Common use of Refinancing Amendments Clause in Contracts

Refinancing Amendments. (a) At any time after the Closing Date, the Borrower may obtain, from any Lenders or any Additional Lenders (provided, that the Administrative Agent (and, solely with respect to any Refinancing Amendment establishing any Revolving Credit Commitments, each Letter of Credit Issuer) shall have consented to such Additional Lender’s providing any Refinancing Commitments to the extent such consent would be required under Section 13.6(b) for an assignment of Loans or Commitments, as applicable, to such Additional Lender; provided, further, that any Lender offered or approached to provide all or a portion of the Refinancing Commitments may elect or decline, in its sole discretion, to provide a Refinancing Commitment), Credit Agreement Refinancing Indebtedness in respect of (a) all or any portion of the Term Loans then outstanding under this Agreement or (b) all or any portion of the Revolving Credit Loans (or unused Revolving Credit Commitments) under this Agreement, in the form of (x) Refinancing Term Loans or Refinancing Term Loan Commitments or (y) Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments, as the case may be, in each case pursuant to a Refinancing Amendment; provided that such Refinancing Term Loans, Refinancing Term Loan Commitments, Refinancing Revolving Credit Loans and Refinancing Revolving Credit Commitments: (i) will rank pari passu in right of payment and of security with the other Loans and Commitments hereunder; (ii) will have such pricing, premiums and optional prepayment terms as may be agreed by the Borrower and the Lenders thereof;

Refinancing Amendments. (a) At any time On one or more occasions after the Closing Date, the Borrower may obtain, from any Lenders Lender or any other bank, financial institution or other institutional lender or investor that agrees to provide any portion of Refinancing Term Loans or Other Revolving Credit Commitments pursuant to a Refinancing Amendment in accordance with this Section 2.15 (each, an “Additional Lenders Refinancing Lender”) (provided, provided that the Administrative Agent (and, i) solely with respect to any Refinancing Amendment establishing any Other Revolving Credit Commitments, the Administrative Agent, each Letter of Credit Swing Line Lender and each L/C Issuer) , if applicable, shall have consented (not to be unreasonably withheld or delayed) to such Lender’s or Additional Refinancing Lender’s providing any Refinancing such Other Revolving Credit Commitments to the extent such consent consent, if any, would be required under Section 13.6(b10.07(b) for an assignment of Loans or Commitments, as applicable, Revolving Credit Commitments to such Lender or Additional Refinancing Lender; provided, further(ii) with respect to Refinancing Term Loans, that any Affiliated Lender offered 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 approached assignment to such Affiliated Lender of Term Loans and (iii) Affiliated Lenders may not provide all or a portion of the Refinancing Commitments may elect or decline, in its sole discretion, to provide a Refinancing CommitmentOther Revolving Credit Commitments), Credit Agreement Refinancing Indebtedness in respect of (a) all or any portion of any Class, as selected by the Borrower in its sole discretion, of Term Loans then outstanding under this Agreement or (b) all or any portion of the Revolving Credit Loans (or unused Revolving Credit CommitmentsCommitments in respect thereof) then outstanding under this Agreement, in the form of (x) Refinancing Term Loans or Loans, Refinancing Term Loan Commitments or (y) Refinancing Revolving Credit Loans or Refinancing Commitments, Other Revolving Credit Commitments, as the case may be, in each case or Other Revolving Credit Loans pursuant to a Refinancing Amendment; provided that such Refinancing Term Loansnotwithstanding anything to the contrary in this Section 2.15 or otherwise, Refinancing Term Loan (1) 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 (3) 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, Refinancing (2) subject to the provisions of Section 2.03(n) and Section 2.04(g) to the extent dealing with Swing Line Loans and Letters of Credit which mature or expire after a maturity date when there exist Other Revolving Credit Commitments with a longer maturity date, all Swing Line Loans and Letters of Credit shall be participated on a pro rata basis by all Lenders with Commitments in accordance with their percentage of the Commitments in respect of Revolving Credit Loans (and Refinancing except as provided in Section 2.03(n) and Section 2.04(g), without giving effect to changes thereto on an earlier maturity date with respect to Swing Line Loans and Letters of Credit theretofore incurred or issued), (3) the permanent repayment of Revolving Credit Commitments: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 Commitments in respect of Revolving Credit Loans, except that the Borrower shall be permitted to permanently repay and terminate commitments of any such Class on a better than a pro rata basis as compared to any other Class with a later maturity date than such Class and (4) 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. (b) The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) will rank pari passu customary legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Closing Date other than changes to such legal opinion resulting from a change in right law, change in fact or change to counsel’s form of payment opinion reasonably satisfactory to the Administrative Agent and of security with the other Loans and Commitments hereunder; (ii) will have reaffirmation agreements and/or such pricing, premiums and optional prepayment terms amendments to the Collateral Documents as may be agreed reasonably requested by the Borrower Administrative Agent in order to ensure that such Credit Agreement Refinancing Indebtedness is provided with the benefit of the applicable Loan Documents. (c) Each issuance of Credit Agreement Refinancing Indebtedness under Section 2.15(a) shall be in an aggregate principal amount that is (x) not less than $10,000,000 and (y) an integral multiple of $1,000,000 in excess thereof. (d) Each of the parties hereto hereby agrees that this Agreement and the other Loan Documents may be amended pursuant to a Refinancing Amendment, without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto and (ii) make such other changes to this Agreement and the other Loan Documents consistent with the provisions and intent of the third paragraph of Section 10.01 (without the consent of the Required Lenders thereof;called for therein) and (iii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.15, and the Required Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment. (e) This Section 2.15 shall supersede any provisions in Section 2.13 or 10.01 to the contrary.

Refinancing Amendments. (a) At any time On one or more occasions after the Closing Date, the Borrower may obtain, from any Lenders 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 Lenders Refinancing Lender”) (provided, provided that (i) the Administrative Agent (and, solely with respect to any Refinancing Amendment establishing any Revolving Credit CommitmentsAgent, each Letter of Credit Issuer) Swing Line Lender and each L/C Issuer shall have consented (not to be unreasonably withheld or delayed) to such Additional Lender’s or Additional Refinancing Lender’s making such Refinancing Term Loans or providing any Refinancing such Other Revolving Credit Commitments to the extent such consent consent, if any, would be required under Section 13.6(b10.07(b) for an assignment of Loans or Revolving Credit Commitments, as applicable, to such Lender or Additional Refinancing Lender; provided, further(ii) with respect to Refinancing Term Loans, that any Affiliated Refinancing Lender offered providing an 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 approached assignment to such Affiliated Lender of Term Loans and (iii) Affiliated Lenders may not provide all or a portion of the Refinancing Commitments may elect or decline, in its sole discretion, to provide a Refinancing CommitmentOther Revolving Credit Commitments), Credit Agreement Refinancing Indebtedness in respect of (a) all or any portion of the any Class of Term Loans then outstanding under this Agreement or (b) all or any portion of the Revolving Credit Loans (or unused Revolving Credit Commitments) then outstanding under this Agreement, in the form of (x) Refinancing Term Loans or Loans, Refinancing Term Loan Commitments or (y) Refinancing Revolving Credit Loans or Refinancing Commitments, Other Revolving Credit Commitments, as the case may be, in each case or Other Revolving Credit Loans pursuant to a Refinancing Amendment; provided that such Refinancing Term Loansnotwithstanding anything to the contrary in this Section 2.15 or otherwise, Refinancing Term Loan (1) 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 (3) 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, Refinancing (2) subject to the provisions of Section 2.03(n) and 2.04(g) to the extent dealing with Swing Line Loans and Letters of Credit which mature or expire after a maturity date when there exist Other Revolving Credit Commitments with a longer maturity date, all Swing Line Loans and Letters of Credit shall be participated on a pro rata basis by all Lenders with Commitments in accordance with their percentage of the Revolving Credit Commitments (and except as provided in Section 2.03(n) and Section 2.04(g), without giving effect to changes thereto on an earlier maturity date with respect to Swing Line Loans and Letters of Credit theretofore incurred or issued), (3) the permanent repayment of Revolving Credit Loans with respect to, and Refinancing 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 Borrower shall be permitted to permanently repay and terminate commitments of any such Class on a better than a pro rata basis as compared to any other Class with a later maturity date than such Class and (4) 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. (b) The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) will rank pari passu customary legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Closing Date other than changes to such legal opinion resulting from a change in right law, change in fact or change to counsel’s form of payment opinion reasonably satisfactory to the Administrative Agent and of security with the other Loans and Commitments hereunder; (ii) will have reaffirmation agreements and/or such pricing, premiums and optional prepayment terms amendments to the Collateral Documents as may be agreed reasonably requested by the Borrower Administrative Agent in order to ensure that such Credit Agreement Refinancing Indebtedness is provided with the benefit of the applicable Loan Documents. (c) Each issuance of Credit Agreement Refinancing Indebtedness under Section 2.15(a) shall be in an aggregate principal amount that is (x) not less than $20,000,000 and (y) an integral multiple of $1,000,000 in excess thereof. (d) Each of the parties hereto hereby agrees that this Agreement and the other Loan Documents may be amended pursuant to a Refinancing Amendment, without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto and (ii) make such other changes to this Agreement and the other Loan Documents consistent with the provisions and intent of the third paragraph of Section 10.01 (without the consent of the Required Lenders thereof;called for therein) and (iii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.15, and the Required Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment.

Refinancing Amendments. (a) At any time after the Closing Effective Date, the Borrower Borrowers may obtain, from any Lenders Lender or any Additional Lenders (provided, that the Administrative Agent (and, solely with respect to any Refinancing Amendment establishing any Revolving Credit Commitments, each Letter of Credit Issuer) shall have consented to such Additional Lender’s providing any Refinancing Commitments to the extent such consent would be required under Section 13.6(b) for an assignment of Loans or Commitments, as applicable, to such Additional Lender; provided, further, that any Lender offered or approached to provide all or a portion of the Refinancing Commitments may elect or decline, in its sole discretion, to provide a Refinancing Commitment), Credit Agreement Refinancing Indebtedness in respect of (ai) all or any portion of the Term Loans then outstanding under this Agreement or (bwhich for purposes of this clause (i) will be deemed to include any then outstanding Other Term Loans), (ii) all or any portion of the Revolving Credit Loans (or unused Revolving Credit Commitments) under this AgreementAgreement (which for purposes of this clause (ii) will be deemed to include any then outstanding Other Revolving Loans and Other Revolving Commitments) and (iii) all or any portion of Incremental Equivalent Debt, in the form of (x) Refinancing Other Term Loans or Refinancing Other Term Loan Commitments or (y) Refinancing Other Revolving Credit Loans or Refinancing Other Revolving Credit Commitments, as the case may be, in each case pursuant to a Refinancing Amendment; provided that such Credit Agreement Refinancing Term Loans, Refinancing Term Loan Commitments, Refinancing Revolving Credit Loans and Refinancing Revolving Credit Commitments: Indebtedness (i) will rank be unsecured or will be secured by the Collateral on a pari passu in right of payment and of security or junior basis with the other Loans Secured Obligations (and Commitments hereunder; if secured, subject to the terms of a Customary Intercreditor Agreement), (ii) will have such pricing, premiums pricing and optional prepayment terms as may be agreed by the Borrower Borrowers 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, reduction of Revolving Commitments being so refinanced or the prepayment, satisfaction and discharge or redemption of outstanding Incremental Equivalent Debt, as the case may be. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of the conditions as agreed between the lenders providing such Credit Agreement Refinancing Indebtedness and the Borrowers and, to the extent reasonably requested by the Administrative Agent, receipt by the 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 Administrative Agent). Each Class of Credit Agreement Refinancing Indebtedness incurred under this Section 2.20 shall be in an aggregate principal amount that is not less than $5,000,000 and an integral multiple of $1,000,000 in excess thereof (in each case unless the Borrowers and the Administrative Agent otherwise agree). Any Refinancing Amendment may provide for the issuance of Letters of Credit for the account of the Revolving Borrowers, or the provision to the Revolving Borrowers of Swingline Loans, pursuant to any Other Revolving Commitments established thereby, in each case on terms substantially equivalent to the terms applicable to Letters of Credit and Swingline Loans under the Revolving Commitments; provided that no Issuing Bank or Swingline Lender shall be required to act as “issuing bank” or “swingline lender” under any such Refinancing Amendment without its written consent. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, 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, 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 Administrative Agent and the Borrowers, to effect the provisions of this Section 2.20 (including, in connection with an Incremental Revolving Commitment Increase or Additional/Replacement Revolving Commitments, to reallocate Revolving Exposure on a pro rata basis among the relevant Revolving Lenders). 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, without limitation, the commission applicable thereto) shall be adjusted accordingly. (b) This Section 2.20 shall supersede any provisions in Section 2.17 or Section 9.02 to the contrary.

Refinancing Amendments. (a) At any time On one or more occasions after the Closing Date, the Borrower may obtain, from any Lenders 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 Lenders Refinancing Lender”) (provided, provided that (i) the Administrative Agent (and, solely with respect to any Refinancing Amendment establishing any Revolving Credit Commitments, each Letter of Credit Issuer) shall have consented (not to be unreasonably withheld or delayed) to such Additional Lender’s providing any or Additional Refinancing Commitments Lender’s making such Refinancing Term Loans to the extent such consent consent, if any, would be required under Section 13.6(b10.07(b) for an assignment of Loans or CommitmentsLoans, as applicable, to such Lender or Additional Lender; providedRefinancing Lender and (ii) with respect to Refinancing Term Loans, further, that any Affiliated Refinancing Lender offered providing an 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 approached assignment to provide all or a portion such Affiliated Lender of the Refinancing Commitments may elect or decline, in its sole discretion, to provide a Refinancing CommitmentTerm Loans), Credit Agreement Refinancing Indebtedness in respect of (a) all or any portion of the any Class of Term Loans then outstanding under this Agreement or (b) all or any portion of the Revolving Credit Loans (or unused Revolving Credit Commitments) under this Agreement, in the form of (x) Refinancing Term Loans or Refinancing Term Loan Commitments or (y) Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments, as the case may be, in each case pursuant to a Refinancing Amendment; provided that such . (b) The effectiveness of any Refinancing Term LoansAmendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 and, Refinancing Term Loan Commitmentsto the extent reasonably requested by the Administrative Agent, Refinancing Revolving Credit Loans and Refinancing Revolving Credit Commitments: receipt by the Administrative Agent of (i) will rank pari passu customary legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Closing Date other than changes to such legal opinion resulting from a change in right law, change in fact or change to counsel’s form of payment opinion reasonably satisfactory to the Administrative Agent and of security with the other Loans and Commitments hereunder; (ii) will have reaffirmation agreements and/or such pricing, premiums and optional prepayment terms amendments to the Collateral Documents as may be agreed reasonably requested by the Borrower Administrative Agent in order to ensure that such Credit Agreement Refinancing Indebtedness is provided with the benefit of the applicable Loan Documents. (c) Each issuance of Credit Agreement Refinancing Indebtedness under Section 2.15(a) shall be in an aggregate principal amount that is (x) not less than $20,000,000 and (y) an integral multiple of $1,000,000 in excess thereof. (d) Each of the parties hereto hereby agrees that this Agreement and the other Loan Documents may be amended pursuant to a Refinancing Amendment, without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto and (ii) make such other changes to this Agreement and the other Loan Documents consistent with the provisions and intent of the third paragraph of Section 10.01 (without the consent of the Required Lenders thereof;called for therein) and (iii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.15, and the Required Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment.

Refinancing Amendments. (a) At any time On one or more occasions after the Closing Date, the Borrower Borrowers may obtain, from any Lenders Lender or any other bank, financial institution or other institutional lender or investor that agrees to provide any portion of Refinancing Term Loans or Other Revolving Credit Commitments pursuant to a Refinancing Amendment in accordance with this Section 2.15 (each, an “Additional Lenders Refinancing Lender”) (provided, provided that the Administrative Agent (and, i) solely with respect to any Refinancing Amendment establishing any Other Revolving Credit CommitmentsCommitments and Other Revolving Credit Loans, the Administrative Agent, each Letter of Credit Issuer) Swing Line Lender and each L/C Issuer shall have consented (not to be unreasonably withheld or delayed) to such Lender’s or Additional Refinancing Lender’s providing any Refinancing such Other Revolving Credit Commitments to the extent such consent consent, if any, would be required under Section 13.6(b10.07(b) for an assignment of Loans or Commitments, as applicable, Revolving Credit Commitments to such Lender or Additional Refinancing Lender; provided, furtherunless such Lender or Additional Refinancing Lender is an existing Revolving Credit Lender or any Affiliate or Approved Fund of an existing Revolving Credit Lender, that (ii) with respect to Refinancing Term Loans, any Affiliated Lender offered 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 approached assignment to such Affiliated Lender of Term Loans and (iii) Affiliated Lenders may not provide all or a portion of the Refinancing Commitments may elect or decline, in its sole discretion, to provide a Refinancing CommitmentOther Revolving Credit Commitments), Credit Agreement Refinancing Indebtedness in respect of (a) all or any portion of any Class, series or tranche, as selected by the Parent Borrower in its sole discretion, of Term Loans then outstanding under this Agreement or (b) all or any portion of the Revolving Credit Loans (or unused Revolving Credit Commitments or Incremental Revolving Credit Commitments) then outstanding under this Agreement, in the form of (x) Refinancing Term Loans or Loans, Refinancing Term Loan Commitments or (y) Refinancing Revolving Credit Loans or Refinancing Commitments, Other Revolving Credit Commitments, as the case may be, in each case or Other Revolving Credit Loans pursuant to a Refinancing Amendment; provided that such Refinancing Term Loansnotwithstanding anything to the contrary in this Section 2.15 or otherwise, Refinancing Term Loan (1) 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, Refinancing (C) repayments made in connection with any refinancing of Other Revolving Credit Commitments and (D) repayment made in connection with a permanent repayment and termination of commitments (subject to clause (3) 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 (or, in the case of repayment, on a pro rata basis or less than pro rata basis) with all other Revolving Credit Commitments, (2) subject to the provisions of Section 2.03(n) and Section 2.04(g) to the extent dealing with Swing Line Loans and Letters of Credit which mature or expire after a maturity date when there exist Other Revolving Credit Commitments with a longer maturity date, all Swing Line Loans and Letters of Credit shall be participated on a pro rata basis by all Lenders with Commitments in accordance with their percentage of the Revolving Credit Commitments existing on the date such Other Revolving Credit Commitments are obtained (and except as provided in Section 2.03(n) and Section 2.04(g), without giving effect to changes thereto on an earlier maturity date with respect to Swing Line Loans and Letters of Credit theretofore incurred or issued), (3) the permanent repayment of Revolving Credit Loans with respect to, and Refinancing termination of, Other Revolving Credit Commitments:Commitments after the date of obtaining any Other Revolving Credit Commitments shall be made on a pro rata basis or less than pro rata basis with all other Revolving Credit Commitments existing on the date such Other Revolving Credit Commitments are obtained, 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 or in connection with any refinancing thereof and (4) 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 existing on the date such Other Revolving Credit Commitments are obtained. (b) The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) will rank pari passu customary legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Closing Date other than changes to such legal opinion resulting from a change in right law, change in fact or change to counsel’s form of payment opinion reasonably satisfactory to the Administrative Agent and of security with the other Loans and Commitments hereunder; (ii) will have reaffirmation agreements and/or such pricing, premiums and optional prepayment terms amendments to the Collateral Documents as may be agreed reasonably requested by the Borrower Administrative Agent in order to ensure that such Credit Agreement Refinancing Indebtedness is provided with the benefit of the applicable Loan Documents. (c) Each issuance of Credit Agreement Refinancing Indebtedness under Section 2.15(a) shall be in an aggregate principal amount that is (x) not less than $10,000,000 and (y) an integral multiple of $1,000,000 in excess thereof. (d) Each of the parties hereto hereby agrees that this Agreement and the other Loan Documents may be amended pursuant to a Refinancing Amendment, without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto and (ii) make such other changes to this Agreement and the other Loan Documents consistent with the provisions and intent of the third paragraph of Section 10.01 (without the consent of the Required Lenders thereof;called for therein) and (iii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Parent Borrower, to effect the provisions of this Section 2.15, and the Required Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment. (e) This Section 2.15 shall supersede any provisions in Section 2.13 or 10.01 to the contrary.

Refinancing Amendments. (a) At any time On one or more occasions after the Closing Funding Date, the Borrower may obtain, from any Lenders Lender or any other bank, financial institution or other institutional lender or investor that agrees to provide any portion of any Refinancing Loans or Refinancing Commitments pursuant to a Refinancing Amendment in accordance with this Section 2.21 (each, an “Additional Lenders (provided, Refinancing Lender”); provided that the Administrative Agent (and, solely with respect to any Refinancing Amendment establishing any Revolving Credit Commitments, each Letter of Credit Issuer) and the L/C Issuers shall have consented (not to be unreasonably withheld or delayed) to such Lender’s or Additional Refinancing Lender’s providing any such Refinancing Loans or Refinancing Commitments to the extent such consent consent, if any, would be required under Section 13.6(b9.04(b) for an assignment of Commitments or Loans or Commitments, as applicable, to such Additional Refinancing Lender. (b) The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the following conditions precedent: (i) no Default or Event of Default shall exist and be continuing or would immediately result from the incurrence of such Refinancing Facility; (ii) the representations and warranties of each Loan Party contained in Article III or any other Loan Document shall be true and correct in all material respects; provided, that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further, that, any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any Lender offered or approached to provide qualification therein) in all or a portion of respects on such respective dates; (iii) the Refinancing Commitments may elect or decline, in its sole discretion, to provide a Refinancing Commitment), Credit Agreement Refinancing Indebtedness in respect of (a) all or any portion of the Term Loans then outstanding under this Agreement or (b) all or any portion of the Revolving Credit Loans (or unused Revolving Credit Commitments) under this Agreement, in the form Maturity Date of (x) any Refinancing Term Loans or Refinancing Facility shall not be earlier than the Final Maturity Date of the Term Loan Commitments or Facility being refinanced and (y) any Refinancing Facility shall not be earlier than the Final Maturity Date of the Revolving Credit Loans or Refinancing Revolving Credit Commitments, as the case may be, in each case pursuant to a Refinancing Amendment; provided that such Refinancing Term Loans, Refinancing Term Loan Commitments, Refinancing Revolving Credit Loans and Refinancing Revolving Credit Commitments: (i) will rank pari passu in right of payment and of security with the other Loans and Commitments hereunderFacility being refinanced; (ii) will have such pricing, premiums and optional prepayment terms as may be agreed by the Borrower and the Lenders thereof;

Refinancing Amendments. (a) At any time On one or more occasions after the Closing 2020 Amendment Effective Date, the Borrower Borrowers may obtain, from any Lenders Lender or any other bank, financial institution or other institutional lender or investor that agrees to provide any portion of Credit Agreement Refinancing Indebtedness in the form of Refinancing Term Loans or Other Revolving Credit Commitments pursuant to a Refinancing Amendment in accordance with this Section 2.15 (each, an “Additional Lenders Refinancing Lender”) (provided, provided that the Administrative Agent (and, i) solely with respect to any Refinancing Amendment establishing any Other Revolving Credit CommitmentsCommitments and Other Revolving Credit Loans, the Administrative Agent, each Letter of Credit Issuer) Swing Line Lender and each L/C Issuer shall have consented (not to be unreasonably withheld or delayed) to such Lender’s or Additional Refinancing Lender’s providing any Refinancing such Other Revolving Credit Commitments to the extent such consent consent, if any, would be required under Section 13.6(b10.07(b) for an assignment of Loans or Commitments, as applicable, Revolving Credit Commitments to such Lender or Additional Refinancing Lender; provided, furtherunless such Lender or Additional Refinancing Lender is an existing Revolving Credit Lender or any Affiliate or Approved Fund of an existing Revolving Credit Lender, that (ii) with respect to Refinancing Term Loans, any Affiliated Lender offered providing Refinancing Term Loans shall be subject to the same restrictions set forth in Section 10.07(k) as they would otherwise be subject to with respect to any purchase by or approached assignment to such Affiliated Lender of Term Loans and (iii) Affiliated Lenders may not provide all or a portion of the Refinancing Commitments may elect or decline, in its sole discretion, to provide a Refinancing CommitmentOther Revolving Credit Commitments), Credit Agreement Refinancing Indebtedness in respect of (a) all or any portion of any Class, series or tranche, as selected by the Borrowers in their sole discretion without prejudice to Section 2.05(a)(i), of Term Loans then outstanding under this Agreement or (b) all or any portion of the Revolving Credit Loans (or unused Revolving Credit Commitments or Additional Facility Commitments) then outstanding under this Agreement, in the form of (x) Refinancing Term Loans or Loans, Refinancing Term Loan Commitments or (y) Refinancing Revolving Credit Loans or Refinancing Commitments, Other Revolving Credit Commitments, as the case may beor Other Revolving Credit Loans, in each case case, constituting Credit Agreement Refinancing Indebtedness pursuant to a Refinancing Amendment; provided that such Refinancing Term Loansnotwithstanding anything to the contrary in this Section 2.15 or otherwise, Refinancing Term Loan (A) the borrowing and repayment (except for (1) payments of interest and fees at different rates on Other Revolving Credit Commitments (and related outstandings), (2) repayments required upon the maturity date of the Other Revolving Credit Commitments, Refinancing (3) repayments made in connection with any refinancing of Other Revolving Credit Commitments and (4) repayment made in connection with a permanent repayment and termination of commitments (subject to sub-clause (C) 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 (or, in the case of repayment, on a pro rata basis or less than pro rata basis) with all other Revolving Credit Commitments, (B) subject to the provisions of Section 2.03(m) and Section 2.04(g) to the extent dealing with Swing Line Loans and Letters of Credit which mature or expire after a maturity date when there exist Other Revolving Credit Commitments with a longer maturity date, all Swing Line Loans and Letters of Credit shall be participated on a pro rata basis by all Lenders with Commitments in accordance with their percentage of the Revolving Credit Commitments existing on the date such Other Revolving Credit Commitments are obtained (and except as provided in Section 2.03(m) and Section 2.04(g), without giving effect to changes thereto on an earlier maturity date with respect to Swing Line Loans and Letters of Credit theretofore incurred or issued), (C) the permanent repayment of Revolving Credit Loans with respect to, and Refinancing termination of, Other Revolving Credit Commitments:Commitments after the date of obtaining any Other Revolving Credit Commitments shall be made on a pro rata basis, less than pro rata basis or greater than pro rata basis with all other Revolving Credit Commitments and (D) 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 existing on the date such Other Revolving Credit Commitments are obtained. (b) The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.03 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) will rank pari passu customary legal opinions, board resolutions and officers’ certificates consistent with those delivered on the 2020 Amendment Effective Date other than changes to such legal opinion resulting from a change in right law, change in fact or change to counsel’s form of payment opinion reasonably satisfactory to the Administrative Agent and of security with the other Loans and Commitments hereunder; (ii) will have reaffirmation agreements and/or such pricing, premiums and optional prepayment terms amendments to the Collateral Documents as may be agreed reasonably requested by the Borrower Administrative Agent in order to ensure that such Credit Agreement Refinancing Indebtedness is provided with the benefit of the applicable Loan Documents. (c) Each Refinancing Series shall be in an aggregate principal amount that is not less than $1,000,000 in the case of an Other Revolving Credit Commitment and $15,000,000 in the case of a Refinancing Term Commitment; provided that such amounts may be less than $1,000,000 and $15,000,000, respectively, if such amount is equal to (i) the entire outstanding principal amount of the Refinanced Debt that is in the form of Revolving Credit Commitments or (ii) the entire principal amount of Refinanced Debt that is in the form of Term Loans. (d) Each of the parties hereto hereby agrees that this Agreement and the other Loan Documents may be amended pursuant to a Refinancing Amendment, without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness Incurred pursuant thereto, (ii) make such other changes to this Agreement and the other Loan Documents consistent with the provisions and intent of the third paragraph of Section 10.01 (without the consent of the Required Lenders thereof;called for therein) and (iii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Company, to effect the provisions of this Section 2.15, and the Required Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment. (e) This Section 2.15 shall supersede any provisions in Section 2.13 or Section 10.01 to the contrary. (f) Notwithstanding anything in this Agreement to the contrary, nothing in this Section 2.15 will be construed to limit the provisions of Section 2.14 or the ability to Incur Indebtedness, including Refinancing Indebtedness, under Section 4.09 of ▇▇▇▇▇ ▇▇.

Refinancing Amendments. (a) At any time On one or more occasions after the Closing Date, the Borrower Company may obtain, from any Lenders Lender or any other bank, financial institution or other institutional lender or investor that agrees to provide any portion of Refinancing Term Loans or Other Revolving Credit Commitments constituting Credit Agreement Refinancing Indebtedness pursuant to a Refinancing Amendment in accordance with this Section 2.15 (each, an “Additional Lenders Refinancing Lender”) (provided, provided that the Administrative Agent (and, solely with respect to any Refinancing Amendment establishing any Revolving Credit CommitmentsAgent, each Letter of Credit Issuer) Swing Line Lender and each L/C Issuer shall have consented (not to be unreasonably withheld or delayed) to such Additional Lender’s or Additional Refinancing Lender’s making such Refinancing Term Loans or providing any Refinancing such Other Revolving Credit Commitments to the extent such consent consent, if any, would be required under Section 13.6(b10.07(b) for an assignment of Loans or Revolving Credit Commitments, as applicable, to such Lender or Additional Refinancing Lender; providedprovided that notwithstanding anything to the contrary in this Section 2.15 or otherwise, further(1) the borrowing and repayment (except for (A) payments of interest and fees at different rates on Other Revolving Credit Commitments (and related outstandings), that any Lender offered or approached to provide all or a portion (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 (3) 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, (2) subject to the provisions of Section 2.03(n) and 2.04(g) to the extent dealing with Swing Line Loans and Letters of Credit which mature or expire after a maturity date when there exist Other Revolving Credit Commitments with a longer maturity date, all Swing Line Loans and Letters of Credit shall be participated on a pro rata basis by all Lenders with Commitments in accordance with their percentage of the Revolving Credit Commitments (and except as provided in Section 2.03(n) and Section 2.04(g), without giving effect to changes thereto on an earlier maturity date with respect to Swing Line Loans and Letters of Credit theretofore incurred or issued), (3) 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 Company 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 (4) 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. (b) The effectiveness of any Refinancing Commitments may elect or decline, Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in its sole discretionSection 4.02 and, to provide the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) customary legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Closing Date other than changes to such legal opinion resulting from a Refinancing Commitment)change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Credit Agreement Refinancing Indebtedness in respect of (a) all or any portion is provided with the benefit of the Term Loans then outstanding applicable Loan Documents. (c) Each issuance of Credit Agreement Refinancing Indebtedness under this Agreement or (bSection 2.15(a) all or any portion of the Revolving Credit Loans (or unused Revolving Credit Commitments) under this Agreement, shall be in the form of an aggregate principal amount that is (x) Refinancing Term Loans or Refinancing Term Loan Commitments or not less than $10,000,000 and (y) Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments, as an integral multiple of $1,000,000 in excess thereof. (d) Each of the case parties hereto hereby agrees that this Agreement and the other Loan Documents may be, in each case be amended pursuant to a Refinancing Amendment; provided that such Refinancing Term Loans, Refinancing Term Loan Commitmentswithout the consent of any other Lenders, Refinancing Revolving Credit Loans and Refinancing Revolving Credit Commitments: to the extent (but only to the extent) necessary to (i) will rank pari passu in right reflect the existence and terms of payment the Credit Agreement Refinancing Indebtedness incurred pursuant thereto and of security with the other Loans and Commitments hereunder; (ii) will have make such pricing, premiums other changes to this Agreement and optional prepayment terms the other Loan Documents consistent with the provisions and intent of the third paragraph of Section 10.01 (without the consent of the Required Lenders called for therein) and (iii) effect such other amendments to this Agreement and the other Loan Documents as may be agreed by necessary or appropriate, in the Borrower reasonable opinion of the Administrative Agent and the Company, to effect the provisions of this Section 2.15, and the Required Lenders thereof;hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment.

Refinancing Amendments. (a) At any time On one or more occasions after the Closing Date, the Borrower may obtain, from any Lenders Lender or any other bank, financial institution or other institutional lender or investor that agrees to provide any portion of Refinancing Term Loans or Other Revolving Credit Commitments pursuant to a Refinancing Amendment in accordance with this Section 2.15 (each, an “Additional Lenders Refinancing Lender”) (provided, provided that (i) the Administrative Agent (and, solely with respect to any Refinancing Amendment establishing any Revolving Credit CommitmentsAgent, each Letter of Credit Issuer) Swing Line Lender and each L/C Issuer shall have consented (not to be unreasonably withheld or delayed) to such Additional Lender’s or Additional Refinancing Lender’s making such Refinancing Term Loans or providing any Refinancing such Other Revolving Credit Commitments to the extent such consent consent, if any, would be required under Section 13.6(b10.07(b) for an assignment of Loans or Revolving Credit Commitments, as applicable, to such Lender or Additional Refinancing Lender; provided, further(ii) with respect to Refinancing Term Loans, that any Affiliated Lender offered 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 approached assignment to such Affiliated Lender of Term Loans and (iii) Affiliated Lenders may not provide all or a portion of the Refinancing Commitments may elect or decline, in its sole discretion, to provide a Refinancing CommitmentOther Revolving Credit Commitments), Credit Agreement Refinancing Indebtedness in respect of (a) all or any portion of the any Class of Term Loans then outstanding under this Agreement or (b) all or any portion of the Revolving Credit Loans (or unused Revolving Credit Commitments) then outstanding under this Agreement, in the form of (x) Refinancing Term Loans or Loans, Refinancing Term Loan Commitments or (y) Refinancing Revolving Credit Loans or Refinancing Commitments, Other Revolving Credit Commitments, as the case may be, in each case or Other Revolving Credit Loans pursuant to a Refinancing Amendment; provided that such Refinancing Term Loansnotwithstanding anything to the contrary in this Section 2.15 or otherwise, Refinancing Term Loan (1) 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 (3) 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, Refinancing (2) subject to the provisions of Section 2.03(n) and Section 2.04(g) to the extent dealing with Swing Line Loans and Letters of Credit which mature or expire after a maturity date when there exist Other Revolving Credit Commitments with a longer maturity date, all Swing Line Loans and Letters of Credit shall be participated on a pro rata basis by all Lenders with Commitments in accordance with their percentage of the Revolving Credit Commitments (and except as provided in Section 2.03(n) and Section 2.04(g), without giving effect to changes thereto on an earlier maturity date with respect to Swing Line Loans and Letters of Credit theretofore incurred or issued), (3) the permanent repayment of Revolving Credit Loans with respect to, and Refinancing 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 Borrower shall be permitted to permanently repay and terminate commitments of any such Class on a better than a pro rata basis as compared to any other Class with a later maturity date than such Class and (4) 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. (b) The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) will rank pari passu customary legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Closing Date other than changes to such legal opinion resulting from a change in right law, change in fact or change to counsel’s form of payment opinion reasonably satisfactory to the Administrative Agent and of security with the other Loans and Commitments hereunder; (ii) will have reaffirmation agreements and/or such pricing, premiums and optional prepayment terms amendments to the Collateral Documents as may be agreed reasonably requested by the Borrower Administrative Agent in order to ensure that such Credit Agreement Refinancing Indebtedness is provided with the benefit of the applicable Loan Documents. (c) Each issuance of Credit Agreement Refinancing Indebtedness under Section 2.15(a) shall be in an aggregate principal amount that is (x) not less than $10,000,000 and (y) an integral multiple of $1,000,000 in excess thereof. (d) Each of the parties hereto hereby agrees that this Agreement and the other Loan Documents may be amended pursuant to a Refinancing Amendment, without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto and (ii) make such other changes to this Agreement and the other Loan Documents consistent with the provisions and intent of the third paragraph of Section 10.01 (without the consent of the Required Lenders thereof;called for therein) and (iii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.15, and the Required Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment. (e) This Section 2.15 shall supersede any provisions in Section 2.13 or 10.01 to the contrary.

Refinancing Amendments. (a) At any time On one or more occasions after the Closing Amendment Effective Date, the Borrower Borrowers may obtain, from any Lenders Lender or any other bank, financial institution or other institutional lender or investor that agrees to provide any portion of Credit Agreement Refinancing Indebtedness in the form of Refinancing Term Loans or Other Revolving Credit Commitments pursuant to a Refinancing Amendment in accordance with this ‎Section 2.15 (each, an “Additional Lenders Refinancing Lender”) (provided, provided that the Administrative Agent (and, i) solely with respect to any Refinancing Amendment establishing any Other Revolving Credit CommitmentsCommitments and Other Revolving Credit Loans, the Administrative Agent, each Letter of Credit Issuer) Swing Line Lender and each L/C Issuer shall have consented (not to be unreasonably withheld or delayed) to such Lender’s or Additional Refinancing Lender’s providing any Refinancing such Other Revolving Credit Commitments to the extent such consent consent, if any, would be required under Section 13.6(b10.07(b) for an assignment of Loans or Commitments, as applicable, Revolving Credit Commitments to such Lender or Additional Refinancing Lender; provided, furtherunless such Lender or Additional Refinancing Lender is an existing Revolving Credit Lender or any Affiliate or Approved Fund of an existing Revolving Credit Lender, that (ii) with respect to Refinancing Term Loans, any Affiliated Lender offered providing Refinancing Term Loans shall be subject to the same restrictions set forth in ‎Section 10.07(k) as they would otherwise be subject to with respect to any purchase by or approached assignment to such Affiliated Lender of Term Loans and (iii) Affiliated Lenders may not provide all or a portion of the Refinancing Commitments may elect or decline, in its sole discretion, to provide a Refinancing CommitmentOther Revolving Credit Commitments), Credit Agreement Refinancing Indebtedness in respect of (a) all or any portion of any Class, series or tranche, as selected by the Borrowers in their sole discretion without prejudice to Section 2.05(a)(i) above, of Term Loans then outstanding under this Agreement or (b) all or any portion of the Revolving Credit Loans (or unused Revolving Credit Commitments) or Additional Facility Commitments) then outstanding under this Agreement, in the form of (x) Refinancing Term Loans or Loans, Refinancing Term Loan Commitments or (y) Refinancing Revolving Credit Loans or Refinancing Commitments, Other Revolving Credit Commitments, as the case may beor Other Revolving Credit Loans, in each case case, constituting Credit Agreement Refinancing Indebtedness pursuant to a Refinancing Amendment; provided that such Refinancing Term Loansnotwithstanding anything to the contrary in this ‎Section 2.15 or otherwise, Refinancing Term Loan (1) 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, Refinancing (C) repayments made in connection with any refinancing of Other Revolving Credit Commitments and (D) repayment made in connection with a permanent repayment and termination of commitments (subject to clause ‎(3) 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 (or, in the case of repayment, on a pro rata basis or less than pro rata basis) with all other Revolving Credit Commitments, (2) subject to the provisions of ‎Section 2.03(m) and ‎Section 2.04(g) to the extent dealing with Swing Line Loans and Letters of Credit which mature or expire after a maturity date when there exist Other Revolving Credit Commitments with a longer maturity date, all Swing Line Loans and Letters of Credit shall be participated on a pro rata basis by all Lenders with Commitments in accordance with their percentage of the Revolving Credit Commitments existing on the date such Other Revolving Credit Commitments are obtained (and except as provided in ‎Section 2.03(m) and ‎Section 2.04(g), without giving effect to changes thereto on an earlier maturity date with respect to Swing Line Loans and Letters of Credit theretofore incurred or issued), (3) the permanent repayment of Revolving Credit Loans with respect to, and Refinancing termination of, Other Revolving Credit Commitments:Commitments after the date of obtaining any Other Revolving Credit Commitments shall be made on a pro rata basis, less than pro rata basis or greater than pro rata basis with all other Revolving Credit Commitments and (4) 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 existing on the date such Other Revolving Credit Commitments are obtained. (b) The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in ‎Section 4.03 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) will rank pari passu customary legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Amendment Effective Date other than changes to such legal opinion resulting from a change in right law, change in fact or change to counsel’s form of payment opinion reasonably satisfactory to the Administrative Agent and of security with the other Loans and Commitments hereunder; (ii) will have reaffirmation agreements and/or such pricing, premiums and optional prepayment terms amendments to the Collateral Documents as may be agreed reasonably requested by the Borrower Administrative Agent in order to ensure that such Credit Agreement Refinancing Indebtedness is provided with the benefit of the applicable Loan Documents. (c) Each Refinancing Commitment shall be in an aggregate principal amount that is not less than $1,000,000 in the case of an Other Revolving Credit Commitment and $15,000,000 in the case of a Refinancing Term Commitment; provided that such amounts may be less than $1,000,000 and $15,000,000, respectively, if such amount is equal to (x) the entire outstanding principal amount of the Refinanced Debt that is in the form of Revolving Credit Commitments or (y) the entire principal amount of Refinanced Debt that is in the form of Term Loans.. (d) Each of the parties hereto hereby agrees that this Agreement and the other Loan Documents may be amended pursuant to a Refinancing Amendment, without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness Incurred pursuant thereto and (ii) make such other changes to this Agreement and the other Loan Documents consistent with the provisions and intent of the third paragraph of ‎Section 10.01 (without the consent of the Required Lenders thereof;called for therein) and (iii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Parent Borrower, to effect the provisions of this ‎Section 2.15, and the Required Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment. (e) This ‎Section 2.15 shall supersede any provisions in ‎Section 2.13 or ‎10.01 to the contrary. (f) Notwithstanding anything in this Agreement to the contrary, nothing in this Section 2.15 will be construed to limit the provisions of Section 2.14 or the ability to Incur Indebtedness, including Refinancing Indebtedness, under Section 4.09 of Annex II.

