebtedness shall be applied, substantially concurrently with the incurrence thereof, may provide for additional fees and/or premiums payable to the prepayment of outstanding Term Lenders providing such Other Loans being so refinanced. The effectiveness of in addition to any Refinancing Amendment shall be subject to the satisfaction on the date thereof of the conditions as agreed between items contemplated by the lenders providing such Credit Agreement Refinancing Indebtedness and the Borrower andpreceding 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) 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, (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 Term Administrative Agent, receipt deliver customary reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Term Administrative Agent in order to ensure that such Other Loans or Other Revolving Commitments are provided with the benefit of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Effective Date under Section 4.01 applicable Loan Documents. (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 Term Administrative Agent). 2) Each Class of Credit Agreement Refinancing Indebtedness Other Commitments and Other Loans incurred under this Section 2.21 2.15 shall be in an aggregate principal amount that is (x) not less than $10,000,000 in the case of Other Term Loans and (y) an integral multiple of $1,000,000 in excess thereof (in each case unless the Borrower and the Term Administrative Agent otherwise agree)5.0 million. The Term 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 Other Commitments and Other Loans incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans and/or Other Term Commitments as Loans and Commitments). Any Refinancing Amendment may, without the consent of any other Lenders, effect such 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 the Borrower, to effect the provisions of this SectionSection 2.15. (b3) This Section 2.21 2.15 shall supersede any provisions in Section 2.18 2.12, 2.13 or Section 9.02 10.01 to the contrary.

Refinancing Amendments. (a) At any time On one or more occasions after the Effective Closing Date, the Borrower may obtain, from any Lender or any Additional Term 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 (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 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 Credit Agreement Lender’s or Additional Refinancing Indebtedness (i) will be unsecured or will rank pari passu or junior in right of payment and of security with the other ▇▇▇▇▇▇’s making such Refinancing Term 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 extent such consent, if any, would be required under Section 10.07(b) for an assignment of outstanding Term Loans being so refinanced. 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 as agreed between the lenders providing such Credit Agreement Refinancing Indebtedness and the Borrower set forth in Section 4.02 and, to the extent reasonably requested by the Term Administrative Agent, receipt by the Term Administrative Agent of (i) customary legal opinions, board resolutions, resolutions and officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Effective Closing Date under Section 4.01 (other than changes to such legal opinions opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Term Administrative Agent). 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. (c) Each Class issuance of Credit Agreement Refinancing Indebtedness incurred under this Section 2.21 2.15(a) shall be in an aggregate principal amount that is (x) not less than $10,000,000 in the case of Other Term Loans and (y) an integral multiple of $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 promptly notify each Lender as to the effectiveness of each Refinancing Amendment. d) Each of the parties hereto hereby agrees that, upon that this Agreement and the effectiveness of any other Loan Documents may be amended pursuant to a Refinancing Amendment, this Agreement shall be deemed amended 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 and (including any amendments necessary ii) make such other changes to treat this Agreement and the Loans other Loan Documents consistent with the provisions and Commitments subject thereto as Other Term Loans and/or Other Term Commitments). Any Refinancing Amendment may, intent of the second paragraph of Section 10.01 (without the consent of any other Lenders, 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 Term Administrative Agent and the Borrower, to effect the provisions of this SectionSection 2.15, and the Required Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment. (b) This Section 2.21 shall supersede any provisions in Section 2.18 or Section 9.02 to the contrary.

Refinancing Amendments. (a) At any time On one or more occasions after the Effective Closing Date, the 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 Agreement (which for purposes of this clause (a) will be deemed to include any then outstanding Other Term Loans) outstanding, in the form of Other Refinancing Term Loans or Other Refinancing Term Commitments pursuant to a Refinancing Amendment; provided that such Credit Agreement Refinancing Indebtedness . (ib) 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 (i) the satisfaction on accuracy in all material respects of the representations and warranties set forth in Article V as of the date thereof of Incurrence of such Indebtedness, after giving effect to such Incurrence (except to the conditions extent that any such representation or warranty is expressly stated to be made as agreed between of an earlier date) and (ii) immediately after the lenders providing Incurrence of such Credit Agreement Refinancing Indebtedness and the Borrower Indebtedness, no Default or Event of Default exists and, to the extent reasonably requested by the Term Administrative Agent, receipt by the Term Administrative Agent of (x) customary legal opinions, board resolutions, resolutions and officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Effective Closing Date under Section 4.01 (other than changes to such legal opinions opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Term Administrative Agent). Agent and (y) 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. (c) Each Class issuance of Credit Agreement Refinancing Indebtedness incurred under this Section 2.21 2.14(a) shall be in an aggregate principal amount that is (x) not less than $10,000,000 in the case of Other Term Loans 25,000,000 and (y) an integral multiple of $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 promptly notify each Lender as to the effectiveness of each Refinancing Amendment. d) Each of the parties hereto hereby agrees that, upon that this Agreement and the effectiveness of any other Loan Documents may be amended pursuant to a Refinancing Amendment, this Agreement shall be deemed amended without the consent of any other Lenders, (i) to the extent (but only to the extent) necessary to reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred Incurred pursuant thereto and (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans and/or Other Term Commitments). Any Refinancing Amendment may, without the consent of any other Lenders, 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 the Borrower, to effect the provisions of this SectionSection 2.14, and the Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment. (b) This Section 2.21 shall supersede any provisions in Section 2.18 or Section 9.02 to the contrary.

Refinancing Amendments. (a1) At any time after the Effective Closing Date, the Borrower may obtain, from any Lender or any Additional Lender (it being understood that (i) no Lender shall be required to provide any Other Loan without its consent, (ii) Affiliated Lenders may not provide Other Revolving Commitments and (iii) Other Term LenderLoans provided by Affiliated Lenders shall be subject to the limitations set forth in Section 10.07(h)), Credit Agreement Refinancing Indebtedness in respect of Other Loans to refinance all or any portion of the Term applicable Class or Classes of Loans then outstanding under this Agreement (which for purposes of this clause (a) will be deemed made pursuant to include any then outstanding Other Term Loan Commitments, in the case of Other Term Loans) , and pursuant to Other Revolving Commitments, in the form case of Other Term Loans or Other Term Commitments Revolving Loans, in each case pursuant to a Refinancing Amendment; provided that such Credit Agreement Refinancing Indebtedness Other Loans and Other Revolving Commitments (i) will be unsecured or will shall rank pari passu or junior equal in priority in right of payment and of security with the other Loans and Commitments hereunder, (ii) will 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 junior basis, shall be subject to an applicable Intercreditor Agreement(s), (iii) if secured, shall not 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 such pricing interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts, original issue discounts and optional prepayment terms and premiums as may be agreed by the Borrower and the Lenders thereof, and thereof and/or (iiiB) the Net Proceeds of such Credit Agreement Refinancing Indebtedness shall be applied, substantially concurrently with the incurrence thereof, may provide for additional fees and/or premiums payable to the prepayment of outstanding Term Lenders providing such Other Loans being so refinanced. The effectiveness of in addition to any Refinancing Amendment shall be subject to the satisfaction on the date thereof of the conditions as agreed between items contemplated by the lenders providing such Credit Agreement Refinancing Indebtedness and the Borrower andpreceding 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) 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, (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 DateReplacement 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 Term Administrative Agent, receipt deliver customary reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Term Administrative Agent in order to ensure that such Other Loans or Other Revolving Commitments are provided with the benefit of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Effective Date under Section 4.01 applicable Loan Documents. (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 Term Administrative Agent). 2) Each Class of Credit Agreement Refinancing Indebtedness Other Commitments and Other Loans incurred under this Section 2.21 2.15 shall be in an aggregate principal amount that is (x) not less than $10,000,000 in the case of Other Term Loans and (y) an integral multiple of $1,000,000 in excess thereof (in each case unless the Borrower and the Term Administrative Agent otherwise agree)5.0 million. The Term 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 Other Commitments and Other Loans incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans and/or Other Term Commitments as Loans and Commitments). Any Refinancing Amendment may, without the consent of any other Lenders, effect such 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 the Borrower, to effect the provisions of this SectionSection 2.15. (b3) This Section 2.21 2.15 shall supersede any provisions in Section 2.18 2.12, 2.13 or Section 9.02 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 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 the applicable Lenders.