Refinancing Amendments. (a) At any time after the Closing Effective Date, the Borrower may obtain, from any Lenders or any Additional Lenders (provided, that the Administrative Agent (and, solely with respect to any Refinancing Amendment establishing any Revolving Credit Commitments, each Letter of Credit Issuer) shall have consented to such Additional Lender’s providing any Refinancing Commitments to the extent such consent would be required under Section 13.6(b) for an assignment of Loans or Commitments, as applicable, to such Additional Lender; provided, further, that any Lender offered or approached to provide all or a portion of the Refinancing Commitments may elect or decline, in its sole discretion, to provide a Refinancing Commitment), Credit Agreement Refinancing Indebtedness in respect of (a) all or any portion of any Class of the Term Loans then outstanding under this Agreement or (b) all or which for the avoidance of doubt, will be deemed to include any portion of the Revolving Credit Loans (or unused Revolving Credit Commitments) under this Agreementthen outstanding Other Loans), in the form of (x) Refinancing Term Other Loans or Refinancing Term Loan Other Commitments or (y) Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments, as the case may be, in each case pursuant to a Refinancing Amendment; provided that the Net Proceeds of such Credit Agreement Refinancing Term LoansIndebtedness shall be applied, Refinancing Term Loan Commitments, Refinancing Revolving Credit Loans and Refinancing Revolving Credit Commitments: (i) will rank pari passu in right of payment and of security substantially concurrently with the incurrence thereof, to the prepayment of outstanding Loans; provided, further that the terms and conditions applicable to such Credit Agreement Refinancing Indebtedness may provide for any additional or different financial or other Loans and Commitments hereunder; (ii) will have such pricing, premiums and optional prepayment terms as may be covenants or other provisions that are agreed by between the Borrower and the Lenders thereof;thereof and applicable only during periods after the Latest Maturity Date that is in effect on the date such Credit Agreement Refinancing Indebtedness is issued, incurred or obtained. The 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 and (y) an integral multiple of $1,000,000 in excess thereof (in each case unless the Borrower and the Administrative Agent otherwise agree). The Administrative Agent shall promptly notify each applicable Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Loans or Other 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 Administrative Agent and the Borrower, to effect the provisions of this Section. (b) Notwithstanding anything to the contrary, 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 Closing DateThe Company may, the Borrower may obtain, from any Lenders or any Additional Lenders (provided, that by written notice to the Administrative Agent (andfrom time to time, solely with respect request Indebtedness in exchange for, or to any Refinancing Amendment establishing any Revolving Credit Commitmentsextend, each Letter of Credit Issuer) shall have consented to such Additional Lender’s providing any Refinancing Commitments to the extent such consent would be required under Section 13.6(b) for an assignment of renew, replace or refinance, in whole or in part, existing Incremental Term Loans or existing Revolving Loans (or unused Revolving Commitments, as applicable, to such Additional Lender; provided, further, that any Lender offered or approached to provide all or a portion of the Refinancing Commitments may elect or decline, in its sole discretion, to provide a Refinancing Commitment), Credit Agreement or any then-existing Refinancing Indebtedness Term Loans or Refinancing Revolving Commitments (solely for purposes of this Section 2.19, “Refinanced Debt”) in the form of (i) Refinancing Term Loans in respect of (a) all or any portion of the any Class of Term Loans then outstanding under this Agreement or (bii) Refinancing Revolving Commitments in respect of all or any portion of the any Revolving Credit Loans (or and the unused Revolving Credit CommitmentsCommitments with respect to such Revolving Loans) then outstanding under this Agreement, in the form of (x) Refinancing Term Loans or Refinancing Term Loan Commitments or (y) Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments, as the case may be, in each case pursuant to a Refinancing Amendment (such Indebtedness, “Refinancing Facility”). Each written notice to the Administrative Agent requesting a Refinancing Amendment shall set forth (i) the amount of the Refinancing Term Loans or Refinancing Revolving Commitments being requested (which shall be in minimum increments of $1,000,000 and a minimum amount of $10,000,000) and (ii) the date on which such Refinancing Term Loans or Refinancing Revolving Commitments are requested to become effective (which shall not be less than three Business Days (or such shorter period as the Administrative Agent may reasonably agree) after the date of such notice). The Company shall seek a Refinancing Facility from existing Lenders on a pro rata basis (each of which shall be entitled to agree or decline to participate in its sole discretion) and to the extent not accepted by existing Lenders, may invite any Person that is an Eligible Assignee (each such Person that is not an existing Lender and that agrees to provide any portion of the Refinancing Facility pursuant to a Refinancing Amendment in accordance with this Section 2.19, an “Additional Lender”). (b) Notwithstanding the foregoing, the effectiveness of any Refinancing Amendment shall be subject to (i) on the date of effectiveness thereof, no Event of Default shall have occurred and be continuing or shall be caused thereby, (ii) the terms of the applicable Refinancing Facility shall comply with Section 2.19(c), (iii) before and after giving effect to the incurrence of any Refinancing Facility, each of the conditions set forth in Section 5.02 shall be satisfied and (iv) except as otherwise specified in the applicable Refinancing Amendment, the Administrative Agent shall have received (with sufficient copies for each of the Refinancing Term Loan Lenders and Refinancing Revolving Lenders, as applicable) legal opinions, board resolutions and other closing certificates reasonably requested by the Administrative Agent and consistent with those delivered on the Restatement Effective Date under Section 5.01. (c) The terms and provisions of any Refinancing Facility incurred pursuant to any Refinancing Amendment shall be, except as otherwise set forth herein or in the Refinancing Amendment and reasonably acceptable to the Administrative Agent, taken as a whole, determined by the Company, no more favorable to the Lenders providing such Indebtedness than those applicable to the applicable Refinanced Debt (other than any provisions which apply only to periods after the maturity date of the Refinanced Debt); provided that such Refinancing Term Loans, Refinancing Term Loan Commitments, Refinancing Revolving Credit Loans and Refinancing Revolving Credit Commitments: (i) such Refinancing Facility shall have (A) a maturity date no earlier than the maturity date of the applicable Refinanced Debt and (B) a weighted average life equal to or greater than that of the Refinanced Debt, (ii) there shall be no scheduled amortization of such Refinancing Facility consisting of Refinancing Revolving Commitments and the scheduled termination date of such Refinancing Revolving Commitments shall not be earlier than the scheduled termination date of the Refinanced Debt, (iii) such Refinancing Facility will rank pari passu or junior in right of payment and of security with the other Loans Obligations hereunder (and, if applicable, be subject to an Intercreditor Agreement) or be unsecured, (iv) such Refinancing Facility shall be guaranteed by the Guarantee, (v) the interest rate margin, rate floors, fees, original issue discount and premiums applicable to such Refinancing Facility shall be determined by the Company and the Lenders providing such Refinancing Facility, (vi) such Refinancing Facility (including, if such Indebtedness includes any Refinancing Revolving Commitments, the unused portion of such Refinancing Revolving Commitments) shall not have a greater principal amount than the principal amount of the Refinanced Debt plus accrued interest, fees and premiums (if any) thereon and fees and expenses associated with the refinancing, and the aggregate unused Refinancing Revolving Commitments hereunder;shall not exceed the unused Revolving Commitments being replaced and (vii) such Refinanced Debt shall be repaid, defeased or satisfied and discharged on a dollar-for-dollar basis, and all accrued interest, fees and premiums (if any) in connection therewith shall be paid, substantially concurrently with the incurrence of such Refinancing Facility in accordance with the provisions of Section 2.13; provided, further, that to the extent that such Refinancing Facility consists of Refinancing Revolving Commitments, the Revolving Commitments being refinanced by such Refinancing Facility shall be terminated, and all accrued fees in connection therewith shall be paid, on the date such Refinancing Facility is issued, incurred or obtained. (iid) will have In connection with any Refinancing Facility pursuant to this Section 2.19, the Company, the Administrative Agent and each applicable Lender or Additional Lender shall execute and deliver to the Administrative Agent a Refinancing Amendment and such pricingother documentation as the Administrative Agent shall reasonably specify to evidence such Refinancing Facility. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, premiums upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent reasonably necessary to reflect the existence and optional prepayment terms of the Refinancing Facility incurred pursuant thereto. The Company and the Administrative Agent shall be entitled, without consent of any other Lender (except Lenders participating in the relevant Refinancing Facility), to enter into any technical amendments they shall reasonably deem necessary (including to the definition of “Pro Rata Share”) in order to add a Refinancing Facility to this Agreement, including to add Refinancing Loans as Obligations ranking pari passu and sharing pro rata with the Revolving Credit Facility, and to address the rights of Lenders to vote on amendments, including all affected Lender votes as may be agreed by applicable. This Section 2.19 shall supersede any provisions in Section 2.13 or 11.01 to the Borrower and the Lenders thereof;contrary.

Refinancing Amendments. (a) At any time after the Closing Restatement Date, the Borrower may obtain, from any Lenders Lender or any Additional Lenders (provided, that the Administrative Agent (and, solely with respect to any Refinancing Amendment establishing any Revolving Credit Commitments, each Letter of Credit Issuer) shall have consented to such Additional additional Lender’s providing any Refinancing Commitments to the extent such consent would be required under Section 13.6(b) for an assignment of Loans or Commitments, as applicable, to such Additional Lender; provided, further, that any Lender offered or approached to provide all or a portion of the Refinancing Commitments may elect or decline, in its sole discretion, to provide a Refinancing Commitment), Credit Agreement Refinancing Indebtedness in respect of (a) all or any portion of the Term Loans then outstanding under this Agreement or (b) all or which will be deemed to include any portion of the Revolving Credit Loans (or unused Revolving Credit Commitments) under this Agreementthen outstanding Other Loans), in the form of (x) Refinancing Term Other Loans or Refinancing Term Loan Commitments or (y) Refinancing Revolving Credit Loans or Refinancing Revolving Credit Other Commitments, as the case may be, in each case pursuant to a Refinancing Amendment; provided that the net proceeds of such Credit Agreement Refinancing Term LoansIndebtedness shall be applied, substantially concurrently with the incurrence thereof, to the prepayment of outstanding Loans (and termination of commitments related thereto) being so refinanced. Each Class of Credit Agreement Refinancing Term Loan Commitments, Refinancing Revolving Credit Loans and Refinancing Revolving Credit Commitments: Indebtedness incurred under this Section 2.14 shall be in an aggregate principal amount that is (i) will rank pari passu in right of payment not less than $10 million and of security with the other Loans and Commitments hereunder; (ii) will have such pricingan integral multiple of $1.0 million, premiums and optional prepayment terms as may be agreed by in excess thereof (in each case unless the Borrower and the Lenders thereof;Administrative Agent otherwise agree). The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent necessary to reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Loans and/or Other Commitments). Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement, the other Loan Documents and the IntermediateCo Unsecured Guarantee as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section. (b) Notwithstanding anything to the contrary, this Section 2.14 shall supersede any provisions in Section 2.03, Section 2.05, Section 2.10 or Section 10.01 to the contrary, in each case, to the extent necessary to implement the provisions contemplated by this Section 2.14.

Refinancing Amendments. (a) At any time after the Closing Date, the Borrower The Borrowers may obtain, from any Lenders Lender or any other bank, financial institution or other institutional lender or investor that agrees to provide any portion of Credit Agreement Refinancing Indebtedness in the form of Refinancing Term Loans or Other Revolving Credit Commitments pursuant to a Refinancing Amendment in accordance with this Section 2.15 (each, an “Additional Lenders Refinancing Lender”) (provided, provided that the Administrative Agent (and, i) solely with respect to any Refinancing Amendment establishing any Other Revolving Credit CommitmentsCommitments and Other Revolving Credit Loans, the Administrative Agent, each Letter of Credit Issuer) Swing Line Lender and each L/C Issuer shall have consented (not to be unreasonably withheld or delayed) to such Lender’s or Additional Refinancing Lender’s providing any Refinancing such Other Revolving Credit Commitments to the extent such consent consent, if any, would be required under Section 13.6(b10.07(b) for an assignment of Loans or Commitments, as applicable, Revolving Credit Commitments to such Lender or Additional Refinancing Lender; provided, furtherunless such Lender or Additional Refinancing Lender is an existing Revolving Credit Lender or any Affiliate or Approved Fund of an existing Revolving Credit Lender, that (ii) with respect to Refinancing Term Loans, any Affiliated Lender offered providing Refinancing Term Loans shall be subject to the same restrictions set forth in Section 10.07(k) as they would otherwise be subject to with respect to any purchase by or approached assignment to such Affiliated Lender of Term Loans and (iii) Affiliated Lenders may not provide all or a portion of the Refinancing Commitments may elect or decline, in its sole discretion, to provide a Refinancing CommitmentOther Revolving Credit Commitments), Credit Agreement Refinancing Indebtedness in respect of (a) all or any portion of any Class, series or tranche, as selected by the Borrowers in their sole discretion without prejudice to Section 2.05(a)(i), of Term Loans then outstanding under this Agreement or (b) all or any portion of the Revolving Credit Loans (or unused Revolving Credit Commitments) or Additional Facility Commitments then outstanding under this Agreement, in the form of (x) Refinancing Term Loans or Loans, Refinancing Term Loan Commitments or (y) Refinancing Revolving Credit Loans or Refinancing Commitments, Other Revolving Credit Commitments, as the case may beor Other Revolving Credit Loans, in each case case, constituting Credit Agreement Refinancing Indebtedness pursuant to a Refinancing Amendment; provided that such Refinancing Term Loansnotwithstanding anything to the contrary in this Section 2.15 or otherwise, Refinancing Term Loan (A) the borrowing and repayment (except for (1) payments of interest and fees at different rates on Other Revolving Credit Commitments (and related outstandings), (2) repayments required upon the maturity date of the Other Revolving Credit Commitments, Refinancing (3) repayments made in connection with any refinancing of Other Revolving Credit Commitments and (4) repayment made in connection with a permanent repayment and termination of commitments (subject to clause (C) 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 (or, in the case of repayment, on a pro rata basis or less than pro rata basis) with all other Revolving Credit Commitments, (B) subject to the provisions of Section 2.03(m) and Section 2.04(g) to the extent dealing with Swing Line Loans and Letters of Credit which mature or expire after a maturity date when there exist Other Revolving Credit Commitments with a longer maturity date, all Swing Line Loans and Letters of Credit shall be participated on a pro rata basis by all Lenders with Commitments in accordance with their percentage of the Revolving Credit Commitments existing on the date such Other Revolving Credit Commitments are obtained (and except as provided in Section 2.03(m) and Section 2.04(g), without giving effect to changes thereto on an earlier maturity date with respect to Swing Line Loans and Letters of Credit theretofore incurred or issued), (C) the permanent repayment of Revolving Credit Loans with respect to, and Refinancing termination of, Other Revolving Credit Commitments:Commitments after the date of obtaining any Other Revolving Credit Commitments shall be made on a pro rata basis, less than pro rata basis or greater than pro rata basis with all other Revolving Credit Commitments and (D) 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 existing on the date such Other Revolving Credit Commitments are obtained. (b) The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.03 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) will rank pari passu customary legal opinions, board resolutions and officers’ certificates consistent with those delivered on the 2020 Amendment Effective Date other than changes to such legal opinion resulting from a change in right law, change in fact or change to counsel’s form of payment opinion reasonably satisfactory to the Administrative Agent and of security with the other Loans and Commitments hereunder; (ii) will have reaffirmation agreements and/or such pricing, premiums and optional prepayment terms amendments to the Collateral Documents as may be agreed reasonably requested by the Borrower Administrative Agent in order to ensure that such Credit Agreement Refinancing Indebtedness is provided with the benefit of the applicable Loan Documents. (c) Each Refinancing Series shall be in an aggregate principal amount that is not less than $1,000,000 in the case of an Other Revolving Credit Commitment and $15,000,000 in the case of a Refinancing Term Commitment; provided that such amounts may be less than $1,000,000 and $15,000,000, respectively, if such amount is equal to (i) the entire outstanding principal amount of the Refinanced Debt that is in the form of Revolving Credit Commitments or (ii) the entire principal amount of Refinanced Debt that is in the form of Term Loans. (d) Each of the parties hereto hereby agrees that this Agreement and the other Loan Documents may be amended pursuant to a Refinancing Amendment, without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness Incurred pursuant thereto, (ii) make such other changes to this Agreement and the other Loan Documents consistent with the provisions and intent of the third paragraph of Section 10.01 (without the consent of the Required Lenders thereof;called for therein) and (iii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Company, to effect the provisions of this Section 2.15, and the Required Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment. (e) This Section 2.15 shall supersede any provisions in Section 2.13 or Section 10.01 to the contrary. (f) Notwithstanding anything in this Agreement to the contrary, nothing in this Section 2.15 will be construed to limit the provisions of Section 2.14 or the ability to Incur Indebtedness, including Refinancing Indebtedness, under Section 4.09 of Annex II.

Refinancing Amendments. (a) At any time On one or more occasions after the Closing Date, the Borrower may obtain, from any Lenders Lender or any other bank, financial institution or other institutional lender or investor that agrees to provide any portion of Refinancing Term Loans or Other Revolving Credit Commitments pursuant to a Refinancing Amendment in accordance with this Section 2.15 (each, an “Additional Lenders Refinancing Lender”) (provided, provided that the Administrative Agent (and, i) solely with respect to any Refinancing Amendment establishing any Other Revolving Credit Commitments, the Administrative Agent, each Letter of Credit Swing Line Lender and each L/C Issuer) , if applicable, shall have consented (not to be unreasonably withheld or delayed) to such Lender’s or Additional Refinancing Lender’s providing any Refinancing such Other Revolving Credit Commitments to the extent such consent consent, if any, would be required under Section 13.6(b10.07(b) for an assignment of Loans or Commitments, as applicable, Revolving Credit Commitments to such Lender or Additional Refinancing Lender; provided, further(ii) with respect to Refinancing Term Loans, that any Affiliated Lender offered 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 approached assignment to such Affiliated Lender of Term Loans and (iii) Affiliated Lenders may not provide all or a portion of the Refinancing Commitments may elect or decline, in its sole discretion, to provide a Refinancing CommitmentOther Revolving Credit Commitments), Credit Agreement Refinancing Indebtedness in respect of (a) all or any portion of any Class, as selected by the Borrower in its sole discretion, of Term Loans then outstanding under this Agreement or (b) all or any portion of the Revolving Credit Loans (or unused Revolving Credit CommitmentsCommitments in respect thereof) then outstanding under this Agreement, in the form of (x) Refinancing Term Loans or Loans, Refinancing Term Loan Commitments or (y) Refinancing Revolving Credit Loans or Refinancing Commitments, Other Revolving Credit Commitments, as the case may be, in each case or Other Revolving Credit Loans pursuant to a Refinancing Amendment; provided that such Refinancing Term Loansnotwithstanding anything to the contrary in this Section 2.15 or otherwise, Refinancing Term Loan (1) 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 (3) 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, Refinancing (2) subject to the provisions of Section 2.03(n) and Section 2.04(g) to the extent dealing with Letters of Credit and Swing Line Loans which mature or expire after a maturity date when there exist Other Revolving Credit Commitments with a longer maturity date, all Letters of Credit and Swing Line Loans shall be participated on a pro rata basis by all Lenders with Commitments in accordance with their percentage of the Commitments in respect of Revolving Credit Loans (and Refinancing except as provided in Section 2.03(n) and Section 2.04(g), without giving effect to changes thereto on an earlier maturity date with respect to Letters of Credit and Swing Line Loans theretofore incurred or issued), (3) the permanent repayment of Revolving Credit Commitments: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 Commitments in respect of Revolving Credit Loans, except that the Borrower shall be permitted to permanently repay and terminate commitments of any such Class on a better than a pro rata basis as compared to any other Class with a later maturity date than such Class and (4) 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. (b) The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) will rank pari passu customary legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Closing Date other than changes to such legal opinion resulting from a change in right law, change in fact or change to counsel’s form of payment opinion and of security with the other Loans and Commitments hereunder; (ii) will have reaffirmation agreements and/or such pricing, premiums and optional prepayment terms amendments to the Collateral Documents as may be agreed reasonably requested by the Borrower Administrative Agent in order to ensure that such Credit Agreement Refinancing Indebtedness is provided with the benefit of the applicable Loan Documents. For the avoidance of doubt, no consent of any Agent shall be required except to the extent affecting the rights and duties of, or any fees or other amounts payable to, such Agent. (c) Each issuance of Credit Agreement Refinancing Indebtedness under Section 2.15(a) shall be in an aggregate principal amount that is (x) not less than $10,000,000 and (y) an integral multiple of $1,000,000 in excess thereof. (d) Each of the parties hereto hereby agrees that this Agreement and the other Loan Documents may be amended pursuant to a Refinancing Amendment, without the consent of any other Lenders thereof;or any Agent, 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 (ii) make such other changes to this Agreement and the other Loan Documents consistent with the provisions and intent of the third paragraph of Section 10.01 (without the consent of the Required Lenders called for therein) and (iii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Borrower, to effect the provisions of this Section 2.15. (e) This Section 2.15 shall supersede any provisions in Section 2.13 or 10.01 to the contrary.

Refinancing Amendments. (a) At any time On one or more occasions after the Closing Date, the Borrower Borrowers may obtain, from any Lenders Lender or any other bank, financial institution or other institutional lender or investor that agrees to provide any portion of any Term Loans pursuant to a Refinancing Amendment in accordance with this Section 2.13 (each, an “Additional Lenders Refinancing Lender”) (providedprovided that with respect to Refinancing Term Loans, that any Affiliated Lender providing any Refinancing Term Loans shall be subject to the Administrative Agent (and, solely same restrictions set forth in Section 10.07(k) as they would otherwise be subject to with respect to any Refinancing Amendment establishing any Revolving Credit Commitmentspurchase by, each Letter or assignment to, such Affiliated Lender of Credit Issuer) shall have consented to such Additional Lender’s providing any Refinancing Commitments to the extent such consent would be required under Section 13.6(b) for an assignment of Loans or Commitments, as applicable, to such Additional Lender; provided, further, that any Lender offered or approached to provide all or a portion of the Refinancing Commitments may elect or decline, in its sole discretion, to provide a Refinancing CommitmentTerm Loans), Credit Agreement Refinancing Indebtedness in respect of (a) all or any portion of any Class, as selected by the Borrower Representative in its sole discretion, of Term Loans then outstanding under this Agreement or (b) all or any portion of the Revolving Credit Loans (or unused Revolving Credit Commitments) under this Agreement, in the form of (x) Refinancing Term Loans or Refinancing Term Loan Commitments or (y) Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments, as the case may be, in each case pursuant to a Refinancing Amendment; provided that such . Such Loans pursuant to a Refinancing Term LoansAmendment shall be funded net of the OID Amount. (b) The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 2.12(d)(i) and, Refinancing Term Loan Commitmentsto the extent reasonably requested by the Administrative Agent, Refinancing Revolving Credit Loans and Refinancing Revolving Credit Commitments: receipt by the Administrative Agent of (i) will rank pari passu customary legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Closing Date other than changes to such legal opinion resulting from a change in right law, change in fact or change to counsel’s form of payment opinion reasonably satisfactory to the Administrative Agent and of security with the other Loans and Commitments hereunder; (ii) will have reaffirmation agreements and/or such pricing, premiums and optional prepayment terms amendments to the Collateral Documents as may be agreed reasonably requested by the Borrower Administrative Agent in order to ensure that such Credit Agreement Refinancing Indebtedness is provided with the benefit of the applicable Loan Documents. (c) Each issuance of Credit Agreement Refinancing Indebtedness under Section 2.13(a) shall be in an aggregate principal amount that is (x) not less than $5,000,000 and (y) an integral multiple of $1,000,000 in excess thereof. (d) Each of the parties hereto hereby agrees that this Agreement and the other Loan Documents may be amended pursuant to a Refinancing Amendment, without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto and (ii) make such other changes to this Agreement and the other Loan Documents consistent with the provisions and intent of the third paragraph of Section 10.01 (without the consent of the Required Lenders thereof;called for therein) and (iii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower Representative, to effect the provisions of this Section 2.13, and the Required Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment. (e) This Section 2.13 shall supersede any provision in Section 2.11 or 10.01 to the contrary.

Refinancing Amendments. (a) At any time after the Closing Date, the Borrower may obtain, from any Lenders Lender or any Additional Lenders (provided, that the Administrative Agent (and, solely with respect to any Refinancing Amendment establishing any Revolving Credit Commitments, each Letter of Credit Issuer) shall have consented to such Additional New Lender’s providing any Refinancing Commitments to the extent such consent would be required under Section 13.6(b) for an assignment of Loans or Commitments, as applicable, to such Additional Lender; provided, further, that any Lender offered or approached to provide all or a portion of the Refinancing Commitments may elect or decline, in its sole discretion, to provide a Refinancing Commitment), Credit Agreement Refinancing Indebtedness in respect of (a) all or any portion of the Term Loans then outstanding under this Agreement or (bwhich for purposes of this clause (a) all or will be deemed to include any portion of the Revolving Credit Loans (or unused Revolving Credit Commitments) under this Agreementthen outstanding Other Term Loans), in the form of (x) Refinancing Other Term Loans or Other Term Commitments; provided that (i) such Credit Agreement Refinancing Term Loan Commitments Indebtedness will have such pricing (including interest, fees and premiums) and optional prepayment (or redemption) terms as may be agreed by Borrower and the Lenders thereof, but otherwise subject to the provisions of the definition of Credit Agreement Refinancing Indebtedness, and (yii) the proceeds of such Credit Agreement Refinancing Revolving Credit Loans Indebtedness shall be applied, substantially concurrently with the incurrence thereof, to the prepayment of the Indebtedness being so refinanced or Refinancing Revolving Credit Commitmentsreplaced, as the case may be, . Each Tranche of Credit Agreement Refinancing Indebtedness incurred under this Section 2.17 shall be in an aggregate principal amount that is (x) not less than $25,000,000 and (y) an integral multiple of $1,000,000 in excess thereof. Agent shall promptly notify each case pursuant Lender as to a the effectiveness of each Refinancing Amendment; provided that such . Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Term LoansAmendment, 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 Term Loan Commitments, Refinancing Revolving Credit Loans and Refinancing Revolving Credit Commitments: Indebtedness incurred pursuant thereto (i) will rank pari passu in right of payment and of security with including any amendments necessary to treat the other Loans and Commitments hereunder; (ii) will have subject thereto as Other Term Loans and/or Other Term Commitments). Any Refinancing Amendment may, without the consent of any other Lenders, effect such pricing, premiums amendments to this Agreement and optional prepayment terms the other Loan Documents as may be agreed by necessary or appropriate, in the Borrower reasonable opinion of Agent and Borrower, to effect the Lenders thereof;provisions of this Section 2.17. (b) Notwithstanding anything to the contrary, this Section 2.17 shall supersede any provisions in Section 14.1 or Section 15.12 to the contrary.

Refinancing Amendments. (a) At any time On one or more occasions after the Closing Date, the Borrower may obtain, from any Lenders Lender or any other bank, financial institution or other institutional lender or investor that agrees to provide any portion of Refinancing Term Loans or Other Revolving Credit Commitments pursuant to a Refinancing Amendment in accordance with this Section 2.15 (each, an “Additional Lenders Refinancing Lender”) (provided, provided that (i) the Administrative Agent (and, solely with respect to any Refinancing Amendment establishing any Revolving Credit CommitmentsAgent, each Letter of Credit Issuer) Swing Line Lender and each L/C Issuer shall have consented (not to be unreasonably withheld or delayed) to such Additional Lender’s or Additional Refinancing Lender’s making such Refinancing Term Loans or providing any Refinancing such Other Revolving Credit Commitments to the extent such consent consent, if any, would be required under Section 13.6(b10.07(b) for an assignment of Loans or Revolving Credit Commitments, as applicable, to such Lender or Additional Refinancing Lender; provided, further(ii) with respect to Refinancing Term Loans, that any Affiliated Lender offered providing an 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 approached assignment to such Affiliated Lender of Term Loans and (iii) Affiliated Lenders may not provide all or a portion of the Refinancing Commitments may elect or decline, in its sole discretion, to provide a Refinancing Commitment)Other Revolving Credit Commitments, Credit Agreement Refinancing Indebtedness referred to in clause (d) of the definition thereof in respect of (a) all or any portion of the any Class of Term Loans then outstanding under this Agreement or (b) all or any portion of the Revolving Credit Loans (or unused Revolving Credit Commitments) then outstanding under this Agreement, in the form of (x) Refinancing Term Loans or Loans, Refinancing Term Loan Commitments or (y) Refinancing Revolving Credit Loans or Refinancing Commitments, Other Revolving Credit Commitments, as the case may be, in each case or Other Revolving Credit Loans pursuant to a Refinancing Amendment; provided that such Refinancing Term Loansthat, Refinancing Term Loan notwithstanding anything to the contrary in this Section 2.15 or otherwise, (1) the borrowing and repayment (except for (A) payments of interest and fees at different rates on Other Revolving 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 (3) 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, Refinancing (2) subject to the provisions of Section 2.03(n) and Section 2.04(g) to the extent dealing with Swing Line Loans and Letters of Credit which mature or expire after a maturity date when there exist Other Revolving Credit Commitments with a longer maturity date, all Swing Line Loans and Letters of Credit shall be participated on a pro rata basis by all Lenders with Commitments in accordance with their percentage of the Revolving Credit Commitments (and except as provided in Section 2.03(n) and Section 2.04(g), without giving effect to changes thereto on an earlier maturity date with respect to Swing Line Loans and Letters of Credit theretofore incurred or issued), (3) the permanent repayment of Revolving Credit Loans with respect to, and Refinancing 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 Borrower shall be permitted to permanently repay and terminate commitments of any such Class on a better than a pro rata basis as compared to any other Class with a later maturity date than such Class and (4) 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. (b) The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) will rank pari passu customary legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Closing Date other than changes to such legal opinion resulting from a change in right law, change in fact or change to counsel’s form of payment opinion reasonably satisfactory to the Administrative Agent and of security with the other Loans and Commitments hereunder; (ii) will have reaffirmation agreements and/or such pricing, premiums and optional prepayment terms amendments to the Collateral Documents as may be agreed reasonably requested by the Borrower Administrative Agent in order to ensure that such Credit Agreement Refinancing Indebtedness is provided with the benefit of the applicable Loan Documents. (c) Each issuance of Credit Agreement Refinancing Indebtedness under Section 2.15(a) shall be in an aggregate principal amount that is (x) not less than $20,000,000 and (y) an integral multiple of $1,000,000 in excess thereof. (d) Each of the parties hereto hereby agrees that this Agreement and the other Loan Documents may be amended pursuant to a Refinancing Amendment, without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto and (ii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.15, and the Required Lenders thereof;hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment. (e) This Section 2.15 shall supersede any provisions in Section 2.13 or 10.01 to the contrary.

Refinancing Amendments. (a) At any time after the Closing Date, the Borrower or any Subsidiary Loan Party may obtain, from any Lenders Lender or any Additional Lenders (provided, that the Administrative Agent (and, solely with respect to any Refinancing Amendment establishing any Revolving Credit Commitments, each Letter of Credit Issuer) shall have consented to such Additional Lender’s providing any Refinancing Commitments to the extent such consent would be required under Section 13.6(b) for an assignment of Loans or Commitments, as applicable, to such Additional Lender; provided, further, that any Lender offered or approached to provide all or a portion of the Refinancing Commitments may elect or decline, in its sole discretion, to provide a Refinancing Commitment), Credit Agreement Refinancing Indebtedness in respect of (ai) all or any portion of the Term Loans then outstanding under this Agreement (including any then outstanding Other Term Loans or Incremental Term Loans) or (bii) all or any portion of the Revolving Credit RC Facility Loans (or unused Revolving Credit Unused RC Facility Commitments) then outstanding under this AgreementAgreement (including any then outstanding Other RC Facility Loans, Other RC Facility Commitments or Additional/Replacement RC Facility Commitments), in the form of (x) Refinancing Other Term Loans or Refinancing Other Term Loan Commitments or (y) Refinancing Revolving Credit Other RC Facility Loans or Refinancing Revolving Credit Other RC Facility Commitments, as the case may be, in each case with respect to the foregoing clauses (i) and (ii), pursuant to a Refinancing Amendment; provided that such Credit Agreement Refinancing Term Loans, Refinancing Term Loan Commitments, Refinancing Revolving Credit Loans and Refinancing Revolving Credit Commitments: Indebtedness (i) will rank pari passu in right of payment and of security with the other Loans and Commitments hereunder; (iiA) will have such pricingpricing (including interest, premiums fees and premiums) and optional prepayment (or redemption) terms as may be agreed by the Borrower and the Lenders thereof and (B) the proceeds of such Credit Agreement Refinancing Indebtedness shall be applied, substantially concurrently with the incurrence thereof;, to the prepayment of the Indebtedness being so refinanced or replaced, as the case may be. Each Class of Credit Agreement Refinancing Indebtedness incurred under this Section 2.21 shall be in an aggregate principal amount that is not less than (as applicable) $10,000,000 or €8,000,000 and integral multiples of $1,000,000 or €750,000 in excess thereof (unless the Borrower and the Administrative Agent otherwise agree). Any Refinancing Amendment establishing any Other RC Facility Commitments shall, with respect to provisions relating to letters of credit issued thereunder, be on terms substantially similar (except for the fees payable in connection therewith and the identity of the letter of credit issuer, as applicable, which shall be determined by the Borrower, the lenders of such commitments and the applicable letter of credit issuers and borrowing, repayment and termination of commitment procedures with respect thereto, in each case which shall be specified in the applicable Refinancing Amendment) to the terms relating to the Letters of Credit with respect to any applicable Class of RC Facility Commitments, or otherwise reasonably acceptable to the Administrative Agent. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans, Other RC Facility Loans, Other RC Facility 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 Administrative Agent and the Borrower, to effect the provisions of this Section 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 2023 Replacement RC Facility Maturity Date shall be reallocated from Lenders holding RC Facility Commitments to Lenders holding extended letter of credit facility 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 RC Facility Commitments, be deemed to be participation interests in respect of such RC Facility Commitments and the terms of such participation interests (including, without limitation, the commission applicable thereto) shall be adjusted accordingly. (b) Notwithstanding anything to the contrary, 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 Closing Date, the Borrower may obtain, from any Lenders or any Additional Lenders (provided, that the Administrative Agent (and, solely with respect to any Refinancing Amendment establishing any Revolving Credit Commitments, each Letter of Credit Issuer) shall have consented to such Additional Lender’s providing any Refinancing Commitments to the extent such consent would be required under Section 13.6(b) for an assignment of Loans or Commitments, as applicable, to such Additional Lender; provided, further, that any Lender offered or approached to provide all or a portion of the Refinancing Commitments may elect or decline, in its sole discretion, to provide a Refinancing Commitment), obtain Credit Agreement Refinancing Indebtedness in respect of (a) all or any portion of the Term Loans and the Revolving Loans (or unused Revolving Commitments) 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 Other Revolving Credit Loans (or unused Revolving Credit Commitments) under this AgreementLoans), in the form of (x) Refinancing Other Term Loans, Other Term Loan Commitments, Other Revolving Loans or Refinancing Term Loan Other Revolving Commitments or (y) Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments, as the case may be, in each case pursuant to a Refinancing Amendment; provided that, notwithstanding anything to the contrary in this Section 2.15 or otherwise, (1) the borrowing and repayment (except for (A) payments of interest and fees at different rates on Other Revolving Commitments (and related outstanding), (B) repayments required upon the maturity date of the Other Revolving Commitments or any other Tranche of Revolving Commitments and (C) repayment made in connection with a permanent repayment and termination of commitments (subject to clause (2) 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 (subject to clauses (2) and (3) below), (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 Borrower shall be permitted to permanently repay and terminate commitments of any Class with an earlier maturity date on a better than a pro rata basis as compared to any other Class with a later maturity date than such Class and (3) assignments and participations of Other Revolving Commitments and Other Revolving Loans shall be governed by the same assignment and participation provisions applicable to other Revolving Commitments and Revolving Loans. Each issuance of Credit Agreement Refinancing Indebtedness under this Section 2.15(a) shall be in an aggregate principal amount that is (x) not less than $5.0 million and (y) an integral multiple of $1.0 million in excess thereof. (b) The effectiveness of any such Credit Agreement Refinancing Indebtedness shall subject to the consent required pursuant to Section 2.15(d), be subject solely to the satisfaction of the following conditions to the reasonable satisfaction of Administrative Agent: (i) any Credit Agreement Refinancing Indebtedness in respect of Revolving Commitments or Other Revolving Commitments will have a maturity date that is not prior to the maturity date of the Revolving Loans (or unused Revolving Commitments) being refinanced; (ii) any Credit Agreement Refinancing Indebtedness in respect of Term Loans will have a maturity date that is not prior to the maturity date of, and a Weighted Average Life to Maturity that is not shorter than the Weighted Average Life to Maturity of, the Term Loans being refinanced (determined without giving effect to the impact of prepayments on amortization of Term Loans being refinanced); (iii) the aggregate principal amount of any Credit Agreement Refinancing Indebtedness shall not exceed the principal amount so refinanced, plus, accrued interest, plus, any premium or other payment required to be paid in connection with such refinancing, plus, the amount of reasonable and customary fees and expenses of Borrower or any of its Restricted Subsidiaries incurred in connection with such refinancing, plus, any unutilized commitments thereunder; (iv) to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent and the Lenders of customary legal opinions and other documents; (v) to the extent reasonably requested by the Administrative Agent, execution of amendments to the Mortgages by the applicable Credit Parties and Collateral Agent, in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent; (vi) to the extent reasonably requested by the Administrative Agent, delivery to the Administrative Agent of title insurance endorsements reasonably satisfactory to the Administrative Agent; and (vii) execution of a Refinancing Amendment by the Credit Parties, Administrative Agent and Lenders providing such Credit Agreement Refinancing Indebtedness. (c) The Loans and Commitments established pursuant to this Section 2.15 shall constitute Loans and Commitments under, and shall be entitled to all the benefits afforded by, this Agreement and the other Credit Documents, and shall, without limiting the foregoing, benefit equally and ratably from the Guarantees and security interests created by the Security Documents. The Credit Parties shall take any actions reasonably required by Administrative Agent to ensure and/or demonstrate that the Lien and security interests granted by the Security Documents continue to secure all the Obligations and continue to be perfected under the UCC or otherwise after giving effect to the applicable Refinancing Amendment. (d) Upon the effectiveness of any Refinancing Amendment pursuant to this Section 2.15, any Person providing the corresponding Credit Agreement Refinancing Indebtedness that was not a Lender hereunder immediately prior to such time shall, subject to consent of each L/C Lender in the case of Other Revolving Loans or Other Revolving Commitments, become a Lender hereunder. Administrative Agent shall promptly notify each Lender as to the effectiveness of such Refinancing Amendment, and (i) in the case any Other Revolving Commitments resulting from such Refinancing Amendment, the Total Revolving Commitments under, and for all purpose of this Agreement, shall be increased by the aggregate amount of such Other Revolving Commitments (net of any existing Revolving Commitments being refinanced by such Refinancing Amendment), (ii) any Other Revolving Loans resulting from such Refinancing Amendment shall be deemed to be additional Revolving Loans hereunder, (iii) any Other Term Loans resulting from such Refinancing Amendment shall be deemed to be Term Loans hereunder (to the extent funded) and (iv) any Other Term Loan Commitments resulting from such Refinancing Amendment shall be deemed to be Term Loan Commitments hereunder. Notwithstanding anything to the contrary contained herein, Borrower, Collateral Agent and Administrative Agent may (and each of Collateral Agent and Administrative Agent are authorized by each other Secured Party to) execute such amendments and/or amendments and restatements of any Credit Documents as may be necessary or advisable to effectuate the provisions of this Section 2.15. Such amendments may include provisions allowing any Other Term Loans to be treated on the same basis as Term Facility Loans and Term Facility II Loans in connection with declining prepayments. (e) 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, Refinancing Other Term Loan Commitments, Other Revolving Loans and/or Other Revolving Commitments). Any Refinancing Revolving Credit Loans Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and Refinancing Revolving Credit Commitments: (i) will rank pari passu in right of payment and of security with the other Loans and Commitments hereunder; (ii) will have such pricing, premiums and optional prepayment terms Credit Documents as may be agreed necessary or appropriate, in the reasonable opinion of Administrative Agent and Borrower, to effect the provisions of this Section 2.15. This Section 2.15 shall supersede any provisions in Section 4.02, 4.07(b) or 13.04 to the contrary. (f) 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 L/C Liabilities (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 L/C Liabilities 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 13.05. For the avoidance of doubt, Revolving Loans and participation interests in L/C Liabilities assigned or transferred and purchased pursuant to this Section 2.15(f) shall, upon receipt thereof by the Borrower relevant Post-Increase Revolving Lenders, be deemed to be Other Revolving Loans and participation interests in L/C Liabilities in respect of the relevant Other Revolving Commitments acquired by such Post-Increase Revolving Lenders on the relevant amendment effective date and the Lenders thereof;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 Closing Date, the Borrower may obtain, from any Lenders Lender or any other bank, financial institution or other institutional lender or investor that agrees to provide any portion of Refinancing Term Loans or Other Revolving Credit Commitments pursuant to a Refinancing Amendment in accordance with this ‎Section 2.15 (each, an “Additional Lenders Refinancing Lender”) (provided, provided that the Administrative Agent (and, i) solely with respect to any Refinancing Amendment establishing any Other Revolving Credit Commitments, the Administrative Agent, each Letter of Credit Swing Line Lender and each L/C Issuer) , if applicable, shall have consented (not to be unreasonably withheld or delayed) to such Lender’s or Additional Refinancing Lender’s providing any Refinancing such Other Revolving Credit Commitments to the extent such consent consent, if any, would be required under Section 13.6(b10.07(b) for an assignment of Loans or Commitments, as applicable, Revolving Credit Commitments to such Lender or Additional Refinancing Lender; provided, further(ii) with respect to Refinancing Term Loans, that any Affiliated Lender offered 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 approached assignment to such Affiliated Lender of Term Loans and (iii) Affiliated Lenders may not provide all or a portion of the Refinancing Commitments may elect or decline, in its sole discretion, to provide a Refinancing CommitmentOther Revolving Credit Commitments), Credit Agreement Refinancing Indebtedness in respect of (a) all or any portion of any Class, as selected by the Borrower in its sole discretion, of Term Loans then outstanding under this Agreement or (b) all or any portion of the Revolving Credit Loans (or unused Revolving Credit CommitmentsCommitments in respect thereof) then outstanding under this Agreement, in the form of (x) Refinancing Term Loans or Loans, Refinancing Term Loan Commitments or (y) Refinancing Revolving Credit Loans or Refinancing Commitments, Other Revolving Credit Commitments, as the case may be, in each case or Other Revolving Credit Loans pursuant to a Refinancing Amendment; provided that such Refinancing Term Loansnotwithstanding anything to the contrary in this ‎Section 2.15 or otherwise, Refinancing Term Loan (1) 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 ‎(3) 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, Refinancing (2) subject to the provisions of ‎Section 2.03(n) and ‎Section 2.04(g) to the extent dealing with Swing Line Loans and Letters of Credit which mature or expire after a maturity date when there exist Other Revolving Credit Commitments with a longer maturity date, all Swing Line Loans and Letters of Credit shall be participated on a pro rata basis by all Lenders with Commitments in accordance with their percentage of the Commitments in respect of Revolving Credit Loans (and Refinancing except as provided in ‎Section 2.03(n) and ‎Section 2.04(g), without giving effect to changes thereto on an earlier maturity date with respect to Swing Line Loans and Letters of Credit theretofore incurred or issued), (3) the permanent repayment of Revolving Credit Commitments: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 Commitments in respect of Revolving Credit Loans, except that the Borrower shall be permitted to permanently repay and terminate commitments of any such Class on a better than a pro rata basis as compared to any other Class with a later maturity date than such Class and (4) 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. (b) The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in ‎Section 4.02 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) will rank pari passu customary legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Closing Date other than changes to such legal opinion resulting from a change in right law, change in fact or change to counsel’s form of payment opinion reasonably satisfactory to the Administrative Agent and of security with the other Loans and Commitments hereunder; (ii) will have reaffirmation agreements and/or such pricing, premiums and optional prepayment terms amendments to the Collateral Documents as may be agreed reasonably requested by the Borrower Administrative Agent in order to ensure that such Credit Agreement Refinancing Indebtedness is provided with the benefit of the applicable Loan Documents. (c) Each issuance of Credit Agreement Refinancing Indebtedness under ‎Section 2.15(a) shall be in an aggregate principal amount that is (x) not less than $10,000,000 and (y) an integral multiple of $1,000,000 in excess thereof. (d) Each of the parties hereto hereby agrees that this Agreement and the other Loan Documents may be amended pursuant to a Refinancing Amendment, without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto and (ii) make such other changes to this Agreement and the other Loan Documents consistent with the provisions and intent of the third paragraph of ‎Section 10.01 (without the consent of the Required Lenders thereof;called for therein) and (iii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this ‎Section 2.15, and the Required Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment. (e) This ‎Section 2.15 shall supersede any provisions in ‎Section 2.13 or ‎10.01 to the contrary.

Refinancing Amendments. (a) At any time after the Closing Date, the Borrower may obtain, from any Lenders or any Additional Lenders (provided, that the Administrative Agent (and, solely with respect to any Refinancing Amendment establishing any Revolving Credit Commitments, each Letter of Credit Issuer) shall have consented to such Additional Lender’s providing any Refinancing Commitments to the extent such consent would be required under Section 13.6(b) for an assignment of Loans or Commitments, as applicable, to such Additional Lender; provided, further, that any Lender offered or approached to provide all or a portion of the Refinancing Commitments may elect or decline, in its sole discretion, to provide a Refinancing Commitment), obtain Credit Agreement Refinancing Indebtedness in respect of (a) all or any portion of the Term Loans and the Revolving Loans (or unused Revolving Commitments) 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 Other Revolving Credit Loans (or unused Revolving Credit Commitments) under this AgreementLoans), in the form of (x) Refinancing Other Term Loans, Other Term Loan Commitments, Other Revolving Loans or Refinancing Term Loan Other Revolving Commitments or (y) Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments, as the case may be, in each case pursuant to a Refinancing Amendment; provided that, notwithstanding anything to the contrary in this Section 2.15 or otherwise, (1) the borrowing and repayment (except for (A) payments of interest and fees at different rates on Other Revolving Commitments (and related outstanding), (B) repayments required upon the maturity date of the Other Revolving Commitments or any other Tranche of Revolving Commitments and (C) repayment made in connection with a permanent repayment and termination of commitments (subject to clause (2) 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 (subject to clauses (2) and (3) below), (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 Borrower shall be permitted to permanently repay and terminate commitments of any Class with an earlier maturity date on a better than a pro rata basis as compared to any other Class with a later maturity date than such Class and (3) assignments and participations of Other Revolving Commitments and Other Revolving Loans shall be governed by the same assignment and participation provisions applicable to other Revolving Commitments and Revolving Loans. Each issuance of Credit Agreement Refinancing Indebtedness under this Section 2.15(a) shall be in an aggregate principal amount that is (x) not less than $5.0 million and (y) an integral multiple of $1.0 million in excess thereof. (b) The effectiveness of any such Credit Agreement Refinancing Indebtedness shall subject to the consent required pursuant to Section 2.15(d), be subject solely to the satisfaction of the following conditions to the reasonable satisfaction of Administrative Agent: (i) any Credit Agreement Refinancing Indebtedness in respect of Revolving Commitments or Other Revolving Commitments will have a maturity date that is not prior to the maturity date of the Revolving Loans (or unused Revolving Commitments) being refinanced; (ii) any Credit Agreement Refinancing Indebtedness in respect of Term Loans will have a maturity date that is not prior to the maturity date of, and a Weighted Average Life to Maturity that is not shorter than the Weighted Average Life to Maturity of, the Term Loans being refinanced (determined without giving effect to the impact of prepayments on amortization of Term Loans being refinanced); (iii) the aggregate principal amount of any Credit Agreement Refinancing Indebtedness shall not exceed the principal amount so refinanced, plus, accrued interest, plus, any premium or other payment required to be paid in connection with such refinancing, plus, the amount of reasonable and customary fees and expenses of Borrower or any of its Restricted Subsidiaries incurred in connection with such refinancing, plus, any unutilized commitments thereunder; (iv) to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent and the Lenders of customary legal opinions and other documents; (v) to the extent reasonably requested by the Administrative Agent, execution of amendments to the Mortgages by the applicable Credit Parties and Collateral Agent, in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent; (vi) to the extent reasonably requested by the Administrative Agent, delivery to the Administrative Agent of title insurance endorsements reasonably satisfactory to the Administrative Agent; and (vii) execution of a Refinancing Amendment by the Credit Parties, Administrative Agent and Lenders providing such Credit Agreement Refinancing Indebtedness. (c) The Loans and Commitments established pursuant to this Section 2.15 shall constitute Loans and Commitments under, and shall be entitled to all the benefits afforded by, this Agreement and the other Credit Documents, and shall, without limiting the foregoing, benefit equally and ratably from the Guarantees and security interests created by the Security Documents. The Credit Parties shall take any actions reasonably required by Administrative Agent to ensure and/or demonstrate that the Lien and security interests granted by the Security Documents continue to secure all the Obligations and continue to be perfected under the UCC or otherwise after giving effect to the applicable Refinancing Amendment. (d) Upon the effectiveness of any Refinancing Amendment pursuant to this Section 2.15, any Person providing the corresponding Credit Agreement Refinancing Indebtedness that was not a Lender hereunder immediately prior to such time shall, subject to consent of each L/C Lender in the case of Other Revolving Loans or Other Revolving Commitments, become a Lender hereunder. Administrative Agent shall promptly notify each Lender as to the effectiveness of such Refinancing Amendment, and (i) in the case any Other Revolving Commitments resulting from such Refinancing Amendment, the Total Revolving Commitments under, and for all purpose of this Agreement, shall be increased by the aggregate amount of such Other Revolving Commitments (net of any existing Revolving Commitments being refinanced by such Refinancing Amendment), (ii) any Other Revolving Loans resulting from such Refinancing Amendment shall be deemed to be additional Revolving Loans hereunder, (iii) any Other Term Loans resulting from such Refinancing Amendment shall be deemed to be Term Loans hereunder (to the extent funded) and (iv) any Other Term Loan Commitments resulting from such Refinancing Amendment shall be deemed to be Term Loan Commitments hereunder. Notwithstanding anything to the contrary contained herein, Borrower, Collateral Agent and Administrative Agent may (and each of Collateral Agent and Administrative Agent are authorized by each other Secured Party to) execute such amendments and/or amendments and restatements of any Credit Documents as may be necessary or advisable to effectuate the provisions of this Section 2.15. Such amendments may include provisions allowing any Other Term Loans to be treated on the same basis as Term Facility Loans in connection with declining prepayments. (e) 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, Refinancing Other Term Loan Commitments, Other Revolving Loans and/or Other Revolving Commitments). Any Refinancing Revolving Credit Loans Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and Refinancing Revolving Credit Commitments: (i) will rank pari passu in right of payment and of security with the other Loans and Commitments hereunder; (ii) will have such pricing, premiums and optional prepayment terms Credit Documents as may be agreed necessary or appropriate, in the reasonable opinion of Administrative Agent and Borrower, to effect the provisions of this Section 2.15. This Section 2.15 shall supersede any provisions in Section 4.02, 4.07(b) or 13.04 to the contrary. (f) 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 L/C Liabilities (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 L/C Liabilities 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 Borrower effective date of such Refinancing Amendment). Such assignments or transfers and the Lenders thereof;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

Refinancing Amendments. (a) At any time On one or more occasions after the Closing Date, the Borrower may obtain, from any Lenders Lender or any other bank, financial institution or other institutional lender or investor that agrees to provide any portion of Refinancing Term Loans or Other Revolving Credit Commitments pursuant to a Refinancing Amendment in accordance with this ‎Section 2.15 (each, an “Additional Lenders Refinancing Lender”) (provided, provided that the Administrative Agent (and, i) solely with respect to any Refinancing Amendment establishing any Other Revolving Credit Commitments, the Administrative Agent, each Letter of Credit Swing Line Lender and each L/C Issuer) , if applicable, shall have consented (not to be unreasonably withheld or delayed) to such Lender’s or Additional Refinancing Lender’s providing any Refinancing such Other Revolving Credit Commitments to the extent such consent consent, if any, would be required under Section 13.6(b10.07(b) for an assignment of Loans or Commitments, as applicable, Revolving Credit Commitments to such Lender or Additional Refinancing Lender; provided, further(i) with respect to Refinancing Term Loans, that any Affiliated Lender offered 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 approached assignment to such Affiliated Lender of Term Loans and (i) Affiliated Lenders may not provide all or a portion of the Refinancing Commitments may elect or decline, in its sole discretion, to provide a Refinancing CommitmentOther Revolving Credit Commitments), Credit Agreement Refinancing Indebtedness in respect of (a) all or any portion of any Class, as selected by the Borrower in its sole discretion, of Term Loans then outstanding under this Agreement or (b) all or any portion of the Revolving Credit Loans (or unused Revolving Credit CommitmentsCommitments in respect thereof) then outstanding under this Agreement, in the form of (x) Refinancing Term Loans or Loans, Refinancing Term Loan Commitments or (y) Refinancing Revolving Credit Loans or Refinancing Commitments, Other Revolving Credit Commitments, as the case may be, in each case or Other Revolving Credit Loans pursuant to a Refinancing Amendment; provided that such Refinancing Term Loansnotwithstanding anything to the contrary in this ‎Section 2.15 or otherwise, Refinancing Term Loan (1) 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 ‎(3) 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, Refinancing (1) subject to the provisions of ‎Section 2.03(n) and ‎Section 2.04(g) to the extent dealing with Swing Line Loans and Letters of Credit which mature or expire after a maturity date when there exist Other Revolving Credit Commitments with a longer maturity date, all Swing Line Loans and Letters of Credit shall be participated on a pro rata basis by all Lenders with Commitments in accordance with their percentage of the Commitments in respect of Revolving Credit Loans (and Refinancing except as provided in ‎Section 2.03(n) and ‎Section 2.04(g), without giving effect to changes thereto on an earlier maturity date with respect to Swing Line Loans and Letters of Credit theretofore incurred or issued), (1) the permanent repayment of Revolving Credit Commitments: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 Commitments in respect of Revolving Credit Loans, except that the Borrower shall be permitted to permanently repay and terminate commitments of any such Class on a better than a pro rata basis as compared to any other Class with a later maturity date than such Class and (1) 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. (a) The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in ‎Section 4.02 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) will rank pari passu customary legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Closing Date other than changes to such legal opinion resulting from a change in right law, change in fact or change to counsel’s form of payment opinion reasonably satisfactory to the Administrative Agent and of security with (i) reaffirmation agreements and/or such amendments to the other Loans and Commitments hereunder; (ii) will have such pricing, premiums and optional prepayment terms Collateral Documents as may be agreed reasonably requested by the Borrower Administrative Agent in order to ensure that such Credit Agreement Refinancing Indebtedness is provided with the benefit of the applicable Loan Documents. (b) Each issuance of Credit Agreement Refinancing Indebtedness under ‎Section 2.15(a) shall be in an aggregate principal amount that is (x) not less than $10,000,000 and (y) an integral multiple of $1,000,000 in excess thereof. (c) Each of the parties hereto hereby agrees that this Agreement and the other Loan Documents may be amended pursuant to a Refinancing Amendment, without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto and (i) make such other changes to this Agreement and the other Loan Documents consistent with the provisions and intent of the third paragraph of ‎Section 10.01 (without the consent of the Required Lenders thereof;called for therein) and (i) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this ‎Section 2.15, and the Required Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment. (d) This ‎Section 2.15 shall supersede any provisions in ‎Section 2.13 or ‎10.01 to the contrary.

Refinancing Amendments. (a) At any time after the Closing Date, the Borrower or any Subsidiary Loan Party may obtain, from any Lenders Lender or any Additional Lenders (provided, that the Administrative Agent (and, solely with respect to any Refinancing Amendment establishing any Revolving Credit Commitments, each Letter of Credit Issuer) shall have consented to such Additional Lender’s providing any Refinancing Commitments to the extent such consent would be required under Section 13.6(b) for an assignment of Loans or Commitments, as applicable, to such Additional Lender; provided, further, that any Lender offered or approached to provide all or a portion of the Refinancing Commitments may elect or decline, in its sole discretion, to provide a Refinancing Commitment), Credit Agreement Refinancing Indebtedness in respect of (ai) all or any portion of the Term Loans then outstanding under this Agreement (including any then outstanding Other Term Loans or Incremental Term Loans) or (bii) all or any portion of the Revolving Credit RC Facility Loans (or unused Revolving Credit Unused RC Facility Commitments) then outstanding under this AgreementAgreement (including any then outstanding Other RC Facility Loans, Other RC Facility Commitments or Additional/Replacement RC Facility Commitments), in the form of (x) Refinancing Other Term Loans or Refinancing Other Term Loan Commitments or (y) Refinancing Revolving Credit Other RC Facility Loans or Refinancing Revolving Credit Other RC Facility Commitments, as the case may be, in each case with respect to the foregoing clauses (i) and (ii), pursuant to a Refinancing Amendment; provided that such Credit Agreement Refinancing Term Loans, Refinancing Term Loan Commitments, Refinancing Revolving Credit Loans and Refinancing Revolving Credit Commitments: Indebtedness (i) will rank pari passu in right of payment and of security with the other Loans and Commitments hereunder; (iiA) will have such pricingpricing (including interest, premiums fees and premiums) and optional prepayment (or redemption) terms as may be agreed by the Borrower and the Lenders thereof and (B) the proceeds of such Credit Agreement Refinancing Indebtedness shall be applied, substantially concurrently with the incurrence thereof;, to the prepayment of the Indebtedness being so refinanced or replaced, as the case may be. Each Class of Credit Agreement Refinancing Indebtedness incurred under this Section 2.21 shall be in an aggregate principal amount that is not less than (as applicable) $10,000,000 or €8,000,000 and integral multiples of $1,000,000 or €750,000 in excess thereof (unless the Borrower and the Administrative Agent otherwise agree). Any Refinancing Amendment establishing any Other RC Facility Commitments shall, with respect to provisions relating to letters of credit issued thereunder, be on terms substantially similar (except for the fees payable in connection therewith and the identity of the letter of credit issuer, as applicable, which shall be determined by the Borrower, the lenders of such commitments and the applicable letter of credit issuers and borrowing, repayment and termination of commitment procedures with respect thereto, in each case which shall be specified in the applicable Refinancing Amendment) to the terms relating to the Letters of Credit with respect to any applicable Class of RC Facility Commitments, or otherwise reasonably acceptable to the Administrative Agent. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans, Other RC Facility Loans, Other RC Facility 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 Administrative Agent and the Borrower, to effect the provisions of this Section 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 RC Facility Maturity Date shall be reallocated from Lenders holding RC Facility Commitments to Lenders holding extended letter of credit facility 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 RC Facility Commitments, be deemed to be participation interests in respect of such RC Facility Commitments and the terms of such participation interests (including, without limitation, the commission applicable thereto) shall be adjusted accordingly. (b) Notwithstanding anything to the contrary, 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 Closing Effective Date, the Borrower may obtain, obtain Credit Agreement Refinancing Indebtedness from any Lenders or any Additional Lenders (providedor, that with the consent of the Administrative Agent (and, solely with respect to any Refinancing Amendment establishing any Revolving Credit Commitments, the Swingline Lender and each Letter of Credit Issuer) shall have consented to such Additional Lender’s providing any Refinancing Commitments to the extent such consent would be required under Section 13.6(b) for an assignment of Loans or Commitments, as applicable, to such Additional Lender; provided, further, that any Lender offered or approached to provide all or a portion of the Refinancing Commitments may elect or decline, in its sole discretion, to provide a Refinancing CommitmentIssuing Bank), Credit Agreement Refinancing Indebtedness any Additional Lenders in respect of (ai) all or any portion of the Term Loans then outstanding under this Agreement or (bii) all or any portion of the Revolving Credit Loans (or unused Revolving Credit Commitments) under this Agreement, in the form of (x1) Refinancing Other Term Loans or Refinancing Other Term Loan Commitments or (y2) Refinancing Other Revolving Credit Loans or Refinancing Other Revolving Credit Commitments, as the case may be, in each case pursuant to a Refinancing Amendment; provided that such Refinancing Other Term Loans, Refinancing Other Term Loan Commitments, Refinancing Other Revolving Credit Loans and Refinancing Other Revolving Credit Commitments: : (iA) will rank pari passu in right of payment and of security with the other Loans and Commitments hereunder; , (iiB) will have such pricing, premiums and optional prepayment terms as may be agreed by the Borrower and the Lenders thereof;; provided that, with respect to any Other Term Loans or Other Term Commitments, or any Other Revolving Loans or Other Revolving Commitments, that do not replace the existing Term Loans or existing Revolving Loans or Revolving Commitments, as applicable, in their entirety, if the All-In Yield of such Credit Agreement Refinancing Indebtedness exceeds the All-In Yield applicable to the existing Term Loans or Revolving Loans or Revolving Commitments by more than 0.50%, then the interest rate margins for the Term Loans or Revolving Loans or Revolving Commitments shall be increased to the extent necessary so that the All-In Yield of the Term Loans or Revolving Loans or Revolving Commitments is equal to the All-In Yield of such term loans incurred pursuant to such Credit Agreement Refinancing Indebtedness minus 0.50%, (C) (x) with respect to any Other Revolving Loans or Other Revolving Commitments, will have a maturity date that is not prior to the Latest Maturity Date of Revolving Loans (or unused Revolving Commitments) being refinanced, and (y) with respect to any Other Term Loans or Other Term Loan Commitments, will have a maturity date that is not prior to the Latest Maturity Date of, and will have a Weighted Average Life to Maturity that is not shorter than, the Term Loans being refinanced, (D) subject to clause (B) above, will have terms and conditions that reflect market terms and conditions at the time of incurrence and issuance; provided, however, that, to the extent such terms and documentation are not substantially identical to the Credit Agreement Refinancing Indebtedness being refinanced, (x) such terms shall be less favorable to the providers of such Credit Agreement Refinancing Indebtedness than those applicable to the Indebtedness being refinanced, except, in each case, for financial or other covenants or other provisions contained in such Indebtedness that are applicable only after the then Latest Maturity Date for all Obligations, and (y) such documentation shall be reasonably acceptable to the Administrative Agent, (E) shall not be secured by any property or assets of the Borrower or any of its Subsidiaries other than the Collateral, (F) no Person shall guarantee such Indebtedness unless it is a Guarantor (or becomes a Guarantor substantially concurrently with the incurrence of such Indebtedness or the issuance of such guarantee); provided that, if, at any time, such Person ceases to be a Guarantor, it shall not guarantee such Indebtedness, and (G) will be offered first, on a pro rata basis, to the Lenders of the Indebtedness being refinanced. (b) The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 and, to the extent reasonably requested by the Administrative Agent, receipt by the 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. Each Class of Credit Agreement Refinancing Indebtedness incurred under this Section 2.22 shall be in an aggregate principal amount that is not less than $5,000,000 and an integral multiple of $1,000,000 in excess thereof. (c) The proceeds of such Credit Agreement Refinancing Indebtedness shall be applied, substantially concurrently with the incurrence thereof, to the pro rata prepayment of outstanding Term Loans or reduction of Revolving Commitments being so refinanced (and repayment of Revolving Loans outstanding thereunder), as applicable. Any Refinancing Amendment may provide for the issuance of Letters of Credit for the account of the Borrower, pursuant to any Other Revolving Commitments established thereby, on terms substantially equivalent to the terms applicable to Letters of Credit under the Revolving Commitments, but subject to the approval of the Issuing Bank. (d) The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, 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, Other Revolving Loans, Other Revolving Commitments and/or Other Term Commitments) and to treat any such Other Term Loans or Other Term Commitments as Term Loans or Term Commitments and to treat such Other Revolving Loans or Other Revolving Commitments as Revolving Loans or Revolving 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 Administrative Agent and the Borrower, to effect the provisions of this Section 2.22. In addition, if so provided in the relevant Refinancing Amendment and with the consent of the 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 reallocation thereof to the relevant Lenders holding Revolving Commitments, be deemed to be participations in respect of such Letters of Credit and the terms of such participations (including, without limitation, the fees applicable thereto) shall be adjusted accordingly. (e) This Section 2.22 shall supersede any provisions in Section 2.13 or Section 9.02 to the contrary.

Refinancing Amendments. (a) At any time On one or more occasions after the Closing Date, the Borrower may obtain, from any Lenders Lender or any other Person that is or would be an Eligible Assignee that agrees to provide any portion of Refinancing Term Loans or Other Revolving Credit Commitments pursuant to a Refinancing Amendment in accordance with this Section 2.15 (each, an “Additional Lenders Refinancing Lender”) (provided, provided that the Administrative Agent (and, i) solely with respect to any Refinancing Amendment establishing any Other Revolving Credit Commitments, the Administrative Agent, each Letter of Credit Swing Line Lender and each L/C Issuer) , if applicable, shall have consented (not to be unreasonably withheld or delayed) to such Lender’s or Additional Refinancing Lender’s providing any Refinancing such Other Revolving Credit Commitments to the extent such consent consent, if any, would be required under Section 13.6(b10.07(b) for an assignment of Loans or Commitments, as applicable, Revolving Credit Commitments to such Lender or Additional Refinancing Lender; provided, further(ii) with respect to Refinancing Term Loans, that any Affiliated Lender offered 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 approached assignment to such Affiliated Lender of Term Loans and (iii) Affiliated Lenders may not provide all or a portion of the Refinancing Commitments may elect or decline, in its sole discretion, to provide a Refinancing CommitmentOther Revolving Credit Commitments), Credit Agreement Refinancing Indebtedness in respect of (a) all or any portion of any Class, as selected by the Borrower in its sole discretion, of Term Loans then outstanding under this Agreement or (b) all or any portion of the Revolving Credit Loans (or unused Revolving Credit CommitmentsCommitments in respect thereof) then outstanding under this Agreement, in the form of (x) Refinancing Term Loans or Loans, Refinancing Term Loan Commitments or (y) Refinancing Revolving Credit Loans or Refinancing Commitments, Other Revolving Credit Commitments, as the case may be, in each case or Other Revolving Credit Loans pursuant to a Refinancing Amendment; provided that such Refinancing Term Loansnotwithstanding anything to the contrary in this Section 2.15 or otherwise, Refinancing Term Loan (1) 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 (3) 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, Refinancing (2) subject to the provisions of Section 2.03(n) and Section 2.04(g) to the extent dealing with Swing Line Loans and Letters of Credit which mature or expire after a maturity date when there exist Other Revolving Credit Commitments with a longer maturity date, all Swing Line Loans and Letters of Credit shall be participated on a pro rata basis by all Lenders with Commitments in accordance with their percentage of the Commitments in respect of Revolving Credit Loans (and Refinancing except as provided in Section 2.03(n) and Section 2.04(g), without giving effect to changes thereto on an earlier maturity date with respect to Swing Line Loans and Letters of Credit theretofore incurred or issued), (3) the permanent repayment of Revolving Credit Commitments: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 Commitments in respect of Revolving Credit Loans, except that the Borrower shall be permitted to permanently repay and terminate commitments of any such Class on a better than a pro rata basis as compared to any other Class with a later maturity date than such Class and (4) 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. (b) The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) will rank pari passu customary legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Closing Date other than changes to such legal opinion resulting from a change in right law, change in fact or change to counsel’s form of payment opinion and of security with the other Loans and Commitments hereunder; (ii) will have reaffirmation agreements and/or such pricing, premiums and optional prepayment terms amendments to the Collateral Documents as may be agreed reasonably requested by the Borrower Administrative Agent in order to ensure that such Credit Agreement Refinancing Indebtedness is provided with the benefit of the applicable Loan Documents. For the avoidance of doubt, no consent of any Agent shall be required except to the extent affecting the rights and duties of, or any fees or other amounts payable to, such Agent. (c) Each issuance of Credit Agreement Refinancing Indebtedness under Section 2.15(a) shall be in an aggregate principal amount that is (x) not less than $5,000,000 and (y) an integral multiple of $1,000,000 in excess thereof. (d) Each of the parties hereto hereby agrees that this Agreement and the other Loan Documents may be amended pursuant to a Refinancing Amendment, without the consent of any other Lenders thereof;or any Agent, 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 (ii) make such other changes to this Agreement and the other Loan Documents consistent with the provisions and intent of the third paragraph of Section 10.01 (without the consent of the Required Lenders called for therein) and (iii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Borrower, to effect the provisions of this Section 2.15. (e) This Section 2.15 shall supersede any provisions in Section 2.13 or 10.01 to the contrary.

Refinancing Amendments. (a) At any time On one or more occasions after the Closing Date, the Borrower may obtain, from any Lenders 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 2.13 (each, an “Additional Lenders Refinancing Lender”) (provided, provided that (i) the Administrative Agent (and, solely with respect to any Refinancing Amendment establishing any Revolving Credit Commitments, each Letter of Credit Issuer) shall have consented (not to be unreasonably withheld or delayed) to such Additional Lender’s providing any or Additional Refinancing Commitments Lender’s making such Refinancing Term Loans to the extent such consent consent, if any, would be required under Section 13.6(b10.07(b) for an assignment of Loans or Commitments, as applicable, to such Lender or Additional Refinancing Lender; provided, further, that (ii) any Affiliated Lender offered providing any Refinancing Term Loans shall be subject to the same restrictions set forth in Section 10.07(k) as they would otherwise be subject to with respect to any purchase by or approached assignment to provide all or a portion such Affiliated Lender of the Refinancing Commitments may elect or decline, in its sole discretion, to provide a Refinancing CommitmentTerm Loans), Credit Agreement Refinancing Indebtedness in respect of (a) all or any portion of the any Class of Term Loans then outstanding under this Agreement or (b) all or any portion of the Revolving Credit Loans (or unused Revolving Credit Commitments) under this Agreement, in the form of (x) Refinancing Term Loans or Refinancing Term Loan Commitments pursuant to a Refinancing Amendment; provided that notwithstanding anything to the contrary in this Section 2.13 or otherwise, the Refinancing Term Loans may participate on a pro rata basis or less than pro rata basis (ybut not on a greater than pro rata basis) in any voluntary or mandatory prepayments of Term Loans hereunder, as specified in the applicable Refinancing Revolving Credit Amendment. (b) The terms, provisions and documentation of the Refinancing Term Loans or Refinancing Revolving Credit Term Commitments, as the case may be, of any Class shall be subject to the limitations set forth in the definition of “Credit Agreement Refinancing Indebtedness”. (c) The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each case of the conditions set forth in Section 4.02 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) customary legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Closing Date, other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent, and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Credit Agreement Refinancing Indebtedness is provided with the benefit of the applicable Loan Documents. (d) Each issuance of Refinancing Term Loans under Section 2.13(a) shall be in an aggregate principal amount that is (x) not less than $25,000,000 and (y) an integral multiple of $1,000,000 in excess thereof. (e) Each of the parties hereto hereby agrees that this Agreement and the other Loan Documents may be amended pursuant to a Refinancing Amendment; provided that such Refinancing Term Loans, Refinancing Term Loan Commitmentswithout the consent of any other Lenders, Refinancing Revolving Credit Loans and Refinancing Revolving Credit Commitments: to the extent (but only to the extent) necessary to (i) will rank pari passu in right reflect the existence and terms of payment the Credit Agreement Refinancing Indebtedness incurred pursuant thereto and of security with the other Loans and Commitments hereunder; (ii) will have make such pricing, premiums other changes to this Agreement and optional prepayment terms the other Loan Documents consistent with the provisions and intent of the third paragraph of Section 10.01 (without the consent of the Required Lenders called for therein) and (iii) effect such other amendments to this Agreement and the other Loan Documents as may be agreed by necessary or appropriate, in the Borrower reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.13, and the Required Lenders thereof;hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment.

Refinancing Amendments. (a) At any time after the Closing Date, the Borrower The Borrowers may obtain, from any Lenders Lender or any other bank, financial institution or other institutional lender or investor that agrees to provide any portion of Refinancing Term Loans, Refinancing Term Loan Commitments, Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments pursuant to a Refinancing Amendment in accordance with this Section 2.20 (each, an “Additional Lenders Refinancing Lender”) (provided, provided that (i) the Administrative Agent (and, solely with respect to any Refinancing Amendment establishing any Revolving Credit CommitmentsAgent, each Letter of Credit Issuer) Swing Line Lender and each LC Issuer shall have consented (not to be unreasonably withheld or delayed) to such Additional Refinancing Lender’s providing any making such Refinancing Term Loans, Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments to the extent such consent consent, if any, would be required under Section 13.6(b) the definition of “Eligible Assignee” for an assignment of Loans or Revolving Commitments, as applicable, to such Additional Refinancing Lender; provided, further(ii) with respect to Refinancing Term Loans, that any Additional Refinancing Lender offered providing any Refinancing Term Loans shall be subject to the same restrictions set forth in Section 11.06(g) as they would otherwise be subject to with respect to any purchase by or approached assignment to such Affiliated Lender of Term Loans and (iii) Affiliated Lenders may not provide all or a portion of the Refinancing Commitments may elect or decline, in its sole discretion, to provide a Refinancing CommitmentRevolving Credit Commitments), Credit Agreement Refinancing Indebtedness in respect of (a) all or any portion of the Term Loans then outstanding under this Agreement or (b) all or any portion of the Revolving Credit Loans (or unused Revolving Credit Commitments) under this Agreement, in the form of (xi) Refinancing Term Loans or Refinancing Term Loan Commitments in respect of all or any portion of any Class of Term Loans then outstanding under this Agreement (which for purposes of this clause (i) will be deemed to include any then outstanding Refinancing Term Loans) or (yii) Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments, as Commitments in respect of all or any portion of any Class of Revolving Loans (and the case may beUnused Revolving Commitments with respect to such Class of Revolving Loans) then outstanding under this Agreement (which for purposes of this clause (ii) will be deemed to include any then outstanding Refinancing Revolving Credit Commitments or Refinancing Revolving Credit Loans), in each case pursuant to a Refinancing Amendment; provided that such Credit Agreement Refinancing Term Loans, Refinancing Term Loan Commitments, Refinancing Revolving Credit Loans and Refinancing Revolving Credit Commitments: Indebtedness (iA) will rank pari passu (or, at the option of such Additional Refinancing Lender, on a junior basis) in right of payment and of security with the other Loans and Commitments hereunder; , (iiB) will have such pricingpricing (including interest rates, premiums rate floors, fees, original issue discounts, premiums) and optional and mandatory prepayments (including call protection and prepayment premiums) and scheduled amortization terms as may be agreed by the Parent Borrower and the Lenders thereof and (C) will have terms and conditions that are otherwise consistent with the applicable requirements set forth in the definition of “Credit Agreement Refinancing Indebtedness.” (b) Notwithstanding anything to the contrary in this Section 2.20 or otherwise, (1) the borrowing and repayment (except for (A) payments of interest and fees at different rates on Refinancing Revolving Credit Commitments (and related outstanding Revolving Loans), (B) repayments required upon the maturity date of the Refinancing Revolving Credit 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 Refinancing Revolving Credit Commitments after the date of obtaining any Refinancing Revolving Credit Commitments shall be made on a pro rata basis with all other Revolving Commitments, (2) subject to the provisions of Section 2.04(e) and Section 2.05(h) to the extent dealing with Swing Loans and Letters of Credit which mature or expire after a maturity date when there exist Refinancing Revolving Credit Commitments with a longer maturity date, all Swing Loans and Letters of Credit shall be participated on a pro rata basis by all Lenders with Commitments in accordance with their percentage of the Revolving Commitments (and except as provided in Section 2.04(e) and Section 2.05(h), without giving effect to changes thereto on an earlier maturity date with respect to Swing Loans and Letters of Credit theretofore incurred or issued), (3) the permanent repayment of Revolving Loans with respect to, and termination of, Refinancing Revolving Credit Commitments after the date of obtaining any Refinancing Revolving Credit Commitments shall be made on a pro rata basis with all other Revolving 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 (4) assignments and participations of Refinancing Revolving Credit Commitments and Refinancing Revolving Credit Loans shall be governed by the same assignment and participation provisions applicable to Revolving Commitments and Revolving Loans. (c) Each Class of Credit Agreement Refinancing Indebtedness incurred under this Section 2.20 shall be in an aggregate principal amount that is not less than (x) $15,000,000 in the case of Refinancing Term Loans an integral multiple of $1,000,000 in excess thereof and (y) $5,000,000 in the case of Refinancing Revolving Credit Commitments or Refinancing Revolving Credit Loans and an integral multiple of $1,000,000 in excess thereof;. Any Refinancing Amendment may provide for the issuance of Letters of Credit for the account of the Parent Borrower, or the provision to the Parent Borrower of Swing Loans, pursuant to any Refinancing Revolving Credit Commitments established thereby, in each case on terms substantially equivalent to the terms applicable to Letters of Credit and Swing Loans under the Class of Revolving Commitments to be refinanced; provided that terms relating to pricing, fees or premiums may vary to extent otherwise permitted by this Section 2.20 and set forth in such Refinancing Amendment. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of the following conditions, receipt by the Administrative Agent of (i) customary legal opinions, board resolutions and officers’ certificates reasonably satisfactory to the 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 Indebtedness is provided with the benefit of the applicable Loan Documents. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. (d) Each of the parties hereto hereby agrees that this Agreement and the other Loan Documents may be amended pursuant to a Refinancing Amendment to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Refinancing Term Loans, Credit Loans, Refinancing Revolving Credit Commitments and/or Refinancing Term Loan Commitments), (ii) make such other changes to this Agreement and the other Loan Documents consistent with the provisions and intent of Section 11.12(h), and (iii) 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 Parent Borrower, to effect the provisions of this Section 2.20, and the Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment. (e) This Section 2.20 shall supersede any provisions in Section 2.16 or Section 11.12 to the contrary. For the avoidance of doubt, any of the provisions of this Section 2.20 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 all Lenders pursuant to Section 11.12(a)(ii)(A) through (C), 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 Refinancing Term Commitment or Refinancing Revolving Credit Commitment unless such Lender executes a Refinancing Amendment.

Refinancing Amendments. (a) At any time after the Closing Date, the Borrower may obtain, (i) from any Lenders Lender or any Additional Lenders (providedRefinancing Term Lender, that the Administrative Agent (and, solely with respect to any Refinancing Amendment establishing any Revolving Credit Commitments, each Letter of Credit Issuer) shall have consented to such Additional Lender’s providing any Refinancing Commitments to the extent such consent would be required under Section 13.6(b) for an assignment of Loans or Commitments, as applicable, to such Additional Lender; provided, further, that any Lender offered or approached to provide all or a portion of the Refinancing Commitments may elect or decline, in its sole discretion, to provide a Refinancing Commitment), Credit Agreement Refinancing Term Loan Indebtedness in respect of (a) all or any portion of the any Class of Term Loans then outstanding under this Agreement Agreement, as the case may be or (bii) from any Lender or Refinancing Revolving Lender, Refinancing Revolving Commitments in respect of all or any portion of the any Class of Revolving Credit Loans (or unused Revolving Credit Commitments) Commitments under this Agreement, in the form of (x) Refinancing Term Loans or Refinancing Term Loan Commitments or (y) Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments, as the case may be, in each case pursuant to a Refinancing Amendment; provided that if such Refinancing Term Loans, Refinancing Term Loan Commitments, Indebtedness or Refinancing Revolving Credit Loans Commitments and the Refinancing Revolving Credit Commitments: (i) will Loans in respect thereof shall rank pari passu in right of payment and of security with the Loans, it may not be (I) secured by any assets other Loans and Commitments hereunder;than Collateral or (II) guaranteed by any Subsidiary other than a Subsidiary Guarantor. (iib) will The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in paragraphs (a) and (b) of Section 7.2 and, except as otherwise specified in the applicable Refinancing Amendment, the Administrative Agent shall have such pricingreceived (with sufficient copies for each of the Refinancing Term Lenders or Refinancing Revolving Lenders, premiums as applicable) legal opinions, board resolutions and optional prepayment terms as may be agreed other closing certificates reasonably requested by the Administrative Agent and substantially consistent with those delivered on the Closing Date under Section 7.1. (c) Substantially concurrently with the incurrence of any Refinancing Term Loan Indebtedness, Borrower shall repay or prepay then outstanding Term Loans of the applicable Class (together with any accrued but unpaid interest thereon and any prepayment premium with respect thereto) in an aggregate principal amount equal to the Lenders thereof;lesser of (x) net proceeds of such Refinancing Term Loan Indebtedness and (y) the Refinanced Term Loan Debt, and any such prepayment of Term Loans of such Class shall be applied to reduce ratably the subsequent scheduled repayments of Term Loans of such Class to be made pursuant to Section 2.5(b) ratably. (d) Substantially concurrently with the effectiveness of any Refinancing Revolving Commitments, Borrower shall terminate and/or reduce the Revolving Credit Commitments of the applicable Class in an aggregate amount equal to the aggregate amount of such Refinancing Revolving Commitments established at such time, and if so required shall make prepayments of outstanding Revolving Loans of the applicable Class required pursuant to

Refinancing Amendments. (a) At any time On one or more occasions after the Closing Date, ,the Borrower may obtain, from any Lenders Lender or any other bank, financial institution or other institutionallender or investor that agrees to provide any portion of Refinancing Term Loans or Other RevolvingCredit Commitments pursuant to a Refinancing Amendment in accordance with this Section 2.15 (each,an “Additional Lenders Refinancing Lender”) (provided, provided that the Administrative Agent (and, i) solely with respect to any Refinancing Amendment establishing any Other Revolving Credit CommitmentsCreditCommitments, the Administrative Agent, each Letter of Credit Swing Line Lender and each L/C Issuer) , if applicable,shall have consented (not to be unreasonably withheld or delayed) to such Additional Lender’s or AdditionalRefinancing Lender’s providing any Refinancing such Other Revolving Credit Commitments to the extent such consent consent, ifany, would be required under Section 13.6(b10.07(b) for an assignment of Revolving Credit Commitments tosuch Lender or Additional Refinancing Lender, (ii) with respect to Refinancing Term Loans, anyAffiliated 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 tosuch Affiliated Lender of Term Loans and (iii) Affiliated Lenders may not provide Other RevolvingCredit Commitments, as applicable, to such Additional Lender; provided, further, that any Lender offered or approached to provide all or a portion of the Refinancing Commitments may elect or decline, in its sole discretion, to provide a Refinancing Commitment), Credit Agreement Refinancing Indebtedness in respect of (a) all or any portion of anyClass, as selected by the Borrower in its sole discretion, of Term Loans then outstanding under this Agreement or (b) all or any portion of the Revolving Credit Loans (or unused Revolving Credit Commitmentsorunused Commitments in respect thereof) then outstanding under this Agreement, in the form of (x) ofRefinancing Term Loans, Refinancing Term Loans or Refinancing Term Loan Commitments or (y) Refinancing Revolving Credit Loans or Refinancing Commitments, Other Revolving Credit Commitments, as the case may be, in each case orOther Revolving Credit Loans pursuant to a Refinancing Amendment; provided that such Refinancing Term Loansnotwithstandinganything to the contrary in this Section 2.15 or otherwise, Refinancing Term Loan Commitments, Refinancing (1) the borrowing and repayment (except for(A) payments of interest and fees at different rates on Other Revolving Credit Commitments (and relatedoutstandings), (B) repayments required upon the maturity date of the Other Revolving CreditCommitments and (C) repayment made in connection with a permanent repayment and termination ofcommitments (subject to clause (3) below)) of Loans and Refinancing with respect to Other Revolving CreditCommitments after the date of obtaining any Other Revolving Credit Commitments shall be made on apro rata basis with all other Revolving Credit Commitments: , (i2) will rank pari passu in right subject to the provisions of payment and of security with the other Loans and Commitments hereunder; (ii) will have such pricing, premiums and optional prepayment terms as may be agreed by the Borrower and the Lenders thereof;Section138

Refinancing Amendments. (a) At any time after the Closing Date, the Any Borrower may obtain, from any Lenders Lender or any other bank, financial institution or other institutional lender or investor (other than a German Company Party Affiliate) that agrees to provide any portion of Refinancing Term Loans pursuant to a Refinancing Amendment in accordance with Section 2.15 (each, an “Additional Lenders Refinancing Lender”) (provided, provided that (i) the Administrative Agent (and, solely with respect to any Refinancing Amendment establishing any Revolving Credit Commitments, and each Letter of Credit Issuer) L/C Issuer shall have consented (not to be unreasonably withheld or delayed) to such Additional Lender’s or Additional Refinancing Lender’s making such Refinancing Term Loans or providing any Refinancing such Other Revolving Credit Commitments to the extent such consent consent, if any, would be required under Section 13.6(b10.07(b) for an assignment of Loans or Revolving Credit Commitments, as applicable, to such Lender or Additional Refinancing Lender; provided, further(ii) with respect to Refinancing Term Loans, that any Affiliated Lender offered providing any 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 approached assignment to such Affiliated Lender of Term Loans, (iii) Affiliated Lenders may not provide Other Revolving Credit Commitments and (iv) each existing Lender will not have an obligation to provide all or a portion of the any Refinancing Commitments may elect or declineTerm Loans, in its sole discretion, nor will any Borrower have any obligation to approach any existing Lender to provide a any Refinancing CommitmentTerm Loans), Credit Agreement Refinancing Indebtedness Debt in respect of (a) all or any portion of the any Class of Term Loans then outstanding under this Agreement or (b) all or any portion of the Revolving Credit Loans (or unused Revolving Credit Commitments) then outstanding under this Agreement, in the form of (x) Refinancing Term Loans or Loans, Refinancing Term Loan Commitments or (y) Refinancing Revolving Credit Loans or Refinancing Commitments, Other Revolving Credit Commitments, as the case may be, in each case or Other Revolving Credit Loans pursuant to a Refinancing Amendment; provided that such Refinancing Term Loansnotwithstanding anything to the contrary in this Section 2.15 or otherwise, Refinancing Term Loan (1) 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 (3) 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, Refinancing (2) subject to the provisions of Section 2.03(o) to the extent dealing with 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 Lenders with Commitments in accordance with their percentage of the Revolving Credit Commitments (and except as provided in Section 2.03(o), without giving effect to changes thereto on an earlier maturity date with respect to Letters of Credit theretofore incurred or issued), (3) 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, (4) 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 and (5) no more than twenty (20) Refinancing Revolving Credit Commitments:Series and Extension Series may be created during the term of this Agreement. (b) The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) will rank pari passu customary legal opinions, board resolutions and officers’ certificates consistent with those delivered on the date hereof other than changes to such legal opinion resulting from a change in right law, change in fact or change to counsel’s form of payment opinion reasonably satisfactory to the Administrative Agent and of security with the other Loans and Commitments hereunder; (ii) will have reaffirmation agreements and/or such pricing, premiums and optional prepayment terms amendments to the Collateral Documents as may be agreed reasonably requested by the Borrower Administrative Agent in order to ensure that such Credit Agreement Refinancing Debt is provided with the benefit of the applicable Loan Documents. (c) Each issuance of Credit Agreement Refinancing Debt under Section 2.15(a) shall be in an aggregate principal amount that is (i) not less than $10,000,000 and (ii) an integral multiple of $1,000,000 in excess thereof. (d) Each of the parties hereto hereby agrees that this Agreement and the other Loan Documents may be amended pursuant to a Refinancing Amendment, without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Debt incurred pursuant thereto and (ii) make such other changes to this Agreement and the other Loan Documents consistent with the provisions and intent of the third paragraph of Section 10.01 (without the consent of the Required Lenders thereof;called for therein) and (iii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the relevant Borrower, to effect the provisions of this Section 2.15, and the Required Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment.