Refinancing Amendments. (a) At any time On one or more occasions after the Effective Closing Date, the 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 Term 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 (which for purposes of this clause (a) will be deemed to include any then outstanding Other Term Loans) Agreement, in the form of Other Term Refinancing Loans or Other Term Refinancing Commitments pursuant to a Refinancing Amendment; provided that such Credit Agreement Refinancing Indebtedness . (ib) 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 as agreed between the lenders providing such Credit Agreement Refinancing Indebtedness and the Borrower set forth in Section 4.02 and, to the extent reasonably requested by the Term Administrative Agent, receipt by the Term Administrative Agent of (i) customary legal opinions, board resolutions, resolutions and officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Effective Closing Date under Section 4.01 (other than changes to such legal opinions opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Term Administrative Agent). 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. (c) Each Class issuance of Credit Agreement Refinancing Indebtedness incurred under this Section 2.21 2.15(a) shall be in an aggregate principal amount that is (x) not less than $10,000,000 in the case of Other Term Loans 10.0 million and (y) an integral multiple of $1,000,000 1.0 million in excess thereof thereof. (in each case unless the Borrower and the Term Administrative Agent otherwise agree). The Term Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. d) Each of the parties hereto hereby agrees that, upon that this Agreement and the effectiveness of any other Loan Documents may be amended pursuant to a Refinancing Amendment, this Agreement shall be deemed amended 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 and (including any amendments necessary ii) make such other changes to treat this Agreement and the Loans other Loan Documents consistent with the provisions and Commitments subject thereto as Other Term Loans and/or Other Term Commitments). Any Refinancing Amendment may, intent of the second paragraph of Section 10.01 (without the consent of any other Lenders, 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 Term Administrative Agent and the Borrower, to effect the provisions of this SectionSection 2.15, and the Required Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment. (b) This Section 2.21 shall supersede any provisions in Section 2.18 or Section 9.02 to the contrary.

Refinancing Amendments. (a) At any time after the Effective Closing Date, the Borrower may obtain, from any Lender or any Additional Term 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 Agreement (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 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 (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 as agreed between the lenders providing such Credit Agreement Refinancing Indebtedness and the Borrower set forth in Section 4.02 and, to the extent reasonably requested by the Term Administrative Agent, receipt by the Term Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Effective Closing Date under Section 4.01 (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 are reasonably satisfactory to the Term Administrative Agent). Each Class of Credit Agreement Refinancing Indebtedness incurred under this Section 2.21 2.18 shall be in an aggregate principal amount that is (x) not less than $25,000,000 in the case of Other Term Loans or $10,000,000 in the case of Other Term Revolving Loans and (y) an integral multiple of $1,000,000 in excess thereof (thereof. Any Refinancing Amendment may, 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 unless on terms substantially equivalent to the Borrower terms applicable to Letters of Credit and Swing Line Loans under the Term Administrative Agent otherwise agree)Revolving Commitments. The Term 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 Term Loans Loans, Other Revolving Loans, Other Revolving Commitments and/or Other Term Commitments). Any Refinancing Amendment may, without the consent of any other Lenders, effect such 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 the Borrower, to effect the provisions of this Section. 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 holding Revolving Commitments to Lenders holding extended revolving commitments in accordance with the terms of such Refinancing Amendment; provided, 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 be adjusted accordingly. (b) This Section 2.21 2.18 shall supersede any provisions in Section 2.18 2.12 or Section 9.02 10.01 to the contrary.

Refinancing Amendments. (a) At any time after the Effective Closing Date, the Borrower may obtain, from any Lender or any Additional Term LenderAffiliates 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 Agreement (which for purposes of this clause (a) 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 Commitments in each case pursuant to a Refinancing Amendment; provided that such Credit Agreement Refinancing Indebtedness . Any Other Loans may participate on a pro rata basis or on a less than pro rata basis (ibut not on a greater than pro rata basis) will be unsecured in any voluntary or will rank pari passu or junior in right of payment and of security with the other Loans and Commitments mandatory prepayments hereunder, (ii) will have such pricing and optional prepayment terms as may be agreed by specified in the Borrower and the Lenders thereof, and (iii) the Net Proceeds of such Credit Agreement applicable Refinancing Indebtedness shall be applied, substantially concurrently with the incurrence thereof, to the prepayment of outstanding Term Loans being so refinancedAmendment. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction or waiver on the date thereof of each of the conditions as agreed between the lenders providing such Credit Agreement Refinancing Indebtedness and the Borrower set forth in Section 4.02 and, to the extent reasonably requested by the Term Administrative Agent, receipt by the Term Administrative Agent of customary legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements generally consistent with those delivered on the Effective Closing Date under Section 4.01 (other than which in the case of legal opinions, take into account 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 Term Administrative Agent). Each Class of Credit Agreement Refinancing Indebtedness incurred under this Section 2.21 2.17 shall (i) be in an aggregate principal amount that is (x) not less than $10,000,000 and (ii) (x) with respect to any Other Loans or Other Commitments in the case of Other Term 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 $1,000,000 in excess thereof (in each case unless any Term Loans being refinanced, will have a maturity date that is not prior to the Borrower maturity date of, and will have a Weighted Average Life to Maturity that is not shorter than, the Term Administrative Agent otherwise agree)Loans being refinanced. The Term 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 AMERICAS/2023410772.1 2023410772.9 120 Credit Agreement thereto as Other Term Loans and/or Other Term Commitments). Any Refinancing Amendment may, without the consent of any other Lenders, effect such 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 the Borrower, to effect the provisions of this Section. (b) Section 2.17. This Section 2.21 2.17 shall supersede any provisions in Section 2.18 2.05, Section 2.13 or Section 9.02 10.01 to the contrary.

Refinancing Amendments. (a) At any time after the Effective Closing Date, the Borrower Borrowers may obtain, from any Lender or any Additional Term Lender, Credit Agreement Refinancing Indebtedness Debt in respect of (x) all or any portion of the Term Loans then outstanding under this Agreement and/or (which for purposes y) all or any portion of this clause (a) will be deemed to include any the Revolving Credit Loans then outstanding Other Term Loans) under this Agreement or any existing Class of Revolving Credit Commitments, in the form of Other Term Loans or Other Term 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 Indebtedness Debt: (i) will may be unsecured or will (x) secured under the Security Documents and rank pari passu or junior in right of payment and of security 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 pricing, premiums and optional prepayment and redemption terms as may be agreed by the applicable Borrower and the Lenders thereof, and ; (iii) subject to clause (ii) above, the Net Proceeds 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 Indebtedness Debt shall be applied, substantially concurrently with the incurrence thereof, to the prepayment of outstanding Term Loans being so refinancedrefinanced 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 as agreed between the lenders providing such Credit Agreement Refinancing Indebtedness and the Borrower set forth in Section 5.03 and, to the extent reasonably requested by the Term Administrative Agent, receipt by the Term Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Effective Closing Date under Section 4.01 5.01 (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 Term Administrative Agent). . (b) Each Class of Credit Agreement Refinancing Indebtedness Debt incurred under this Section 2.21 2.30 shall be in an aggregate principal amount that is either (xi) 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) $10,000,000 50,000,000 in the case of Other a refinancing of Term Loans and (y) an integral multiple $25,000,000 in the case of $1,000,000 in excess thereof (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 each case unless on terms substantially equivalent to the Borrower terms applicable to Letters of Credit under the Revolving Credit Commitments as of the Closing Date. 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 maturity date applicable to the Revolving Credit Facility shall be reallocated from Lenders holding Initial Revolving Credit Commitments to Lenders holding extended revolving commitments in accordance 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 Term Administrative Agent otherwise agreeterms 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 Term 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 Debt incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans, Other Term Commitments, Other Revolving Credit Loans and/or Other Term Revolving Credit Commitments). . (e) Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement Agreement, any intercreditor agreement (or to effect a replacement of any intercreditor agreement or put in place a Customary Intercreditor Agreement, as applicable) and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Term Administrative Agent and the BorrowerBorrowers, to effect the provisions of this SectionSection 2.30. (bf) This Notwithstanding anything to the contrary in this Agreement, this Section 2.21 2.30 shall supersede any provisions in Sections 2.18 or 10.01 to the contrary and the BorrowerCompany and the Administrative Agent may amend Section 2.18 or Section 9.02 solely to the contraryextent necessary to give effect to the permitted terms and conditions of any Refinancing Amendment.

Refinancing Amendments. (a) At any time after the Effective Closing Date, the Borrower may obtain, obtain from any existing Lender or any other bank, financial institution or other institutional lender or investor and, in the case of Revolving Credit Commitments, reasonably satisfactory to the Administrative Agent, the Swingline Lender and the Letter of Credit Issuers (any such existing Lender or other Person being called an “Additional Refinancing Lender”), Other Term LenderLoans, Credit Agreement Refinancing Indebtedness Other Revolving Loans, Other Revolving Commitments and/or Other Term Commitments in respect of (a) all or any portion of the any Class of Term Loans then outstanding under this Agreement or (which for purposes b) all or any portion of this clause the Revolving Credit Commitments (a) will be deemed to include any then outstanding Other Term including the corresponding portion of the Revolving Credit Loans) under this Agreement, in the form of Other Term Loans or Other Term Commitments each case pursuant to a Refinancing Amendment; provided that such Credit Agreement Refinancing Indebtedness (i) will such Other Term Loans, Other Revolving Loans, Other Revolving Commitments and/or Other Term Commitments may be unsecured or will rank pari passu or junior in right secured only by assets consisting of payment Collateral and of security with the other Loans and Commitments hereunder, (ii) will have such pricing the covenants, events of default and optional prepayment guarantees of any Other Term Loans, Other Revolving Loans, Other Revolving Commitments and/or Other Term Commitments are either (i) on market terms and conditions (as may be agreed determined by the Borrower and the Lenders thereof, and in good faith) or (iiiii) the Net Proceeds of such Credit Agreement Refinancing Indebtedness shall be applied, substantially concurrently with the incurrence thereof, not materially more favorable (when taken as a whole) to the prepayment of outstanding Term Loans Additional Refinancing Lenders than those applicable to the Indebtedness being so refinancedRefinanced. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of the such express conditions as are mutually agreed between with the lenders providing such Credit Agreement Refinancing Indebtedness Administrative Agent and the Borrower and, to the extent reasonably requested by the Term Administrative Agent, receipt by the Term Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Effective Date under Section 4.01 (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 Term Administrative Agent)participating Additional Refinancing Lenders. Each Class of Other Term Loans, Other Revolving Loans, Other Revolving Commitments and/or Other Term Commitments (other than in connection with an extension of the maturity of Term Loans, Revolving Credit Agreement Refinancing Indebtedness Loans or Revolving Credit Commitments) incurred under this Section 2.21 2.15 shall be in an integral multiple of $1,000,000 and be in an aggregate principal amount that is (x) not less than $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 the applicable Indebtedness being Refinanced. Upon the effectiveness of any Refinancing Amendment in respect of any Other Revolving Commitments, the case Revolving Credit Commitments being replaced shall be considered permanently reduced and terminated. Subject to the consent of Other Term Loans and (y) an integral multiple the Letter of $1,000,000 in excess thereof (in each case unless Credit Issuers, any Refinancing Amendment may provide for the issuance of Letters of Credit for the account of the Borrower and pursuant to any Other Revolving Commitments established thereby on terms substantially equivalent to the Term Administrative Agent otherwise agree)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 Term 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 or reasonably advisable to 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 (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans Loans, Other Revolving Loans, Other Revolving Commitments and/or Other Term Commitments). Any Refinancing Amendment may, without the consent of any other Lenders, effect such 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 Term Administrative Agent and the Borrower, to effect the provisions of this Section. (b) Section 2.15. This Section 2.21 2.15 shall supersede any provisions in Section 2.18 or Section 9.02 this Agreement the contrary. Notwithstanding anything to the contrarycontrary 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 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 Borrower shall be permitted to permanently repay and terminate commitments of any such 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 be governed by the same assignment and participation provisions applicable to Revolving Credit Commitments and Revolving Loans.

Refinancing Amendments. (a) At any time after the Effective Closing Date, the Borrower Borrowers may obtain, from any Lender or any Additional Term Lender, Credit Agreement Refinancing Indebtedness Debt in respect of (x) all or any portion of the Term Loans then outstanding under this Agreement and/or (which for purposes y) all or any portion of this clause (a) will be deemed to include any the Revolving Credit Loans then outstanding Other Term Loans) under this Agreement or any existing Class of Revolving Credit Commitments, in the form of Other Term Loans or Other Term 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 Indebtedness Debt: (i) will may be unsecured or will (x) secured under the Security Documents and rank pari passu or junior in right of payment and of security 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 pricing, premiums and optional prepayment and redemption terms as may be agreed by the applicable Borrower and the Lenders thereof, and ; (iii) subject to clause (ii) above, the Net Proceeds 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 Indebtedness Debt shall be applied, substantially concurrently with the incurrence thereof, to the prepayment of outstanding Term Loans being so refinancedrefinanced 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 as agreed between the lenders providing such Credit Agreement Refinancing Indebtedness and the Borrower set forth in Section 5.03 and, to the extent reasonably requested by the Term Administrative Agent, receipt by the Term Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Effective Closing Date under Section 4.01 5.01 (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 Term Administrative Agent). . (b) Each Class of Credit Agreement Refinancing Indebtedness Debt incurred under this Section 2.21 2.30 shall be in an aggregate principal amount that is either (x25) 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 (26) not less than (x) $10,000,000 50,000,000 in the case of Other a refinancing of Term Loans and (y) an integral multiple $25,000,000 in the case of $1,000,000 in excess thereof (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 each case unless on terms substantially equivalent to the Borrower terms applicable to Letters of Credit under the Revolving Credit Commitments as of the Closing Date. 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 maturity date applicable to the Revolving Credit Facility shall be reallocated from Lenders holding 2024 Extended Revolving Credit Commitments and 2024 Non-Extended Revolving Credit Commitments to Lenders holding extended revolving commitments in accordance 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 Term Administrative Agent otherwise agreeterms 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, (27) 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, (28) 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, (29) 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 (30) 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 Term 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 Debt incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans, Other Term Commitments, Other Revolving Credit Loans and/or Other Term Revolving Credit Commitments). . (e) Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement Agreement, any intercreditor agreement (or to effect a replacement of any intercreditor agreement or put in place a Customary Intercreditor Agreement, as applicable) and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Term Administrative Agent and the BorrowerBorrowers, to effect the provisions of this SectionSection 2.30. (bf) This Notwithstanding anything to the contrary in this Agreement, this Section 2.21 2.30 shall supersede any provisions in Sections 2.18 or 10.01 to the contrary and the Company and the Administrative Agent may amend Section 2.18 or Section 9.02 solely to the contraryextent necessary to give effect to the permitted terms and conditions of any Refinancing Amendment.

Refinancing Amendments. (a) At any time On one or more occasions after the Effective Closing Date, the Borrower may obtain, from any Lender or any Additional Term 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 (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 pursuant to a Refinancing Amendment; provided that such Credit Agreement Refinancing Indebtedness . (ib) 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 as agreed between the lenders providing such Credit Agreement Refinancing Indebtedness and the Borrower set forth in Section 4.2 and, to the extent reasonably requested by the Term Administrative Agent, receipt by the Term Administrative Agent of (i) customary legal opinions, board resolutions, resolutions and officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Effective Closing Date under Section 4.01 (other than changes to such legal opinions opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Term Administrative Agent). Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Agent in order to ensure that such Credit Agreement Refinancing Indebtedness is provided with the benefit of the applicable Financing Agreements. (c) Each Class issuance of Credit Agreement Refinancing Indebtedness incurred under this Section 2.21 2.9(a) shall be in an aggregate principal amount that is (x) not less than $10,000,000 in the case of Other Term Loans 25,000,000 and (y) an integral multiple of $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 promptly notify each Lender as to the effectiveness of each Refinancing Amendment. d) Each of the parties hereto hereby agrees that, upon that this Agreement and the effectiveness of any other Financing Agreements may be amended pursuant to a Refinancing Amendment, this Agreement shall be deemed amended 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 and (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans and/or Other Term Commitments). Any Refinancing Amendment may, without the consent of any ii) make such other Lenders, effect such amendments changes to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Term Administrative Agent and the Borrower, to effect Financing Agreements consistent with the provisions and intent of this Section. (b) This Section 2.21 shall supersede any provisions in Section 2.18 or Section 9.02 to the contrary.

Refinancing Amendments. (a) At any time On one or more occasions after the Effective Closing Date, the 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 LenderLoans 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 (which for purposes of this clause (a) will be deemed to include any then outstanding Other Term Loans) Agreement, in the form of Other Refinancing Term Loans or Other Refinancing Term Commitments pursuant to a Refinancing Amendment; provided that such Credit Agreement Refinancing Indebtedness . (ib) 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 as agreed between the lenders providing such Credit Agreement Refinancing Indebtedness and the Borrower set forth in Section 4.02 and, to the extent reasonably requested by the Term Administrative Agent, receipt by the Term Administrative Agent of (i) customary legal opinions, board resolutions, resolutions and officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Effective Closing Date under Section 4.01 (other than changes to such legal opinions opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Term Administrative Agent). 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. (c) Each Class issuance of Credit Agreement Refinancing Indebtedness incurred under this Section 2.21 2.15(a) shall be in an aggregate principal amount that is (x) not less than $10,000,000 in the case of Other Term Loans and (y) an integral multiple of $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 promptly notify each Lender as to the effectiveness of each Refinancing Amendment. d) Each of the parties hereto hereby agrees that, upon that this Agreement and the effectiveness of any other Loan Documents may be amended pursuant to a Refinancing Amendment, this Agreement shall be deemed amended 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 and (including any amendments necessary ii) make such other changes to treat this Agreement and the Loans other Loan Documents consistent with the provisions and Commitments subject thereto as Other Term Loans and/or Other Term Commitments). Any Refinancing Amendment may, intent of the third paragraph of Section 10.01 (without the consent of any other Lenders, 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 Term Administrative Agent and the Borrower, to effect the provisions of this SectionSection 2.15, and the Required Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment. (be) This Section 2.21 2.15 shall supersede any provisions in Section 2.18 2.13 or Section 9.02 10.01 to the contrary.