Refinancing Amendments. (a) At any time after the Closing Date, the Borrower The Borrowers may obtain, from any Lenders Lender or any other bank, financial institution or other institutional lender or investor that agrees to provide any portion of Refinancing Term Loans, Refinancing Term Loan Commitments, Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments pursuant to a Refinancing Amendment in accordance with this Section 2.20 (each, an “Additional Lenders Refinancing Lender”) (provided, provided that (i) the Administrative Agent (and, solely with respect to any Refinancing Amendment establishing any Revolving Credit CommitmentsAgent, each Letter of Credit Issuer) Swing Line Lender and each LC Issuer shall have consented (not to be unreasonably withheld or delayed) to such Additional Lender’s providing any or Additional Refinancing Lender’s making such Refinancing Term Loans, Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments to the extent such consent consent, if any, would be required under Section 13.6(b) the definition of “Eligible Assignee” for an assignment of Loans or Revolving Commitments, as applicable, to such Lender or Additional Refinancing Lender; provided, further(ii) with respect to Refinancing Term Loans, that any Additional Refinancing Lender offered providing an Refinancing Term Loans shall be subject to the same restrictions set forth in Section 11.06(g) as they would otherwise be subject to with respect to any purchase by or approached assignment to such Affiliated Lender of Term Loans and (iii) Affiliated Lenders may not provide all or a portion of the Refinancing Commitments may elect or decline, in its sole discretion, to provide a Refinancing CommitmentRevolving Credit Commitments), Credit Agreement Refinancing Indebtedness in respect of (a) all or any portion of the Term Loans then outstanding under this Agreement or (b) all or any portion of the Revolving Credit Loans (or unused Revolving Credit Commitments) under this Agreement, in the form of (xi) Refinancing Term Loans or Refinancing Term Loan Commitments in respect of all or any portion of any Class of Term Loans then outstanding under this Agreement (which for purposes of this clause (i) will be deemed to include any then outstanding Refinancing Term Loans) or (yii) Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments, as Commitments in respect of all or any portion of any Class of Revolving Loans (and the case may beUnused Revolving Commitments with respect to such Class of Revolving Loans) then outstanding under this Agreement (which for purposes of this clause (ii) will be deemed to include any then outstanding Refinancing Revolving Credit Commitments or Refinancing Revolving Credit Loans), in each case pursuant to a Refinancing Amendment; provided that such Credit Agreement Refinancing Term Loans, Refinancing Term Loan Commitments, Refinancing Revolving Credit Loans and Refinancing Revolving Credit Commitments: Indebtedness (iA) will rank pari passu in right of payment and of security with the other Loans and Commitments hereunder; , (iiB) will have such pricingpricing (including interest rates, premiums rate floors, fees, original issue discounts, premiums) and optional prepayment terms as may be agreed by the Parent Borrower and the Lenders thereof and (C) will have terms and conditions that are otherwise consistent with the applicable requirements set forth in the definition of “Credit Agreement Refinancing Indebtedness.” Table of Contents (b) Notwithstanding anything to the contrary in this Section 2.20 or otherwise, (1) the borrowing and repayment (except for (A) payments of interest and fees at different rates on Refinancing Revolving Credit Commitments (and related outstandings), (B) repayments required upon the maturity date of the Refinancing Revolving Credit 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 Refinancing Revolving Credit Commitments after the date of obtaining any Refinancing Revolving Credit Commitments shall be made on a pro rata basis with all other Revolving Commitments, (2) subject to the provisions of Section 2.04(e) and Section 2.05(h) to the extent dealing with Swing Loans and Letters of Credit which mature or expire after a maturity date when there exist Refinancing Revolving Credit Commitments with a longer maturity date, all Swing Loans and Letters of Credit shall be participated on a pro rata basis by all Lenders with Commitments in accordance with their percentage of the Revolving Commitments (and except as provided in Section 2.04(e) and Section 2.05(h), without giving effect to changes thereto on an earlier maturity date with respect to Swing Loans and Letters of Credit theretofore incurred or issued), (3) the permanent repayment of Revolving Loans with respect to, and termination of, Refinancing Revolving Credit Commitments after the date of obtaining any Refinancing Revolving Credit Commitments shall be made on a pro rata basis with all other Revolving 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 (4) assignments and participations of Refinancing Revolving Credit Commitments and Refinancing Revolving Credit Loans shall be governed by the same assignment and participation provisions applicable to Revolving Commitments and Revolving Loans. (c) Each Class of Credit Agreement Refinancing Indebtedness incurred under this Section 2.20 shall be in an aggregate principal amount that is either (a) sufficient to Refinance the entire outstanding amount of the applicable Class of Loans and/or Commitments being Refinanced pursuant to this Section 2.20 or (b) not less than (x) $2,500,000 in the case of Refinancing Term Loans an integral multiple of $1,000,000 in excess thereof and (y) $1,000,000 in the case of Refinancing Revolving Credit Commitments or Refinancing Revolving Credit Loans and an integral multiple of $1,000,000 in excess thereof;. Any Refinancing Amendment may provide for the issuance of Letters of Credit for the account of the Parent Borrower, or the provision to the Parent Borrower of Swing Loans, pursuant to any Refinancing Revolving Credit Commitments established thereby, in each case on terms substantially equivalent to the terms applicable to Letters of Credit and Swing Loans under the Class of Revolving Commitments to be refinanced; provided that terms relating to pricing, fees or premiums may vary to extent otherwise permitted by this Section 2.20 and set forth in such Refinancing Amendment. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of the following conditions, receipt by the Administrative Agent of (i) customary legal opinions, board resolutions and officers’ certificates reasonably satisfactory to the Administrative Agent and (ii) reaffirmations 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. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Table of Contents (d) Each of the parties hereto hereby agrees that this Agreement and the other Loan Documents may be amended pursuant to a Refinancing Amendment to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Refinancing Term Loans, Credit Loans, Refinancing Revolving Credit Commitments and/or Refinancing Term Loan Commitments, (ii) make such other changes to this Agreement and the other Loan Documents consistent with the provisions and intent of Section 11.12(h), and (iii) effect such amendments to this Agreement and the other Credit Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Parent Borrower, to effect the provisions of this Section 2.20, and the Required Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment. (e) This Section 2.20 shall supersede any provisions in Section 2.16 or 11.12 to the contrary. For the avoidance of doubt, any of the provisions of this Section 2.20 may be amended with the consent of the Required Lenders. No Lender shall be under any obligation to provide any Refinancing Term Commitment or Refinancing Revolving Credit Commitment unless such Lender executes a Refinancing Amendment.

Refinancing Amendments. (a) At any time On one or more occasions after the Closing Amendment No. 57 Effective Date, the Borrower may obtain, from any Lenders Lender or any other bank, financial institution or other institutional lender or investor that agrees to provide any portion of Refinancing Term Loans or Other Revolving Credit Commitments pursuant to a Refinancing Amendment in accordance with this Section 2.15 (each, an “Additional Lenders Refinancing Lender”) (provided, provided that the Administrative Agent (and, solely with respect to any Refinancing Amendment establishing any Revolving Credit CommitmentsAgent, each Letter of Credit Issuer) Swing Line Lender and each L/C Issuer shall have consented (not to be unreasonably withheld or delayed) to such Additional Lender’s or Additional Refinancing Lender’s making such Refinancing Term Loans or providing any Refinancing such Other Revolving Credit Commitments to the extent such consent consent, if any, would be required under Section 13.6(b10.07(b) for an assignment of Loans or Revolving Credit Commitments, as applicable, to such Lender or Additional Refinancing Lender; provided, further, that any Lender offered or approached to provide all or a portion of the Refinancing Commitments may elect or decline, in its sole discretion, to provide a Refinancing Commitment), Credit Agreement Refinancing Indebtedness in respect of (a) all or any portion of the any Class of Term Loans then outstanding under this Agreement or (b) all or any portion of the Revolving Credit Loans (or unused Revolving Credit Commitments) then outstanding under this Agreement, in the form of (x) Refinancing Term Loans or Loans, Refinancing Term Loan Commitments or (y) Refinancing Revolving Credit Loans or Refinancing Commitments, Other Revolving Credit Commitments, as the case may be, in each case or Other Revolving Credit Loans pursuant to a Refinancing Amendment; provided that such Refinancing Term Loansnotwithstanding anything to the contrary in this Section 2.15 or otherwise, Refinancing Term Loan (1) 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 (3) 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, Refinancing (2) subject to the provisions of Section 2.03(n) and Section 2.04(g) to the extent dealing with Swing Line Loans and Letters of Credit which mature or expire after a maturity date when there exist Other Revolving Credit Commitments with a longer maturity date, all Swing Line Loans and Letters of Credit shall be participated on a pro rata basis by all Lenders with Commitments in accordance with their percentage of the Revolving Credit Commitments (and except as provided in Section 2.03(n) and Section 2.04(g), without giving effect to changes thereto on an earlier maturity date with respect to Swing Line Loans and Letters of Credit theretofore incurred or issued), (3) the permanent repayment of Revolving Credit Loans with respect to, and Refinancing 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 Borrower shall be permitted to permanently repay and terminate commitments of any such Class on a better than a pro rata basis as compared to any other Class with a later maturity date than such Class and (4) 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. (b) The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) will rank pari passu customary legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Closing Date other than changes to such legal opinion resulting from a change in right law, change in fact or change to counsel’s form of payment opinion reasonably satisfactory to the Administrative Agent and of security with the other Loans and Commitments hereunder; (ii) will have reaffirmation agreements and/or such pricing, premiums and optional prepayment terms amendments to the Collateral Documents as may be agreed reasonably requested by the Borrower Administrative Agent in order to ensure that such Credit Agreement Refinancing Indebtedness is provided with the benefit of the applicable Loan Documents. (c) Each issuance of Credit Agreement Refinancing Indebtedness under Section 2.15(a) shall be in an aggregate principal amount that is (x) not less than $10,000,000 and (y) an integral multiple of $1,000,000 in excess thereof. (d) Each of the parties hereto hereby agrees that this Agreement and the other Loan Documents may be amended pursuant to a Refinancing Amendment, without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto and (ii) make such other changes to this Agreement and the other Loan Documents consistent with the provisions and intent of the third paragraph of Section 10.01 (without the consent of the Required Lenders thereof;called for therein) and (iii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.15, and the Required Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment. (e) This Section 2.15 shall supersede any provisions in Section 2.13 or 10.01 to the contrary.

Refinancing Amendments. (a) At any time On one or more occasions after the Closing Date, the Borrower may obtain, obtain Credit Agreement Refinancing Indebtedness from any Lenders Lender or any other bank, financial institution or other institutional lender or investor (each of which must be an Eligible Assignee) that agrees to provide such Credit Agreement Refinancing Indebtedness pursuant to a Refinancing Amendment in accordance with this Section 2.27 (each, an “Additional Lenders Refinancing Lender”) (provided, provided that (i) the Administrative Agent (andAgent, solely with respect to any Refinancing Amendment establishing any Revolving Credit Commitments, the Swing Line Lender and each Letter of Credit Issuer) Issuing Bank shall have consented (such consent not to be unreasonably withheld or delayed) to such Additional Lender’s or Additional Refinancing Lender’s making such Refinancing Term Loans or providing any such Refinancing Revolving Loan Commitments to the extent such consent consent, if any, would be required under Section 13.6(b9.04(b) for an assignment of Loans or Revolving Credit Commitments, as applicable, to such Lender or Additional Refinancing Lender; provided, further, that any (ii) an Affiliated Lender offered or approached to may provide all or a portion of the Refinancing Commitments may elect or decline, in its sole discretion, to provide a Refinancing Commitment), Credit Agreement Refinancing Indebtedness in respect of (a) all or any portion of the Term Loans then outstanding under this Agreement or (b) all or any portion of the Revolving Credit Loans (or unused Revolving Credit Commitments) under this Agreement, in the form of (x) Refinancing Term Loans or Refinancing Term Commitments only if Section 9.04(k) is complied with, but may not provide Refinancing Revolving Loan Commitments or (y) Refinancing Revolving Credit Loans and (iii) the Borrower and its Subsidiaries may not provide Refinancing Revolving Loan Commitments, Refinancing Revolving Loans, Refinancing Term Loans or Refinancing Revolving Credit Term Commitments, as the case may be), in each case pursuant to a Refinancing Amendment; provided that such the form of Refinancing Term Loans, Refinancing Term Loan Commitments, Refinancing Revolving Loan Commitments or Refinancing Revolving Loans, as applicable; provided that, notwithstanding anything to the contrary in this Section 2.27 or otherwise, (1) the borrowing and repayment (except for (A) payments of interest and fees at different rates on Refinancing Revolving Loan Commitments (and related outstandings), (B) repayments required upon the maturity date of any Revolving Loan Commitments and (C) repayments made in connection with a permanent repayment and termination of commitments (subject to clause 3 below)) of Refinancing Revolving Loans after obtaining any Refinancing Revolving Loan Commitments shall be made on a pro rata basis with all other Revolving Credit Commitments, (2) all Swing Line Loans and Letters of Credit shall be participated on a pro rata basis by all Revolving Lenders with Revolving Credit Commitments in accordance with their Pro Rata Percentage, (3) the permanent repayment of Refinancing Revolving Loans and termination of Refinancing Revolving Loan Commitments after the date of obtaining any Refinancing Revolving Loan Commitments shall be made on a pro rata basis with all other Revolving Loans and Revolving Credit Commitments, except that the Borrower shall be permitted to permanently repay and terminate commitments of any such Class (and prepay Revolving Loans of 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 (4) assignments and participations of Refinancing Revolving Loan Commitments and Refinancing Revolving Loans shall be governed by the same assignment and participation provisions applicable to Revolving Credit Commitments:Commitments and Revolving Credit Loans. (b) The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Sections 4.01(b) and (c) and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) will rank pari passu customary legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Closing Date other than changes to such legal opinion resulting from a change in right law, change in fact or change to counsel’s form of payment opinion reasonably satisfactory to the Administrative Agent and of security with the other Loans and Commitments hereunder; (ii) will have reaffirmation agreements and/or such pricing, premiums amendments to the Security Documents and optional prepayment terms filings as may be agreed reasonably requested by the Borrower Administrative Agent in order to ensure that such Credit Agreement Refinancing Indebtedness is provided with the benefit of the applicable Loan Documents. (c) Each incurrence of Credit Agreement Refinancing Indebtedness under Section 2.27(a) shall be in an aggregate principal amount that is (x) not less than $50,000,000 and (y) an integral multiple of $5,000,000 in excess thereof, unless otherwise agreed to by the Administrative Agent. (d) Each of the parties hereto hereby agrees that this Agreement and the other Loan Documents may be amended pursuant to a Refinancing Amendment, without the consent of any Lenders other than those that may be providing the Credit Agreement Refinancing Indebtedness, 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 (ii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.27, and the Lenders thereof;hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment. (e) This Section 2.27 shall supersede any provisions in Section 2.17, Section 2.18 or Section 9.08 to the contrary.

Refinancing Amendments. (a) At any time after the Closing Date, the Borrower may obtain, from any Lenders or any Additional Lenders (provided, that the Administrative Agent (and, solely with respect to any Refinancing Amendment establishing any Revolving Credit Commitments, each Letter of Credit Issuer) shall have consented to such Additional Lender’s providing any Refinancing Commitments to the extent such consent would be required under Section 13.6(b) for an assignment of Loans or Commitments, as applicable, to such Additional Lender; provided, further, that any Lender offered or approached to provide all or a portion of the Refinancing Commitments may elect or decline, in its sole discretion, to provide a Refinancing Commitment), obtain Credit Agreement Refinancing Indebtedness advanced hereunder in respect of (a) all or any portion of the Term Loans then outstanding under this Agreement or (b) all or any portion of and the Revolving Credit Loans (or unused Revolving Credit Commitments) of any Class then outstanding under this Agreement, in the form of (x) Refinancing one or more Classes of Other Term Loans, Other Term Commitments, Other Revolving Loans or Refinancing Term Loan Other Revolving Commitments or (y) Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments, as the case may be, in each case pursuant to a Refinancing Amendment; provided that, notwithstanding anything to the contrary in this Section 2.14 or otherwise, (1) the borrowing and repayment (except for (A) payments of interest and fees at different rates on Other Revolving Commitments (and related outstandings), (B) repayments required upon the maturity date of the Other Revolving Commitments and (C) repayment made in connection with a permanent repayment and termination of commitments (subject to clause (3) below)) of Loans with respect to Other Revolving Commitments after the date of obtaining any Other Revolving Commitments shall be made on a pro rata basis with all other Revolving Commitments, (2) the permanent repayment of Revolving Loans with respect to, and termination of, Other Revolving Commitments after the date of obtaining any Other Revolving Commitments shall be made on a pro rata basis with all other Revolving Commitments, except that the Borrower shall be permitted to permanently repay and terminate commitments of any such Class on a greater than pro rata basis as compared to any other Class with a later maturity date than such Class and (3) assignments and participations of Other Revolving Commitments and Other Revolving Loans shall be governed by the same assignment and participation provisions applicable to the existing Revolving Commitments and Revolving Loans. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02, and to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of legal 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 Closing Date. No Lender shall have any obligation to participate in any Refinancing Amendment. Each issuance of Credit Agreement Refinancing Indebtedness under this Section 2.14(a) shall be in an aggregate principal amount that is (x) not less than $5,000,000 and (y) an integral multiple of $1,000,000 in excess thereof. (b) The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as a Class of Other Term Loans, Refinancing Other Revolving Loans, Other Term Loan Commitments and Other Revolving Commitments, as applicable). Any Refinancing Revolving Credit Loans Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and Refinancing Revolving Credit Commitments: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 2.14. (ic) will rank pari passu in right of payment and of security with the other The Loans and Commitments hereunder;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. (iid) 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 have 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 pricing, premiums Refinancing Amendment (and optional prepayment terms 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 agreed 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 Borrower 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 Lenders thereof;terms of such Revolving Loans and participation interests (including, without limitation, the interest rate and maturity applicable thereto) shall be adjusted accordingly. (e) This Section shall supersede any provisions in Section 2.12, Section 11.01 or Section 11.08 to the contrary.

Refinancing Amendments. (a1) At any time after the Closing Date, the Borrower may obtain, from any Lenders Lender or any Additional Lenders Lender (provided, it being understood that the Administrative Agent (and, solely with respect to any Refinancing Amendment establishing any Revolving Credit Commitments, each Letter of Credit Issuer) shall have consented to such Additional Lender’s providing any Refinancing Commitments to the extent such consent would be required under Section 13.6(b) for an assignment of Loans or Commitments, as applicable, to such Additional Lender; provided, further, that any Lender offered or approached to provide all or a portion of the Refinancing Commitments may elect or decline, in its sole discretion, to provide a Refinancing Commitment), Credit Agreement Refinancing Indebtedness in respect of (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 Loans provided by Affiliated Lenders shall be subject to the limitations set forth in Section 10.07(8)), Other Loans to refinance all or any portion of the Term applicable Class or Classes of Loans then outstanding under this Agreement or (b) all or any portion of the Revolving Credit Loans (or unused Revolving Credit which will be made pursuant to Other Term Loan Commitments) under this Agreement, in the form case of (x) Refinancing Other Term Loans or Refinancing Term Loan Commitments or (y) Refinancing Loans, and pursuant to Other Revolving Credit Loans or Refinancing Revolving Credit Commitments, as in the case may beof Other Revolving Loans, in each case pursuant to a Refinancing Amendment; provided that such Refinancing Term Loans, Refinancing Term Loan Commitments, Refinancing Revolving Credit Other Loans and Refinancing Other Revolving Credit Commitments: Commitments (i) will shall rank pari passu 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)(I) shall have such pricinginterest rates (including through fixed interest rates), premiums 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/or (II) may provide for additional fees and/or premiums payable to the Lenders providing such Other Loans in addition to any of the items contemplated by the preceding clause (I), in each case, to the extent provided in the applicable Refinancing Amendment, (vi) may have optional prepayment terms (including call protection and prepayment terms and premiums) as may be agreed between the Borrower and the Lenders thereof;, (vii) at the time of incurrence thereof, will have a final maturity date no earlier than the Term Loans or Revolving Commitments being refinanced and, in the case of Other Term Loans, will have a Weighted Average Life to Maturity equal to or greater than the then-remaining Weighted Average Life to Maturity of the Term Loans being refinanced and (viii) will have such other terms and conditions (other than as provided in foregoing clauses (ii) through (vii)) that either, at the option of the Borrower, (I) 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), (II) 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 (II), 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 or the 2020 Incremental Term Loans, such Previously Absent Financial Maintenance Covenant shall be included for the benefit of the Closing Date Term Loans and/or the 2020 Incremental 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 (III) such terms as are reasonably satisfactory to the Administrative Agent (or in the case of the Priority Revolving Facility, the Priority Revolving Agent and, solely to the extent that such terms, provisions and documentation with respect to the Priority Revolving Facility would require consent of any Class of Lenders other than the Priority Revolving Lenders under Section 10.01, 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 and the 2020 Incremental Term Loans or (B) the lenders under Other Revolving Commitments, no consent shall be required from the Priority Revolving Agent (or the Administrative Agent unless, in the case of the Administrative Agent, the addition of such term or provision (or the provision of the features thereof) to the Priority Revolving Facility would require the consent of any Class of Lenders other than the Priority Revolving Lenders under Section 10.01, in which case the consent of the Administrative 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 Administrative Agent (and in the case of the Priority Revolving Facility, the Priority Revolving Agent), deliver customary reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent (and in the case of the Priority Revolving Facility, the Priority Revolving Agent) in order to ensure that such Other Loans or Other Revolving Commitments are provided with the benefit of the applicable Loan Documents. (2) Each Class of Other Commitments and Other Loans incurred under this Section 2.15 shall be in an aggregate principal amount that is not less than $5.0 million. The Administrative Agent (or in the case of the Priority Revolving Facility, the Priority Revolving 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 Other Commitments and Other Loans incurred pursuant thereto (including any amendments necessary to treat the Other Loans and/or Other 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 Administrative Agent (or in the case of the Priority Revolving Facility, the Priority Revolving Agent and, solely to the extent that such terms, provisions and documentation with respect to the Priority Revolving Facility would require consent of any Class of Lenders other than the Priority Revolving Lenders under Section 10.01, the Administrative Agent) and the Borrower, to effect the provisions of this Section 2.15.

Refinancing Amendments. (a) At any time after the Closing Date, the a. Borrower may obtain, from any Lenders Lender or any other bank, financial institution or other institutional lender or investor that agrees to provide any portion of Refinancing Term Loans or Refinancing Term Commitments pursuant to a Refinancing Amendment in accordance with this Section 2.21 (each, an “Additional Lenders Refinancing Lender”) (provided, provided that the Administrative Agent (and, solely with respect to any Refinancing Amendment establishing any Revolving Credit Commitments, each Letter of Credit Issuer) shall have consented to such Additional Lender’s providing any or Additional Refinancing Commitments Lender’s making such Refinancing Term Loans, to the extent such consent consent, if any, would be required under Section 13.6(b10.04(b) for an assignment of Term Loans or Commitments, as applicable, to such Lender or Additional Refinancing Lender; provided, further, that any Lender offered or approached to provide all or a portion of the Refinancing Commitments may elect or decline, in its sole discretion, to provide a Refinancing Commitment), Credit Agreement Refinancing Indebtedness in respect of (a) all or any portion of the any Class of Term Loans then outstanding under this Agreement or (bwhich for purposes of this clause (a) all or will be deemed to include any portion of the Revolving Credit then outstanding Refinancing Term Loans (or unused Revolving Credit Commitments) under this Agreementand/or Incremental Term Loans), in the form of (x) Refinancing Term Loans or Refinancing Term Loan Commitments or (y) Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments, as the case may be, in each case case, pursuant to a Refinancing Amendment; provided that such . b. The effectiveness of any Refinancing Term LoansAmendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 and, Refinancing Term Loan Commitmentsto the extent reasonably requested by the Administrative Agent, Refinancing Revolving Credit Loans and Refinancing Revolving Credit Commitments: receipt by the Administrative Agent of (i) will rank pari passu customary legal opinions, board resolutions and officers’ certificates substantially consistent with those delivered on the Closing Date and (ii) reaffirmation agreements and/or such amendments to the Security Documents as may be reasonably requested by the Administrative Agent in right of payment and of security order to ensure that such Credit Agreement Refinancing Indebtedness is provided with the benefit of the applicable Loan Documents. c. Each Class of Credit Agreement Refinancing Indebtedness incurred under this Section 2.21 shall be in an aggregate principal amount that is not less than $10,000,000 and in the case of Refinancing Term Loans an integral multiple of $1,000,000 in excess thereof. d. Each of the parties hereto hereby agrees that this Agreement and the other Loan Documents may be amended pursuant to a Refinancing Amendment, without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments hereunder; subject thereto as Refinancing Term Loans and/or Refinancing Term Commitments) and (ii) will have effect such pricing, premiums other amendments to this Agreement and optional prepayment terms the other Loan Documents as may be agreed by necessary or appropriate, in the Borrower reasonable opinion of the Administrative Agent and Borrower, to effect the provisions of this Section 2.21, and the Required Lenders thereof;hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment. e. This Section 2.21 shall supersede any provisions in Section 2.14 or Section 10.02 to the contrary; provided that, notwithstanding the foregoing, the provisions of Section 10.02(b)(xii) shall continue to inure to the benefit of the Agents and no provision of any Refinancing Amendment may affect any rights or obligations of any Agent without the consents that would be required thereby with respect to any amendment, to the rights of such Agent. No Lender shall be under any obligation to provide any Refinancing Term Commitment unless such Lender executes a Refinancing Amendment (which such Lender may decline to execute in its sole discretion).

Refinancing Amendments. (a) At any time On one or more occasions after the Closing Date, the Borrower Borrowers may obtain, from any Lenders Lender or any other bank, financial institution or other institutional lender or investor that agrees to provide any portion of Refinancing Term Loans or Other Revolving Credit Commitments pursuant to a Refinancing Amendment in accordance with this Section 2.15 (each, an “Additional Lenders Refinancing Lender”) (provided, provided that the Administrative Agent (and, i) solely with respect to any Refinancing Amendment establishing any Other Revolving Credit Commitments, the Administrative Agent, each Letter of Credit Swing Line Lender and each L/C Issuer) , if applicable, shall have consented (not to be unreasonably withheld or delayed) to such Lender’s or Additional Refinancing Lender’s providing any Refinancing such Other Revolving Credit Commitments to the extent such consent consent, if any, would be required under Section 13.6(b10.07(b) for an assignment of Loans or Commitments, as applicable, Revolving Credit Commitments to such Lender or Additional Refinancing Lender; provided, further(ii) with respect to Refinancing Term Loans, that any Affiliated Lender offered 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 approached assignment to such Affiliated Lender of Term Loans and (iii) Affiliated Lenders may not provide all or a portion of the Refinancing Commitments may elect or decline, in its sole discretion, to provide a Refinancing CommitmentOther Revolving Credit Commitments), Credit Agreement Refinancing Indebtedness in respect of (a) all or any portion of any Class, as selected by the Lead Borrower in its sole discretion, of Term Loans then outstanding under this Agreement or (b) all or any portion of the Revolving Credit Loans (or unused Revolving Credit CommitmentsCommitments in respect thereof) then outstanding under this Agreement, in the form of (x) Refinancing Term Loans or Loans, Refinancing Term Loan Commitments or (y) Refinancing Revolving Credit Loans or Refinancing Commitments, Other Revolving Credit Commitments, as the case may be, in each case or Other Revolving Credit Loans pursuant to a Refinancing Amendment; provided that such Refinancing Term Loansnotwithstanding anything to the contrary in this Section 2.15 or otherwise, Refinancing Term Loan (1) 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 (3) 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, Refinancing (2) subject to the provisions of Section 2.03(n) and Section 2.04(g) to the extent dealing with Swing Line Loans and Letters of Credit which mature or expire after a maturity date when there exist Other Revolving Credit Commitments with a longer maturity date, all Swing Line Loans and Letters of Credit shall be participated on a pro rata basis by all Lenders with Commitments in accordance with their percentage of the Commitments in respect of Revolving Credit Loans (and Refinancing except as provided in Section 2.03(n) and Section 2.04(g), without giving effect to changes thereto on an earlier maturity date with respect to Swing Line Loans and Letters of Credit theretofore incurred or issued), (3) the permanent repayment of Revolving Credit Commitments: 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 Commitments in respect of Revolving Credit Loans, 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 (i4) will rank pari passu in right assignments and participations of payment Other Revolving Credit Commitments and of security with the other Other Revolving Credit Loans and Commitments hereunder; (ii) will have such pricing, premiums and optional prepayment terms as may shall be agreed governed by the Borrower same assignment and the Lenders thereof;participation provisions applicable to Revolving Credit Commitments and Revolving Credit Loans.

Refinancing Amendments. (a) At any time On one or more occasions after the Closing Date, the Borrower may obtain, from any Lenders Lender or any Additional Lenders (providedother bank, financial institution or other institutional lender or investor that the Administrative Agent (and, solely with respect to any Refinancing Amendment establishing any Revolving Credit Commitments, each Letter of Credit Issuer) shall have consented to such Additional Lender’s providing any Refinancing Commitments to the extent such consent would be required under Section 13.6(b) for an assignment of Loans or Commitments, as applicable, to such Additional Lender; provided, further, that any Lender offered or approached agrees to provide all or a portion of the Refinancing Commitments may elect or decline, in its sole discretion, to provide a Refinancing Commitment), Credit Agreement Refinancing Indebtedness in respect of (a) all or any portion of the Term Loans then outstanding under this Agreement or (b) all or any portion of the Revolving Credit Loans (or unused Revolving Credit Commitments) under this Agreement, in the form of (x) Refinancing Term Loans or Refinancing Term Loan Commitments or (y) Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments, as the case may be, in each case pursuant to a Refinancing Amendment; provided that such Refinancing Term Loans, Refinancing Term Loan Commitments, Other Revolving Credit Loans and/or Other Revolving Credit Commitments pursuant to a Refinancing Amendment in accordance with this Section 2.15 (each, an “Additional Refinancing Lender”) (provided that (i) the Administrative Agent, each Swing Line Lender and each L/C Issuer shall have consented (not to be unreasonably withheld or delayed) to such Lender’s or Additional Refinancing Lender’s making such Refinancing Term Loans or providing such Other Revolving Credit Commitments to the extent such consent, if any, would be required under Section 10.07(b) for an assignment of Loans or Revolving Credit Commitments, as applicable, to such Lender or Additional Refinancing Lender, (ii) with respect to Refinancing Term Loans, any Affiliated Lender providing any 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 and (iii) Affiliated Lenders may not provide Other Revolving Credit Commitments or Other Revolving Credit Loans); provided that notwithstanding anything to the contrary in this Section 2.15 or otherwise, (1) the borrowing and repayment (except for (A) payments of interest and fees at different rates on Other Revolving 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 (3) 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, (2) subject to the provisions of Section 2.03(n) and 2.04(g) to the extent dealing with Swing Line Loans and Letters of Credit which mature or expire after a maturity date when there exist Other Revolving Credit Commitments with a longer maturity date, all Swing Line Loans and Letters of Credit shall be participated on a pro rata basis by all Lenders with Commitments in accordance with their percentage of the Revolving Credit Commitments (and except as provided in Section 2.03(n) and Section 2.04(g), without giving effect to changes thereto on an earlier maturity date with respect to Swing Line Loans and Letters of Credit theretofore incurred or issued), (3) 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 Borrower shall be permitted to permanently repay and terminate commitments of any such Class on a better than a pro rata basis as compared to any other Class with a later maturity date than such Class and (4) 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 and (iv) the Refinancing Term Loans may participate on a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments of Term Loans hereunder, as specified in the applicable Refinancing Amendment. (b) The terms, provisions and documentation of the Refinancing Term Loans, Refinancing Term Commitments, Other Revolving Credit Commitments:, or Other Revolving Credit Loans, as the case may be, of any Class shall be subject to the limitations set forth in the definition of “Credit Agreement Refinancing Indebtedness”. (ic) will rank pari passu The effectiveness of any Refinancing Amendment shall be subject to receipt by the Administrative Agent and, if applicable, the relevant L/C Issuer or the Swing Line Lender, of a Request for Credit Extension in right of payment and of security accordance with the other Loans and Commitments hereunder; (ii) will have such pricingrequirements hereof and, premiums and optional prepayment terms as may be agreed to the extent reasonably requested by the Borrower and Administrative Agent, receipt by the Lenders thereof;Administrative Agent of

Refinancing Amendments. (a) At any time On one or more occasions after the Closing Date, the Borrower Company may obtain, from any Lenders Lender or any other bank, financial institution or other institutional lender or investor that agrees to provide any portion of Refinancing Term Loans or Other Revolving Credit Commitments constituting Credit Agreement Refinancing Indebtedness pursuant to a Refinancing Amendment in accordance with this Section 2.15 (each, an “Additional Lenders Refinancing Lender”) (provided, provided that the Administrative Agent (and, solely with respect to any Refinancing Amendment establishing any Revolving Credit Commitments, each Letter of Credit Issuer) shall have consented (not to be unreasonably withheld or delayed) to such Additional Lender’s or Additional Refinancing Lender’s making such Refinancing Term Loans or providing any Refinancing such Other Revolving Credit Commitments to the extent such consent consent, if any, would be required under Section 13.6(b10.07(b) for an assignment of Loans or Revolving Credit Commitments, as applicable, to such Lender or Additional Refinancing Lender; providedprovided that notwithstanding anything to the contrary in this Section 2.15 or otherwise, further(1) the borrowing and repayment (except for (A) payments of interest and fees at different rates on Other Revolving Credit Commitments (and related outstandings), that any Lender offered or approached to provide all or a portion (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 (3) 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, (2) 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 Company shall be permitted to permanently repay and terminate commitments of any such Class on a better than a pro rata basis as compared to any other Class with a later maturity date than such Class and (3) assignments and participations of Other Revolving 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. (b) The effectiveness of any Refinancing Commitments may elect or decline, Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in its sole discretionSection 4.02 and, to provide the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) customary legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Closing Date other than changes to such legal opinion resulting from a Refinancing Commitment)change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Credit Agreement Refinancing Indebtedness in respect of (a) all or any portion is provided with the benefit of the Term Loans then outstanding applicable Loan Documents. (c) Each issuance of Credit Agreement Refinancing Indebtedness under this Agreement or (bSection 2.15(a) all or any portion of the Revolving Credit Loans (or unused Revolving Credit Commitments) under this Agreement, shall be in the form of an aggregate principal amount that is (x) Refinancing Term Loans or Refinancing Term Loan Commitments or not less than $10,000,000 and (y) Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments, as an integral multiple of $1,000,000 in excess thereof. (d) Each of the case parties hereto hereby agrees that this Agreement and the other Loan Documents may be, in each case be amended pursuant to a Refinancing Amendment; provided that such Refinancing Term Loans, Refinancing Term Loan Commitmentswithout the consent of any other Lenders, Refinancing Revolving Credit Loans and Refinancing Revolving Credit Commitments: to the extent (but only to the extent) necessary to (i) will rank pari passu in right reflect the existence and terms of payment the Credit Agreement Refinancing Indebtedness incurred pursuant thereto and of security with the other Loans and Commitments hereunder; (ii) will have make such pricing, premiums other changes to this Agreement and optional prepayment terms the other Loan Documents consistent with the provisions and intent of the third paragraph of Section 10.01 (without the consent of the Required Lenders called for therein) and (iii) effect such other amendments to this Agreement and the other Loan Documents as may be agreed by necessary or appropriate, in the Borrower reasonable opinion of the Administrative Agent and the Company, to effect the provisions of this Section 2.15, and the Required Lenders thereof;hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment.

Refinancing Amendments. (a) At any time after the Closing Date, the Borrower may obtain, from any Lenders Lender or any other bank, financial institution or other lender or investor that agrees to provide any portion of Refinancing Term Loans or Refinancing Revolving Credit Commitments pursuant to a Refinancing Amendment in accordance with this Section 2.26 (each, an “Additional Lenders Refinancing Lender”) (provided, provided that the Administrative Agent (and, solely with respect to any Refinancing Amendment establishing any Revolving Credit Commitments, each Letter of Credit Issuer) the Administrative Agent and the Issuing Lender, if applicable, shall have consented (such consent not to be unreasonably withheld, conditioned or delayed) to such Additional Refinancing Lender’s providing any such Refinancing Revolving Credit Commitments to the extent such consent consent, if any, would be required under Section 13.6(b10.6(b) for an assignment of Loans or Commitments, as applicable, Revolving Credit Commitments to such Additional Refinancing Lender; provided, further, that any Lender offered or approached to provide all or a portion of the Refinancing Commitments may elect or decline, in its sole discretion, to provide a Refinancing Commitment), Credit Agreement Refinancing Indebtedness under this Agreement in respect of (a) all or any portion of any Class, as selected by the Borrower, of Incremental Term Loans then outstanding under this Agreement or (b) all or any portion of the Revolving Credit Loans (or unused Revolving Credit CommitmentsCommitments in respect thereof) then outstanding under this Agreement, in the form of (x) Refinancing Term Loans or Commitments, Refinancing Term Loan Commitments or (y) Refinancing Revolving Credit Loans or Loans, Refinancing Revolving Credit Commitments, as the case may be, in each case or Refinancing Revolving Credit Loans pursuant to a Refinancing Amendment; provided that such that, notwithstanding anything to the contrary in this Section 2.26 or otherwise, (1) the borrowing and repayment (except for (A) payments of interest and fees at different rates on Refinancing Term LoansRevolving Credit Commitments (and related outstandings), (B) repayments required upon the maturity date of the Refinancing Term Loan Revolving Credit 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 Refinancing Revolving Credit Commitments after the date of obtaining any Refinancing Revolving Credit Commitments shall be made on a pro rata basis with all other Revolving Credit Commitments, (2) subject to the provisions of Section 3.10, to the extent dealing with Letters of Credit which mature or expire after a maturity date when there exist Refinancing Revolving Credit Commitments with a longer maturity date, all Letters of Credit shall be participated on a pro rata basis by all Lenders with Commitments in accordance with their percentage of the Commitments in respect of Revolving Credit Loans (and except as provided in Section 3.10, without giving effect to changes thereto on an earlier maturity date with respect to Letters of Credit theretofore incurred or issued), (3) the permanent repayment of Revolving Credit Loans with respect to, and termination of, Refinancing Revolving Credit Loans Commitments after the date of obtaining any Refinancing Revolving Credit Commitments shall be made on a pro rata basis with all other Commitments in respect of Revolving Credit Loans, except that the Borrower shall be permitted to permanently repay and terminate commitments of any such Class on a better than a pro rata basis as compared to any other Class with a later maturity date than such Class, (4) assignments and participations of Refinancing Revolving Credit Commitments and Refinancing Revolving Credit Commitments:Loans shall be governed by the same assignment and participation provisions applicable to Revolving Credit Commitments and Revolving Credit Loans and (5) any Refinancing Term Loans meet the Permitted Other Debt Conditions. (b) The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 5.2 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) will rank pari passu customary legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Closing Date other than changes to such legal opinion resulting from a change in right law, change in fact or change to counsel’s form of payment opinion reasonably satisfactory to the Administrative Agent and of security with the other Loans and Commitments hereunder; (ii) will have reaffirmation agreements and/or such pricing, premiums and optional prepayment terms amendments to the Security Documents as may be agreed reasonably requested by the Borrower Administrative Agent in order to ensure that such Credit Agreement Refinancing Indebtedness is provided with the benefit of the applicable Loan Documents. (c) Each issuance of Credit Agreement Refinancing Indebtedness under Section 2.26(a) shall be in an aggregate principal amount that is not less than $30,000,000 (or such lesser amount as may be approved by the Administrative Agent). (d) Each of the parties hereto hereby agrees that this Agreement and the other Loan Documents may be amended pursuant to a Refinancing Amendment, without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto and (ii) make such other changes to this Agreement and the other Loan Documents and (iii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.26, and the Required Lenders thereof;hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment. (e) This Section 2.26 shall supersede any provisions in Section 10.1 to the contrary.