Refinancing Amendments. (a) At any time On one or more occasions after the Effective Closing Date, the Borrower may obtain, from any Lender or any Additional Term Refinancing Lender, Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Term Loans then outstanding under this Agreement (which for purposes of this clause (aSection 2.27(a) will be deemed to include any then outstanding Other Refinancing Term Loans or Incremental Term Loans) ), in the form of Other Refinancing Term Loans or Other Refinancing Term Commitments pursuant to a Refinancing Amendment; provided that such Credit Agreement Refinancing Indebtedness . (ib) 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 the conditions as agreed between the lenders providing such Credit Agreement Refinancing Indebtedness and the Borrower andto, to the extent reasonably requested by the Term Administrative Agent, receipt by the Term Administrative Agent of (i) customary legal opinions, board resolutions, resolutions and officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Effective Closing Date under Section 4.01 (other than changes to such legal opinions opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Term Administrative Agent). 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. (c) Each Class issuance of Credit Agreement Refinancing Indebtedness incurred under this Section 2.21 2.27(a) shall be in an aggregate principal amount that is (x) not less than $10,000,000 in the case of Other Term Loans and (y) an integral multiple of $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 promptly notify each Lender as to the effectiveness of each Refinancing Amendment. d) Each of the parties hereto hereby agrees that, upon that this Agreement and the effectiveness of any other Loan Documents may be amended pursuant to a Refinancing Amendment, this Agreement shall be deemed amended 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 and (including any amendments necessary ii) make such other changes to treat this Agreement and the Loans other Loan Documents consistent with the provisions and Commitments subject thereto as Other Term Loans and/or Other Term Commitments). Any Refinancing Amendment may, intent of the second paragraph of Section 11.2(b) (without the consent of any other Lenders, the Required Lenders called for therein) and the third paragraph of Section 11.2(b) 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 Term Administrative Agent and the Borrower, to effect the provisions of this SectionSection 2.27, and the Required Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment. (be) This Section 2.21 2.27 shall supersede any provisions in of Section 2.18 2.21 or Section 9.02 11.2 to the contrary.

Refinancing Amendments. (a) At any time after the Effective Closing Date, the Borrower Borrowers may obtain, from any Lender or any Additional Term Refinancing Lender, Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Term Loans then outstanding under this Agreement (which for purposes of this clause (a) will be deemed to include including any then outstanding Other Term Incremental Loans, Extended Loans or other Refinancing Loans) in the form of Other Term Loans or Other Term Commitments pursuant to an amendment to this Agreement (such an amendment, 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 (i) there being no Default or Event of Default on such date before or after giving effect to such Refinancing Loans; (ii) all representations and warranties made by any Credit Party contained herein or in the satisfaction other Credit Documents being true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) with the same effect as though such representations and warranties had been made on and as of the date thereof of the conditions such date (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects (except that any representation and warranty that is qualified as agreed between the lenders providing to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) as of such Credit Agreement Refinancing Indebtedness earlier date); and the Borrower and, (iii) to the extent reasonably requested by the Term Administrative Agent, receipt by the Term Administrative Agent on the date thereof of legal opinions, board resolutions, officers’ certificates and/or (a) items similar to those in Sections 6 with respect to the transactions contemplated by any Refinancing Amendment (with references to the Closing Date being replaced by the effective date of such Refinancing Amendment) and (b) reaffirmation agreements consistent with those delivered on the Effective Date under Section 4.01 (other than changes to and/or such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory amendments to the Term Administrative Agent)Security Documents as may be reasonably requested by the Collateral Agent in order to ensure that the Extended Loans are provided with the benefit of the applicable Credit Documents. The agent for the Credit Agreement Refinancing Indebtedness, if such Indebtedness is secured by a Lien on any asset of RailAmerica or any Restricted Subsidiary shall enter into each of the Intercreditor Agreements in the capacity as an agent for such Credit Agreement Refinancing Indebtedness. (b) Each Class issuance of Credit Agreement Refinancing Indebtedness incurred under this Section 2.21 3.2(a) shall be in an aggregate principal amount that is (x) not less than $10,000,000 in the case of Other Term Loans 50,000,000 and (y) an integral multiple of $1,000,000 5,000,000 in excess thereof thereof. (in each case unless the Borrower and the Term Administrative Agent otherwise agree). c) The Term 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 Term Loans and/or Other Term Commitments)thereto. Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Credit Documents as may be necessary or appropriate, in the reasonable opinion of the Term Administrative Agent and the BorrowerBorrowers, to effect the provisions of this Section. (b) Section 3.2. This Section 2.21 3.2 shall supersede any provisions in Section 2.18 or Section 9.02 13.1 to the contrary. (d) 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 3.2(a) and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) items similar to those in Sections 6 with respect to the transactions contemplated by any Refinancing Amendment (with references to the Closing Date being replaced by the effective date of such Refinancing Amendment) (it being understood that any such items that are substantially consistent with those delivered on the Closing Date shall be satisfactory) and (ii) reaffirmation agreements and/or such amendments to the Security Documents as may be reasonably requested by the Collateral Agent in order to ensure that the Refinancing Loans are provided with the benefit of the applicable Credit Documents. Each exercise of the refinancing feature referred to in this Section 3.2 shall result in the Refinancing Loans being deemed a separate Class of Loans.

Refinancing Amendments. (a1) At any time after the Effective Date, the Borrower may obtain, from any Lender or any Additional Term Lender, Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Term Loans then outstanding under this 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 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 the conditions as agreed between the 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 legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Effective Date under Section 4.01 (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 Term Administrative Agent). Each Class of Credit Agreement Refinancing Indebtedness incurred under this Section 2.21 shall be in an aggregate principal amount that is (x) not less than $10,000,000 in the case of Other Term Loans and (y) an integral multiple of $1,000,000 in excess thereof (in each case unless the Borrower and the Term Administrative Agent otherwise agree). The Term 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 Term Loans and/or Other Term Commitments). Any Refinancing Amendment may, without the consent of any other Lenders, effect such 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 the Borrower, to effect the provisions of this Section. -96- to the contrary. (b2) This Section 2.21 shall supersede any provisions in Section 2.18 or Section 9.02 to the contrary.9.02

Refinancing Amendments. (a) At any time after the Effective Date, the Borrower may obtain, from any Lender or any Additional Term 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 Agreement (which for purposes of this clause (ai) 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 Commitments pursuant to a Refinancing Amendmentor (y) Other Revolving Loans or Other Revolving Commitments, as the case may be; AMERICAS 123601947 132 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 (or reduction) of outstanding Term Loans Indebtedness being so refinanced. The effectiveness of refinanced (or the case may be), as the case may be and accompanied by any Refinancing Amendment shall be subject to prepayment premium payable thereon in accordance with the satisfaction on the date thereof of the conditions as agreed between the 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 legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Effective Date under Section 4.01 (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 Term Administrative Agent)terms hereof. Each Class of Credit Agreement Refinancing Indebtedness incurred under this Section 2.21 shall be in an aggregate principal amount that is (x) not less than $10,000,000 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 $1,000,000 in excess thereof (in each case unless the Borrower and the Term 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 be required to act as “issuing bank” under any such Refinancing Amendment without its written consent. The Term 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 Term Loans Loans, Other Revolving Commitments and/or Other Term Commitments). Any Refinancing Amendment may, without the consent of any other Lenders, effect such 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 the Borrower, to effect the provisions of this Section. 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 holding USD Tranche Revolving Commitments to Lenders holding extended revolving commitments in accordance with the terms of such Refinancing Amendment; provided, 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 be adjusted accordingly and (II) if so provided in the relevant Refinancing Amendment and with the consent of each Multicurrency Tranche Issuing Bank, participations in Multicurrency Tranche Letters of Credit expiring on or after the 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 such Refinancing Amendment; provided, however, that such participation interests shall, upon receipt thereof by the relevant Lenders holding Multicurrency Tranche Revolving Commitments, be 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 2.21 shall supersede any provisions in Section 2.18 or Section 9.02 to the contrary.

Refinancing Amendments. (a) At any time On one or more occasions after the Effective Closing Date, the Borrower may obtain, from any Lender or any Additional Term 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 (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 pursuant to a Refinancing Amendment; provided that such Credit Agreement Refinancing Indebtedness . (ib) 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 as agreed between the lenders providing such Credit Agreement Refinancing Indebtedness and the Borrower set forth in Section 4.02 and, to the extent reasonably requested by the Term Administrative Agent, receipt by the Term Administrative Agent of (i) customary legal opinions, board resolutions, resolutions and officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Effective Closing Date under Section 4.01 (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 Term Administrative Agent). 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. (c) Each Class issuance of Credit Agreement Refinancing Indebtedness incurred under this Section 2.21 2.15(a) shall be in an aggregate principal amount that is (x) not less than $10,000,000 in the case of Other Term Loans 25,000,000 and (y) an integral multiple of $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 promptly notify each Lender as to the effectiveness of each Refinancing Amendment. d) Each of the parties hereto hereby agrees that, upon that this Agreement and the effectiveness of any other Loan Documents may be amended pursuant to a Refinancing Amendment, this Agreement shall be deemed amended 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 and (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans and/or Other Term Commitments). Any Refinancing Amendment may, without the consent of any other Lenders, 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 the Borrower, to effect the provisions of this SectionSection 2.15, and the Required Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment. (b) This Section 2.21 shall supersede any provisions in Section 2.18 or Section 9.02 to the contrary.