Refinancing Amendments. (a) At any time On one or more occasions after the Closing Date, the Borrower BorrowerCompany may obtain, from any Lenders Lender or any other bank, financial institution or other institutional lender or investor that agrees to provide any portion of Refinancing Term Loans or Other Revolving Credit Commitments constituting Credit Agreement Refinancing Indebtedness pursuant to a Refinancing Amendment in accordance with this Section 2.15 (each, an “Additional Lenders Refinancing Lender”) (provided, provided that the Administrative Agent (and, solely with respect to any Refinancing Amendment establishing any Revolving Credit CommitmentsAgent, each Letter of Credit Issuer) Swing Line Lender and each L/C Issuer shall have consented (not to be unreasonably withheld or delayed) to such Additional Lender’s or Additional Refinancing Lender’s making such Refinancing Term Loans or providing any Refinancing such Other Revolving Credit Commitments to the extent such consent consent, if any, would be required under Section 13.6(b10.07(b) for an assignment of Loans or Revolving Credit Commitments, as applicable, to such Lender or Additional Refinancing Lender; providedprovided that notwithstanding anything to the contrary in this Section 2.15 or otherwise, further(1) the borrowing and repayment (except for (A) payments of interest and fees at different rates on Other Revolving Credit Commitments (and related outstandings), that any Lender offered or approached to provide all or a portion (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 (3) 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, (2) subject to the provisions of Section 2.03(n) and 2.04(g) to the extent dealing with Swing Line Loans and Letters of Credit which mature or expire after a maturity date when there exist Other Revolving Credit Commitments with a longer maturity date, all Swing Line Loans and Letters of Credit shall be participated on a pro rata basis by all Lenders with Commitments in accordance with their percentage of the Revolving Credit Commitments (and except as provided in Section 2.03(n) and Section 2.04(g), without giving effect to changes thereto on an earlier maturity date with respect to Swing Line Loans and Letters of Credit theretofore incurred or issued), (3) 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 BorrowerCompany 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 (4) 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. (b) The effectiveness of any Refinancing Commitments may elect or decline, Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in its sole discretionSection 4.02 and, to provide the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) customary legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Closing Date other than changes to such legal opinion resulting from a Refinancing Commitment)change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Credit Agreement Refinancing Indebtedness in respect of (a) all or any portion is provided with the benefit of the Term Loans then outstanding applicable Loan Documents. (c) Each issuance of Credit Agreement Refinancing Indebtedness under this Agreement or (bSection 2.15(a) all or any portion of the Revolving Credit Loans (or unused Revolving Credit Commitments) under this Agreement, shall be in the form of an aggregate principal amount that is (x) Refinancing Term Loans or Refinancing Term Loan Commitments or not less than $10,000,000 and (y) Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments, as an integral multiple of $1,000,000 in excess thereof. (d) Each of the case parties hereto hereby agrees that this Agreement and the other Loan Documents may be, in each case be amended pursuant to a Refinancing Amendment; provided that such Refinancing Term Loans, Refinancing Term Loan Commitmentswithout the consent of any other Lenders, Refinancing Revolving Credit Loans and Refinancing Revolving Credit Commitments: to the extent (but only to the extent) necessary to (i) will rank pari passu in right reflect the existence and terms of payment the Credit Agreement Refinancing Indebtedness incurred pursuant thereto and of security with the other Loans and Commitments hereunder; (ii) will have make such pricing, premiums other changes to this Agreement and optional prepayment terms the other Loan Documents consistent with the provisions and intent of the third paragraph of Section 10.01 (without the consent of the Required Lenders called for therein) and (iii) effect such other amendments to this Agreement and the other Loan Documents as may be agreed by necessary or appropriate, in the Borrower reasonable opinion of the Administrative Agent and the BorrowerCompany, to effect the provisions of this Section 2.15, and the Required Lenders thereof;hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment.

Refinancing Amendments. (a) At any time On one or more occasions after the Closing Date, the Borrower may obtain, from any Lenders 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 2.13 (each, an “Additional Lenders Refinancing Lender”) (provided, that provided that (i) the Administrative Agent (and, solely with respect to any Refinancing Amendment establishing any Revolving Credit Commitments, each Letter of Credit Issuer) shall have consented (not to be unreasonably withheld or delayed) to such Additional Lender’s providing any or Additional Refinancing Commitments Lender’s making such Refinancing Term Loans to the extent such consent consent, if any, would be required under Section 13.6(b10.07(b) for an assignment of Loans or Commitments, as applicable, to such Lender or Additional Refinancing Lender; provided, further, that (ii) any Affiliated Lender offered providing any Refinancing Term Loans shall be subject to the same restrictions set forth in Section 10.07(k) as they would otherwise be subject to with respect to any purchase by or approached assignment to provide all or a portion such Affiliated Lender of the Refinancing Commitments may elect or decline, in its sole discretion, to provide a Refinancing CommitmentTerm Loans), Credit Agreement Refinancing Indebtedness in respect of (a) all or any portion of the any Class of Term Loans then outstanding under this Agreement or (b) all or any portion of the Revolving Credit Loans (or unused Revolving Credit Commitments) under this Agreement, in the form of (x) Refinancing Term Loans or Refinancing Term Loan Commitments pursuant to a Refinancing Amendment; provided that notwithstanding anything to the contrary in this Section 2.13 or otherwise, the Refinancing Term Loans may participate on a pro rata basis or less than pro rata basis (ybut not on a greater than pro rata basis) in any voluntary or mandatory prepayments of Term Loans hereunder, as specified in the applicable Refinancing Revolving Credit Amendment. (b) The terms, provisions and documentation of the Refinancing Term Loans or Refinancing Revolving Credit Term Commitments, as the case may be, of any Class shall be subject to the limitations set forth in the definition of “Credit Agreement Refinancing Indebtedness”. (c) The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each case of the conditions set forth in Section 4.02 and, to the extent reasonably requested by the Administrative Agent or the Required Lenders, receipt by the Administrative Agent of (i) customary legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Closing Date, other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and the Required Lenders, and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent or the Required Lenders in order to ensure that such Credit Agreement Refinancing Indebtedness is provided with the benefit of the applicable Loan Documents. (d) Each issuance of Refinancing Term Loans under Section 2.13(a) shall be in an aggregate principal amount that is (x) not less than $25,000,000 and (y) an integral multiple of $1,000,000 in excess thereof. (e) Each of the parties hereto hereby agrees that this Agreement and the other Loan Documents may be amended pursuant to a Refinancing Amendment; provided that such Refinancing Term Loans, Refinancing Term Loan Commitmentswithout the consent of any other Lenders, Refinancing Revolving Credit Loans and Refinancing Revolving Credit Commitments: to the extent (but only to the extent) necessary to (i) will rank pari passu in right reflect the existence and terms of payment the Credit Agreement Refinancing Indebtedness incurred pursuant thereto and of security with the other Loans and Commitments hereunder; (ii) will have make such pricing, premiums other changes to this Agreement and optional prepayment terms the other Loan Documents consistent with the provisions and intent of the third paragraph of Section 10.01 (without the consent of the Required Lenders called for therein) and (iii) effect such other amendments to this Agreement and the other Loan Documents as may be agreed by necessary or appropriate, in the Borrower reasonable opinion of the Administrative Agent, the Required Lenders and the Borrower, to effect the provisions of this Section 2.13, and the Required Lenders thereof;hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment.

Refinancing Amendments. (a) At any time after the Closing Date, the Borrower may obtain, from any Lenders or any Additional Lenders (provided, that the Administrative Agent (and, solely with respect to any Refinancing Amendment establishing any Revolving Credit Commitments, each Letter of Credit Issuer) shall have consented to such Additional Lender’s providing any Refinancing Commitments to the extent such consent would be required under Section 13.6(b) for an assignment of Loans or Commitments, as applicable, to such Additional Lender; provided, further, that any Lender offered or approached to provide all or a portion of the Refinancing Commitments may elect or decline, in its sole discretion, to provide a Refinancing Commitment), obtain Credit Agreement Refinancing Indebtedness advanced hereunder in respect of (a) all or any portion of the Term Loans then outstanding under this Agreement or (b) all or any portion of and the Revolving Credit Loans (or unused Revolving Credit Commitments) of any Class then outstanding under this Agreement, in the form of (x) Refinancing one or more Classes of Other Term Loans, Other Term Commitments, Other Revolving Loans or Refinancing Term Loan Other Revolving Commitments or (y) Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments, as the case may be, in each case pursuant to a Refinancing Amendment; provided that, notwithstanding anything to the contrary in this Section 2.14 or otherwise, (1) the borrowing and repayment (except for (A) payments of interest and fees at different rates on Other Revolving Commitments (and related outstandings), (B) repayments required upon the maturity date of the Other Revolving Commitments and (C) repayment made in connection with a permanent repayment and termination of commitments (subject to clause (3) below)) of Loans with respect to Other Revolving Commitments after the date of obtaining any Other Revolving Commitments shall be made on a pro rata basis with all other Revolving Commitments, (2) the permanent repayment of Revolving Loans with respect to, and termination of, Other Revolving Commitments after the date of obtaining any Other Revolving Commitments shall be made on a pro rata basis with all other Revolving Commitments, except that the Borrower shall be permitted to permanently repay and terminate commitments of any such Class on a greater than pro rata basis as compared to any other Class with a later maturity date than such Class and (3) assignments and participations of Other Revolving Commitments and Other Revolving Loans shall be governed by the same assignment and participation provisions applicable to the existing Revolving Commitments and Revolving Loans. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02, and to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of legal 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 Closing Date. No Lender shall have any obligation to participate in any Refinancing Amendment; provided . Each issuance of Credit Agreement Refinancing Indebtedness under this Section 2.14(a) shall be in an aggregate principal amount that such is (x) not less than $5,000,000 and (y) an integral multiple of $1,000,000 in excess thereof. (b) The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as a Class of Other Term Loans, Refinancing Other Revolving Loans, Other Term Loan Commitments and Other Revolving Commitments, as applicable). Any Refinancing Revolving Credit Loans Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and Refinancing Revolving Credit Commitments: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 2.14. (ic) will rank pari passu in right of payment and of security with the other The Loans and Commitments hereunder;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. (iid) 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 have 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 pricing, premiums Refinancing Amendment (and optional prepayment terms 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 agreed 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 Borrower 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 Lenders thereof;terms of such Revolving Loans and participation interests (including, without limitation, the interest rate and maturity applicable thereto) shall be adjusted accordingly. (e) This Section shall supersede any provisions in Section 2.12, Section 11.01 or Section 11.08 to the contrary.

Refinancing Amendments. (a) At any time after the Closing Date, the Borrower may obtain, from any Lenders or any Additional Lenders (provided, that the Administrative Agent (and, solely with respect to any Refinancing Amendment establishing any Revolving Credit Commitments, each Letter of Credit Issuer) shall have consented to such Additional Lender’s providing any Refinancing Commitments to the extent such consent would be required under Section 13.6(b) for an assignment of Loans or Commitments, as applicable, to such Additional Lender; provided, further, that any Lender offered or approached to provide all or a portion of the Refinancing Commitments may elect or decline, in its sole discretion, to provide a Refinancing Commitment), obtain Credit Agreement Refinancing Indebtedness in respect of (a) all or any portion of the Term Loans and the Revolving Loans (or unused Revolving Commitments) 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 Other Revolving Credit Loans (or unused Revolving Credit Commitments) under this AgreementLoans), in the form of (x) Refinancing Other Term Loans, Other Term Loan Commitments, Other Revolving Loans or Refinancing Term Loan Other Revolving Commitments or (y) Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments, as the case may be, in each case pursuant to a Refinancing Amendment; provided that, notwithstanding anything to the contrary in this Section 2.15 or otherwise, (1) the borrowing and repayment (except for (A) payments of interest and fees at different rates on Other Revolving Commitments (and related outstanding), (B) repayments required upon the maturity date of the Other Revolving Commitments or any other Tranche of Revolving Commitments and (C) repayment made in connection with a permanent repayment and termination of commitments (subject to clause (2) 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 (subject to clauses (2) and (3) below), (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 Borrower shall be permitted to permanently repay and terminate commitments of any Class with an earlier maturity date on a better than a pro rata basis as compared to any other Class with a later maturity date than such Class and (3) assignments and participations of Other Revolving Commitments and Other Revolving Loans shall be governed by the same assignment and participation provisions applicable to other Revolving Commitments and Revolving Loans. Each issuance of Credit Agreement Refinancing Indebtedness under this Section 2.15(a) shall be in an aggregate principal amount that is (x) not less than $5.0 million and (y) an integral multiple of $1.0 million in excess thereof. (b) The effectiveness of any such Credit Agreement Refinancing Indebtedness shall subject to the consent required pursuant to Section 2.15(d), be subject solely to the satisfaction of the following conditions to the reasonable satisfaction of Administrative Agent: (i) any Credit Agreement Refinancing Indebtedness in respect of Revolving Commitments or Other Revolving Commitments will have a maturity date that is not prior to the maturity date of the Revolving Loans (or unused Revolving Commitments) being refinanced; (ii) any Credit Agreement Refinancing Indebtedness in respect of Term Loans will have a maturity date that is not prior to the maturity date of, and a Weighted Average Life to Maturity that is not shorter than the Weighted Average Life to Maturity of, the Term Loans being refinanced (determined without giving effect to the impact of prepayments on amortization of Term Loans being refinanced); (iii) the aggregate principal amount of any Credit Agreement Refinancing Indebtedness shall not exceed the principal amount so refinanced, plus, accrued interest, plus, any premium or other payment required to be paid in connection with such refinancing, plus, the amount of reasonable and customary fees and expenses of Borrower or any of its Restricted Subsidiaries incurred in connection with such refinancing, plus, any unutilized commitments thereunder; (iv) to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent and the Lenders of customary legal opinions and other documents; (v) to the extent reasonably requested by the Administrative Agent, execution of amendments to the Mortgages by the applicable Credit Parties and Collateral Agent, in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent; (vi) to the extent reasonably requested by the Administrative Agent, delivery to the Administrative Agent of title insurance endorsements reasonably satisfactory to the Administrative Agent; and (vii) execution of a Refinancing Amendment by the Credit Parties, Administrative Agent and Lenders providing such Credit Agreement Refinancing Indebtedness. (c) The Loans and Commitments established pursuant to this Section 2.15 shall constitute Loans and Commitments under, and shall be entitled to all the benefits afforded by, this Agreement and the other Credit Documents, and shall, without limiting the foregoing, benefit equally and ratably from the Guarantees and security interests created by the Security Documents. The Credit Parties shall take any actions reasonably required by Administrative Agent to ensure and/or demonstrate that the Lien and security interests granted by the Security (d) Upon the effectiveness of any Refinancing Amendment pursuant to this Section 2.15, any Person providing the corresponding Credit Agreement Refinancing Indebtedness that was not a Lender hereunder immediately prior to such time shall, subject to consent of each L/C Lender in the case of Other Revolving Loans or Other Revolving Commitments, become a Lender hereunder. Administrative Agent shall promptly notify each Lender as to the effectiveness of such Refinancing Amendment, and (i) in the case any Other Revolving Commitments resulting from such Refinancing Amendment, the Total Revolving Commitments under, and for all purpose of this Agreement, shall be increased by the aggregate amount of such Other Revolving Commitments (net of any existing Revolving Commitments being refinanced by such Refinancing Amendment), (ii) any Other Revolving Loans resulting from such Refinancing Amendment shall be deemed to be additional Revolving Loans hereunder, (iii) any Other Term Loans resulting from such Refinancing Amendment shall be deemed to be Term Loans hereunder (to the extent funded) and (iv) any Other Term Loan Commitments resulting from such Refinancing Amendment shall be deemed to be Term Loan Commitments hereunder. Notwithstanding anything to the contrary contained herein, Borrower, Collateral Agent and Administrative Agent may (and each of Collateral Agent and Administrative Agent are authorized by each other Secured Party to) execute such amendments and/or amendments and restatements of any Credit Documents as may be necessary or advisable to effectuate the provisions of this Section 2.15. Such amendments may include provisions allowing any Other Term Loans to be treated on the same basis as Term Facility Loans in connection with declining prepayments. (e) 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, Refinancing Other Term Loan Commitments, Other Revolving Loans and/or Other Revolving Commitments). Any Refinancing Revolving Credit Loans Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and Refinancing Revolving Credit Commitments: (i) will rank pari passu in right of payment and of security with the other Loans and Commitments hereunder; (ii) will have such pricing, premiums and optional prepayment terms Credit Documents as may be agreed necessary or appropriate, in the reasonable opinion of Administrative Agent and Borrower, to effect the provisions of this Section 2.15. This Section 2.15 shall supersede any provisions in Section 4.02, 4.07(b) or 13.04 to the contrary. (f) 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 L/C Liabilities (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 L/C Liabilities 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 13.05. For the avoidance of doubt, Revolving Loans and participation interests in L/C Liabilities assigned or transferred and purchased pursuant to this Section 2.15(f) shall, upon receipt thereof by the Borrower relevant Post-Increase Revolving Lenders, be deemed to be Other Revolving Loans and participation interests in L/C Liabilities in respect of the relevant Other Revolving Commitments acquired by such Post-Increase Revolving Lenders on the relevant amendment effective date and the Lenders thereof;terms of such Revolving Loans and participation interests (including, without limitation, the interest rate and maturity applicable thereto) shall be adjusted accordingly.

Refinancing Amendments. (as) At any time Subject to Section 2.05(a) of this Agreement, on one or more occasions after the Closing Date, the Borrower may obtain, from any Lenders 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 Lenders Refinancing Lender”) (provided, provided that (i) the Administrative Agent (and, solely with respect to any Refinancing Amendment establishing any Revolving Credit CommitmentsAgent, each Letter of Credit Issuer) Swing Line Lender and each L/C Issuer shall have consented (not to be unreasonably withheld or delayed) to such Additional Lender’s or Additional Refinancing Lender’s making such Refinancing Term Loans or providing any Refinancing such Other Revolving Credit Commitments to the extent such consent consent, if any, would be required under Section 13.6(b10.07(b) for an assignment of Loans or Revolving Credit Commitments, as applicable, to such Lender or Additional Refinancing Lender; provided, further(ii) with respect to Refinancing Term Loans, that any Additional Refinancing Lender offered providing an 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 approached assignment to such Affiliated Lender of Term Loans and (iii) Affiliated Lenders may not provide all or a portion of the Refinancing Commitments may elect or decline, in its sole discretion, to provide a Refinancing CommitmentOther Revolving Credit Commitments), Credit Agreement Refinancing Indebtedness in respect of (a) all or any portion of the any Class of Term Loans then outstanding under this Agreement or (b) all or any portion of the Revolving Credit Loans (or unused Revolving Credit Commitments) then outstanding under this Agreement, in the form of (x) Refinancing Term Loans or Loans, Refinancing Term Loan Commitments or (y) Refinancing Revolving Credit Loans or Refinancing Commitments, Other Revolving Credit Commitments, as the case may be, in each case or Other Revolving Credit Loans pursuant to a Refinancing Amendment; provided that such Refinancing Term Loansnotwithstanding anything to the contrary in this Section 2.15 or otherwise, Refinancing Term Loan (1) 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 (3) 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, Refinancing (2) subject to the provisions of Section 2.03(n) and 2.04(g) to the extent dealing with Swing Line Loans and Letters of Credit which mature or expire after a maturity date when there exist Other Revolving Credit Commitments with a longer maturity date, all Swing Line Loans and Letters of Credit shall be participated on a pro rata basis by all Lenders with Commitments in accordance with their percentage of the Revolving Credit Commitments (and except as provided in Section 2.03(n) and Section 2.04(g), without giving effect to changes thereto on an earlier maturity date with respect to Swing Line Loans and Letters of Credit theretofore incurred or #4865-3972-4350v17 issued), (3) the permanent repayment of Revolving Credit Loans with respect to, and Refinancing 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 Borrower shall be permitted to permanently repay and terminate commitments of any such Class on a better than a pro rata basis as compared to any other Class with a later maturity date than such Class and (4) 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. (t) The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) will rank pari passu customary legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Closing Date other than changes to such legal opinion resulting from a change in right law, change in fact or change to counsel’s form of payment opinion reasonably satisfactory to the Administrative Agent and of security with the other Loans and Commitments hereunder; (ii) will have reaffirmation agreements and/or such pricing, premiums and optional prepayment terms amendments to the Collateral Documents as may be agreed reasonably requested by the Borrower Administrative Agent in order to ensure that such Credit Agreement Refinancing Indebtedness is provided with the benefit of the applicable Loan Documents. (u) Each issuance of Credit Agreement Refinancing Indebtedness under Section 2.15(a) shall be in an aggregate principal amount that is (x) not less than $10,000,000 and (y) an integral multiple of $1,000,000 in excess thereof. (v) Each of the parties hereto hereby agrees that this Agreement and the other Loan Documents may be amended pursuant to a Refinancing Amendment, without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto and (ii) make such other changes to this Agreement and the other Loan Documents consistent with the provisions and intent of the third paragraph of Section 10.01 (without the consent of the Required Lenders thereof;called for therein) and (iii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.15, and the Required Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment.

Refinancing Amendments. (a) At any time On one or more occasions after the Closing Date, the Borrower may obtain, from any Lenders Lender or any other bank, financial institution or other institutional lender or investor that agrees to provide any portion of any Refinancing Term Loans or Other Revolving Credit Commitments pursuant to a Refinancing Amendment in accordance with this Section 2.14 (each, an “Additional Lenders Refinancing Lender”) (provided, provided that the Administrative Agent (and, i) solely with respect to any the Refinancing Amendment establishing any Term Loans and Other Revolving Credit Commitments, the Administrative Agent and each Letter of Credit L/C Issuer) , if applicable, shall have consented (not to be unreasonably withheld, delayed or conditioned) to such Lender’s or Additional Refinancing Lender’s providing any such Refinancing Commitments Term Loans or Other Revolving Credit Commitments, as applicable, to the extent such consent consent, if any, would be required under Section 13.6(b10.07(b) for an assignment of Loans or Commitments, as applicable, Working Capital Commitments to such Lender or Additional Refinancing Lender; provided, further(ii) with respect to Refinancing Term Loans, that any Affiliated Lender offered providing any 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 approached to provide all or a portion assignment to, such Affiliated Lender of Term Loans and (iii) none of the Refinancing Commitments Borrower, any Subsidiary of Borrower or any Affiliated Lenders may elect or decline, in its sole discretion, to provide a Refinancing CommitmentOther Revolving Credit Commitments), Credit Agreement Refinancing Indebtedness in respect of (a) all or any portion of any Class, as selected by the Borrower in its sole discretion, of Term Loans then outstanding under this Agreement or (b) all or any portion of the Revolving Credit Loans Loan (or unused Revolving Credit Commitments) then outstanding under this Agreement, in the form of (x) Refinancing Term Loans or Refinancing Term Loan Commitments or (y) Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments, as the case may be, in each case pursuant to a Refinancing Amendment; provided that such Refinancing Term Loans, Refinancing Term Loan Commitments, Refinancing Other Revolving Credit Commitments or Other Revolving Credit Loans and pursuant to a Refinancing Revolving Credit Commitments:Amendment. (b) The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 2.13(e)(iii) and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) will rank pari passu customary legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Closing Date other than changes to such legal opinion resulting from a change in right law, change in fact or change to counsel’s form of payment opinion reasonably satisfactory to the Administrative Agent and of security with the other Loans and Commitments hereunder; (ii) will have reaffirmation 37 KE 73718588.20 US-DOCS\142539518.2141222994.8 (c) Each issuance of Credit Agreement Refinancing Indebtedness under Section 2.14(a) shall be in an aggregate principal amount that is (x) not less than $17,500,000 and (y) an integral multiple of $500,000 in excess thereof. (d) Each of the parties hereto hereby agrees that this Agreement and the other Loan Documents may be amended pursuant to a Refinancing Amendment, without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto, and (ii) effect such pricing, premiums other amendments to this Agreement and optional prepayment terms the other Loan Documents as may be agreed by necessary or appropriate, in the Borrower reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.14, and the Required Lenders thereof;hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment. (e) This Section 2.14 shall supersede any provisions in Section 2.12 or Section 10.01 to the contrary.

Refinancing Amendments. (a) At any time On one or more occasions after the Closing Date, the Borrower may obtain, from any Lenders Lender or any other bank, financial institution or other institutional lender or investor that agrees to provide any portion of Refinancing Term Loans or Other Revolving Credit Commitments constituting Credit Agreement Refinancing Indebtedness pursuant to a Refinancing Amendment in accordance with this Section 2.15 (each, an “Additional Lenders Refinancing Lender”) (provided, provided that the Administrative Agent (and, solely with respect to any Refinancing Amendment establishing any Revolving Credit CommitmentsAgent, each Letter of Credit Issuer) Swing Line Lender and each L/C Issuer shall have consented (not to be unreasonably withheld or delayed) to such Additional Lender’s or Additional Refinancing Lender’s making such Refinancing Term Loans or providing any Refinancing such Other Revolving Credit Commitments to the extent such consent consent, if any, would be required under Section 13.6(b10.07(b) for an assignment of Loans or Revolving Credit Commitments, as applicable, to such Lender or Additional Refinancing Lender; providedprovided that notwithstanding anything to the contrary in this Section 2.15 or otherwise, further(1) the borrowing and repayment (except for (A) payments of interest and fees at different rates on Other Revolving Credit Commitments (and related outstandings), that any Lender offered or approached to provide all or a portion (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 (3) 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, (2) subject to the provisions of Section 2.03(n) and 2.04(g) to the extent dealing with Swing Line Loans and Letters of Credit which mature or expire after a maturity date when there exist Other Revolving Credit Commitments with a longer maturity date, all Swing Line Loans and Letters of Credit shall be participated on a pro rata basis by all Lenders with Commitments in accordance with their percentage of the Revolving Credit Commitments (and except as provided in Section 2.03(n) and Section 2.04(g), without giving effect to changes thereto on an earlier maturity date with respect to Swing Line Loans and Letters of Credit theretofore incurred or issued), (3) 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 Borrower shall be permitted to permanently repay and terminate commitments of any such Class on a better than a pro rata basis as compared to any other Class with a later maturity date than such Class and (4) 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. (b) The effectiveness of any Refinancing Commitments may elect or decline, Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in its sole discretionSection 4.02 and, to provide the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) customary legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Closing Date other than changes to such legal opinion resulting from a Refinancing Commitment)change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Credit Agreement Refinancing Indebtedness in respect of (a) all or any portion is provided with the benefit of the Term Loans then outstanding applicable Loan Documents. (c) Each issuance of Credit Agreement Refinancing Indebtedness under this Agreement or (bSection 2.15(a) all or any portion of the Revolving Credit Loans (or unused Revolving Credit Commitments) under this Agreement, shall be in the form of an aggregate principal amount that is (x) Refinancing Term Loans or Refinancing Term Loan Commitments or not less than $10,000,000 and (y) Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments, as an integral multiple of $1,000,000 in excess thereof. (d) Each of the case parties hereto hereby agrees that this Agreement and the other Loan Documents may be, in each case be amended pursuant to a Refinancing Amendment; provided that such Refinancing Term Loans, Refinancing Term Loan Commitmentswithout the consent of any other Lenders, Refinancing Revolving Credit Loans and Refinancing Revolving Credit Commitments: to the extent (but only to the extent) necessary to (i) will rank pari passu in right reflect the existence and terms of payment the Credit Agreement Refinancing Indebtedness incurred pursuant thereto and of security with the other Loans and Commitments hereunder; (ii) will have make such pricing, premiums other changes to this Agreement and optional prepayment terms the other Loan Documents consistent with the provisions and intent of the third paragraph of Section 10.01 (without the consent of the Required Lenders called for therein) and (iii) effect such other amendments to this Agreement and the other Loan Documents as may be agreed by necessary or appropriate, in the Borrower reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.15, and the Required Lenders thereof;hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment.

Refinancing Amendments. (a) At any time On one or more occasions after the Closing Date, the Borrower may obtain, from any Lenders Lender or any Additional Lenders (providedother bank, financial institution or other institutional lender or investor that the Administrative Agent (and, solely with respect to any Refinancing Amendment establishing any Revolving Credit Commitments, each Letter of Credit Issuer) shall have consented to such Additional Lender’s providing any Refinancing Commitments to the extent such consent would be required under Section 13.6(b) for an assignment of Loans or Commitments, as applicable, to such Additional Lender; provided, further, that any Lender offered or approached agrees to provide all or a portion of the Refinancing Commitments may elect or decline, in its sole discretion, to provide a Refinancing Commitment), Credit Agreement Refinancing Indebtedness in respect of (a) all or any portion of the Term Loans then outstanding under this Agreement or (b) all or any portion of the Revolving Credit Loans (or unused Revolving Credit Commitments) under this Agreement, in the form of (x) Refinancing Term Loans or Refinancing Term Loan Commitments or (y) Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments, as the case may be, in each case pursuant to a Refinancing Amendment; provided that such Refinancing Term Loans, Refinancing Term Loan Commitments, Other Revolving Credit Loans and/or Other Revolving Credit Commitments pursuant to a Refinancing Amendment in accordance with this Section 2.15 (each, an “Additional Refinancing Lender”) (provided that (i) the Administrative Agent, each Swing Line Lender and each L/C Issuer shall have consented (not to be unreasonably withheld or delayed) to such Lender’s or Additional Refinancing Lender’s making such Refinancing Term Loans or providing such Other Revolving Credit Commitments to the extent such consent, if any, would be required under Section 10.07(b) for an assignment of Loans or Revolving Credit Commitments, as applicable, to such Lender or Additional Refinancing Lender, (ii) with respect to Refinancing Term Loans, any Affiliated Lender providing any 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 and (iii) Affiliated Lenders may not provide Other Revolving Credit Commitments or Other Revolving Credit Loans); provided that notwithstanding anything to the contrary in this Section 2.15 or otherwise, (1) the borrowing and repayment (except for (A) payments of interest and fees at different rates on Other Revolving 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 (3) 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, (2) subject to the provisions of Section 2.03(n) and 2.04(g) to the extent dealing with Swing Line Loans and Letters of Credit which mature or expire after a maturity date when there exist Other Revolving Credit Commitments with a longer maturity date, all Swing Line Loans and Letters of Credit shall be participated on a pro rata basis by all Lenders with Commitments in accordance with their percentage of the Revolving Credit Commitments (and except as provided in Section 2.03(n) and Section 2.04(g), without giving effect to changes thereto on an earlier maturity date with respect to Swing Line Loans and Letters of Credit theretofore incurred or issued), (3) 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 Borrower shall be permitted to permanently repay and terminate commitments of any such Class on a better than a pro rata basis as compared to any other Class with a later maturity date than such Class and (4) 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 and (iv) the Refinancing Term Loans may participate on a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments of Term Loans hereunder, as specified in the applicable Refinancing Amendment. (b) The terms, provisions and documentation of the Refinancing Term Loans, Refinancing Term Commitments, Other Revolving Credit Commitments:, or Other Revolving Credit Loans, as the case may be, of any Class shall be subject to the limitations set forth in the definition of “Credit Agreement Refinancing Indebtedness”. (c) The effectiveness of any Refinancing Amendment shall be subject to receipt by the Administrative Agent and, if applicable, the relevant L/C Issuer or the Swing Line Lender, of a Request for Credit Extension in accordance with the requirements hereof and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) will rank pari passu customary legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Closing Date other than changes to such legal opinions resulting from a change in right law, change in fact or change to counsel’s form of payment opinion reasonably satisfactory to the Administrative Agent and of security with the other Loans and Commitments hereunder; (ii) will have reaffirmation agreements and/or such pricing, premiums and optional prepayment terms amendments to the Collateral Documents as may be agreed reasonably requested by the Borrower Administrative Agent in order to ensure that such Credit Agreement Refinancing Indebtedness is provided with the benefit of the applicable Loan Documents. (d) Each issuance of Credit Agreement Refinancing Indebtedness under Section 2.15(a) shall be in an aggregate principal amount that is (x) not less than $25,000,000 and (y) an integral multiple of $1,000,000 in excess thereof. (e) Each of the parties hereto hereby agrees that this Agreement and the other Loan Documents may be amended pursuant to a Refinancing Amendment, without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto and (ii) make such other changes to this Agreement and the other Loan Documents consistent with the provisions and intent of the third paragraph of Section 10.01 (without the consent of the Required Lenders thereof;called for therein) and (iii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.15, and the Required Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment.

Refinancing Amendments. (a) At any time On one or more occasions after the Closing 2021 Amendment Effective Date, the Borrower Borrowers may obtain, from any Lenders Lender or any other bank, financial institution or other institutional lender or investor that agrees to provide any portion of Credit Agreement Refinancing Indebtedness in the form of Refinancing Term Loans or Other Revolving Credit Commitments pursuant to a Refinancing Amendment in accordance with this Section 2.15 (each, an “Additional Lenders Refinancing Lender”) (provided, provided that the Administrative Agent (and, i) solely with respect to any Refinancing Amendment establishing any Other Revolving Credit CommitmentsCommitments and Other Revolving Credit Loans, the Administrative Agent, each Letter of Credit Issuer) Swing Line Lender and each L/C Issuer shall have consented (not to be unreasonably withheld or delayed) to such Lender’s or Additional Refinancing Lender’s providing any Refinancing such Other Revolving Credit Commitments to the extent such consent consent, if any, would be required under Section 13.6(b10.07(b) for an assignment of Loans or Commitments, as applicable, Revolving Credit Commitments to such Lender or Additional Refinancing Lender; provided, furtherunless such Lender or Additional Refinancing Lender is an existing Revolving Credit Lender or any Affiliate or Approved Fund of an existing Revolving Credit Lender, that (ii) with respect to Refinancing Term Loans, any Affiliated Lender offered providing Refinancing Term Loans shall be subject to the same restrictions set forth in Section 10.07(j) as they would otherwise be subject to with respect to any purchase by or approached assignment to such Affiliated Lender of Term Loans and (iii) Affiliated Lenders may not provide all or a portion of the Refinancing Commitments may elect or decline, in its sole discretion, to provide a Refinancing CommitmentOther Revolving Credit Commitments), Credit Agreement Refinancing Indebtedness in respect of (a) all or any portion of any Class, series or tranche, as selected by the Borrowers in their sole discretion without prejudice to Section 2.05(a)(i), of Term Loans then outstanding under this Agreement or (b) all or any portion of the Revolving Credit Loans (or unused Revolving Credit Commitments or Additional Facility Commitments) then outstanding under this Agreement, in the form of (x) Refinancing Term Loans or Loans, Refinancing Term Loan Commitments or (y) Refinancing Revolving Credit Loans or Refinancing Commitments, Other Revolving Credit Commitments, as the case may beor Other Revolving Credit Loans, in each case case, constituting Credit Agreement Refinancing Indebtedness pursuant to a Refinancing Amendment; provided that such Refinancing Term Loansnotwithstanding anything to the contrary in this Section 2.15 or otherwise, Refinancing Term Loan (A) the borrowing and repayment (except for (1) payments of interest and fees at different rates on Other Revolving Credit Commitments (and related outstandings), (2) repayments required upon the maturity date of the Other Revolving Credit Commitments, Refinancing (3) repayments made in connection with any refinancing of Other Revolving Credit Commitments and (4) repayment made in connection with a permanent repayment and termination of commitments (subject to clause (C) 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 (or, in the case of repayment, on a pro rata basis or less than pro rata basis) with all other Revolving Credit Commitments, (B) subject to the provisions of Section 2.03(m) and Section 2.04(g) to the extent dealing with Swing Line Loans and Letters of Credit which mature or expire after a maturity date when there exist Other Revolving Credit Commitments with a longer maturity date, all Swing Line Loans and Letters of Credit shall be participated on a pro rata basis by all Lenders with Commitments in accordance with their percentage of the Revolving Credit Commitments existing on the date such Other Revolving Credit Commitments are obtained (and except as provided in Section 2.03(m) and Section 2.04(g), without giving effect to changes thereto on an earlier maturity date with respect to Swing Line Loans and Letters of Credit theretofore incurred or issued), (C) the permanent repayment of Revolving Credit Loans with respect to, and Refinancing termination of, Other Revolving Credit Commitments:Commitments after the date of obtaining any Other Revolving Credit Commitments shall be made on a pro rata basis, less than pro rata basis or greater than pro rata basis with all other Revolving Credit Commitments and (D) 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 existing on the date such Other Revolving Credit Commitments are obtained. (b) The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.03 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) will rank pari passu customary legal opinions, board resolutions and officers’ certificates consistent with those delivered on the 2021 Amendment Effective Date other than changes to such legal opinion resulting from a change in right law, change in fact or change to counsel’s form of payment opinion reasonably satisfactory to the Administrative Agent and of security with the other Loans and Commitments hereunder; (ii) will have reaffirmation agreements and/or such pricing, premiums and optional prepayment terms amendments to the Collateral Documents as may be agreed reasonably requested by the Borrower Administrative Agent in order to ensure that such Credit Agreement Refinancing Indebtedness is provided with the benefit of the applicable Loan Documents. (c) Each Refinancing Series shall be in an aggregate principal amount that is not less than $1,000,000 in the case of an Other Revolving Credit Commitment and $15,000,000 in the case of a Refinancing Term Commitment; provided that such amounts may be less than $1,000,000 and $15,000,000, respectively, if such amount is equal to (i) the entire outstanding principal amount of the Refinanced Debt that is in the form of Revolving Credit Commitments or (ii) the entire principal amount of Refinanced Debt that is in the form of Term Loans. (d) Each of the parties hereto hereby agrees that this Agreement and the other Loan Documents may be amended pursuant to a Refinancing Amendment, without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness Incurred pursuant thereto, (ii) make such other changes to this Agreement and the other Loan Documents consistent with the provisions and intent of the third paragraph of Section 10.01 (without the consent of the Required Lenders thereof;called for therein) and (iii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the applicable Borrowers, to effect the provisions of this Section 2.15, and the Required Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment. (e) This Section 2.15 shall supersede any provisions in Section 2.13 or Section 10.01 to the contrary. (f) Notwithstanding anything in this Agreement to the contrary, nothing in this Section 2.15 will be construed to limit the provisions of Section 2.14 or the ability to Incur Indebtedness, including Refinancing Indebtedness, under Section 4.09 of Anne▇ ▇▇.

Refinancing Amendments. (a) At any time On one or more occasions after the Closing Date, the Borrower may obtain, from any Lenders 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 Section 2.15 (each, an “Additional Lenders Refinancing Lender”) (provided, provided that (i) the Administrative Agent (andAgent, solely with respect to any Refinancing Amendment establishing any Revolving Credit Commitments, each Letter of Credit Issuer) shall have consented (not to be unreasonably withheld or delayed) to such Additional Lender’s providing any or Additional Refinancing Commitments Lender’s making such Refinancing Term Loans to the extent such consent consent, if any, would be required under Section 13.6(b10.07(b) for an assignment of Loans or Commitments, as applicableLoans, to such Lender or Additional Refinancing Lender; provided, furtherand (ii) with respect to Refinancing Term Loans, that any Affiliated Refinancing Lender offered 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 approached assignment to provide all or a portion such Affiliated Lender of the Refinancing Commitments may elect or decline, in its sole discretion, to provide a Refinancing Commitment)Term Loans, Credit Agreement Refinancing Indebtedness in respect of (a) all or any portion of the any Class of Term Loans then outstanding under this Agreement or (b) all or any portion of the Revolving Credit Loans (or unused Revolving Credit Commitments) under this Agreement, in the form of (x) Refinancing Term Loans or Refinancing Term Commitments. (b) The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) customary legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Closing Date other than changes to such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Credit Agreement Refinancing Indebtedness is provided with the benefit of the applicable Loan Commitments or Documents (provided any such reaffirmations and/or amendments may be provided within a time period after such effectiveness if agreed by the Administrative Agent in its reasonable discretion). (c) Each issuance of Credit Agreement Refinancing Indebtedness under Section 2.15(a) shall be in an aggregate principal amount that is (x) not less than $25,000,000 and (y) Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments, as an integral multiple of $1,000,000 in excess thereof. (d) Each of the case parties hereto hereby agrees that this Agreement and the other Loan Documents may be, in each case be amended pursuant to a Refinancing Amendment; provided that such Refinancing Term Loans, Refinancing Term Loan Commitmentswithout the consent of any other Lenders, Refinancing Revolving Credit Loans and Refinancing Revolving Credit Commitments: to the extent (but only to the extent) necessary to (i) will rank pari passu in right reflect the existence and terms of payment the Credit Agreement Refinancing Indebtedness incurred pursuant thereto and of security with the other Loans and Commitments hereunder; (ii) will have make such pricing, premiums other changes to this Agreement and optional prepayment terms the other Loan Documents consistent with the provisions and intent of the third paragraph of Section 10.01 (without the consent of the Required Lenders called for therein) and (iii) effect such other amendments to this Agreement and the other Loan Documents as may be agreed by necessary or appropriate, in the Borrower reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.15, and the Required Lenders thereof;hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment.

Refinancing Amendments. (a) At any time On one or more occasions after the Closing Date, the Borrower may obtain, from any Lenders Lender or any other bank, financial institution or other institutional lender or investor that agrees to provide any portion of Refinancing Term Loans or Other Revolving Credit Commitments pursuant to a Refinancing Amendment in accordance with this ‎Section 2.15 (each, an “Additional Lenders Refinancing Lender”) (provided, provided that the Administrative Agent (and, i) solely with respect to any Refinancing Amendment establishing any Other Revolving Credit Commitments, the Administrative Agent, each Letter of Credit Swing Line Lender and each L/C Issuer) , if applicable, shall have consented (not to be unreasonably withheld, conditioned or delayed) to such Additional Lender’s or Additional Refinancing Lender’s making such Refinancing Term Loans or providing any Refinancing such Other Revolving Credit Commitments to the extent such consent consent, if any, would be required under Section 13.6(b10.07(b) for an assignment of Loans or Revolving Credit Commitments, as applicable, to such Lender or Additional Refinancing Lender; provided, further(ii) with respect to Refinancing Term Loans, that any Affiliated Lender offered 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 approached assignment to such Affiliated Lender of Term Loans and (iii) Affiliated Lenders may not provide all or a portion of the Refinancing Commitments may elect or decline, in its sole discretion, to provide a Refinancing CommitmentOther Revolving Credit Commitments), Credit Agreement Refinancing Indebtedness in respect of (a) all or any portion of any Class, as selected by the Borrower in its sole discretion, of Term Loans then outstanding under this Agreement or (b) all or any portion of the Revolving Credit Loans (or unused Revolving Credit CommitmentsCommitments in respect thereof) then outstanding under this Agreement, in the form of (x) Refinancing Term Loans or Loans, Refinancing Term Loan Commitments or (y) Refinancing Revolving Credit Loans or Refinancing Commitments, Other Revolving Credit Commitments, as the case may be, in each case or Other Revolving Credit Loans pursuant to a Refinancing Amendment; provided that such Refinancing Term Loansnotwithstanding anything to the contrary in this ‎Section 2.15 or otherwise, Refinancing Term Loan (1) 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 ‎(3) 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, Refinancing (2) subject to the provisions of Section 2.03(n) and Section 2.04(g) to the extent dealing with Swing Line Loans and Letters of Credit which mature or expire after a maturity date when there exist Other Revolving Credit Commitments with a longer maturity date, all Swing Line Loans and Letters of Credit shall be participated on a pro rata basis by all Lenders with Commitments in accordance with their percentage of the Commitments in respect of Revolving Credit CommitmentsLoans (and except as provided in Section 2.03(n) and Section 2.04(g), without giving effect to changes thereto on an earlier maturity date with respect to Swing Line Loans and Letters of Credit theretofore incurred or issued), (3) the permanent repayment of Revolving Credit Loans with respect to, and Refinancing termination of, Other Revolving Credit Commitments:Commitments after the date of obtaining any Other Revolving Credit Commitments shall be made on a pro rata basis with all other Commitments in respect of Revolving Credit CommitmentsLoans, except that the Borrower shall be permitted to permanently repay and terminate commitments of any such Class on a better than a pro rata basis as compared to any other Class with a later maturity date than such Class and (4) 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. (b) The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in ‎Section 4.02 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) will rank pari passu customary legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Closing Date other than changes to such legal opinion resulting from a change in right law, change in fact or change to counsel’s form of payment opinion reasonably satisfactory to the Administrative Agent and of security with the other Loans and Commitments hereunder; (ii) will have reaffirmation agreements and/or such pricing, premiums and optional prepayment terms amendments to the Collateral Documents as may be agreed reasonably requested by the Borrower Administrative Agent in order to ensure that such Credit Agreement Refinancing Indebtedness is provided with the benefit of the applicable Loan Documents. For the avoidance of doubt, no consent of the Administrative Agent shall be required except to the extent affecting the rights and duties of, or any fees or other amounts payable to, such Administrative Agent. (c) Each issuance of Credit Agreement Refinancing Indebtedness under Section 2.15(a) shall be in an aggregate principal amount that is (x) not less than $10,000,000 and (y) an integral multiple of $1,000,000 in excess thereof. (d) Each of the parties hereto hereby agrees that this Agreement and the other Loan Documents may be amended pursuant to a Refinancing Amendment, without the consent of any other Lenders thereof;or any Agent, 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 (ii) make such other changes to this Agreement and the other Loan Documents consistent with the provisions and intent of the third paragraph of ‎Section 10.01 (without the consent of the Required Lenders called for therein) and (iii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this ‎Section 2.15, and the Required Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment. (e) This Section 2.15 shall supersede any provisions in Section 2.13, 4.02 or 10.01 to the contrary.