Refinancing Amendments. (a) At any time On one or more occasions after the Effective Closing Date, the 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 Section 2.15 (each, an “Additional Term 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 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) with respect to Refinancing Loans, any Affiliated Refinancing Lender providing any Refinancing 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 Loans), Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Term any Class of Loans then outstanding under this Agreement (which for purposes of this clause (a) will be deemed to include any then outstanding Other Term Loans) Agreement, in the form of Other Term Refinancing Loans or Other Term Refinancing Commitments pursuant to a Refinancing Amendment; provided that such Credit Agreement Refinancing Indebtedness ; (ib) 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 as agreed between the lenders providing such Credit Agreement Refinancing Indebtedness and the Borrower set forth in Section 4.02 and, to the extent reasonably requested by the Term Administrative Agent, receipt by the Term Administrative Agent of (i) customary legal opinions, board resolutions, resolutions and officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Effective Closing Date under Section 4.01 (other than changes to such legal opinions opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Term Administrative Agent). 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. (c) Each Class issuance of Credit Agreement Refinancing Indebtedness incurred under this Section 2.21 2.15(a) shall be in an aggregate principal amount that is (x) not less than $10,000,000 in the case of Other Term Loans 25,000,000 and (y) an integral multiple of $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 promptly notify each Lender as to the effectiveness of each Refinancing Amendment. d) Each of the parties hereto hereby agrees that, upon that this Agreement and the effectiveness of any other Loan Documents may be amended pursuant to a Refinancing Amendment, this Agreement shall be deemed amended 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 and (including any amendments necessary ii) make such other changes to treat this Agreement and the Loans other Loan Documents consistent with the provisions and Commitments subject thereto as Other Term Loans and/or Other Term Commitments). Any Refinancing Amendment may, intent of the last paragraph of Section 10.01 (without the consent of any other Lenders, 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 Term Administrative Agent and the Borrower, to effect the provisions of this SectionSection 2.15, and the Required Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment. (b) This Section 2.21 shall supersede any provisions in Section 2.18 or Section 9.02 to the contrary.

Refinancing Amendments. (a) At any time after the Effective Date, the The Borrower may obtain, from any Lender or any Additional Subsidiary Guarantor may, by written notice to the Administrative Agent from time to time, request Indebtedness in exchange for, or to extend, renew, replace or refinance, in whole or (in the case of Term LenderLoans) in part, existing Term Loans or existing Revolving Credit Loans (or unused Revolving Credit Commitments), or any 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 (which for purposes 9) Refinancing Revolving Credit Commitments in respect of this clause all or any portion of any Revolving Credit Loans (aand the unused Revolving Credit Commitments with respect to such Revolving Credit Loans) will be deemed to include any then outstanding Other Term Loans) under this Agreement, in the form of Other Term Loans or Other Term Commitments each case pursuant to a Refinancing Amendment; provided that Amendment (such Credit Agreement Indebtedness, “Refinancing Indebtedness Indebtedness”). Each written notice to the Administrative Agent requesting a Refinancing Amendment shall set forth (i) will the amount of the Refinancing Term Loans or Refinancing Revolving Credit Commitments being requested (which shall be unsecured or will rank pari passu or junior in right minimum increments of payment $1,000,000 and a minimum amount of security with the other Loans $10,000,000) and Commitments hereunder, (ii) will have the date on which such pricing and optional prepayment terms Refinancing Term Loans or Refinancing Revolving Credit Commitments are requested to become effective (which shall not be less than three Business Days (or such shorter period as the Administrative Agent may be agreed by reasonably agree) after the Borrower and the Lenders thereof, and (iii) the Net Proceeds date 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 the conditions as agreed between the 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 legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Effective Date under Section 4.01 (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 Term Administrative Agentnotice). Each Class of Credit Agreement Refinancing Indebtedness incurred under this Section 2.21 shall be in an aggregate principal amount that is (x) not less than $10,000,000 in the case of Other Term Loans and (y) an integral multiple of $1,000,000 in excess thereof (in each case unless the Borrower and the Term Administrative Agent otherwise agree). The Term Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees ; provided that, upon failure to give such notice shall in no way affect the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended amendment entered into to the extent (but only to the extent) necessary to reflect the existence and terms of the Credit Agreement effectuate such Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans and/or Other Term Commitments). Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to in accordance with this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Term Administrative Agent and the Borrower, to effect the provisions of this SectionSection 2. (b) This Section 2.21 shall supersede any provisions in Section 2.18 or Section 9.02 to the contrary.

Refinancing Amendments. (a) At any time On one or more occasions after the Effective Date, the Borrower Borrowers may obtain, from any Lender or any Additional Term 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 (which for purposes of this clause (a) will be deemed to include any then outstanding Other Refinancing Term Loans or Incremental Term Loans) in the form of Other Refinancing Term Loans or Other Refinancing Term Loan Commitments pursuant to a Refinancing Amendment; provided that such Credit Agreement notwithstanding anything to the contrary in this Section 2.17(a) or otherwise, Refinancing Indebtedness Term Commitments (iand the Refinancing Term Loans made pursuant thereto) will effected pursuant to a Refinancing Amendment shall be unsecured or will Obligations hereunder and shall rank pari passu or junior in right of payment and of security with the other Loans and Commitments hereunder, existing Term Loans. (iib) 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 as agreed between the lenders providing such Credit Agreement Refinancing Indebtedness and the Borrower set forth in Section 4.02 and, to the extent reasonably requested by the Term Administrative Agent, receipt by the Term Administrative Agent of (i) customary legal opinions, board resolutions, resolutions and officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Effective Date under Section 4.01 (other than changes to such legal opinions opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Term Administrative Agent). Agent and (ii) reaffirmation agreements and/or such amendments to the 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. (c) Each Class issuance of Credit Agreement Refinancing Indebtedness incurred under this Section 2.21 2.17(a) shall be in an aggregate principal amount that is (x) not less than $10,000,000 in the case of Other Term Loans 5,000,000 and (y) an integral multiple of $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 promptly notify each Lender as to the effectiveness of each Refinancing Amendment. d) Each of the parties hereto hereby agrees that, upon that this Agreement and the effectiveness of any other Loan Documents may be amended pursuant to a Refinancing Amendment, this Agreement shall be deemed amended 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 and (including any amendments necessary ii) make such other changes to treat this Agreement and the Loans other Loan Documents consistent with the provisions and Commitments subject thereto as Other Term Loans and/or Other Term Commitments). Any Refinancing Amendment may, intent of Section 10.01 (without the consent of any other Lenders, 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 Term Administrative Agent and the Lead Borrower, to effect the provisions of this SectionSection 2.17, and the Required Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment. (b) This Section 2.21 shall supersede any provisions in Section 2.18 or Section 9.02 to the contrary.

Refinancing Amendments. (a) At any time after the Effective Date, the Borrower may obtain, from any Lender or any Additional Term 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 Agreement (which for purposes of this clause (ai) 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 Commitments pursuant to a Refinancing Amendmentor (y) Other Revolving Loans or Other Revolving Commitments, as the case may be; 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 (or reduction) of outstanding Term Loans Indebtedness being so refinanced. The effectiveness of refinanced (or the case may be), as the case may be and accompanied by any Refinancing Amendment shall be subject to prepayment premium payable thereon in accordance with the satisfaction on the date thereof of the conditions as agreed between the 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 legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Effective Date under Section 4.01 (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 Term Administrative Agent)terms hereof. Each Class of Credit Agreement Refinancing Indebtedness incurred under this Section 2.21 shall be in an aggregate principal amount that is (x) not less than $10,000,000 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 $1,000,000 in excess thereof (in each case unless the Borrower and the Term 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 be required to act as “issuing bank” under any such Refinancing Amendment without its written consent. The Term 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 Term Loans Loans, Other Revolving Commitments and/or Other Term Commitments). Any Refinancing Amendment may, without the consent of any other Lenders, effect such 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 the Borrower, to effect the provisions of this Section. 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 holding USD Tranche Revolving Commitments to Lenders holding extended revolving commitments in accordance with the terms of such Refinancing Amendment; provided, 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 be adjusted accordingly and (ii) if so provided in the relevant Refinancing Amendment and with the consent of each Multicurrency Tranche Issuing Bank, participations in Multicurrency Tranche Letters of Credit expiring on or after the 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 such Refinancing Amendment; provided, however, that such participation interests shall, upon receipt thereof by the relevant Lenders holding Multicurrency Tranche Revolving Commitments, be 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 2.21 shall supersede any provisions in Section 2.18 or Section 9.02 to the contrary.

Refinancing Amendments. (a) At any time after the Effective Closing Date, the Borrower may obtain, from any Lender or any Additional Term 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 (which for purposes of this clause (a) will be deemed to include any then outstanding Other Term Loans) Agreement, in the form of one or more Classes of Other Term Loans, Other Term Commitments, Other Revolving Loans or Other Term Revolving Commitments pursuant to a Refinancing Amendment; provided that such Credit Agreement Refinancing Indebtedness (i) will be unsecured that, notwithstanding anything to the contrary in this Section 2.14 or will rank pari passu or junior in right of payment and of security with the other Loans and Commitments hereunderotherwise, (ii1) will have 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 pricing Class on a better than a pro rata basis as compared to any other Class with a later maturity date than such Class and optional prepayment terms as may (3) assignments and participations of Other Revolving Commitments and Other Revolving Loans shall be agreed governed by the Borrower same assignment and the Lenders thereof, and (iii) the Net Proceeds of such Credit Agreement Refinancing Indebtedness shall be applied, substantially concurrently with the incurrence thereof, participation provisions applicable to the prepayment of outstanding Term Loans being so refinancedexisting 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 as agreed between the lenders providing such Credit Agreement Refinancing Indebtedness set forth in Section 4.02, and the Borrower and, to the extent reasonably requested by the Term Administrative Agent, receipt by the Term Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with opinions reasonably requested by the Administrative Agent relating to the matters described above covering matters similar to those covered in the opinions delivered on the Effective Date under Section 4.01 (other than changes Closing Date. No Lender shall have any obligation to such legal opinions resulting from a change participate in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Term Administrative Agent)any Refinancing Amendment. Each Class issuance of Credit Agreement Refinancing Indebtedness incurred under this Section 2.21 2.14(a) shall be in an aggregate principal amount that is (x) not less than $10,000,000 in the case of Other Term Loans 5,000,000 and (y) an integral multiple of $1,000,000 in excess thereof thereof. (in each case unless the Borrower and the Term Administrative Agent otherwise agree). b) The Term 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 a Class of Other Term Loans and/or Loans, Other Revolving Loans, Other Term Commitments and Other Revolving Commitments, as applicable). Any Refinancing Amendment may, without the consent of any other Lenders, effect such 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 the Borrower, to effect the provisions of this SectionSection 2.14. (bc) The Loans and Commitments established pursuant to this Section 2.14 shall constitute Loans and Commitments under, and shall be entitled to all the 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 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 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, the related Revolving Commitments) outstanding on the effective date of such Refinancing Amendment as shall be 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 11.06. 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 2.21 shall supersede any provisions in Section 2.18 2.12, Section 11.01 or Section 9.02 11.08 to the contrary.

Refinancing Amendments. (a) At any time after the Restatement Effective Date, the Borrower may obtain, from any Lender or any Additional Term Lender, Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Term Loans then outstanding under this 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 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 the conditions as agreed between the 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 legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Restatement Effective Date under Section 4.01 (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 Term Administrative Agent). Each Class of Credit Agreement Refinancing Indebtedness incurred under this Section 2.21 shall be in an aggregate principal amount that is (x) not less than $10,000,000 in the case of Other Term Loans and (y) an integral multiple of $1,000,000 in excess thereof (in each case unless the Borrower and the Term Administrative Agent otherwise agree). The Term 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 Term Loans and/or Other Term Commitments). Any Refinancing Amendment may, without the consent of any other Lenders, effect such 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 the Borrower, to effect the provisions of this Section. (b) This Section 2.21 shall supersede any provisions in Section 2.18 or Section 9.02 to the contrary.

Refinancing Amendments. (a) At So long as no Specified Default exists or would arise therefrom, at any time after the Effective Closing Date, the Borrower Borrowers may obtain, from any Lender, any Additional Lender or any Additional Term Lenderother Person, Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Term Loans then outstanding under this Agreement Facility (which for purposes of this clause (a) will be deemed to include any 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 FILO Tranche unless (1) the Loans comprising the FILO Tranche are the only Loans outstanding 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 Commitments 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 such . Each Tranche of Credit Agreement Refinancing Indebtedness incurred under this Subsection 2.7 shall be in an aggregate principal amount that is (ix) will be unsecured not less than $10,000,000 in the case of Other ABL Term Loans or will rank pari passu or junior in right of payment and of security with the other Other Revolving Credit Loans and Commitments hereunder, (iiy) will have such pricing and optional prepayment terms as may be agreed by the Borrower and the Lenders an integral multiple of $5,000,000 in excess thereof, and . (iiib) 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 as agreed between the lenders providing such Credit Agreement Refinancing Indebtedness set forth in Subsection 6.2(a) and the Borrower 6.2(b) and, to the extent reasonably requested by the Term Administrative Agent, receipt by the Term Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Effective Closing Date under Section 4.01 Subsection 6.1 (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 opinion). Any Refinancing Amendment may provide for the issuance of Letters of Credit for the account of any Borrower, or the provision to the Term Administrative Agent). Each Class Borrowers of Swingline Loans, pursuant to any Other Revolving Credit Agreement Refinancing Indebtedness incurred under this Section 2.21 shall be in an aggregate principal amount that is (x) not less than $10,000,000 in the case of Other Term Loans and (y) an integral multiple of $1,000,000 in excess thereof (Commitments established thereby, in each case unless on terms substantially equivalent to the Borrower terms applicable to Letters of Credit and Swingline Loans under the Term Administrative Agent otherwise agree). Commitments. (c) The Term 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 ABL Term Loans Loans, Other Revolving Credit Loans, Other Revolving Credit Commitments and/or Other ABL Term Commitments). Any The Lenders hereby irrevocably authorize the Administrative Agent to enter into any Refinancing Amendment may, without the consent of any other Lenders, to effect such 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 Term Administrative Agent and the BorrowerBorrower Representative, to effect the provisions of this SectionSubsection 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 holding Commitments to Lenders holding extended revolving commitments in accordance with the terms of such Refinancing Amendment; provided, 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 be adjusted accordingly. (b) This Section 2.21 shall supersede any provisions in Section 2.18 or Section 9.02 to the contrary.

Refinancing Amendments. (a) At any time On one or more occasions after the Effective Escrow Release Date, the Borrower Borrowers may obtain, from any Lender or any Additional Term Refinancing Lender, Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Term Loans then outstanding under this 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 pursuant to a Refinancing Amendment; provided that such Credit Agreement Refinancing Indebtedness . (ib) 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 as agreed between the lenders providing such Credit Agreement Refinancing Indebtedness and the Borrower set forth in Section 4.2 and, to the extent reasonably requested by the Term Administrative Agent, receipt by the Term Administrative Agent of (i) customary legal opinions, board resolutions, resolutions and officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Effective Original Closing Date under Section 4.01 (other than changes to such legal opinions opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Term Administrative Agent). Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Agent in order to ensure that such Credit Agreement Refinancing Indebtedness is provided with the benefit of the applicable Financing Agreements. (c) Each Class issuance of Credit Agreement Refinancing Indebtedness incurred under this Section 2.21 2.9(a) shall be in an aggregate principal amount that is (x) not less than $10,000,000 in the case of Other Term Loans 25,000,000 and (y) an integral multiple of $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 promptly notify each Lender as to the effectiveness of each Refinancing Amendment. d) Each of the parties hereto hereby agrees that, upon that this Agreement and the effectiveness of any other Financing Agreements may be amended pursuant to a Refinancing Amendment, this Agreement shall be deemed amended 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 thereto, (including any amendments necessary ii) make such other changes to treat this Agreement and the Loans other Financing Agreements consistent with the provisions and Commitments subject thereto as Other Term Loans and/or Other Term Commitments). Any Refinancing Amendment may, intent of Section 12.3(g) (without the consent of any other Lenders, the Required Lenders called for therein) and (iii) 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 Term Administrative Agent and the Parent Borrower, to effect the provisions of this SectionSection 2.9, and the Required Lenders hereby expressly authorize the Agent to enter into any such Refinancing Amendment. (be) This Section 2.21 shall supersede any provisions in Section 2.18 or Section 9.02 Notwithstanding anything to the contrarycontrary in this Agreement, 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 be permitted under this Agreement.

Refinancing Amendments. (a) At any time after the Effective Date, the Borrower may obtain, from any Lender or any Additional Term Lender, Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Term Loans then outstanding under this 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 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 the conditions as agreed between the 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 legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Effective Date under Section 4.01 (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 Term Administrative Agent). Each Class of Credit Agreement Refinancing Indebtedness incurred under this Section 2.21 shall be in an aggregate principal amount that is (x) not less than $10,000,000 in the case of Other Term Loans and (y) an integral multiple of $1,000,000 in excess thereof (in each case unless the Borrower and the Term Administrative Agent otherwise agree). The Term 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 Term Loans and/or Other Term Commitments). Any Refinancing Amendment may, without the consent of any other Lenders, effect such 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 the Borrower, to effect the provisions of this Section. . (b) This Section 2.21 shall supersede any provisions in Section 2.18 or Section 9.02 to the contrary.

Refinancing Amendments. (a1) At any time after the Effective Closing Date, the Borrower may obtain, from any Lender or any Additional Lender (it being understood that (i) no Lender shall be required to provide any Other Loan without its consent, (ii) Affiliated Lenders may not provide Other Revolving Commitments and (iii) Other Term LenderLoans provided by Affiliated Lenders shall be subject to the limitations set forth in Section 10.07(h)), Credit Agreement Refinancing Indebtedness in respect of Other Loans to refinance all or any portion of the Term applicable Class or Classes of Loans then outstanding under this Agreement (which for purposes of this clause (a) will be deemed made pursuant to include any then outstanding Other Term Loan Commitments, in the case of Other Term Loans) , and pursuant to Other Revolving Commitments, in the form case of Other Term Loans or Other Term Commitments Revolving Loans, in each case pursuant to a Refinancing Amendment; provided that such Credit Agreement Refinancing Indebtedness Other Loans and Other Revolving Commitments (i) will be unsecured or will shall rank pari passu or junior equal in priority in right of payment and of security with the other Loans and Commitments hereunder, (ii) will 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 junior basis, shall be subject to an applicable Intercreditor Agreement(s), (iii) if secured, shall not 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 such pricing interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts, original issue discounts and optional prepayment terms and premiums as may be agreed by the Borrower and the Lenders thereof, and thereof and/or (iiiB) the Net Proceeds of such Credit Agreement Refinancing Indebtedness shall be applied, substantially concurrently with the incurrence thereof, may provide for additional fees and/or premiums payable to the prepayment of outstanding Term Lenders providing such Other Loans being so refinanced. The effectiveness of in addition to any Refinancing Amendment shall be subject to the satisfaction on the date thereof of the conditions as agreed between items contemplated by the lenders providing such Credit Agreement Refinancing Indebtedness and the Borrower andpreceding 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) 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, (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 Term Administrative Agent, receipt deliver customary reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Term Administrative Agent in order to ensure that such Other Loans or Other Revolving Commitments are provided with the benefit of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Effective Date under Section 4.01 applicable Loan Documents. (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 Term Administrative Agent). 2) Each Class of Credit Agreement Refinancing Indebtedness Other Commitments and Other Loans incurred under this Section 2.21 2.15 shall be in an aggregate principal amount that is (x) not less than $10,000,000 in the case of Other Term Loans and (y) an integral multiple of $1,000,000 in excess thereof (in each case unless the Borrower and the Term Administrative Agent otherwise agree)5.0 million. The Term 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 Other Commitments and Other Loans incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans and/or Other Term Commitments as Loans and Commitments). Any Refinancing Amendment may, without the consent of any other Lenders, effect such 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 the Borrower, to effect the provisions of this SectionSection 2.15. (b3) This Section 2.21 2.15 shall supersede any provisions in Section 2.18 2.12, 2.13 or Section 9.02 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 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 the applicable Lenders.