Refinancing Amendments. (a1) At any time after the Closing Date, the Borrower may obtain, from any Lenders 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 (provided, that the Administrative Agent (and, solely with respect to any Refinancing Amendment establishing any Revolving Credit Commitments, each Letter of Credit Issueriii) Other Term Loans provided by Affiliated Lenders shall have consented to such Additional Lender’s providing any Refinancing Commitments be subject to the extent such consent would be required under limitations set forth in Section 13.6(b) for an assignment of Loans or Commitments, as applicable, to such Additional Lender; provided, further, that any Lender offered or approached to provide all or a portion of the Refinancing Commitments may elect or decline, in its sole discretion, to provide a Refinancing Commitment10.07(h)), Credit Agreement Refinancing Indebtedness in respect of (a) Other Loans to refinance all or any portion of the Term applicable Class or Classes of Loans then outstanding under this Agreement or (b) all or any portion of the Revolving Credit Loans (or unused Revolving Credit which will be made pursuant to Other Term Loan Commitments) under this Agreement, in the form case of (x) Refinancing Other Term Loans or Refinancing Term Loan Commitments or (y) Refinancing Loans, and pursuant to Other Revolving Credit Loans or Refinancing Revolving Credit Commitments, as in the case may beof Other Revolving Loans, in each case pursuant to a Refinancing Amendment; provided that such Refinancing Term Loans, Refinancing Term Loan Commitments, Refinancing Revolving Credit Other Loans and Refinancing Other Revolving Credit Commitments: Commitments (i) will shall rank pari passu 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 pricingany obligors in respect thereof other than the Borrower and/or the Guarantors, premiums (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/or (B) may provide for additional fees and/or premiums payable to the Lenders providing such Other Loans in addition to any of the items contemplated by the preceding clause (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) other than in the case of Permitted Earlier Maturity Debt (x) will have a final maturity date no earlier than, and (y) 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 (x) with respect to 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, to the extent the terms of such Other Loans or Other Revolving Commitments contain 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 voluntary or mandatory prepayments of Term Loans hereunder (except that, unless otherwise permitted under this Agreement or unless the Class of Term Loans being refinanced was so entitled to participate on a greater than a pro rata basis in such mandatory prepayments, such Other Term Loans may not participate on a greater than a pro rata basis as compared to any earlier maturing Class of Term Loans constituting First Lien Obligations in any mandatory prepayments under Section 2.05(2)(a), (b) and (d)(i)), as specified in the applicable Refinancing Amendment. All Other Revolving Commitments shall provide that all Borrowings under the applicable Revolving Commitments and repayments thereunder shall be made on a pro rata basis (except for (1) payments of interest and fees at different rates on Other Revolving Commitments (and related outstanding Other Revolving Loans), (2) repayments required upon the Maturity Date of the Revolving Commitments, (3) repayments made in connection with any refinancing of Revolving Commitments and (4) repayment made in connection with a permanent repayment and termination of Commitments). In connection with any Refinancing Amendment, the Borrower shall, if reasonably requested by the Administrative Agent, deliver customary 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 Other Loans or Other Revolving Commitments are provided with the benefit of the applicable Loan Documents. (2) Each Class of Other Commitments and Other Loans incurred under this Section 2.15 shall be in an aggregate principal amount that is not less than $5,000,000. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Other Commitments and Other Loans incurred pursuant thereto (including any amendments necessary to treat the Other Loans and/or Other 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 Borrower, to effect the provisions of this Section 2.15. (3) This Section 2.15 shall supersede any provisions in Section 2.12, 2.13 or 10.01 to the contrary. For the avoidance of doubt, any of the provisions of this Section 2.15 may be amended with the consent of the Required Lenders (or the applicable Required Facility Lenders, if applicable).

Refinancing Amendments. (a) At any time On one or more occasions after the Closing Date, the Borrower Borrowers may obtain, from any Lenders Lender or any other bank, financial institution or other institutional lender or investor that agrees to provide any portion of Refinancing Term Loans or, Other Revolving Credit Commitments or Other Performance L/C Participation Commitments pursuant to a Refinancing Amendment in accordance with this Section 2.15 (each, an “Additional Lenders Refinancing Lender”) (provided, provided that the Administrative Agent (and, i) solely with respect to any Refinancing Amendment establishing any Other Revolving Credit Commitments, the Administrative Agent, each Letter of Credit Swing Line Lender and each L/C Issuer) , if applicable, shall have consented (not to be unreasonably withheld or delayed) to such Lender’s or Additional Refinancing Lender’s providing any Refinancing such Other Revolving Credit Commitments to the extent such consent consent, if any, would be required under Section 13.6(b10.07(b) for an assignment of Revolving Credit Commitments to such Lender or Additional Refinancing Lender, (ii) solely with respect to Refinancing Term Loans, 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 and (iii) Affiliated Lenders may not provide Other Revolving Credit Commitments),Other Performance L/C Participation Commitments, as applicablethe Administrative Agent and each Performance L/C Issuer shall have consented (not to be unreasonably withheld, conditioned or delayed) to such Lender’s or Additional Refinancing Lender; provided’s providing such Other Performance L/C Participation Commitments to the extent such consent, furtherif any, that any would be required under Section 10.07(b) for an assignment of Performance L/C Participation Commitments to such Lender offered or approached to provide all or a portion of the Additional Refinancing Commitments may elect or declineLender, in its sole discretion, to provide a Refinancing Commitmentand (iii) [reserved]), . Credit Agreement Refinancing Indebtedness may be provided in respect of (a) all or any portion of any Class, as selected by the Borrowers in their sole discretion, of Term Loans then outstanding under this Agreement or (b) all or any portion of the Revolving Credit Loans (or unused Revolving Commitments in respect thereof) or Performance Letter of Credit Commitments(or unused Commitments in respect thereof) then outstanding under this Agreement, in the form of (x) Refinancing Term Loans or Loans, Refinancing Term Loan Commitments or (y) Refinancing Revolving Credit Loans or Refinancing Commitments, Other Revolving Credit Commitments, as the case may be, in each case Other Performance L/C Participation Commitments or Other Revolving Credit Loans pursuant to a Refinancing Amendment; provided that such Refinancing Term notwithstanding anything to the contrary in this Section 2.15 or otherwise, (1) the borrowing and repayment (except for (A) payments of interest and fees at different rates on Other Revolving 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 (3) 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, (2) subject to the provisions of Section 2.03(n) and Section 2.04(g) to the extent dealing with Swing Line Loans and Letters of Credit which mature or expire after a maturity date when there exist Other Revolving Credit Commitments with a longer maturity date, all Swing Line Loans and Letters of Credit shall be participated on a pro rata basis by all Lenders with Commitments in accordance with their percentage of the Commitments in respect of Revolving Credit Loans (and except as provided in Section 2.03(n) and Section 2.04(g), without giving effect to changes thereto on an earlier maturity date with respect to Swing Line Loans and Letters of Credit theretofore incurred or issued), (3) 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 Commitments in respect of Revolving Credit Loans, Refinancing Term Loan Commitmentsexcept 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, Refinancing (4) 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 and (5) Other Performance L/C Participation Commitments may only refinance then existing Performance L/C Participation Commitments and may only refinance such Performance L/C Participation Commitments in full. (b) The effectiveness of any Refinancing Revolving Credit Commitments: Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) will rank pari passu customary legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Closing Date other than changes to such legal opinion resulting from a change in right law, change in fact or change to counsel’s form of payment opinion reasonably satisfactory to the Administrative Agent and of security with the other Loans and Commitments hereunder; (ii) will have reaffirmation agreements and/or such pricing, premiums and optional prepayment terms amendments to the Collateral Documents as may be agreed reasonably requested by the Borrower Administrative Agent in order to ensure that such Credit Agreement Refinancing Indebtedness is provided with the benefit of the applicable Loan Documents. (c) Each issuance of Credit Agreement Refinancing Indebtedness under Section 2.15(a) shall be in an aggregate principal amount that is (x) not less than $10,000,000 and (y) an integral multiple of $1,000,000 in excess thereof. (d) Each of the parties hereto hereby agrees that this Agreement and the other Loan Documents may be amended pursuant to a Refinancing Amendment, without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto and (ii) make such other changes to this Agreement and the other Loan Documents consistent with the provisions and intent of the third paragraph of Section 10.01 (without the consent of the Required Lenders thereof;called for therein) and (iii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrowers, to effect the provisions of this Section 2.15, and the Required Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment. (e) This Section 2.15 shall supersede any provisions in Section 2.13 or 10.01 to the contrary.

Refinancing Amendments. (a) At any time On one or more occasions after the Closing Date, the Borrower may obtain, from any Lenders Lender or any other bank, financial institution or other institutional lender or investor that agrees to provide any portion of Refinancing Term Loans or Other Revolving Credit Commitments pursuant to a Refinancing Amendment in accordance with this ‎Section 2.15 (each, an “Additional Lenders Refinancing Lender”) (provided, provided that the Administrative Agent (and, i) solely with respect to any Refinancing Amendment establishing any Other Revolving Credit Commitments, the Administrative Agent, each Letter of Credit Swing Line Lender and each L/C Issuer) , if applicable, shall have consented (not to be unreasonably withheld or delayed) to such Lender’s or Additional Refinancing Lender’s providing any Refinancing such Other Revolving Credit Commitments to the extent such consent consent, if any, would be required under Section 13.6(b10.07(b) for an assignment of Loans or Commitments, as applicable, Revolving Credit Commitments to such Lender or Additional Refinancing Lender; provided, further(ii) with respect to Refinancing Term Loans, that any Affiliated Lender offered 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 approached assignment to such Affiliated Lender of Term Loans and (iii) Affiliated Lenders may not provide all or a portion of the Refinancing Commitments may elect or decline, in its sole discretion, to provide a Refinancing CommitmentOther Revolving Credit Commitments), Credit Agreement Refinancing Indebtedness in respect of (a) all or any portion of any Class, as selected by the Borrower in its sole discretion, of Term Loans then outstanding under this Agreement or (b) all or any portion of the Revolving Credit Loans (or unused Revolving Credit CommitmentsCommitments in respect thereof) then outstanding under this Agreement, in the form of (x) Refinancing Term Loans or Loans, Refinancing Term Loan Commitments or (y) Refinancing Revolving Credit Loans or Refinancing Commitments, Other Revolving Credit Commitments, as the case may be, in each case or Other Revolving Credit Loans pursuant to a Refinancing Amendment; provided that such Refinancing Term Loansnotwithstanding anything to the contrary in this ‎Section 2.15 or otherwise, Refinancing Term Loan (1) 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 ‎(3) 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, Refinancing (2) subject to the provisions of ‎Section 2.03(n) and ‎Section 2.04(g) to the extent dealing with Swing Line Loans and Letters of Credit which mature or expire after a maturity date when there exist Other Revolving Credit Commitments with a longer maturity date, all Swing Line Loans and Letters of Credit shall be participated on a pro rata basis by all Lenders with Commitments in accordance with their percentage of the Commitments in respect of Revolving Credit Loans (and Refinancing except as provided in ‎Section 2.03(n) and ‎Section 2.04(g), without giving effect to changes thereto on an earlier maturity date with respect to Swing Line Loans and Letters of Credit theretofore incurred or issued), (3) the permanent repayment of Revolving Credit Commitments: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 Commitments in respect of Revolving Credit Loans, except that the Borrower shall be permitted to permanently repay and terminate commitments of any such Class on a better than a pro rata basis as compared to any other Class with a later maturity date than such Class and (4) 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. (b) The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in ‎Section 4.02 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) will rank pari passu customary legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Closing Date other than changes to such legal opinion resulting from a change in right law, change in fact or change to counsel’s form of payment opinion reasonably satisfactory to the Administrative Agent and of security with the other Loans and Commitments hereunder; (ii) will have reaffirmation agreements and/or such pricing, premiums and optional prepayment terms amendments to the Collateral Documents as may be agreed reasonably requested by the Borrower Administrative Agent in order to ensure that such Credit Agreement Refinancing Indebtedness is provided with the benefit of the applicable Loan Documents. (c) Each issuance of Credit Agreement Refinancing Indebtedness under ‎Section 2.15(a) shall be in an aggregate principal amount that is (x) not less than $10,000,000 and the Lenders (y) an integral multiple of $1,000,000 in excess thereof;.

Refinancing Amendments. (a) At any time after the Closing Effective Date, the Borrower Borrowers may obtain, from any Lenders Lender or any Additional Lenders (provided, that the Administrative Agent (and, solely with respect to any Refinancing Amendment establishing any Revolving Credit Commitments, each Letter of Credit Issuer) shall have consented to such Additional Lender’s providing any Refinancing Commitments to the extent such consent would be required under Section 13.6(b) for an assignment of Loans or Commitments, as applicable, to such Additional Lender; provided, further, that any Lender offered or approached to provide all or a portion of the Refinancing Commitments may elect or decline, in its sole discretion, to provide a Refinancing Commitment), Credit Agreement Refinancing Indebtedness in respect of (ai) all or any portion of the Term Loans then outstanding under this Agreement or (bwhich for purposes of this clause (i) will be deemed to include any then outstanding Other Term Loans), (ii) all or any portion of the Revolving Credit Loans (or unused Revolving Credit Commitments) under this AgreementAgreement (which for purposes of this clause (ii) will be deemed to include any then outstanding Other Revolving Loans and Other Revolving Commitments) and (iii) all or any portion of Incremental Equivalent Debt, in the form of (x) Refinancing Other Term Loans or Refinancing Other Term Loan Commitments or (y) Refinancing Other Revolving Credit Loans or Refinancing Other Revolving Credit Commitments, as the case may be, in each case pursuant to a Refinancing Amendment; provided that such Credit Agreement Refinancing Term Loans, Refinancing Term Loan Commitments, Refinancing Revolving Credit Loans and Refinancing Revolving Credit Commitments: Indebtedness (i) will rank be unsecured or will be secured by the Collateral on a pari passu in right of payment and of security or junior basis with the other Loans Secured Obligations (and Commitments hereunder; if secured, subject to the terms of a Customary Intercreditor Agreement), (ii) will have such pricing, premiums pricing and optional prepayment terms as may be agreed by the Borrower Borrowers 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, reduction of Revolving Commitments being so refinanced or the prepayment, satisfaction and discharge or redemption of outstanding Incremental Equivalent Debt, as the case may be. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of the conditions as agreed between the lenders providing such Credit Agreement Refinancing Indebtedness and the Borrowers and, to the extent reasonably requested by the Administrative Agent, receipt by the 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 Administrative Agent). Each Class of Credit Agreement Refinancing Indebtedness incurred under this Section 2.20 shall be in an aggregate principal amount that is not less than $5,000,000 and an integral multiple of $1,000,000 in excess thereof (in each case unless the Borrowers and the Administrative Agent otherwise agree). Any Refinancing Amendment may provide for the issuance of Letters of Credit for the account of the Revolving Borrowers, or the provision to the Revolving Borrowers of Swingline Loans, pursuant to any Other Revolving Commitments established thereby, in each case on terms substantially equivalent to the terms applicable to Letters of Credit and Swingline Loans under the Revolving Commitments; provided that no Issuing Bank or Swingline Lender shall be required to act as “issuing bank” or “swingline lender” under any such Refinancing Amendment without its written consent. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, 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, 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 Administrative Agent and the Borrowers, to effect the provisions of this Section 2.20 (including, in -134- connection with an Incremental Revolving Commitment Increase or Additional/Replacement Revolving Commitments, to reallocate Revolving Exposure on a pro rata basis among the relevant Revolving Lenders). 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, without limitation, the commission applicable thereto) shall be adjusted accordingly. (b) This Section 2.20 shall supersede any provisions in Section 2.17 or Section 9.02 to the contrary.

Refinancing Amendments. (a) At The Borrower may, at any time or from time to time after the Closing Date, by notice to the Administrative Agent (a “Refinancing Term Loan Request”), request the establishment of one or more new Classes of Term Loans under this Agreement (any such new Class, “Refinancing Term Commitments”), established in exchange for, or to replace, repurchase, retire or refinance, in whole or in part, as selected by the Borrower, any one 65 (b) Each Refinancing Term Loan Request from the Borrower pursuant to this Section 2.14 shall set forth the requested amount and proposed terms of the relevant Refinancing Term Loans and identify the proposed Refinanced Debt with respect thereto. Any Refinancing Term Loans made pursuant to Refinancing Term Commitments made on a Refinancing Closing Date (as defined below) shall be designated a separate Class of Refinancing Term Loans for all purposes of this Agreement. Refinancing Term Loans may obtainbe made by any existing Lender (but no existing Lender will have an obligation to make any Refinancing Term Commitment, from nor will the Borrower have any Lenders obligation to approach any existing Lender to provide any Refinancing Term Commitment) or by any Additional Lenders Lender (providedeach such Additional Lender providing such Refinancing Term Commitment or Refinancing Term Loan, a “Refinancing Term Lender”); provided that the Administrative Agent (and, solely with respect to any Refinancing Amendment establishing any Revolving Credit Commitments, each Letter of Credit Issuer) shall have consented (such consent not to be unreasonably conditioned, withheld or delayed) to such Lender’s or Additional Lender’s providing any making such Refinancing Commitments Term Loans to the extent such consent consent, if any, would be required under Section 13.6(b11.6(b)(iii) for an assignment of Loans or Commitments, as applicableTerm Loans, to such Additional Lender; provided. (c) On any Refinancing Closing Date on which any Refinancing Term Commitments of any Class are effected, furthersubject to the satisfaction of the terms and conditions in this Section 2.14, that any (i) each Refinancing Term Lender offered of such Class shall make a Term Loan, severally, but not jointly or approached jointly and severally with the other Refinancing Term Lenders, to provide all or the Borrower (a portion “Refinancing Term Loan”) in an amount equal to its Refinancing Term Commitment of such Class and (ii) each Refinancing Term Lender of such Class shall become a Lender hereunder with respect to the Refinancing Term Commitment of such Class and the Refinancing Term Loans of such Class made pursuant thereto. (d) The terms, provisions and documentation of the Refinancing Commitments may elect or decline, in its sole discretion, to provide a Refinancing Commitment), Credit Agreement Refinancing Indebtedness in respect of (a) all or any portion of the Term Loans then outstanding under this Agreement or (b) all or and Refinancing Term Commitments of any portion of Class shall be as agreed between the Revolving Credit Loans (or unused Revolving Credit Commitments) under this AgreementBorrower, in the form of (x) applicable Refinancing Term Lenders providing such Refinancing Term Loans or Refinancing Term Loan Commitments or and the Administrative Agent (y) Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments, as in the case may beof the Administrative Agent, only with respect to terms and provisions not otherwise specified in each case pursuant this Section 2.14 that adversely affect the rights or obligations of the Administrative Agent), and except as otherwise set forth herein, to the extent not substantially identical to any Class of Term Loans existing on the Refinancing Closing Date, shall be consistent with clauses (i) through (vi) below and otherwise shall be no more restrictive, taken as a whole (as determined in good faith by the Borrower), than the terms applicable to the Class of Term Loans being Refinanced (except for (1) covenants or other provisions applicable only to periods after the Maturity Date (as of the applicable Refinancing Amendment; provided Closing Date) or that are also added for the benefit of the Term Loans existing on such Refinancing Term LoansClosing Date and (2) pricing, fees, rate floors, amortization or maturity). In any event each Refinancing Term Loan Commitments, Refinancing Revolving Credit Loans and Refinancing Revolving Credit Commitments: Term Commitment: (i) will at the Borrower’s option, may rank pari passu or junior in right of payment and with the Obligations under the then existing Term Loans, may be pari passu or junior in right of security with the other Obligations under the then existing Term Loans and Commitments hereunder; (and, if junior in right of security, subject to an Acceptable Intercreditor Agreement) or may be unsecured; (ii) will as of the Refinancing Closing Date, shall not mature earlier than the Maturity Date of the Refinanced Debt; (iii) shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Refinanced Debt on the date of Incurrence of such pricingRefinancing Term Loans (except by virtue of amortization or prepayment of the Refinanced Debt prior to the time of such Incurrence); (iv) shall have an applicable margin and, premiums subject to clauses (d)(ii) and optional prepayment terms as may be agreed (d)(iii) above, amortization determined by the Borrower and the applicable Refinancing Term Lenders; (v) shall not be subject to any Guarantee by any Person other than a Loan Party and shall not include any borrower other than the Borrower and, to the extent secured, such Refinancing Term Loans shall not be secured by assets other than Collateral (except pursuant to an escrow or similar arrangement with respect to the 66 (e) The effectiveness of any Refinancing Amendment, and the Refinancing Term Commitments thereunder, shall be subject to the satisfaction on the date thereof (a “Refinancing Closing Date”) of each of the following conditions, together with any other conditions set forth in the Refinancing Amendment: (i) each Refinancing Term Commitment shall be in an aggregate principal amount that is not less than $5,000,000 and shall be in an increment of $1,000,000 (provided that such amount may be less than $5,000,000 and not in an increment of $1,000,000 if such amount is equal to the entire outstanding principal amount of Refinanced Debt); (ii) after giving effect to such Refinancing Term Commitments, (A) the representations and warranties made by the Borrower and each Guarantor contained herein and in the other Loan Documents shall be true and correct in all material respects on and as of such closing date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall have been true and correct in all material respects, as of such earlier date (provided that, to the extent any such representation and warranty is qualified by, or subject to, “materiality”, “Material Adverse Effect” or similar language, the same shall be true and correct in all respects); (B) no Event of Default shall have occurred and be continuing; and (C) the Borrower shall have delivered on such closing date an Officers’ Certificate certifying the satisfaction of the conditions set forth in the foregoing clauses (A) and (B); and (iii) the principal amount (or accreted value, if applicable) of such Refinancing Term Loans shall not exceed the principal amount (or accreted value, if applicable) of the Refinanced Debt (plus the amount of unpaid accrued or capitalized interest and premiums thereon (including make-whole premiums, prepayment premiums, tender premiums and amounts required to be paid in connection with defeasance and satisfaction and discharge), underwriting discounts, original issue discount, defeasance costs, fees (including upfront fees), commissions and expenses). (f) Refinancing Term Loans shall be established pursuant to an amendment (a “Refinancing Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Refinancing Term Lender providing such Refinancing Term Loans and the Administrative Agent. The 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 2.14, including, if applicable, amendments as deemed necessary by the Administrative Agent in its reasonable judgment to effect any lien subordination and associated rights of the applicable Lenders thereof;to the extent any Refinancing Term Loans are to rank junior in right of security. The Borrower will use the proceeds, if any, of the Refinancing Term Loans in exchange for, or to extend, renew, replace, repurchase, retire or refinance, and shall permanently terminate applicable commitments under, substantially concurrently, the applicable Refinanced Debt.

Refinancing Amendments. (a) At any time after the Closing Date, the Borrower The Borrowers may obtain, from any Lenders Lender or any other bank, financial institution or other institutional lender or investor that agrees to provide any portion of Refinancing Term Loans, Refinancing Term Loan Commitments, Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments pursuant to a Refinancing Amendment in accordance with this Section 2.20 (each, an “Additional Lenders Refinancing Lender”) (provided, provided that (i) the Administrative Agent (and, solely with respect to any Refinancing Amendment establishing any Revolving Credit CommitmentsAgent, each Letter of Credit Issuer) Swing Line Lender and each LC Issuer shall have consented (not to be unreasonably withheld or delayed) to such Additional Lender’s providing any or Additional Refinancing Lender’s making such Refinancing Term Loans, Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments to the extent such consent consent, if any, would be required under Section 13.6(b) the definition of “Eligible Assignee” for an assignment of Loans or Revolving Commitments, as applicable, to such Lender or Additional Refinancing Lender; provided, further(ii) with respect to Refinancing Term Loans, that any Additional Refinancing Lender offered providing an Refinancing Term Loans shall be subject to the same restrictions set forth in Section 11.06(j) as they would otherwise be subject to with respect to any purchase by or approached assignment to such Affiliated Lender of Term Loans and (iii) Affiliated Lenders may not provide all or a portion of the Refinancing Commitments may elect or decline, in its sole discretion, to provide a Refinancing CommitmentRevolving Credit Commitments), Credit Agreement Refinancing Indebtedness in respect of (a) all or any portion of the Term Loans then outstanding under this Agreement or (b) all or any portion of the Revolving Credit Loans (or unused Revolving Credit Commitments) under this Agreement, in the form of (xi) Refinancing Term Loans or Refinancing Term Loan Commitments in respect of all or any portion of any Class of Term Loans then outstanding under this Agreement (which for purposes of this clause (i) will be deemed to include any then outstanding Refinancing Term Loans) or (yii) Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments, as Commitments in respect of all or any portion of any Class of Revolving Loans (and the case may beUnused Revolving Commitments with respect to such Class of Revolving Loans) then outstanding under this Agreement (which for purposes of this clause (ii) will be deemed to include any then outstanding Refinancing Revolving Credit Commitments or Refinancing Revolving Credit Loans), in each case pursuant to a Refinancing Amendment; provided that such Credit Agreement Refinancing Term Loans, Refinancing Term Loan Commitments, Refinancing Revolving Credit Loans and Refinancing Revolving Credit Commitments: Indebtedness (iA) will rank pari passu in right of payment and of security with the other Loans and Commitments hereunder; , (iiB) will have such pricingpricing (including interest rates, premiums rate floors, fees, original issue discounts, premiums) and optional prepayment terms as may be agreed by the Parent Borrower and the Lenders thereof and (C) will have terms and conditions that are otherwise consistent with the applicable requirements set forth in the definition of “Credit Agreement Refinancing Indebtedness.” (b) Notwithstanding anything to the contrary in this Section 2.20 or otherwise, (1) the borrowing and repayment (except for (A) payments of interest and fees at different rates on Refinancing Revolving Credit Commitments (and related outstandings), (B) repayments required upon the maturity date of the Refinancing Revolving Credit 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 Refinancing Revolving Credit Commitments after the date of obtaining any Refinancing Revolving Credit Commitments shall be made on a pro rata basis with all other Revolving Commitments, (2) subject to the provisions of Section 2.04(e) and Section 2.05(h) to the extent dealing with Swing Loans and Letters of Credit which mature or expire after a maturity date when there exist Refinancing Revolving Credit Commitments with a longer maturity date, all Swing Loans and Letters of Credit shall be participated on a pro rata basis by all Lenders with Commitments in accordance with their percentage of the Revolving Commitments (and except as provided in Section 2.04(e) and Section 2.05(h), without giving effect to changes thereto on an earlier maturity date with respect to Swing Loans and Letters of Credit theretofore incurred or issued), (3) the permanent repayment of Revolving Loans with respect to, and termination of, Refinancing Revolving Credit Commitments after the date of obtaining any Refinancing Revolving Credit Commitments shall be made on a pro rata basis with all other Revolving 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 (4) assignments and participations of Refinancing Revolving Credit Commitments and Refinancing Revolving Credit Loans shall be governed by the same assignment and participation provisions applicable to Revolving Commitments and Revolving Loans. (c) Each Class of Credit Agreement Refinancing Indebtedness incurred under this Section 2.20 shall be in an aggregate principal amount that is not less than (x) $15,000,000 in the case of Refinancing Term Loans an integral multiple of $1,000,000 in excess thereof and (y) $5,000,000 in the case of Refinancing Revolving Credit Commitments or Refinancing Revolving Credit Loans and an integral multiple of $1,000,000 in excess thereof;. Any Refinancing Amendment may provide for the issuance of Letters of Credit for the account of the Parent Borrower, or the provision to the Parent Borrower of Swing Loans, pursuant to any Refinancing Revolving Credit Commitments established thereby, in each case on terms substantially equivalent to the terms applicable to Letters of Credit and Swing Loans under the Class of Revolving Commitments to be refinanced; provided that terms relating to pricing, fees or premiums may vary to extent otherwise permitted by this Section 2.20 and set forth in such Refinancing Amendment. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of the following conditions , receipt by the Administrative Agent of (i) customary legal opinions, board resolutions and officers’ certificates reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Credit Agreement Refinancing Indebtedness is provided with the benefit of the applicable Loan Documents. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. (d) Each of the parties hereto hereby agrees that this Agreement and the other Loan Documents may be amended pursuant to a Refinancing Amendment to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Refinancing Term Loans, Credit Loans, Refinancing Revolving Credit Commitments and/or Refinancing Term Loan Commitments, (ii) make such other changes to this Agreement and the other Loan Documents consistent with the provisions and intent of Section 11.12(h), and (iii) effect such amendments to this Agreement and the other Credit Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Parent Borrower, to effect the provisions of this Section 2.20, and the Required Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment. (e) This Section 2.20 shall supersede any provisions in Section 2.16 or 11.12 to the contrary. For the avoidance of doubt, any of the provisions of this Section 2.20 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 all Lenders pursuant to Section 11.12(a)(ii)(A) through (C), 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 Refinancing Term Commitment or Refinancing Revolving Credit Commitment unless such Lender executes a Refinancing Amendment.

Refinancing Amendments. (a) At any time On one or more occasions after the Closing Date, the Borrower may obtain, from any Lenders Lender or any other bank, financial institution or other institutional lender or investor that agrees to provide any portion of any Refinancing Term Loans or Other Revolving Credit Commitments pursuant to a Refinancing Amendment in accordance with this Section 2.14 (each, an “Additional Lenders Refinancing Lender”) (provided, provided that the Administrative Agent (and, i) solely with respect to any the Refinancing Amendment establishing any Term Loans and Other Revolving Credit Commitments, the Administrative Agent and each Letter of Credit L/C Issuer) , if applicable, shall have consented (not to be unreasonably withheld, delayed or conditioned) to such Lender’s or Additional Refinancing Lender’s providing any such Refinancing Commitments Term Loans or Other Revolving Credit Commitments, as applicable, to the extent such consent consent, if any, would be required under Section 13.6(b10.07(b) for an assignment of Loans or Commitments, as applicable, Working Capital Commitments to such Lender or Additional Refinancing Lender; provided, further(ii) with respect to Refinancing Term Loans, that any Affiliated Lender offered providing any 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 approached to provide all or a portion assignment to, such Affiliated Lender of Term Loans and (iii) none of the Refinancing Commitments Borrower, any Subsidiary of Borrower or any Affiliated Lenders may elect or decline, in its sole discretion, to provide a Refinancing CommitmentOther Revolving Credit Commitments), Credit Agreement Refinancing Indebtedness in respect of (a) all or any portion of any Class, as selected by the Borrower in its sole discretion, of Term Loans then outstanding under this Agreement or (b) all or any portion of the Revolving Credit Loans Loan (or unused Revolving Credit Commitments) then outstanding under this Agreement, in the form of (x) Refinancing Term Loans or Refinancing Term Loan Commitments or (y) Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments, as the case may be, in each case pursuant to a Refinancing Amendment; provided that such Refinancing Term Loans, Refinancing Term Loan Commitments, Refinancing Other Revolving Credit Commitments or Other Revolving Credit Loans and pursuant to a Refinancing Revolving Credit Commitments:Amendment. (b) The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 2.13(e)(iii) and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) will rank pari passu customary legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Closing Date other than changes to such legal opinion resulting from a change in right law, change in fact or change to counsel’s form of payment opinion reasonably satisfactory to the Administrative Agent and of security with the other Loans and Commitments hereunder; (ii) will have reaffirmation agreements and/or such pricing, premiums and optional prepayment terms amendments to the Collateral Documents as may be agreed reasonably requested by the Borrower Administrative Agent in order to ensure that such Credit Agreement Refinancing Indebtedness is provided with the benefit of the applicable Loan Documents. (c) Each issuance of Credit Agreement Refinancing Indebtedness under Section 2.14(a) shall be in an aggregate principal amount that is (x) not less than $17,500,000 and (y) an integral multiple of $500,000 in excess thereof. (d) Each of the parties hereto hereby agrees that this Agreement and the other Loan Documents may be amended pursuant to a Refinancing Amendment, without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto, and (ii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.14, and the Required Lenders thereof;hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment. (e) This Section 2.14 shall supersede any provisions in Section 2.12 or Section 10.01 to the contrary.

Refinancing Amendments. (a) At any time On one or more occasions after the Closing ClosingFourth Amendment Effective Date, the Borrower may obtain, from any Lenders Lender or any other bank, financial institution or other institutional lender or investor that agrees to provide any portion of Refinancing Term Loans or Other Revolving Credit Commitments pursuant to a Refinancing Amendment in accordance with this Section 2.15 (each, an “Additional Lenders Refinancing Lender”); provided that (provided, that i) the Administrative Agent (and, solely with respect to any Refinancing Amendment establishing any Revolving Credit Commitments, and each Letter of Credit Issuer) L/C Issuer shall have consented (not to be unreasonably withheld or delayed) to such Additional Lender’s or Additional Refinancing Lender’s making such Refinancing Term Loans or providing any Refinancing such Other Revolving Credit Commitments to the extent such consent consent, if any, would be required under Section 13.6(b10.07(b) for an assignment of Loans or Revolving Credit Commitments, as applicable, to such Lender or Additional Refinancing Lender, (ii) with respect to Refinancing Term Loans, any Affiliated Lender providing Refinancing Term Loans shall be subject to the same restrictions set forth in Section 10.07(1) as they would otherwise be subject to with respect to any purchase by or assignment to such Affiliated Lender of Term Loans and (iii) Affiliated Lenders may not provide Other Revolving Credit Commitments, or Other Revolving Credit Loans pursuant to a Refinancing Amendment and, with respect to any Refinancing Term Loans, any Additional Refinancing Lender that is an Affiliated Lender shall be subject to the provisions of Section 10.07(l), mutatis mutandis, to the same extent as if such Refinancing Term Loans and related Obligations had been obtained by such Additional Refinancing Lender by way of assignment; providedprovided further that, furthernotwithstanding anything to the contrary in this Section 2.15 or otherwise, that any Lender offered or approached to provide all or a portion (1) 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 (3) 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, (2) subject to the provisions of Section 2.03(n) to the extent dealing with 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 Lenders with Commitments in accordance with their percentage of the Revolving Credit Commitments (and except as provided in Section 2.03(n), without giving effect to changes thereto on an earlier maturity date with respect to Letters of Credit theretofore incurred or issued), (3) 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 Borrower shall be permitted to permanently repay and terminate commitments of any such Class on a better than a pro rata basis as compared to any other Class with a later maturity date than such Class and (4) 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. (b) The effectiveness of any Refinancing Commitments may elect or decline, Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in its sole discretionSection 4.02 and, to provide the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) customary legal opinions, board resolutions and officers’ certificates consistent with those delivered on the ClosingFourth Amendment Effective Date other than changes to such legal opinions resulting from a Refinancing Commitment)change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Credit Agreement Refinancing Indebtedness in respect of (a) all or any portion is provided with the benefit of the Term Loans then outstanding applicable Loan Documents. (c) Each issuance of Credit Agreement Refinancing Indebtedness under this Agreement or (bSection 2.15(a) all or any portion of the Revolving Credit Loans (or unused Revolving Credit Commitments) under this Agreement, shall be in the form of an aggregate principal amount that is (x) Refinancing Term Loans or Refinancing Term Loan Commitments or not less than $20,000,000 and (y) Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments, as an integral multiple of $1,000,000 in excess thereof. (d) Each of the case parties hereto hereby agrees that this Agreement and the other Loan Documents may be, in each case be amended pursuant to a Refinancing Amendment; provided that such Refinancing Term Loans, Refinancing Term Loan Commitmentswithout the consent of any other Lenders, Refinancing Revolving Credit Loans and Refinancing Revolving Credit Commitments: to the extent (but only to the extent) necessary to (i) will rank pari passu in right reflect the existence and terms of payment the Credit Agreement Refinancing Indebtedness incurred pursuant thereto and of security with the other Loans and Commitments hereunder; (ii) will have effect such pricing, premiums other amendments to this Agreement and optional prepayment terms the other Loan Documents as may be agreed by necessary or appropriate, in the Borrower reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.15, and the Required Lenders thereof;hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment. (e) This Section 2.15 shall supersede any provisions in Section 2.13 or 10.01 to the contrary.

Refinancing Amendments. (a) At any time On one or more occasions after the Closing 2021 Amendment Effective Date, the Borrower Borrowers may obtain, from any Lenders Lender or any other bank, financial institution or other institutional lender or investor that agrees to provide any portion of Credit Agreement Refinancing Indebtedness in the form of Refinancing Term Loans or Other Revolving Credit Commitments pursuant to a Refinancing Amendment in accordance with this Section 2.15 (each, an “Additional Lenders Refinancing Lender”) (provided, provided that the Administrative Agent (and, i) solely with respect to any Refinancing Amendment establishing any Other Revolving Credit CommitmentsCommitments and Other Revolving Credit Loans, the Administrative Agent, each Letter of Credit Issuer) Swing Line Lender and each L/C Issuer shall have consented (not to be unreasonably withheld or delayed) to such Lender’s or Additional Refinancing Lender’s providing any Refinancing such Other Revolving Credit Commitments to the extent such consent consent, if any, would be required under Section 13.6(b10.07(b) for an assignment of Loans or Commitments, as applicable, Revolving Credit Commitments to such Lender or Additional Refinancing Lender; provided, furtherunless such Lender or Additional Refinancing Lender is an existing Revolving Credit Lender or any Affiliate or Approved Fund of an existing Revolving Credit Lender, that (ii) with respect to Refinancing Term Loans, any Affiliated Lender offered providing Refinancing Term Loans shall be subject to the same restrictions set forth in Section 10.07(j) as they would otherwise be subject to with respect to any purchase by or approached assignment to such Affiliated Lender of Term Loans and (iii) Affiliated Lenders may not provide all or a portion of the Refinancing Commitments may elect or decline, in its sole discretion, to provide a Refinancing CommitmentOther Revolving Credit Commitments), Credit Agreement Refinancing Indebtedness in respect of (a) all or any portion of any Class, series or tranche, as selected by the Borrowers in their sole discretion without prejudice to Section 2.05(a)(i), of Term Loans then outstanding under this Agreement or (b) all or any portion of the Revolving Credit Loans (or unused Revolving Credit Commitments or Additional Facility Commitments) then outstanding under this Agreement, in the form of (x) Refinancing Term Loans or Loans, Refinancing Term Loan Commitments or (y) Refinancing Revolving Credit Loans or Refinancing Commitments, Other Revolving Credit Commitments, as the case may beor Other Revolving Credit Loans, in each case case, constituting Credit Agreement Refinancing Indebtedness pursuant to a Refinancing Amendment; provided that such Refinancing Term Loansnotwithstanding anything to the contrary in this Section 2.15 or otherwise, Refinancing Term Loan (A) the borrowing and repayment (except for (1) payments of interest and fees at different rates on Other Revolving Credit Commitments (and related outstandings), (2) repayments required upon the maturity date of the Other Revolving Credit Commitments, Refinancing (3) repayments made in connection with any refinancing of Other Revolving Credit Commitments and (4) repayment made in connection with a permanent repayment and termination of commitments (subject to clause (c) 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 (or, in the case of repayment, on a pro rata basis or less than pro rata basis) with all other Revolving Credit Commitments, (B) subject to the provisions of Section 2.03(m) and Section 2.04(g) to the extent dealing with Swing Line Loans and Letters of Credit which mature or expire after a maturity date when there exist Other Revolving Credit Commitments with a longer maturity date, all Swing Line Loans and Letters of Credit shall be participated on a pro rata basis by all Lenders with Commitments in accordance with their percentage of the Revolving Credit Commitments existing on the date such Other Revolving Credit Commitments are obtained (and except as provided in Section 2.03(m) and Section 2.04(g), without giving effect to changes thereto on an earlier maturity date with respect to Swing Line Loans and Letters of Credit theretofore incurred or issued), (C) the permanent repayment of Revolving Credit Loans with respect to, and Refinancing termination of, Other Revolving Credit Commitments:Commitments after the date of obtaining any Other Revolving Credit Commitments shall be made on a pro rata basis, less than pro rata basis or greater than pro rata basis with all other Revolving Credit Commitments and (D) assignments and participations of Other Revolving Credit Commitments and Other Revolving Credit Loans shall be governed by the same 95007615_1 assignment and participation provisions applicable to Revolving Credit Commitments and Revolving Credit Loans existing on the date such Other Revolving Credit Commitments are obtained. (b) The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.03 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) will rank pari passu customary legal opinions, board resolutions and officers’ certificates consistent with those delivered on the 2021 Amendment Effective Date other than changes to such legal opinion resulting from a change in right law, change in fact or change to counsel’s form of payment opinion reasonably satisfactory to the Administrative Agent and of security with the other Loans and Commitments hereunder; (ii) will have reaffirmation agreements and/or such pricing, premiums and optional prepayment terms amendments to the Collateral Documents as may be agreed reasonably requested by the Borrower Administrative Agent in order to ensure that such Credit Agreement Refinancing Indebtedness is provided with the benefit of the applicable Loan Documents. (c) Each Refinancing Series shall be in an aggregate principal amount that is not less than $1,000,000 in the case of an Other Revolving Credit Commitment and $15,000,000 in the case of a Refinancing Term Commitment; provided that such amounts may be less than $1,000,000 and $15,000,000, respectively, if such amount is equal to (i) the entire outstanding principal amount of the Refinanced Debt that is in the form of Revolving Credit Commitments or (ii) the entire principal amount of Refinanced Debt that is in the form of Term Loans. (d) Each of the parties hereto hereby agrees that this Agreement, the other Loan Documents and the Proceeds Loan Finance Documents may be amended pursuant to a Refinancing Amendment, without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness Incurred pursuant thereto, (ii) make such other changes to this Agreement, the other Loan Documents and the Proceeds Loan Finance Documents consistent with the provisions and intent of the third paragraph of Section 10.01 (without the consent of the Required Lenders thereof;called for therein) and (iii) effect such other amendments to this Agreement, the other Loan Documents and the Proceeds Loan Finance Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the applicable Borrowers, to effect the provisions of this Section 2.15, and the Required Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment. (e) This Section 2.15 shall supersede any provisions in Section 2.13 or Section 10.01 to the contrary. (f) Notwithstanding anything in this Agreement to the contrary, nothing in this Section 2.15 will be construed to limit the provisions of Section 2.14 or the ability to Incur Indebtedness, including Refinancing Indebtedness, under Section 4.09 of Annex II.