Refinancing Amendments. (a) At any time after the Effective Fourth Restatement Closing Date, the Borrower may obtain, from any Lender or any Additional Term Lender, obtain Credit Agreement Refinancing Indebtedness Debt from any Additional Refinancing Lender, in respect of all or any portion of the Term Loans then outstanding under this 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 Commitments each case pursuant to a Refinancing Amendment; provided that such Credit Agreement Refinancing Indebtedness . (ib) 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 as agreed between the lenders providing such Credit Agreement Refinancing Indebtedness and the Borrower set forth in Section 5.2 and, to the extent reasonably requested by the Term Administrative Agent, to receipt by the Term Administrative Agent of (i) customary legal opinions, board resolutions, resolutions and officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Effective Fourth Restatement Closing Date under Section 4.01 (other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form counsels’ forms of opinion opinions reasonably satisfactory to the Term Administrative Agent). , and (ii) reaffirmation agreements and/or such amendments to the Security Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Credit Agreement Refinancing Debt is provided with the benefit of the applicable Loan Documents. (c) Each Class issuance of Credit Agreement Refinancing Indebtedness incurred under this Section 2.21 Debt shall be in an aggregate principal amount that is (x) not less than $10,000,000 in the case of Other Term Loans 25,000,000, and (y) an integral multiple of $1,000,000 in excess thereof 1,000,000. (in each case unless the Borrower and the Term Administrative Agent otherwise agree). The Term Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. d) Each of the parties hereto hereby agrees that, upon that this Agreement and the effectiveness of any other Loan Documents may be amended pursuant to a Refinancing Amendment, this Agreement shall be deemed amended 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 thereto, and (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans and/or Other Term Commitments). Any Refinancing Amendment may, without the consent of any other Lenders, 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 the Borrower, to effect the provisions of this Section. (b) This Section 2.21 shall supersede 2.14, and the Required Lenders hereby expressly authorize the Administrative Agent to enter into any provisions in Section 2.18 or Section 9.02 to such Refinancing Amendment. Unless the contrary.Swingline Lender enters into the Refinancing Amendment for a Refinancing Revolving Facility, the Swingline

Refinancing Amendments. (a) At any time after the Effective Closing Date, the Borrower may obtain, from any Lender or any Additional Term 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 Agreement (which for purposes of this clause (a) 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 Commitments in each case pursuant to a Refinancing Amendment; provided that such Credit Agreement Refinancing Indebtedness . Any Other Loans may participate on a pro rata basis or on a less than pro rata basis (ibut not on a greater than pro rata basis) will be unsecured in any voluntary or will rank pari passu or junior in right of payment and of security with the other Loans and Commitments mandatory prepayments hereunder, (ii) will have such pricing and optional prepayment terms as may be agreed by specified in the Borrower and the Lenders thereof, and (iii) the Net Proceeds of such Credit Agreement applicable Refinancing Indebtedness shall be applied, substantially concurrently with the incurrence thereof, to the prepayment of outstanding Term Loans being so refinancedAmendment. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction or waiver on the date thereof of each of the conditions as agreed between the lenders providing such Credit Agreement Refinancing Indebtedness and the Borrower set forth in Section 4.02 and, to the extent reasonably requested by the Term Administrative Agent, receipt by the Term Administrative Agent of customary legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements generally consistent with those delivered on the Effective Closing Date under Section 4.01 (other than which in the case of legal opinions, take into account 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 Term Administrative Agent). Each Class of Credit Agreement Refinancing Indebtedness incurred under this Section 2.21 2.17 shall (i) be in an aggregate principal amount that is (x) not less than $10,000,000 and (ii) (x) with respect to any Other Loans or Other Commitments in the case of Other Term 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 $1,000,000 in excess thereof (in each case unless any Term Loans being refinanced, will have a maturity date that is not prior to the Borrower maturity date of, and will have a Weighted Average Life to Maturity that is not shorter than, the Term Administrative Agent otherwise agree)Loans being refinanced. The Term 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 Term Loans and/or Other Term Commitments). Any Refinancing Amendment may, without the consent of any other Lenders, effect such 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 the Borrower, to effect the provisions of this Section. (b) Section 2.17. This Section 2.21 2.17 shall supersede any provisions in Section 2.18 2.05, Section 2.13 or Section 9.02 10.01 to the contrary.

Refinancing Amendments. (a) At any time after the Effective Closing Date, the Borrower may obtain, obtain from any existing Lender or any other bank, financial institution or other institutional lender or investor and, in the case of Revolving Credit Commitments, reasonably satisfactory to the Administrative Agent, the Swingline Lender and the Letter of Credit Issuers (any such existing Lender or other Person being called an “Additional Refinancing Lender”), Other Term LenderLoans, Credit Agreement Refinancing Indebtedness Other Revolving Loans, Other Revolving Commitments and/or Other Term Commitments in respect of (a) all or any portion of the any Class of Term Loans then outstanding under this Agreement or (which for purposes b) all or any portion of this clause the Revolving Credit Commitments (a) will be deemed to include any then outstanding Other Term including the corresponding portion of the Revolving Credit Loans) under this Agreement, in the form of Other Term Loans or Other Term Commitments each case pursuant to a Refinancing Amendment; Amendment; provided that such Credit Agreement Refinancing Indebtedness (i) will such Other Term Loans, Other Revolving Loans, Other Revolving Commitments and/or Other Term Commitments may be unsecured or will rank pari passu or junior in right secured only by assets consisting of payment Collateral and of security with the other Loans and Commitments hereunder, (ii) will have such pricing the covenants, events of default and optional prepayment guarantees of any Other Term Loans, Other Revolving Loans, Other Revolving Commitments and/or Other Term Commitments are either (i) on market terms and conditions (as may be agreed determined by the Borrower and the Lenders thereof, and in good faith) or (iiiii) the Net Proceeds of such Credit Agreement Refinancing Indebtedness shall be applied, substantially concurrently with the incurrence thereof, not materially more favorable (when taken as a whole) to the prepayment of outstanding Term Loans Additional Refinancing Lenders than those applicable to the Indebtedness being so refinancedRefinanced. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of the such express conditions as are mutually agreed between with the lenders providing such Credit Agreement Refinancing Indebtedness Administrative Agent and the Borrower and, to the extent reasonably requested by the Term Administrative Agent, receipt by the Term Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Effective Date under Section 4.01 (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 Term Administrative Agent)participating Additional Refinancing Lenders. Each Class of Other Term Loans, Other Revolving Loans, Other Revolving Commitments and/or Other Term Commitments (other than in connection with an extension of the maturity of Term Loans, Revolving Credit Agreement Refinancing Indebtedness Loans or Revolving Credit Commitments) incurred under this Section 2.21 2.15 shall be in an integral multiple of $1,000,000 and be in an aggregate principal amount that is (x) not less than $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 the applicable Indebtedness being Refinanced. Upon the effectiveness of any Refinancing Amendment in respect of any Other Revolving Commitments, the case Revolving Credit Commitments being replaced shall be considered permanently reduced and terminated. Subject to the consent of Other Term Loans and (y) an integral multiple the Letter of $1,000,000 in excess thereof (in each case unless Credit Issuers, any Refinancing Amendment may provide for the issuance of Letters of Credit for the account of the Borrower and pursuant to any Other Revolving Commitments established thereby on terms substantially equivalent to the Term Administrative Agent otherwise agree)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 Term 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 or reasonably advisable to 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 (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans Loans, Other Revolving Loans, Other Revolving Commitments and/or Other Term Commitments). Any Refinancing Amendment may, without the consent of any other Lenders, effect such 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 Term Administrative Agent and the Borrower, to effect the provisions of this Section. (b) Section 2.15. This Section 2.21 2.15 shall supersede any provisions in Section 2.18 or Section 9.02 this Agreement the contrary. Notwithstanding anything to the contrarycontrary 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 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 Borrower shall be permitted to permanently repay and terminate commitments of any such 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 be governed by the same assignment and participation provisions applicable to Revolving Credit Commitments and Revolving Loans.