Refinancing Amendments. (a) At any time after the Closing DateOn one or more occasions, the Borrower may obtain, from any Lenders 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 2.08 (each, an “Additional Lenders Refinancing Lender”) (provided, provided that (i) the Administrative Agent (and, solely with respect to any Refinancing Amendment establishing any Revolving Credit Commitments, each Letter of Credit Issuer) shall have consented (not to be unreasonably withheld or delayed) to such Additional Lender’s providing any or Additional Refinancing Commitments Lender’s making such Refinancing Loans to the extent such consent consent, if any, would be required under Section 13.6(b12.04(b) for an assignment of Loans or Commitments, as applicable, to such Lender or Additional Lender; provided, further, that Refinancing Lender and (ii) any Affiliated Lender offered providing an Refinancing Loans shall be subject to the same restrictions set forth in Section 12.04(f) as they would otherwise be subject to with respect to any purchase by or approached assignment to provide all or a portion such Affiliated Lender of the Refinancing Commitments may elect or decline, in its sole discretion, to provide a Refinancing Commitment), Loans) Credit Agreement Refinancing Indebtedness in respect of (a) all or any portion of the Term any Loans then outstanding under this Agreement or (b) all or any portion of the Revolving Credit Loans (or unused Revolving Credit Commitments) under this Agreement, in the form of Refinancing Loans. (xb) Each issuance of Credit Agreement Refinancing Term Loans or Refinancing Term Indebtedness under Section 2.08(a) shall be in an aggregate principal amount that is (i) not less than $25,000,000 and (ii) an integral multiple of $1,000,000 in excess thereof. (c) Each of the parties hereto hereby agrees that this Agreement and the other Loan Commitments or (y) Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments, as the case Documents may be, in each case be amended pursuant to a Refinancing Amendment; provided that such Refinancing Term Loans, Refinancing Term Loan Commitmentswithout the consent of any other Lenders, Refinancing Revolving Credit Loans and Refinancing Revolving Credit Commitments: to the extent (but only to the extent) necessary to (i) will rank pari passu in right reflect the existence and terms of payment the Credit Agreement Refinancing Indebtedness incurred pursuant thereto and of security with the other Loans and Commitments hereunder; (ii) will have make such pricing, premiums other changes to this Agreement and optional prepayment terms the other Loan Documents consistent with the provisions and intent of the last paragraph of Section 12.02 (without the consent of the Majority Lenders) and (iii) effect such other amendments to this Agreement and the other Loan Documents as may be agreed by necessary or appropriate, in the Borrower reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.08, and the Majority Lenders thereof;hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment.

Refinancing Amendments. (a) At any time after the Closing Original Effective Date, the Borrower may obtain, from any Lenders Lender or any Additional Lenders (provided, that the Administrative Agent (and, solely with respect to any Refinancing Amendment establishing any Revolving Credit Commitments, each Letter of Credit Issuer) shall have consented to such Additional Lender’s providing any Refinancing Commitments to the extent such consent would be required under Section 13.6(b) for an assignment of Loans or Commitments, as applicable, to such Additional Lender; provided, further, that any Lender offered or approached to provide all or a portion of the Refinancing Commitments may elect or decline, in its sole discretion, to provide a Refinancing Commitment)other Eligible Assignee, Credit Agreement Refinancing Indebtedness in respect of (a) all or any portion of the Term Loans then outstanding under this Agreement or (b) all or any portion of the Revolving Credit Loans (or unused Revolving Credit Commitments) under this Agreement, Debt in the form of (x) Refinancing Term Loans Other Advances or Refinancing Term Loan Other Commitments or (y) Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments, as the case may be, in each case pursuant to a Refinancing Amendment; provided . Any Other Advances may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments hereunder, as specified in the applicable Refinancing Amendment. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 3.02 and, solely to the extent that such the applicable Credit Agreement Refinancing Term LoansDebt is to be secured and to the extent reasonably requested by the Administrative Agent, Refinancing Term Loan Commitments, Refinancing Revolving Credit Loans receipt by the Administrative Agent of amendments to the Collateral Documents (or replacements thereof as contemplated by the final paragraph of each of Section 5.01(h) and Refinancing Revolving Credit Commitments: (i5.01(j)) will rank pari passu in right of payment and of security with the other Loans and Commitments hereunder; (ii) will have such pricing, premiums and optional prepayment terms as may be agreed requested by the Borrower Collateral Agent (which shall not require any consent from any Lender) in order to ensure that such Credit Agreement Refinancing Debt is provided with the benefit of the applicable Collateral Documents, together with customary legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements generally consistent with those delivered on the Original Effective Date under Section 3.01. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Credit Agreement Refinancing Debt incurred pursuant thereto (including any amendments necessary to treat the Advances and Commitments subject thereto as Other Advances and/or Other Commitments). Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the Lenders thereof;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 2.19. This Section 2.19 shall supersede any provisions in Section 2.06, 2.13 or 9.01 to the contrary.

Refinancing Amendments. (a) At any time On one or more occasions after the Closing Effective Date, the Borrower Borrowers may obtain, from any Lenders Lender or any other bank, financial institution or other institutional lender or investor that agrees to provide any portion of Credit Agreement Refinancing Indebtedness in the form of Refinancing Term Loans or Other Revolving Credit Commitments pursuant to a Refinancing Amendment in accordance with this ‎Section 2.15 (each, an “Additional Lenders Refinancing Lender”) (provided, provided that the Administrative Agent (and, i) solely with respect to any Refinancing Amendment establishing any Other Revolving Credit CommitmentsCommitments and Other Revolving Credit Loans, the Administrative Agent, each Letter of Credit Issuer) Swing Line Lender and each L/C Issuer shall have consented (not to be unreasonably withheld or delayed) to such Lender’s or Additional Refinancing Lender’s providing any Refinancing such Other Revolving Credit Commitments to the extent such consent consent, if any, would be required under Section 13.6(b10.07(b) for an assignment of Loans or Commitments, as applicable, Revolving Credit Commitments to such Lender or Additional Refinancing Lender; provided, furtherunless such Lender or Additional Refinancing Lender is an existing Revolving Credit Lender or any Affiliate or Approved Fund of an existing Revolving Credit Lender, that (ii) with respect to Refinancing Term Loans, any Affiliated Lender offered providing Refinancing Term Loans shall be subject to the same restrictions set forth in ‎Section 10.07(j) as they would otherwise be subject to with respect to any purchase by or approached assignment to such Affiliated Lender of Term Loans and (iii) Affiliated Lenders may not provide all or a portion of the Refinancing Commitments may elect or decline, in its sole discretion, to provide a Refinancing CommitmentOther Revolving Credit Commitments), Credit Agreement Refinancing Indebtedness in respect of (a) all or any portion of any Class, series or tranche, as selected by the Borrowers in their sole discretion without prejudice to Section 2.05(a)(i), of Term Loans then outstanding under this Agreement or (b) all or any portion of the Revolving Credit Loans (or unused Revolving Credit Commitments or Additional Facility Commitments) then outstanding under this Agreement, in the form of (x) Refinancing Term Loans or Loans, Refinancing Term Loan Commitments or (y) Refinancing Revolving Credit Loans or Refinancing Commitments, Other Revolving Credit Commitments, as the case may beor Other Revolving Credit Loans, in each case case, constituting Credit Agreement Refinancing Indebtedness pursuant to a Refinancing Amendment; provided that such Refinancing Term Loansnotwithstanding anything to the contrary in this ‎Section 2.15 or otherwise, Refinancing Term Loan (A) the borrowing and repayment (except for (1) payments of interest and fees at different rates on Other Revolving Credit Commitments (and related outstandings), (2) repayments required upon the maturity date of the Other Revolving Credit Commitments, Refinancing (3) repayments made in connection with any refinancing of Other Revolving Credit Commitments and (4) repayment made in connection with a permanent repayment and termination of commitments (subject to clause ‎(c) 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 (or, in the case of repayment, on a pro rata basis or less than pro rata basis) with all other Revolving Credit Commitments, (B) subject to the provisions of ‎Section 2.03(m) and ‎Section 2.04(g) to the extent dealing with Swing Line Loans and Letters of Credit which mature or expire after a maturity date when there exist Other Revolving Credit Commitments with a longer maturity date, all Swing Line Loans and Letters of Credit shall be participated on a pro rata basis by all Lenders with Commitments in accordance with their percentage of the Revolving Credit Commitments existing on the date such Other Revolving Credit Commitments are obtained (and except as provided in ‎Section 2.03(m) and ‎Section 2.04(g), without giving effect to changes thereto on an earlier maturity date with respect to Swing Line Loans and Letters of Credit theretofore incurred or issued), (C) the permanent repayment of Revolving Credit Loans with respect to, and Refinancing termination of, Other Revolving Credit Commitments:Commitments after the date of obtaining any Other Revolving Credit Commitments shall be made on a pro rata basis, less than pro rata basis or greater than pro rata basis with all other Revolving Credit Commitments and (D) 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 existing on the date such Other Revolving Credit Commitments are obtained. (b) The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in ‎Section 4.03 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) will rank pari passu customary legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Effective Date other than changes to such legal opinion resulting from a change in right law, change in fact or change to counsel’s form of payment opinion reasonably satisfactory to the Administrative Agent and of security with the other Loans and Commitments hereunder; (ii) will have reaffirmation agreements and/or such pricing, premiums and optional prepayment terms amendments to the Collateral Documents as may be agreed reasonably requested by the Borrower Administrative Agent in order to ensure that such Credit Agreement Refinancing Indebtedness is provided with the benefit of the applicable Loan Documents. (c) Each Refinancing Series shall be in an aggregate principal amount that is not less than $1,000,000 in the case of an Other Revolving Credit Commitment and $15,000,000 in the case of a Refinancing Term Commitment; provided that such amounts may be less than $1,000,000 and $15,000,000, respectively, if such amount is equal to (i) the entire outstanding principal amount of the Refinanced Debt that is in the form of Revolving Credit Commitments or (ii) the entire principal amount of Refinanced Debt that is in the form of Term Loans. (d) Each of the parties hereto hereby agrees that this Agreement, the other Loan Documents and the Proceeds Loan Finance Documents may be amended pursuant to a Refinancing Amendment, without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness Incurred pursuant thereto, (ii) make such other changes to this Agreement, the other Loan Documents and the Proceeds Loan Finance Documents consistent with the provisions and intent of the third paragraph of ‎Section 10.01 (without the consent of the Required Lenders thereof;called for therein) and (iii) effect such other amendments to this Agreement, the other Loan Documents and the Proceeds Loan Finance Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the applicable Borrowers, to effect the provisions of this ‎Section 2.15, and the Required Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment. (e) This ‎Section 2.15 shall supersede any provisions in ‎Section 2.13 or Section ‎10.01 to the contrary. (f) Notwithstanding anything in this Agreement to the contrary, nothing in this Section 2.15 will be construed to limit the provisions of Section 2.14 or the ability to Incur Indebtedness, including Refinancing Indebtedness, under Section 4.09 of Annex II.

Refinancing Amendments. (a) At any time after the Closing Date, the Borrower may obtain, obtain from any Lenders existing Lender or any Additional Lenders (provided, that other Person reasonably satisfactory to the Borrower and the Administrative Agent (and, solely with respect to any Refinancing Amendment establishing any Revolving Credit Commitments, each Letter of Credit Issuer) shall have consented to such Additional Lender’s providing any Refinancing Commitments to the extent such consent would be required under Section 13.6(b9.04(b)(i)) for (any such existing Lender or other Person being called an assignment of Loans or Commitments, as applicable, to such “Additional Refinancing Lender; provided, further, that any Lender offered or approached to provide all or a portion of the Refinancing Commitments may elect or decline, in its sole discretion, to provide a Refinancing Commitment”), Credit Agreement Refinancing Indebtedness in respect of (a) all or any portion of the Term Loans then outstanding under this Agreement or (b) all or which for purposes of this Section 2.21 will be deemed to include any portion of the Revolving Credit then outstanding Other Term Loans (or unused Revolving Credit Commitments) under this Agreementconstituting Term Loans), in the form of (x) Refinancing Other Term Loans Loans, Other Term Commitments, or Refinancing Term Loan Commitments or (y) Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments, as the case may beNotes, in each case pursuant to a Refinancing Amendment; provided that such Refinancing Term Loans, Refinancing Term Loan Commitments, Refinancing Revolving Credit Loans and Refinancing Revolving Credit Commitments: (i) will such Credit Agreement Refinancing Indebtedness shall (A) rank pari passu or junior in right of payment and of security with the other Loans and Commitments hereunder; hereunder and (B) if secured, be secured by Liens on the Collateral ranking pari passu with, or junior to, the Liens securing the Secured Obligations and the holders of such Indebtedness shall have become party to a Customary Intercreditor Agreement with the Administrative Agent or shall be unsecured, (ii) will such Credit Agreement Refinancing Indebtedness shall have such pricing, interest, fees, premiums and optional prepayment and redemption terms as may be agreed by the Borrower and the Additional Refinancing Lenders thereof;, (iii) to the extent secured, such Credit Agreement Refinancing Indebtedness shall only be secured by assets consisting of (or, substantially concurrently with the grant of such Lien in connection with such Credit Agreement Refinancing Indebtedness, also become) Collateral, (iv) any Credit Agreement Refinancing Indebtedness may provide for the ability to participate on a pro rata basis or less than pro rata basis in any mandatory prepayments with the Initial Term Loans, but shall not provide for the ability to participate on a greater than pro rata basis, (v) such Credit Agreement Refinancing Indebtedness satisfies the requirements set forth in clauses (i) through (v) of the definition of “Credit Agreement Refinancing Indebtedness”, and (vi) if such Credit Agreement Refinancing Indebtedness is junior in right of payment the Administrative Agent and/or the Administrative Agent acting on behalf of the holders of such Indebtedness shall have become party to a customary subordination agreement in form and substance reasonably satisfactory to the Administrative Agent. The effectiveness of any Refinancing Amendment shall be subject to such express conditions as are mutually agreed with the participating Additional Refinancing Lenders. Each Class of Credit Agreement Refinancing Indebtedness (other than in connection with an extension of the maturity of Term Loans) incurred under this Section 2.21 shall be in an integral multiple of $500,000 and be in an aggregate principal amount that is not less than $1,000,000; provided that such amount may be less than $1,000,000 if such amount represents all the remaining availability under the aggregate principal amount of Credit Agreement Refinancing Indebtedness set forth above. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary or reasonably advisable 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 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 reasonably advisable or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.21. This Section 2.21 shall supersede any provisions in Section 2.18 and Section 9.02 to the contrary.

Refinancing Amendments. 158 (a) At any time On one or more occasions after the Closing Date, the Borrower may obtain, from any Lenders Lender or any other bank, financial institution or other institutional lender or investor that agrees to provide any portion of Refinancing Term Loans or Other Revolving Credit Commitments pursuant to a Refinancing Amendment in accordance with this ‎Section 2.15 (each, an “Additional Lenders Refinancing Lender”) (provided, provided that the Administrative Agent (and, i) solely with respect to any Refinancing Amendment establishing any Other Revolving Credit Commitments, the Administrative Agent, each Letter of Credit Swing Line Lender and each L/C Issuer) , if applicable, shall have consented (not to be unreasonably withheld or delayed) to such Lender’s or Additional Refinancing Lender’s providing any Refinancing such Other Revolving Credit Commitments to the extent such consent consent, if any, would be required under Section 13.6(b10.07(b) for an assignment of Loans or Commitments, as applicable, Revolving Credit Commitments to such Lender or Additional Refinancing Lender; provided, further(ii) with respect to Refinancing Term Loans, that any Affiliated Lender offered 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 approached assignment to such Affiliated Lender of Term Loans and (iii) Affiliated Lenders may not provide all or a portion of the Refinancing Commitments may elect or decline, in its sole discretion, to provide a Refinancing CommitmentOther Revolving Credit Commitments), Credit Agreement Refinancing Indebtedness in respect of (a) all or any portion of any Class, as selected by the Borrower in its sole discretion, of Term Loans then outstanding under this Agreement or (b) all or any portion of the Revolving Credit Loans (or unused Revolving Credit CommitmentsCommitments in respect thereof) then outstanding under this Agreement, in the form of (x) Refinancing Term Loans or Loans, Refinancing Term Loan Commitments or (y) Refinancing Revolving Credit Loans or Refinancing Commitments, Other Revolving Credit Commitments, as the case may be, in each case or Other Revolving Credit Loans pursuant to a Refinancing Amendment; provided that such Refinancing Term Loansnotwithstanding anything to the contrary in this ‎Section 2.15 or otherwise, Refinancing Term Loan (1) 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 ‎(3) 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, Refinancing (2) subject to the provisions of ‎Section 2.03(n) and ‎Section 2.04(g) to the extent dealing with Swing Line Loans and Letters of Credit which mature or expire after a maturity date when there exist Other Revolving Credit Commitments with a longer maturity date, all Swing Line Loans and Letters of Credit shall be participated on a pro rata basis by all Lenders with Commitments in accordance with their percentage of the Commitments in respect of Revolving Credit Loans (and Refinancing except as provided in ‎Section 2.03(n) and ‎Section 2.04(g), without giving effect to changes thereto on an earlier maturity date with respect to Swing Line Loans and Letters of Credit theretofore incurred or issued), (3) the permanent repayment of Revolving Credit Commitments: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 Commitments in respect of Revolving Credit Loans, except that the Borrower shall be permitted to permanently repay and terminate commitments of any such Class on a better than a pro rata basis as compared to any other Class with a later maturity date than such Class and (4) 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. (b) The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in ‎Section 4.02 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) will rank pari passu customary legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Closing Date other than changes to such legal opinion resulting from a change in right law, change in fact or change to counsel’s form of payment opinion reasonably satisfactory to the Administrative Agent and of security with the other Loans and Commitments hereunder; (ii) will have reaffirmation agreements and/or such pricing, premiums and optional prepayment terms amendments to the Collateral Documents as may be agreed reasonably requested by the Borrower Administrative Agent in order to ensure that such Credit Agreement Refinancing Indebtedness is provided with the benefit of the applicable Loan Documents. (c) Each issuance of Credit Agreement Refinancing Indebtedness under ‎Section 2.15(a) shall be in an aggregate principal amount that is (x) not less than $10,000,000 and (y) an integral multiple of $1,000,000 in excess thereof. (d) Each of the parties hereto hereby agrees that this Agreement and the other Loan Documents may be amended pursuant to a Refinancing Amendment, without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto and (ii) make such other changes to this Agreement and the other Loan Documents consistent with the provisions and intent of the third paragraph of ‎Section 10.01 (without the consent of the Required Lenders thereof;called for therein) and (iii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this ‎Section 2.15, and the Required Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment. (e) This ‎Section 2.15 shall supersede any provisions in ‎Section 2.13 or ‎10.01 to the contrary.

Refinancing Amendments. (a) At any time On one or more occasions after the Closing RestatementAmendment No. 5 Effective Date, the Borrower may obtain, from any Lenders Lender or any other bank, financial institution or other institutional lender or investor that agrees to provide any portion of Refinancing Term Loans or Other Revolving Credit Commitments pursuant to a Refinancing Amendment in accordance with this Section 2.15 (each, an “Additional Lenders Refinancing Lender”) (provided, provided that (i) the Administrative Agent (and, solely with respect to any Refinancing Amendment establishing any Revolving Credit CommitmentsAgent, each Letter of Credit Issuer) Swing Line Lender and each L/C Issuer shall have consented (not to be unreasonably withheld or delayed) to such Additional Lender’s or Additional Refinancing Lender’s making such Refinancing Term Loans or providing any Refinancing such Other Revolving Credit Commitments to the extent such consent consent, if any, would be required under Section 13.6(b10.07(b) for an assignment of Loans or Revolving Credit Commitments, as applicable, to such Lender or Additional Refinancing Lender; provided, further(ii) with respect to Refinancing Term Loans, that any Affiliated Lender offered 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 approached assignment to such Affiliated Lender of Term Loans and (iii) Affiliated Lenders may not provide all or a portion of the Refinancing Commitments may elect or decline, in its sole discretion, to provide a Refinancing CommitmentOther Revolving Credit Commitments), Credit Agreement Refinancing Indebtedness in respect of (a) all or any portion of the any Class of Term Loans then outstanding under this Agreement or (b) all or any portion of the Revolving Credit Loans (or unused Revolving Credit Commitments) then outstanding under this Agreement, in the form of (x) Refinancing Term Loans or Loans, Refinancing Term Loan Commitments or (y) Refinancing Revolving Credit Loans or Refinancing Commitments, Other Revolving Credit Commitments, as the case may be, in each case or Other Revolving Credit Loans pursuant to a Refinancing Amendment; provided that such Refinancing Term Loansnotwithstanding anything to the contrary in this Section 2.15 or otherwise, Refinancing Term Loan (1) 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 (3) 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, Refinancing (2) subject to the provisions of Section 2.03(n) and Section 2.04(g) to the extent dealing with Swing Line Loans and Letters of Credit which mature or expire after a maturity date when there exist Other Revolving Credit Commitments with a longer maturity date, all Swing Line Loans and Letters of Credit shall be participated on a pro rata basis by all Lenders with Commitments in accordance with their percentage of the Revolving Credit Commitments (and except as provided in Section 2.03(n) and Section 2.04(g), without giving effect to changes thereto on an earlier maturity date with respect to Swing Line Loans and Letters of Credit theretofore incurred or issued), (3) the permanent repayment of Revolving Credit Loans with respect to, and Refinancing 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 Borrower shall be permitted to permanently repay and terminate commitments of any such Class on a better than a pro rata basis as compared to any other Class with a later maturity date than such Class and (4) 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. (b) The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) will rank pari passu customary legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Closing Date other than changes to such legal opinion resulting from a change in right law, change in fact or change to counsel’s form of payment opinion reasonably satisfactory to the Administrative Agent and of security with the other Loans and Commitments hereunder; (ii) will have reaffirmation agreements and/or such pricing, premiums and optional prepayment terms amendments to the Collateral Documents as may be agreed reasonably requested by the Borrower Administrative Agent in order to ensure that such Credit Agreement Refinancing Indebtedness is provided with the benefit of the applicable Loan Documents. (c) Each issuance of Credit Agreement Refinancing Indebtedness under Section 2.15(a) shall be in an aggregate principal amount that is (x) not less than $10,000,000 and (y) an integral multiple of $1,000,000 in excess thereof. (d) Each of the parties hereto hereby agrees that this Agreement and the other Loan Documents may be amended pursuant to a Refinancing Amendment, without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto and (ii) make such other changes to this Agreement and the other Loan Documents consistent with the provisions and intent of the third paragraph of Section 10.01 (without the consent of the Required Lenders thereof;called for therein) and (iii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.15, and the Required Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment. (e) This Section 2.15 shall supersede any provisions in Section 2.13 or 10.01 to the contrary.

Refinancing Amendments. (a) At any time after the Closing Date, the Borrower may obtain, from any Lenders or any Additional Lenders (provided, that the Administrative Agent (and, solely with respect to any Refinancing Amendment establishing any Revolving Credit Commitments, each Letter of Credit Issuer) shall have consented to such Additional Lender’s providing any Refinancing Commitments to the extent such consent would be required under Section 13.6(b) for an assignment of Loans or Commitments, as applicable, to such Additional Lender; provided, further, that any Lender offered or approached to provide all or a portion of the Refinancing Commitments may elect or decline, in its sole discretion, to provide a Refinancing Commitment), obtain Credit Agreement Refinancing Indebtedness in respect of (a) all or any portion of the Term Loans and the Revolving Loans (or unused Revolving Commitments) 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 Other Revolving Credit Loans (or unused Revolving Credit Commitments) under this AgreementLoans), in the form of (x) Refinancing Other Term Loans, Other Term Loan Commitments, Other Revolving Loans or Refinancing Term Loan Other Revolving Commitments or (y) Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments, as the case may be, in each case pursuant to a Refinancing Amendment; provided that such Refinancing Term Loansthat, Refinancing Term Loan notwithstanding anything to the contrary in this Section 2.15 or otherwise, (1) the borrowing and repayment (except for (A) payments of interest and fees at different rates on Other Revolving Commitments (and related outstanding), (B) repayments required upon the maturity date of the Other Revolving Commitments or any other Tranche of Revolving Commitments and (C) repayment made in connection with a permanent repayment and termination of commitments (subject to clause (2) 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 (subject to clauses (2) and (3) below), (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 Borrower shall be permitted to permanently repay and terminate commitments of any Class with an earlier maturity date on a better than a pro rata basis as compared to any other Class with a later maturity date than such Class and (3) assignments and participations of Other Revolving Commitments and Other Revolving Loans shall be governed by the same assignment and participation provisions applicable to other Revolving Commitments and Revolving Loans. Each issuance of Credit Agreement Refinancing Revolving Indebtedness under this Section 2.15(a) shall be in an aggregate principal amount that is (x) not less than $5.0 million and (y) an integral multiple of $1.0 million in excess thereof. (b) The effectiveness of any such Credit Loans and Agreement Refinancing Revolving Credit Commitments: Indebtedness shall subject to the consent required pursuant to Section 2.15(d), be subject solely to the satisfaction of the following conditions to the reasonable satisfaction of Administrative Agent: (i) any Credit Agreement Refinancing Indebtedness in respect of Revolving Commitments or Other Revolving Commitments will rank pari passu have a maturity date that is not prior to the maturity date of the Revolving Loans (or unused Revolving Commitments) being refinanced; (ii) any Credit Agreement Refinancing Indebtedness in right respect of Term Loans will have a maturity date that is not prior to the maturity date of, and a Weighted Average Life to Maturity that is not shorter than the Weighted Average Life to Maturity of, the Term Loans being refinanced (determined without giving effect to the impact of prepayments on amortization of Term Loans being refinanced); (iii) the aggregate principal amount of any Credit Agreement Refinancing Indebtedness shall not exceed the principal amount so refinanced, plus, accrued interest, plus, any premium or other payment required to be paid in connection with such refinancing, plus, the amount of reasonable and customary fees and expenses of security Borrower or any of its Restricted Subsidiaries incurred in connection with such refinancing, plus, any unutilized commitments thereunder; (iv) to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent and the Lenders of customary legal opinions and other documents; (v) to the extent reasonably requested by the Administrative Agent, execution of amendments to the Mortgages by the applicable Credit Parties and Collateral Agent, in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent; (vi) to the extent reasonably requested by the Administrative Agent, delivery to the Administrative Agent of title insurance endorsements reasonably satisfactory to the Administrative Agent; and (vii) execution of a Refinancing Amendment by the Credit Parties, Administrative Agent and Lenders providing such Credit Agreement Refinancing Indebtedness. (c) The Loans and Commitments hereunder;established pursuant to this Section 2.15 shall constitute Loans and Commitments under, and shall be entitled to all the benefits afforded by, this Agreement and the other Credit Documents, and shall, without limiting the foregoing, benefit equally and ratably from the Guarantees and security interests created by the Security Documents. The Credit Parties shall take any actions reasonably required by Administrative Agent to ensure and/or demonstrate that the Lien and security interests granted by the Security Documents continue to secure all the Obligations and continue to be perfected under the UCC or otherwise after giving effect to the applicable Refinancing Amendment. (iid) will have Upon the effectiveness of any Refinancing Amendment pursuant to this Section 2.15, any Person providing the corresponding Credit Agreement Refinancing Indebtedness that was not a Lender hereunder immediately prior to such pricingtime shall, premiums subject to consent of each L/C Lender in the case of Other Revolving Loans or Other Revolving Commitments, become a Lender hereunder. Administrative Agent shall promptly notify each Lender as to the effectiveness of such Refinancing Amendment, and optional prepayment terms as may (i) in the case any Other Revolving Commitments resulting from such Refinancing Amendment, the Total Revolving Commitments under, and for all purpose of this Agreement, shall be agreed increased by the Borrower and the Lenders thereof;aggregate amount of such Other Revolving Commitments (net of any existing Revolving Commitments being refinanced by such Refinancing Amendment),

Refinancing Amendments. (a) At any time after the Closing Effective Date, the Borrower may obtain, from any Lenders Lender or any Additional Lenders (provided, that the Administrative Agent (and, solely with respect to any Refinancing Amendment establishing any Revolving Credit Commitments, each Letter of Credit Issuer) shall have consented to such Additional Lender’s providing any Refinancing Commitments to the extent such consent would be required under Section 13.6(b) for an assignment of Loans or Commitments, as applicable, to such Additional Lender; provided, further, that any Lender offered or approached to provide all or a portion of the Refinancing Commitments may elect or decline, in its sole discretion, to provide a Refinancing Commitment)other Eligible Assignee, Credit Agreement Refinancing Indebtedness in respect of (a) all or any portion of the Term Loans then outstanding under this Agreement or (b) all or any portion of the Revolving Credit Loans (or unused Revolving Credit Commitments) under this Agreement, Debt in the form of (x) Refinancing Term Loans Other Advances or Refinancing Term Loan Other Commitments or (y) Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments, as the case may be, in each case pursuant to a Refinancing Amendment; provided that such . Any Other Advances may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments hereunder, as specified in the applicable Refinancing Term LoansAmendment. 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 3.02 and, Refinancing Term Loan Commitmentsto the extent reasonably requested by the Administrative Agent, Refinancing Revolving Credit Loans and Refinancing Revolving Credit Commitments: (i) will rank pari passu in right receipt by the Administrative Agent of payment and of security with amendments to the other Loans and Commitments hereunder; (ii) will have such pricing, premiums and optional prepayment terms Collateral Documents as may be agreed requested by the Borrower Collateral Agent (which shall not require any consent from any Lender) in order to ensure that such Credit Agreement Refinancing Debt is provided with the benefit of the applicable Collateral Documents, together with customary legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements generally consistent with those delivered on the Effective Date under Section 3.01. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Credit Agreement Refinancing Debt incurred pursuant thereto (including any amendments necessary to treat the Advances and Commitments subject thereto as Other Advances and/or Other Commitments). Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the Lenders thereof;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 2.19. This Section 2.19 shall supersede any provisions in Section 2.06, 2.13 or 9.01 to the contrary.

Refinancing Amendments. (a) At any time after the Closing Date, the a. Borrower may obtain, from any Lenders Lender or any other bank, financial institution or other institutional lender or investor that agrees to provide any portion of Refinancing Term Loans, Refinancing Term Commitments, Refinancing Revolving Loans or Refinancing Revolving Commitments pursuant to a Refinancing Amendment in accordance with this Section 2.21 (each, an “Additional Lenders Refinancing Lender”) (provided, provided that (i) the Administrative Agent (and, solely with respect to any Refinancing Amendment establishing any Revolving Credit CommitmentsAgent, each Letter of Credit Issuer) Swingline Lender and each Issuing Bank shall have consented to such Additional Lender’s providing any or Additional Refinancing Lender’s making such Refinancing Term Loans, Refinancing Revolving Loans or Refinancing Revolving Commitments to the extent such consent consent, if any, would be required under Section 13.6(b10.04(b) for an assignment of Term Loans or Revolving Commitments, as applicable, to such Lender or Additional Refinancing Lender; provided, further(ii) with respect to Refinancing Term Loans, that any Affiliated Lender offered providing any Refinancing Term Loans shall be subject to the same restrictions set forth in Section 10.04(h) as they would otherwise be subject to with respect to any purchase by or approached assignment to such Affiliated Lender of Term Loans, and (iii) Affiliated Lenders may not provide all or a portion of the Refinancing Commitments may elect or decline, in its sole discretion, to provide a Refinancing CommitmentRevolving Commitments), Credit Agreement Refinancing Indebtedness in respect of (a) all or any portion of the any Class of Term Loans or Revolving Loans (or unused Revolving Commitments) then outstanding under this Agreement or (bwhich for purposes of this clause (a) all or will be deemed to include any portion of the then outstanding Refinancing Term Loans, Refinancing Revolving Credit Loans (or unused Incremental Term Loans and/or Incremental Revolving Credit Commitments) under this AgreementLoans), in the form of (x) Refinancing Term Loans or Loans, Refinancing Term Loan Commitments or (y) Commitments, Refinancing Revolving Credit Loans Commitments, or Refinancing Revolving Credit Commitments, as the case may beLoans, in each case case, pursuant to a Refinancing Amendment; provided that notwithstanding anything to the contrary in this Section 2.21 or otherwise, (1) the borrowing and repayment (except for (A) payments of interest and fees at different rates on Refinancing Revolving Commitments (and related outstandings), (B) repayments required upon the maturity date of the Refinancing 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 Refinancing Revolving Commitments after the date of obtaining any Refinancing Revolving Commitments shall be made on a pro rata basis with all Refinancing Revolving Commitments, (2) subject to the provisions of Section 2.17(e) and Section 2.18(n) to the extent dealing with Swingline Loans and Letters of Credit which mature or expire after a maturity date when there exist Refinancing Revolving Commitments with a longer maturity date, all Swingline Loans and Letters of Credit shall be participated on a pro rata basis by all Lenders with Commitments in accordance with their percentage of the Revolving Commitments (and except as provided in Section 2.17(e) and Section 2.18(n), without giving effect to changes thereto on an earlier maturity date with respect to Swingline Loans and Letters of Credit theretofore incurred or issued), (3) the permanent repayment of Revolving Loans with respect to, and termination of, Refinancing Revolving Commitments after the date of obtaining any Refinancing Revolving Commitments shall be made on a pro rata basis with all Refinancing Revolving Commitments, except that Borrower shall be permitted to permanently repay and terminate commitments of any such Class on a better than a pro rata basis as compared to any other Class with a later maturity date than such Class and (4) assignments and participations of Refinancing Revolving Commitments and Refinancing Revolving Loans shall be governed by the same assignment and participation provisions applicable to Revolving Commitments and Revolving Loans. b. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) customary legal opinions, board resolutions and officers’ certificates substantially consistent with those delivered on the Closing Date 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 Indebtedness is provided with the benefit of the applicable Loan Documents. c. Each Class of Credit Agreement Refinancing Indebtedness incurred under this Section 2.21 shall be in an aggregate principal amount that is not less than (x) $10,000,000 in the case of Refinancing Term Loans an integral multiple of $1,000,000 in excess thereof and (y) $3,000,000 in the case of Refinancing Revolving Commitments or Refinancing Revolving Loans and an integral multiple of $1,000,000 in excess thereof. Any Refinancing Amendment may provide for the issuance of Letters of Credit for the account of Borrower, or the provision to Borrower of Swingline Loans, pursuant to any Refinancing Revolving Commitments established thereby, in each case on terms substantially equivalent to the terms applicable to Letters of Credit and Swingline Loans under the Class of Revolving Commitments to be refinanced; provided that terms relating to pricing, fees or premiums may vary to the extent otherwise permitted by this Section 2.21 and set forth in such Refinancing Amendment. d. Each of the parties hereto hereby agrees that this Agreement and the other Loan Documents may be amended pursuant to a Refinancing Amendment, without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Refinancing Term Loans, Refinancing Term Loan CommitmentsRevolving Loans, Refinancing Revolving Credit Loans Commitments and/or Refinancing Term Commitments) and Refinancing Revolving Credit Commitments: (i) will rank pari passu in right of payment and of security with the other Loans and Commitments hereunder; (ii) will have effect such pricing, premiums other amendments to this Agreement and optional prepayment terms the other Loan Documents as may be agreed by necessary or appropriate, in the Borrower reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.21, and the Required Lenders thereof;hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment. e. This Section 2.21 shall supersede any provisions in Section 2.14 or Section 10.02 to the contrary; provided that, notwithstanding the foregoing, the provisions of Section 10.02(b)(xiii), (xiv) and (xv) shall continue to inure to the benefit of the Administrative Agent, the Issuing Bank and the Swingline Lender and no provision of any Refinancing Amendment may affect any rights or obligations of the Administrative Agent, the Issuing Bank and the Swingline Lender without the consents that would be required thereby with respect to any amendment, to the rights of the Administrative Agent, the Issuing Bank and the Swingline Lender. No Lender shall be under any obligation to provide any Refinancing Term Commitment or Refinancing Revolving Commitment unless such Lender executes a Refinancing Amendment (which such Lender may decline to execute in its sole discretion).

Refinancing Amendments. (a) At any time On one or more occasions after the Closing Date, the Borrower may obtain, from any Lenders any(a) Lender or any other bank, financial institution or other institutional lender or investor that agrees to provide any portion of Refinancing Term Loans or Other Revolving Credit Commitments pursuant to a Refinancing Amendment in accordance with this Section 2.15 (each, an “Additional Lenders Refinancing Lender”) (provided, provided that (i) the Administrative Agent (and, solely with respect to any Refinancing Amendment establishing any Revolving Credit CommitmentsAgent, each Letter of Credit Issuer) Swing Line Lender and each L/C Issuer shall have consented (not to be unreasonably withheld or delayed) to such Additional Lender’s or Additional Refinancing Lender’s making such Refinancing Term Loans or providing any Refinancing such Other Revolving Credit Commitments to the extent such consent consent, if any, would be required under Section 13.6(b10.07(b) for an assignment of Loans or Revolving Credit Commitments, as applicable, to such Lender or Additional Refinancing Lender; provided, further(ii) with respect to Refinancing Term Loans, that any Affiliated Lender offered 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 approached assignment to such Affiliated Lender of Term Loans and (iii) Affiliated Lenders may not provide all or a portion of the Refinancing Commitments may elect or decline, in its sole discretion, to provide a Refinancing CommitmentOther Revolving Credit Commitments), Credit Agreement Refinancing Indebtedness in respect of (a) all or any portion of the any Class of Term Loans then outstanding under this Agreement or (b) all or any portion of the Revolving Credit Loans (or unused Revolving Credit Commitments) then outstanding under this Agreement, in the form of (x) Refinancing Term Loans or Loans, Refinancing Term Loan Commitments or (y) Refinancing Revolving Credit Loans or Refinancing Commitments, Other Revolving Credit Commitments, as the case may be, in each case or Other Revolving Credit Loans pursuant to a Refinancing Amendment; provided that such Refinancing Term Loansnotwithstanding anything to the contrary in this Section 2.15 or otherwise, Refinancing Term Loan (1) 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 (3) 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, Refinancing (2) subject to the provisions of Section 2.03(n) and Section 2.04(g) to the extent dealing with Swing Line Loans and Letters of Credit which mature or expire after a maturity date when there exist Other Revolving Credit Commitments with a longer maturity date, all Swing Line Loans and Letters of Credit shall be participated on a pro rata basis by all Lenders with Commitments in accordance with their percentage of the Revolving Credit Commitments (and except as provided in Section 2.03(n) and Section 2.04(g), without giving effect to changes thereto on an earlier maturity date with respect to Swing Line Loans and Letters of Credit theretofore incurred or issued), (3) the permanent repayment of Revolving Credit Loans with respect to, and Refinancing 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: (i) will rank pari passu in right of payment and of security with the other Loans and Commitments hereunder; (ii) will have such pricing, premiums and optional prepayment terms as may be agreed by except that the Borrower shall be permitted to permanently repay and the Lenders thereof;terminate -124-

Refinancing Amendments. (a) At any time On one or more occasions after the Closing 2021 Amendment Effective Date, the Borrower Borrowers may obtain, from any Lenders Lender or any other bank, financial institution or other institutional lender or investor that agrees to provide any portion of Credit Agreement Refinancing Indebtedness in the form of Refinancing Term Loans or Other Revolving Credit Commitments pursuant to a Refinancing Amendment in accordance with this Section 2.15 (each, an “Additional Lenders Refinancing Lender”) (provided, provided that the Administrative Agent (and, i) solely with respect to any Refinancing Amendment establishing any Other Revolving Credit CommitmentsCommitments and Other Revolving Credit Loans, the Administrative Agent, each Letter of Credit Issuer) Swing Line Lender and each L/C Issuer shall have consented (not to be unreasonably withheld or delayed) to such Lender’s or Additional Refinancing Lender’s providing any Refinancing such Other Revolving Credit Commitments to the extent such consent consent, if any, would be required under Section 13.6(b10.07(b) for an assignment of Loans or Commitments, as applicable, Revolving Credit Commitments to such Lender or Additional Refinancing Lender; provided, furtherunless such Lender or Additional Refinancing Lender is an existing Revolving Credit Lender or any Affiliate or Approved Fund of an existing Revolving Credit Lender, that (ii) with respect to Refinancing Term Loans, any Affiliated Lender offered providing Refinancing Term Loans shall be subject to the same restrictions set forth in Section 10.07(j) as they would otherwise be subject to with respect to any purchase by or approached assignment to such Affiliated Lender of Term Loans and (iii) Affiliated Lenders may not provide all or a portion of the Refinancing Commitments may elect or decline, in its sole discretion, to provide a Refinancing CommitmentOther Revolving Credit Commitments), Credit Agreement Refinancing Indebtedness in respect of (a) all or any portion of any Class, series or tranche, as selected by the Borrowers in their sole discretion without prejudice to Section 2.05(a)(i), of Term Loans then outstanding under this Agreement or (b) all or any portion of the Revolving Credit Loans (or unused Revolving Credit Commitments or Additional Facility Commitments) then outstanding under this Agreement, in the form of (x) Refinancing Term Loans or Loans, Refinancing Term Loan Commitments or (y) Refinancing Revolving Credit Loans or Refinancing Commitments, Other Revolving Credit Commitments, as the case may beor Other Revolving Credit Loans, in each case case, constituting Credit 81 95007600_2 Agreement Refinancing Indebtedness pursuant to a Refinancing Amendment; provided that such Refinancing Term Loansnotwithstanding anything to the contrary in this Section 2.15 or otherwise, Refinancing Term Loan (A) the borrowing and repayment (except for (1) payments of interest and fees at different rates on Other Revolving Credit Commitments (and related outstandings), (2) repayments required upon the maturity date of the Other Revolving Credit Commitments, Refinancing (3) repayments made in connection with any refinancing of Other Revolving Credit Commitments and (4) repayment made in connection with a permanent repayment and termination of commitments (subject to clause (c) 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 (or, in the case of repayment, on a pro rata basis or less than pro rata basis) with all other Revolving Credit Commitments, (B) subject to the provisions of Section 2.03(m) and Section 2.04(g) to the extent dealing with Swing Line Loans and Letters of Credit which mature or expire after a maturity date when there exist Other Revolving Credit Commitments with a longer maturity date, all Swing Line Loans and Letters of Credit shall be participated on a pro rata basis by all Lenders with Commitments in accordance with their percentage of the Revolving Credit Commitments existing on the date such Other Revolving Credit Commitments are obtained (and except as provided in Section 2.03(m) and Section 2.04(g), without giving effect to changes thereto on an earlier maturity date with respect to Swing Line Loans and Letters of Credit theretofore incurred or issued), (C) the permanent repayment of Revolving Credit Loans with respect to, and Refinancing termination of, Other Revolving Credit Commitments:Commitments after the date of obtaining any Other Revolving Credit Commitments shall be made on a pro rata basis, less than pro rata basis or greater than pro rata basis with all other Revolving Credit Commitments and (D) 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 existing on the date such Other Revolving Credit Commitments are obtained. (b) The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.03 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) will rank pari passu customary legal opinions, board resolutions and officers’ certificates consistent with those delivered on the 2021 Amendment Effective Date other than changes to such legal opinion resulting from a change in right law, change in fact or change to counsel’s form of payment opinion reasonably satisfactory to the Administrative Agent and of security with the other Loans and Commitments hereunder; (ii) will have reaffirmation agreements and/or such pricing, premiums and optional prepayment terms amendments to the Collateral Documents as may be agreed reasonably requested by the Borrower Administrative Agent in order to ensure that such Credit Agreement Refinancing Indebtedness is provided with the benefit of the applicable Loan Documents. (c) Each Refinancing Series shall be in an aggregate principal amount that is not less than $1,000,000 in the case of an Other Revolving Credit Commitment and $15,000,000 in the case of a Refinancing Term Commitment; provided that such amounts may be less than $1,000,000 and $15,000,000, respectively, if such amount is equal to (i) the entire outstanding principal amount of the Refinanced Debt that is in the form of Revolving Credit Commitments or (ii) the entire principal amount of Refinanced Debt that is in the form of Term Loans. (d) Each of the parties hereto hereby agrees that this Agreement and the other Loan Documents may be amended pursuant to a Refinancing Amendment, without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness Incurred pursuant thereto, (ii) make such other changes to this Agreement and the other Loan Documents consistent with the provisions and intent of the third paragraph of Section 10.01 (without the consent of the Required Lenders thereof;called for therein) and (iii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the applicable Borrowers, to effect the provisions of this Section 2.15, and the Required Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment. (e) This Section 2.15 shall supersede any provisions in Section 2.13 or Section 10.01 to the contrary. (f) Notwithstanding anything in this Agreement to the contrary, nothing in this Section 2.15 will be construed to limit the provisions of Section 2.14 or the ability to Incur Indebtedness, including Refinancing Indebtedness, under Section 4.09 of Annex II.