Refinancing Amendments. (a) At The Borrower may obtain at any time or from time to time after the Effective Closing Date, the Borrower may obtain, from any Lender or any Additional Term 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 Agreement (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 pursuant to a Refinancing Amendment; provided that Amendment (or, in the case such Credit Agreement Refinancing Indebtedness (i) will be unsecured or will rank pari passu or junior in right consists of payment and of security with notes, pursuant to the other Loans and Commitments hereunder, (ii) will have such pricing and optional prepayment terms as may be agreed by agreements referred to in the Borrower and last sentence of the Lenders thereof, and (iii) the Net Proceeds definition of such Credit Agreement Refinancing Indebtedness and in the case of such notes, the Refinancing Amendment, if entered into, shall be applied, substantially concurrently with effectuate the incurrence thereof, to the prepayment purposes set forth in such last sentence of outstanding Term Loans being so refinancedsuch definition). The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof Administrative Agent’s receipt of the conditions as agreed between the lenders providing such Credit Agreement Refinancing Indebtedness and the Borrower customary loan documentation and, to the extent reasonably requested by the Term Administrative Agent, receipt by the Term Administrative Agent of customary legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements and other customary closing certificates, in each case consistent with those delivered on the Effective Closing Date under Section 4.01 (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 Term Administrative Agent), and customary reaffirmation agreements. Each Class Refinancing Tranche of Credit Agreement Refinancing Indebtedness incurred under this Section 2.21 2.16(a) shall be in an aggregate principal amount that is (x) not less than $10,000,000 in the case of Other Term Loans 25,000,000 and (y) an integral multiple of $1,000,000 in excess thereof (in each case unless the Borrower and the Term Administrative Agent otherwise agree)thereof. The Term 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 Term Loans and/or Other Term Loan Commitments). The proceeds of any Refinancing Tranche shall be used to repay Loans of such Class on a pro rata basis. (b) Any Refinancing Amendment may, without the consent of any other Lenders, effect such 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 the Borrower, to effect the provisions of this Section. Notwithstanding the foregoing, 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 advice or concurrence, all such amendments entered into with the Borrower by the Administrative Agent or the Collateral Agent hereunder shall be binding and conclusive on the Lenders. (bc) This Section 2.21 2.16 shall supersede any provisions in Section 2.18 2.13, 2.15 or Section 9.02 11.01 to the contrary.

Refinancing Amendments. (a) At any time after After the Effective Closing Date, the Borrower may obtain, from any Lender or any Additional Term Lender, Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Term Loans then outstanding under this Agreement (which for purposes of this clause (a) Section 2.15 will be deemed to include any then outstanding Other Term Loans, New Term Loans, Extended Term Loans) in the form of Other Term Loans or Other Term 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 (i) will be unsecured may provide for any additional or will rank pari passu different financial 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 covenants or other provisions that are agreed by between the Borrower and the Lenders thereof, thereof and (iii) applicable only during periods after the Net Proceeds of Latest Maturity Date that is in effect on the date such Credit Agreement Refinancing Indebtedness shall be appliedis issued, substantially concurrently with the incurrence thereof, to the prepayment of outstanding incurred or obtained. Any Other Term Loans being so refinancedmay 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 as agreed between the lenders providing such Credit Agreement Refinancing Indebtedness and the Borrower set forth in Section 4.02 and, to the extent reasonably requested by the Term Administrative Agent, receipt by the Term Administrative Agent of customary legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Effective Closing Date under Section 4.01 (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 Term Administrative Agent). Each Class incurrence of Credit Agreement Refinancing Indebtedness incurred under this Section 2.21 2.15 shall be in an aggregate principal amount that is (x) of not less than $10,000,000 in the case of Other Term Loans and (y) an integral multiple of $1,000,000 in excess thereof (in each case unless the Borrower and the Term Administrative Agent otherwise agree)50,000,000. The Term 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 Term Loans and/or Other Term Commitments). Any Refinancing Amendment may, without the consent of any other Lenders, effect such 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 the Borrower, to effect the provisions of this Section. (b) Section 2.15. This Section 2.21 2.15 shall supersede any provisions in Section 2.18 2.13 or Section 9.02 10.01 to the contrary. It is understood that (w) 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 Term Commitment) (x) the Administrative Agent shall have consented (such consent not to be unreasonably withheld) to such Person’s providing such Credit Agreement Refinancing Indebtedness if such consent would be required under Section 10.07 for an assignment of Loans or Commitments to such Person and (y) any Affiliated Lender providing an Other Term Commitment shall be subject to the same restrictions set forth in Section 10.07(h) as they would otherwise be subject to with respect to any purchase by or assignment to such Affiliated Lender of Term Loans.

Refinancing Amendments. (a) At any time On one or more occasions after the Effective Date, the 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 Term 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 (which for purposes of this clause (a) will be deemed to include any then outstanding Other Term Loans) Agreement, in the form of Other Refinancing Term Loans B Advances or Other Refinancing Term Commitments pursuant B Commitments; provided, that, with respect to each Additional Refinancing Lender that is a Parent or a Non-Debt Fund Affiliate, such Person providing any 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 Term B Advances shall be applied, substantially concurrently with the incurrence thereof, subject to the prepayment 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 outstanding Term Loans being so refinanced. B Advances. (b) The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions as agreed between the lenders providing such Credit Agreement Refinancing Indebtedness and the Borrower Bring-Down Conditions and, to the extent reasonably requested by the Term Administrative Agent, receipt by the Term Administrative Agent of (i) customary legal opinions, board resolutions, resolutions and officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Effective Date under Section 4.01 (other than changes to such legal opinions opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Term Administrative Agent). Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents (or new security agreements on substantially similar terms to the Collateral Documents) and intercreditor agreements to ensure that such Credit Agreement Refinancing Indebtedness is provided with the benefit of the applicable Loan Documents. (c) Each Class issuance of Credit Agreement Refinancing Indebtedness incurred under this Section 2.21 2.08(a) shall be in an aggregate principal amount that is (x) not less than $10,000,000 in the case of Other Term Loans and (y) an integral multiple of $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 promptly notify each Lender as to the effectiveness of each Refinancing Amendment. d) Each of the parties hereto hereby agrees that, upon that this Agreement and the effectiveness of any other Loan Documents may be amended pursuant to a Refinancing Amendment, this Agreement shall be deemed amended 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 and (including any amendments necessary ii) make such other changes to treat this Agreement and the Loans other Loan Documents consistent with the provisions and Commitments subject thereto as Other Term Loans and/or Other Term Commitments). Any Refinancing Amendment may, without the consent intent of any other Lenders, 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 Term Administrative Agent and the Borrower, to effect the provisions of this SectionSection 2.08, and the Required Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment. (b) This Section 2.21 shall supersede any provisions in Section 2.18 or Section 9.02 to the contrary.

Refinancing Amendments. (a) At any time after the Effective Closing Date, the Borrower Borrowers may obtain, from any Lender or any Additional Term 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 Agreement (which for purposes of this clause (a) 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 Commitments in each case pursuant to a Refinancing Amendment; provided that such Credit Agreement Refinancing Indebtedness . Any Other Loans may participate on a pro rata basis or on a less than pro rata basis (ibut not on a greater than pro rata basis) will be unsecured in any voluntary or will rank pari passu or junior in right of payment and of security with the other Loans and Commitments mandatory prepayments hereunder, (ii) will have such pricing and optional prepayment terms as may be agreed by specified in the Borrower and the Lenders thereof, and (iii) the Net Proceeds of such Credit Agreement applicable Refinancing Indebtedness shall be applied, substantially concurrently with the incurrence thereof, to the prepayment of outstanding Term Loans being so refinancedAmendment. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction or waiver on the date thereof of each of the conditions as agreed between the lenders providing such Credit Agreement Refinancing Indebtedness and the Borrower set forth in Section 4.02 and, to the extent reasonably requested by the Term Administrative Agent, receipt by the Term Administrative Agent of customary legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements generally consistent with those delivered on the Effective Closing Date under Section 4.01 (other than which in the case of legal opinions, take into account 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 Term Administrative Agent). Each Class of Credit Agreement Refinancing Indebtedness incurred under this Section 2.21 2.17 shall (i) be in an aggregate principal amount that is (x) not less than $10,000,000 and (ii) (x) with respect to any Other Loans or Other Commitments in the case of Other Term 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 $1,000,000 in excess thereof (in each case unless any Term Loans being refinanced, will have a maturity date that is not prior to the Borrower maturity date of, and will have a Weighted Average Life to Maturity that is not shorter than, the Term Administrative Agent otherwise agree)Loans being refinanced. The Term 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 Term Loans and/or Other Term Commitments). Any Refinancing Amendment may, without the consent of any other Lenders, effect such 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 the BorrowerBorrowers, to effect the provisions of this Section. (b) Section 2.17. This Section 2.21 2.17 shall supersede any provisions in Section 2.18 2.05, Section 2.13 or Section 9.02 10.01 to the contrary.