Refinancing Amendments. (a) At any time after the Closing Date, the Borrower may obtain, from any Lenders or any Additional Lenders (provided, that the Administrative Agent (and, solely with respect to any Refinancing Amendment establishing any Revolving Credit Commitments, each Letter of Credit Issuer) shall have consented to such Additional Lender’s providing any Refinancing Commitments to the extent such consent would be required under Section 13.6(b) for an assignment of Loans or Commitments, as applicable, to such Additional Lender; provided, further, that any Lender offered or approached to provide all or a portion of the Refinancing Commitments may elect or decline, in its sole discretion, to provide a Refinancing Commitment), Credit Agreement Refinancing Indebtedness in respect of (a) all or any portion of the Term Loans then outstanding under this Agreement or (b) all or any portion of the Revolving Credit Loans (or unused Revolving Credit Commitments) under this Agreement, in the form of (x) Refinancing Term Loans or Refinancing Term Loan Commitments or (y) Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments, as the case may be, in each case pursuant to a Refinancing Amendment; provided that such Refinancing Term Loans, Refinancing Term Loan Commitments, Refinancing Revolving Credit Loans and Refinancing Revolving Credit Commitments: : (i) will rank pari passu in right of payment and of security with the other Loans and Commitments hereunder; ; (ii) will have such pricing, premiums and optional prepayment terms as may be agreed by the Borrower and the Lenders thereof;; (iii) (x) with respect to any Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments, will have a Maturity Date that is not prior to the Maturity Date of Revolving Credit Loans (or unused Revolving Credit Commitments) being refinanced, and (y) with respect to any Refinancing Term Loans or Refinancing Term Loan Commitments, will have a Maturity Date that is not prior to the Maturity Date of, and will have a Weighted Average Life to Maturity that is not shorter than the Term Loans being refinanced; (iv) subject to clause (ii) above, will have terms and conditions that reflect market terms and conditions at the time of incurrence and issuance; provided, that, to the extent such terms and documentation are not substantially identical to the Indebtedness being refinanced, (x) such terms (taken as a whole) shall be less favorable to the providers of such Permitted First Priority Refinancing Debt than those applicable to the Indebtedness being refinanced, except, in each case, for financial or other covenants or other provisions contained in such Indebtedness that are applicable only after the then Latest Maturity Date, and (y) such documentation shall be reasonably acceptable to the Administrative Agent; (v) shall not be secured by any property or assets of Holdings and its Subsidiaries other than the Collateral; and (vi) no Person shall guarantee such Indebtedness unless it is a Guarantor (or becomes a Guarantor substantially concurrently with the incurrence of such Indebtedness or the issuance

Refinancing Amendments. (a1) At any time after the Closing Date, the Borrower may obtain, from any Lenders Lender or any Additional Lenders Lender (provided, it being understood that the Administrative Agent (and, solely with respect to any Refinancing Amendment establishing any Revolving Credit Commitments, each Letter of Credit Issuer) shall have consented to such Additional Lender’s providing any Refinancing Commitments to the extent such consent would be required under Section 13.6(b) for an assignment of Loans or Commitments, as applicable, to such Additional Lender; provided, further, that any Lender offered or approached to provide all or a portion of the Refinancing Commitments may elect or decline, in its sole discretion, to provide a Refinancing Commitment), Credit Agreement Refinancing Indebtedness in respect of (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 Loans provided by Affiliated Lenders shall be subject to the limitations set forth in Section 10.07(8)), Other Loans to refinance all or any portion of the Term applicable Class or Classes of Loans then outstanding under this Agreement or (b) all or any portion of the Revolving Credit Loans (or unused Revolving Credit which will be made pursuant to Other Term Loan Commitments) under this Agreement, in the form case of (x) Refinancing Other Term Loans or Refinancing Term Loan Commitments or (y) Refinancing Loans, and pursuant to Other Revolving Credit Loans or Refinancing Revolving Credit Commitments, as in the case may beof Other Revolving Loans, in each case pursuant to a Refinancing Amendment; provided that such Refinancing Term Loans, Refinancing Term Loan Commitments, Refinancing Revolving Credit Other Loans and Refinancing Other Revolving Credit Commitments: Commitments (i) will shall rank pari passu 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)(I) shall have such pricinginterest rates (including through fixed interest rates), premiums 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/or (II) may provide for additional fees and/or premiums payable to the Lenders providing such Other Loans in addition to any of the items contemplated by the preceding clause (I), in each case, to the extent provided in the applicable Refinancing Amendment, (vi) may have optional prepayment terms (including call protection and prepayment terms and premiums) as may be agreed between the Borrower and the Lenders thereof;, (vii) at the time of incurrence thereof, will have a final maturity date no earlier than the Term Loans or Revolving Commitments being refinanced and, in the case of Other Term Loans, will have a Weighted Average Life to Maturity equal to or greater than the then-remaining Weighted Average Life to Maturity of the Term Loans being refinanced and (viii) will have such other terms and conditions (other than as provided in foregoing clauses (ii) through (vii)) that either, at the option of the Borrower, (I) 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), (II) 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 (II), 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 or the 2020 Incremental Term Loans, such Previously Absent Financial Maintenance Covenant shall be included for the benefit of the Closing Date Term Loans and/or the 2020 Incremental 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 (III) such terms as are reasonably satisfactory to the Administrative Agent (or in the case of the Priority Revolving Facility, the Priority Revolving Agent and, solely to the extent that such terms, provisions and documentation with respect to the Priority Revolving Facility would require consent of any Class of Lenders other than the Priority Revolving Lenders under Section 10.01, 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 and the 2020 Incremental Term Loans or (B) the lenders under Other Revolving Commitments, no consent shall be required from the Priority Revolving Agent (or the Administrative Agent unless, in the case of the Administrative Agent, the addition of such term or provision (or the provision of the features thereof) to the Priority Revolving Facility would require the consent of any Class of Lenders other than the Priority Revolving Lenders under Section 10.01, in which case the consent of the Administrative 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 Administrative Agent (and in the case of the Priority Revolving Facility, the Priority Revolving Agent), deliver customary reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent (and in the case of the Priority Revolving Facility, the Priority Revolving Agent) in order to ensure that such Other Loans or Other Revolving Commitments are provided with the benefit of the applicable Loan Documents. (2) Each Class of Other Commitments and Other Loans incurred under this Section 2.15 shall be in an aggregate principal amount that is not less than $5.0 million. The Administrative Agent (or in the case of the Priority Revolving Facility, the Priority Revolving 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 Other Commitments and Other Loans incurred pursuant thereto (including any amendments necessary to treat the Other Loans and/or Other 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 Administrative Agent (or in the case of the Priority Revolving Facility, the Priority Revolving Agent and, solely to the extent that such terms, provisions and documentation with respect to the Priority Revolving Facility would require consent of any Class of Lenders other than the Priority Revolving Lenders under Section 10.01, the Administrative Agent) and the Borrower, to effect the provisions of this Section 2.15. (3) This Section 2.15 shall supersede any provisions in Section 2.12, 2.13 or 10.01 to the contrary. For the avoidance of doubt, any of the provisions of this Section 2.15 may be amended with the consent of the Required Lenders (or the applicable Required Facility Lenders, if applicable). Notwithstanding anything to the contrary in Section 10.01, (a) each Refinancing Amendment may, without the consent of any other Loan Party, Agent or Lender, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent (or in the case of the Priority Revolving Facility, the Priority Revolving Agent and, solely to the extent that such terms, provisions and documentation with respect to the Priority Revolving Facility would require consent of any Class of Lenders other than the Priority Revolving Lenders under Section 10.01, 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 (or in the case of the Priority Revolving Facility, the Priority Revolving Agent) reasonably agrees that such modification is favorable to the applicable Lenders (provided that if any such terms proposed to be incorporated into the Priority Revolving Facility would require the consent of any Class of Lenders other than the Priority 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. (a1) At any time after the Closing Date, the Borrower may obtain, from any Lenders Lender or any Additional Lenders Lender (provided, it being understood that the Administrative Agent (and, solely with respect to any Refinancing Amendment establishing any Revolving Credit Commitments, each Letter of Credit Issuer) shall have consented to such Additional Lender’s providing any Refinancing Commitments to the extent such consent would be required under Section 13.6(b) for an assignment of Loans or Commitments, as applicable, to such Additional Lender; provided, further, that any Lender offered or approached to provide all or a portion of the Refinancing Commitments may elect or decline, in its sole discretion, to provide a Refinancing Commitment), Credit Agreement Refinancing Indebtedness in respect of (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 Loans provided by Affiliated Lenders shall be subject to the limitations set forth in Section 10.07(8)), Other Loans to refinance all or any portion of the Term applicable Class or Classes of Loans then outstanding under this Agreement or (b) all or any portion of the Revolving Credit Loans (or unused Revolving Credit which will be made pursuant to Other Term Loan Commitments) under this Agreement, in the form case of (x) Refinancing Other Term Loans or Refinancing Term Loan Commitments or (y) Refinancing Loans, and pursuant to Other Revolving Credit Loans or Refinancing Revolving Credit Commitments, as in the case may beof Other Revolving Loans, in each case pursuant to a Refinancing Amendment; provided that such Refinancing Term Loans, Refinancing Term Loan Commitments, Refinancing Revolving Credit Other Loans and Refinancing Other Revolving Credit Commitments: Commitments (i) will shall rank pari passu 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)(I) shall have such pricinginterest rates (including through fixed interest rates), premiums 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/or (II) may provide for additional fees and/or premiums payable to the Lenders providing such Other Loans in addition to any of the items contemplated by the preceding clause (I), in each case, to the extent provided in the applicable Refinancing Amendment, (vi) may have optional prepayment terms (including call protection and prepayment terms and premiums) as may be agreed between the Borrower and the Lenders thereof;, (vii) at the time of incurrence thereof, will have a final maturity date no earlier than the Term Loans or Revolving Commitments being refinanced and, in the case of Other Term Loans, will have a Weighted Average Life to Maturity equal to or greater than the then-remaining Weighted Average Life to Maturity of the Term Loans being refinanced and (viii) will have such other terms and conditions (other than as provided in foregoing clauses (ii) through (vii)) that either, at the option of the Borrower, (I) 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), (II) 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 (II), 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 (III) such terms as are reasonably satisfactory to the Administrative Agent (or in the case of the Priority Revolving Facility, the Priority Revolving Agent and, solely to the extent that such terms, provisions and documentation with respect to the Priority Revolving Facility would require consent of any Class of Lenders other than the Priority Revolving Lenders under Section 10.01, 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 Priority Revolving Agent (or the Administrative Agent unless, in the case of the Administrative Agent, the addition of such term or provision (or the provision of the features thereof) to the Priority Revolving Facility would require the consent of any Class of Lenders other than the Priority Revolving Lenders under Section 10.01, in which case the consent of the Administrative 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 Administrative Agent (and in the case of the Priority Revolving Facility, the Priority Revolving Agent), deliver customary reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent (and in the case of the Priority Revolving Facility, the Priority Revolving Agent) in order to ensure that such Other Loans or Other Revolving Commitments are provided with the benefit of the applicable Loan Documents. (2) Each Class of Other Commitments and Other Loans incurred under this Section 2.15 shall be in an aggregate principal amount that is not less than $5.0 million. The Administrative Agent (or in the case of the Priority Revolving Facility, the Priority Revolving 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 Other Commitments and Other Loans incurred pursuant thereto (including any amendments necessary to treat the Other Loans and/or Other 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 Administrative Agent (or in the case of the Priority Revolving Facility, the Priority Revolving Agent and, solely to the extent that such terms, provisions and documentation with respect to the Priority Revolving Facility would require consent of any Class of Lenders other than the Priority Revolving Lenders under Section 10.01, the Administrative Agent) and the Borrower, to effect the provisions of this Section 2.15.

Refinancing Amendments. (a) At any time On one or more occasions after the Closing 2021 Amendment Effective Date, the Borrower Borrowers may obtain, from any Lenders Lender or any other bank, financial institution or other institutional lender or investor that agrees to provide any portion of Credit Agreement Refinancing Indebtedness in the form of Refinancing Term Loans or Other Revolving Credit Commitments pursuant to a Refinancing Amendment in accordance with this Section 2.15 (each, an “Additional Lenders Refinancing Lender”) (provided, provided that the Administrative Agent (and, i) solely with respect to any Refinancing Amendment establishing any Other Revolving Credit CommitmentsCommitments and Other Revolving Credit Loans, the Administrative Agent, each Letter of Credit Issuer) Swing Line Lender and each L/C Issuer shall have consented (not to be unreasonably withheld or delayed) to such Lender’s or Additional Refinancing Lender’s providing any Refinancing such Other Revolving Credit Commitments to the extent such consent consent, if any, would be required under Section 13.6(b10.07(b) for an assignment of Loans or Commitments, as applicable, Revolving Credit Commitments to such Lender or Additional Refinancing Lender; provided, furtherunless such Lender or Additional Refinancing Lender is an existing Revolving Credit Lender or any Affiliate or Approved Fund of an existing Revolving Credit Lender, that (ii) with respect to Refinancing Term Loans, any Affiliated Lender offered providing Refinancing Term Loans shall be subject to the same restrictions set forth in Section 10.07(j) as they would otherwise be subject to with respect to any purchase by or approached assignment to such Affiliated Lender of Term Loans and (iii) Affiliated Lenders may not provide all or a portion of the Refinancing Commitments may elect or decline, in its sole discretion, to provide a Refinancing CommitmentOther Revolving Credit Commitments), Credit Agreement Refinancing Indebtedness in respect of (a) all or any portion of any Class, series or tranche, as selected by the Borrowers in their sole discretion without prejudice to Section 2.05(a)(i), of Term Loans then outstanding under this Agreement or (b) all or any portion of the Revolving Credit Loans (or unused Revolving Credit Commitments or Additional Facility Commitments) then outstanding under this Agreement, in the form of (x) Refinancing Term Loans or Loans, Refinancing Term Loan Commitments or (y) Refinancing Revolving Credit Loans or Refinancing Commitments, Other Revolving Credit Commitments, as the case may beor Other Revolving Credit Loans, in each case case, constituting Credit Agreement Refinancing Indebtedness pursuant to a Refinancing Amendment; provided that such Refinancing Term Loansnotwithstanding anything to the contrary in this Section 2.15 or otherwise, Refinancing Term Loan (A) the borrowing and repayment (except for (1) payments of interest and fees at different rates on Other Revolving Credit Commitments (and related outstandings), (2) repayments required upon the maturity date of the Other Revolving Credit Commitments, Refinancing (3) repayments made in connection with any refinancing of Other Revolving Credit Commitments and (4) repayment made in connection with a permanent repayment and termination of commitments (subject to clause (C) 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 (or, in the case of repayment, on a pro rata basis or less than pro rata basis) with all other Revolving Credit Commitments, (B) subject to the provisions of Section 2.03(m) and Section 2.04(g) to the extent dealing with Swing Line Loans and Letters of Credit which mature or expire after a maturity date when there exist Other Revolving Credit Commitments with a longer maturity date, all Swing Line Loans and Letters of Credit shall be participated on a pro rata basis by all Lenders with Commitments in accordance with their percentage of the Revolving Credit Commitments existing on the date such Other Revolving Credit Commitments are obtained (and except as provided in Section 2.03(m) and Section 2.04(g), without giving effect to changes thereto on an earlier maturity date with respect to Swing Line Loans and Letters of Credit theretofore incurred or issued), (C) the permanent repayment of Revolving Credit Loans with respect to, and Refinancing termination of, Other Revolving Credit Commitments:Commitments after the date of obtaining any Other Revolving Credit Commitments shall be made on a pro rata basis, less than pro rata basis or greater than pro rata basis with all other Revolving Credit Commitments and (D) 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 existing on the date such Other Revolving Credit Commitments are obtained. (b) The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.03 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) will rank pari passu customary legal opinions, board resolutions and officers’ certificates consistent with those delivered on the 2021 Amendment Effective Date other than changes to such legal opinion resulting from a change in right law, change in fact or change to counsel’s form of payment opinion reasonably satisfactory to the Administrative Agent and of security with the other Loans and Commitments hereunder; (ii) will have reaffirmation agreements and/or such pricing, premiums and optional prepayment terms amendments to the Collateral Documents as may be agreed reasonably requested by the Borrower Administrative Agent in order to ensure that such Credit Agreement Refinancing Indebtedness is provided with the benefit of the applicable Loan Documents. (c) Each Refinancing Series shall be in an aggregate principal amount that is not less than $1,000,000 in the case of an Other Revolving Credit Commitment and $15,000,000 in the case of a Refinancing Term Commitment; provided that such amounts may be less than $1,000,000 and $15,000,000, respectively, if such amount is equal to (i) the entire outstanding principal amount of the Refinanced Debt that is in the form of Revolving Credit Commitments or (ii) the entire principal amount of Refinanced Debt that is in the form of Term Loans. (d) Each of the parties hereto hereby agrees that this Agreement, the other Loan Documents and the Proceeds Loan Finance Documents may be amended pursuant to a Refinancing Amendment, without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness Incurred pursuant thereto, (ii) make such other changes to this Agreement, the other Loan Documents and the Proceeds Loan Finance Documents consistent with the provisions and intent of the third paragraph of Section 10.01 (without the consent of the Required Lenders thereof;called for therein) and (iii) effect such other amendments to this Agreement, the other Loan Documents and the Proceeds Loan Finance Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the applicable Borrowers, to effect the provisions of this Section 2.15, and the Required Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment. (e) This Section 2.15 shall supersede any provisions in Section 2.13 or Section 10.01 to the contrary. (f) Notwithstanding anything in this Agreement to the contrary, nothing in this Section 2.15 will be construed to limit the provisions of Section 2.14 or the ability to Incur Indebtedness, including Refinancing Indebtedness, under Section 4.09 of ▇▇▇▇▇ ▇▇.

Refinancing Amendments. (a) At any time On one or more occasions after the Closing Date, the Borrower may obtain, from any Lenders Lender or any other bank, financial institution or other institutional lender or investor that agrees to provide any portion of Refinancing Term Loans or Other Revolving Credit Commitments pursuant to a Refinancing Amendment in accordance with this Section 2.15 (each, an “Additional Lenders Refinancing Lender”); provided that (provided, that i) the Administrative Agent (and, solely with respect to any Refinancing Amendment establishing any Revolving Credit Commitments, and each Letter of Credit Issuer) L/C Issuer shall have consented (not to be unreasonably withheld or delayed) to such Additional Lender’s or Additional Refinancing Lender’s making such Refinancing Term Loans or providing any Refinancing such Other Revolving Credit Commitments to the extent such consent consent, if any, would be required under Section 13.6(b10.07(b) for an assignment of Loans or Revolving Credit Commitments, as applicable, to such Lender or Additional Refinancing Lender, (ii) with respect to Refinancing Term Loans, any Affiliated Lender providing Refinancing Term Loans shall be subject to the same restrictions set forth in Section 10.07(1) as they would otherwise be subject to with respect to any purchase by or assignment to such Affiliated Lender of Term Loans and (iii) Affiliated Lenders may not provide Other Revolving Credit Commitments, or Other Revolving Credit Loans pursuant to a Refinancing Amendment and, with respect to any Refinancing Term Loans, any Additional Refinancing Lender that is an Affiliated Lender shall be subject to the provisions of Section 10.07(l), mutatis mutandis, to the same extent as if such Refinancing Term Loans and related Obligations had been obtained by such Additional Refinancing Lender by way of assignment; providedprovided further that, furthernotwithstanding anything to the contrary in this Section 2.15 or otherwise, that any Lender offered or approached to provide all or a portion (1) 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 (3) 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, (2) subject to the provisions of Section 2.03(n) to the extent dealing with 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 Lenders with Commitments in accordance with their percentage of the Revolving Credit Commitments (and except as provided in Section 2.03(n), without giving effect to changes thereto on an earlier maturity date with respect to Letters of Credit theretofore incurred or issued), (3) 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 Borrower shall be permitted to permanently repay and terminate commitments of any such Class on a better than a pro rata basis as compared to any other Class with a later maturity date than such Class and (4) 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. (b) The effectiveness of any Refinancing Commitments may elect or decline, Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in its sole discretionSection 4.02 and, to provide the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) customary legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Closing Date other than changes to such legal opinions resulting from a Refinancing Commitment)change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Credit Agreement Refinancing Indebtedness in respect of (a) all or any portion is provided with the benefit of the Term Loans then outstanding applicable Loan Documents. (c) Each issuance of Credit Agreement Refinancing Indebtedness under this Agreement or (bSection 2.15(a) all or any portion of the Revolving Credit Loans (or unused Revolving Credit Commitments) under this Agreement, shall be in the form of an aggregate principal amount that is (x) Refinancing Term Loans or Refinancing Term Loan Commitments or not less than $20,000,000 and (y) Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments, as an integral multiple of $1,000,000 in excess thereof. (d) Each of the case parties hereto hereby agrees that this Agreement and the other Loan Documents may be, in each case be amended pursuant to a Refinancing Amendment; provided that such Refinancing Term Loans, Refinancing Term Loan Commitmentswithout the consent of any other Lenders, Refinancing Revolving Credit Loans and Refinancing Revolving Credit Commitments: to the extent (but only to the extent) necessary to (i) will rank pari passu in right reflect the existence and terms of payment the Credit Agreement Refinancing Indebtedness incurred pursuant thereto and of security with the other Loans and Commitments hereunder; (ii) will have effect such pricing, premiums other amendments to this Agreement and optional prepayment terms the other Loan Documents as may be agreed by necessary or appropriate, in the Borrower reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.15, and the Required Lenders thereof;hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment. (e) This Section 2.15 shall supersede any provisions in Section 2.13 or 10.01 to the contrary.

Refinancing Amendments. (a) At any time On one or more occasions after the Closing 2020 Amendment Effective Date, the Borrower Borrowers may obtain, from any Lenders Lender or any other bank, financial institution or other institutional lender or investor that agrees to provide any portion of Credit Agreement Refinancing Indebtedness in the form of Refinancing Term Loans or Other Revolving Credit Commitments pursuant to a Refinancing Amendment in accordance with this Section 2.15 (each, an “Additional Lenders Refinancing Lender”) (provided, provided that the Administrative Agent (and, i) solely with respect to any Refinancing Amendment establishing any Other Revolving Credit CommitmentsCommitments and Other Revolving Credit Loans, the Administrative Agent, each Letter of Credit Issuer) Swing Line Lender and each L/C Issuer shall have consented (not to be unreasonably withheld or delayed) to such Lender’s or Additional Refinancing Lender’s providing any Refinancing such Other Revolving Credit Commitments to the extent such consent consent, if any, would be required under Section 13.6(b10.07(b) for an assignment of Loans or Commitments, as applicable, Revolving Credit Commitments to such Lender or Additional Refinancing Lender; provided, furtherunless such Lender or Additional Refinancing Lender is an existing Revolving Credit Lender or any Affiliate or Approved Fund of an existing Revolving Credit Lender, that (ii) with respect to Refinancing Term Loans, any Affiliated Lender offered providing Refinancing Term Loans shall be subject to the same restrictions set forth in Section 10.07(k) as they would otherwise be subject to with respect to any purchase by or approached assignment to such Affiliated Lender of Term Loans and (iii) Affiliated Lenders may not provide all or a portion of the Refinancing Commitments may elect or decline, in its sole discretion, to provide a Refinancing CommitmentOther Revolving Credit Commitments), Credit Agreement Refinancing Indebtedness in respect of (a) all or any portion of any Class, series or tranche, as selected by the Borrowers in their sole discretion without prejudice to Section 2.05(a)(i), of Term Loans then outstanding under this Agreement or (b) all or any portion of the Revolving Credit Loans (or unused Revolving Credit Commitments or Additional Facility Commitments) then outstanding under this Agreement, in the form of (x) Refinancing Term Loans or Loans, Refinancing Term Loan Commitments or (y) Refinancing Revolving Credit Loans or Refinancing Commitments, Other Revolving Credit Commitments, as the case may beor Other Revolving Credit Loans, in each case case, constituting Credit Agreement Refinancing Indebtedness pursuant to a Refinancing Amendment; provided that such Refinancing Term Loansnotwithstanding anything to the contrary in this Section 2.15 or otherwise, Refinancing Term Loan (A) the borrowing and repayment (except for (1) payments of interest and fees at different rates on Other Revolving Credit Commitments (and related outstandings), (2) repayments required upon the maturity date of the Other Revolving Credit Commitments, Refinancing (3) repayments made in connection with any refinancing of Other Revolving Credit Commitments and (4) repayment made in connection with a permanent repayment and termination of commitments (subject to sub-clause (C) 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 (or, in the case of repayment, on a pro rata basis or less than pro rata basis) with all other Revolving Credit Commitments, (B) subject to the provisions of Section 2.03(m) and Section 2.04(g) to the extent dealing with Swing Line Loans and Letters of Credit which mature or expire after a maturity date when there exist Other Revolving Credit Commitments with - 90 - a longer maturity date, all Swing Line Loans and Letters of Credit shall be participated on a pro rata basis by all Lenders with Commitments in accordance with their percentage of the Revolving Credit Commitments existing on the date such Other Revolving Credit Commitments are obtained (and except as provided in Section 2.03(m) and Section 2.04(g), without giving effect to changes thereto on an earlier maturity date with respect to Swing Line Loans and Letters of Credit theretofore incurred or issued), (C) the permanent repayment of Revolving Credit Loans with respect to, and Refinancing termination of, Other Revolving Credit Commitments:Commitments after the date of obtaining any Other Revolving Credit Commitments shall be made on a pro rata basis, less than pro rata basis or greater than pro rata basis with all other Revolving Credit Commitments and (D) 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 existing on the date such Other Revolving Credit Commitments are obtained. (b) The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.03 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) will rank pari passu customary legal opinions, board resolutions and officers’ certificates consistent with those delivered on the 2020 Amendment Effective Date other than changes to such legal opinion resulting from a change in right law, change in fact or change to counsel’s form of payment opinion reasonably satisfactory to the Administrative Agent and of security with the other Loans and Commitments hereunder; (ii) will have reaffirmation agreements and/or such pricing, premiums and optional prepayment terms amendments to the Collateral Documents as may be agreed reasonably requested by the Borrower Administrative Agent in order to ensure that such Credit Agreement Refinancing Indebtedness is provided with the benefit of the applicable Loan Documents. (c) Each Refinancing Series shall be in an aggregate principal amount that is not less than $1,000,000 in the case of an Other Revolving Credit Commitment and $15,000,000 in the case of a Refinancing Term Commitment; provided that such amounts may be less than $1,000,000 and $15,000,000, respectively, if such amount is equal to (i) the entire outstanding principal amount of the Refinanced Debt that is in the form of Revolving Credit Commitments or (ii) the entire principal amount of Refinanced Debt that is in the form of Term Loans. (d) Each of the parties hereto hereby agrees that this Agreement and the other Loan Documents may be amended pursuant to a Refinancing Amendment, without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness Incurred pursuant thereto, (ii) make such other changes to this Agreement and the other Loan Documents consistent with the provisions and intent of the third paragraph of Section 10.01 (without the consent of the Required Lenders thereof;called for therein) and (iii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Company, to effect the provisions of this Section 2.15, and the Required Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment. (e) This Section 2.15 shall supersede any provisions in Section 2.13 or Section 10.01 to the contrary. (f) Notwithstanding anything in this Agreement to the contrary, nothing in this Section 2.15 will be construed to limit the provisions of Section 2.14 or the ability to Incur Indebtedness, including Refinancing Indebtedness, under Section 4.09 of ▇▇▇▇▇ ▇▇.

Refinancing Amendments. (a) At any time On one or more occasions after the Closing Restatement Effective Date, the Borrower may obtain, from any Lenders Lender or any other bank, financial institution or other institutional lender or investor that agrees to provide any portion of Refinancing Term Loans or Other Revolving Credit Commitments pursuant to a Refinancing Amendment in accordance with this Section 2.15 (each, an “Additional Lenders Refinancing Lender”) (provided, provided that (i) the Administrative Agent (and, solely with respect to any Refinancing Amendment establishing any Revolving Credit CommitmentsAgent, each Letter of Credit Issuer) Swing Line Lender and each L/C Issuer shall have consented (not to be unreasonably withheld or delayed) to such Additional Lender’s or Additional Refinancing Lender’s making such Refinancing Term Loans or providing any Refinancing such Other Revolving Credit Commitments to the extent such consent consent, if any, would be required under Section 13.6(b10.07(b) for an assignment of Loans or Revolving Credit Commitments, as applicable, to such Lender or Additional Refinancing Lender; provided, further(ii) with respect to Refinancing Term Loans, that any Affiliated Lender offered 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 approached assignment to such Affiliated Lender of Term Loans and (iii) Affiliated Lenders may not provide all or a portion of the Refinancing Commitments may elect or decline, in its sole discretion, to provide a Refinancing CommitmentOther Revolving Credit Commitments), Credit Agreement Refinancing Indebtedness in respect of (a) all or any portion of the any Class of Term Loans then outstanding under this Agreement or (b) all or any portion of the Revolving Credit Loans (or unused Revolving Credit Commitments) then outstanding under this Agreement, in the form of (x) Refinancing Term Loans or Loans, Refinancing Term Loan Commitments or (y) Refinancing Revolving Credit Loans or Refinancing Commitments, Other Revolving Credit Commitments, as the case may be, in each case or Other Revolving Credit Loans pursuant to a Refinancing Amendment; provided that such Refinancing Term Loansnotwithstanding anything to the contrary in this Section 2.15 or otherwise, Refinancing Term Loan (1) 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 (3) 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, Refinancing (2) subject to the provisions of Section 2.03(n) and Section 2.04(g) to the extent dealing with Swing Line Loans and Letters of Credit which mature or expire after a maturity date when there exist Other Revolving Credit Commitments with a longer maturity date, all Swing Line Loans and Letters of Credit shall be participated on a pro rata basis by all Lenders with Commitments in accordance with their percentage of the Revolving Credit Commitments (and except as provided in Section 2.03(n) and Section 2.04(g), without giving effect to changes thereto on an earlier maturity date with respect to Swing Line Loans and Letters of Credit theretofore incurred or issued), (3) the permanent repayment of Revolving Credit Loans with respect to, and Refinancing 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 Borrower shall be permitted to permanently repay and terminate commitments of any such Class on a better than a pro rata basis as compared to any other Class with a later maturity date than such Class and (4) 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. (b) The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) will rank pari passu customary legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Closing Date other than changes to such legal opinion resulting from a change in right law, change in fact or change to counsel’s form of payment opinion reasonably satisfactory to the Administrative Agent and of security with the other Loans and Commitments hereunder; (ii) will have reaffirmation agreements and/or such pricing, premiums and optional prepayment terms amendments to the Collateral Documents as may be agreed reasonably requested by the Borrower Administrative Agent in order to ensure that such Credit Agreement Refinancing Indebtedness is provided with the benefit of the applicable Loan Documents. (c) Each issuance of Credit Agreement Refinancing Indebtedness under Section 2.15(a) shall be in an aggregate principal amount that is (x) not less than $10,000,000 and (y) an integral multiple of $1,000,000 in excess thereof. (d) Each of the parties hereto hereby agrees that this Agreement and the other Loan Documents may be amended pursuant to a Refinancing Amendment, without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto and (ii) make such other changes to this Agreement and the other Loan Documents consistent with the provisions and intent of the third paragraph of Section 10.01 (without the consent of the Required Lenders thereof;called for therein) and (iii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.15, and the Required Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment. (e) This Section 2.15 shall supersede any provisions in Section 2.13 or 10.01 to the contrary.

Refinancing Amendments. (a) At any time On one or more occasions after the Closing Date, the Borrower may obtain, from any Lenders Lender or any other Person that is or would be an Eligible Assignee that agrees to provide any portion of Refinancing Term Loans or Other Revolving Credit Commitments pursuant to a Refinancing Amendment in accordance with this Section 2.15 (each, an “Additional Lenders Refinancing Lender”) (provided, provided that the Administrative Agent (and, i) solely with respect to any Refinancing Amendment establishing any Other Revolving Credit Commitments, the Administrative Agent, each Letter of Credit Swing Line Lender and each L/C Issuer) , if applicable, shall have consented (not to be unreasonably withheld or delayed) to such Lender’s or Additional Refinancing Lender’s providing any Refinancing such Other Revolving Credit Commitments to the extent such consent consent, if any, would be required under Section 13.6(b10.07(b) for an assignment of Loans or Commitments, as applicable, Revolving Credit Commitments to such Lender or Additional Refinancing Lender; provided, further(ii) with respect to Refinancing Term Loans, that any Affiliated Lender offered 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 approached assignment to such Affiliated Lender of Term Loans and (iii) Affiliated Lenders may not provide all or a portion of the Refinancing Commitments may elect or decline, in its sole discretion, to provide a Refinancing CommitmentOther Revolving Credit Commitments), Credit Agreement Refinancing Indebtedness in respect of (a) all or any portion of any Class, as selected by the Borrower in its sole discretion, of Term Loans then outstanding under this Agreement or (b) all or any portion of the Revolving Credit Loans (or unused Revolving Credit CommitmentsCommitments in respect thereof) then outstanding under this Agreement, in the form of (x) Refinancing Term Loans or Loans, Refinancing Term Loan Commitments or (y) Refinancing Revolving Credit Loans or Refinancing Commitments, Other Revolving Credit Commitments, as the case may be, in each case or Other Revolving Credit Loans pursuant to a Refinancing Amendment; provided that such Refinancing Term Loansnotwithstanding anything to the contrary in this Section 2.15 or otherwise, Refinancing Term Loan (1) 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 (3) 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, Refinancing (2) subject to the provisions of Section 2.03(n) and Section 2.04(g) to the extent dealing with Swing Line Loans and Letters of Credit which mature or expire after a maturity date when there exist Other Revolving Credit Commitments with a longer maturity date, all Swing Line Loans and Letters of Credit shall be participated on a pro rata basis by all Lenders with Commitments in accordance with their percentage of the Commitments in respect of Revolving Credit Loans (and Refinancing except as provided in Section 2.03(n) and Section 2.04(g), without giving effect to changes thereto on an earlier maturity date with respect to Swing Line Loans and Letters of Credit theretofore incurred or issued), (3) the permanent repayment of Revolving Credit Commitments: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 Commitments in respect of Revolving Credit Loans, except that the Borrower shall be permitted to permanently repay and terminate commitments of any such Class on a better than a pro rata basis as compared to any other Class with a later maturity date than such Class and (4) 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. (a) The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) will rank pari passu customary legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Closing Date other than changes to such legal opinion resulting from a change in right law, change in fact or change to counsel’s form of payment opinion and of security with the other Loans and Commitments hereunder; (ii) will have reaffirmation agreements and/or such pricing, premiums and optional prepayment terms amendments to the Collateral Documents as may be agreed reasonably requested by the Borrower Administrative Agent in order to ensure that such Credit Agreement Refinancing Indebtedness is provided with the benefit of the applicable Loan Documents. For the avoidance of doubt, no consent of any Agent shall be required except to the extent affecting the rights and duties of, or any fees or other amounts payable to, such Agent. (b) Each issuance of Credit Agreement Refinancing Indebtedness under Section 2.15(a) shall be in an aggregate principal amount that is (x) not less than $5,000,000 and (y) an integral multiple of $1,000,000 in excess thereof. (c) Each of the parties hereto hereby agrees that this Agreement and the other Loan Documents may be amended pursuant to a Refinancing Amendment, without the consent of any other Lenders thereof;or any Agent, 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 (ii) make such other changes to this Agreement and the other Loan Documents consistent with the provisions and intent of the third paragraph of Section 10.01 (without the consent of the Required Lenders called for therein) and (iii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Borrower, to effect the provisions of this Section 2.15. (d) This Section 2.15 shall supersede any provisions in Section 2.13 or 10.01 to the contrary.

Refinancing Amendments. (a) At any time On one or more occasions after the Closing Effective Date, the Borrower Company may obtain, from any Lenders Lender or any other bank, financial institution or other institutional lender or investor (other than an Ineligible Institution) that agrees to provide any portion of any Refinancing Term Loan or Refinancing Revolving Commitment, in each case consisting of Credit Agreement Refinancing Debt, pursuant to a Refinancing Amendment in accordance with this Section 2.27 (each, an “Additional Lenders Refinancing Lender”) (provided, provided that the Administrative Agent (and, solely with respect to any Refinancing Amendment establishing any Revolving Credit CommitmentsAgent, each Letter of Credit Issuer) Issuing Bank and the Swingline Lender shall have consented (not to be unreasonably withheld) to such Lender or Additional Lender’s Refinancing Lender making such Refinancing Term Loans or providing any such Refinancing Commitments Revolving Commitments, to the extent such consent consent, if any, would be required under Section 13.6(b9.04(b) for an assignment of Loans or Commitments, as applicable, to such Lender or Additional Refinancing Lender; provided, further, that any Lender offered or approached to provide all or a portion of the Refinancing Commitments may elect or decline, in its sole discretion, to provide a Refinancing Commitment), Credit Agreement Refinancing Indebtedness in respect of (a) all or any portion of the any Class of Term Loans then outstanding under this Agreement or (b) all or any portion of the Revolving Credit Loans (or unused Revolving Credit Commitments (which, for purposes of this Section, shall include Incremental Revolving Commitments, Other Revolving Commitments and Refinancing Revolving Commitments)) then outstanding under this Agreement, in the form of (x) Refinancing Term Loans or Loans, Refinancing Term Loan Commitments or (y) Commitments, Refinancing Revolving Credit Loans Commitments or Refinancing Revolving Credit Commitments, as the case may be, in each case Loans pursuant to a Refinancing Amendment; provided that such Refinancing Term Loansthat, Refinancing Term Loan Commitments, Refinancing Revolving Credit Loans and Refinancing Revolving Credit Commitmentsnotwithstanding anything to the contrary in this Section 2.27 or otherwise: (i) will rank pari passu in right subject to the provisions of payment and of security Section 2.26(b) to the extent dealing with the other Swingline Loans and Letters of Credit which mature or expire after a maturity date when there exist Refinancing Revolving Commitments hereunderwith a longer maturity date, all Swingline Loans and Letters of Credit shall be participated on a pro rata basis by all Lenders with Commitments in accordance with their percentage of the Revolving Commitments (and except as provided in Section 2.26(b), without giving effect to changes thereto on an earlier maturity date with respect to Swingline Loans and Letters of Credit theretofore incurred or issued); (ii) will have in the case of any Refinancing Revolving Commitments, substantially concurrently with the effectiveness thereof, all the Revolving Commitments then in effect shall be terminated, and all the Revolving Loans then outstanding, together with all interest thereon, and all other amounts accrued for the benefit of the Revolving Lenders, shall be repaid or paid (it being understood, however, that any Letters of Credit may continue to be outstanding hereunder), and the aggregate amount of such pricingRefinancing Revolving Commitments does not exceed the aggregate amount of the Revolving Commitments so terminated; and (iii) assignments and participations of Refinancing Revolving Commitments and Refinancing Revolving Loans shall be governed by the same assignment and participation provisions applicable to Revolving Commitments and Revolving Loans. (b) The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 and, premiums to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) such legal opinions, board resolutions, secretary’s certificates, officer’s certificates and optional prepayment terms other documents as shall reasonably be requested by the Administrative Agent in connection with any such transaction and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be agreed reasonably requested by the Borrower Administrative Agent in order to ensure that such Credit Agreement Refinancing Indebtedness is provided with the benefit of the applicable Loan Documents. Each issuance of Credit Agreement Refinancing Indebtedness under Section 2.27(a) shall be in an aggregate principal amount that is (i) not less than $25,000,000 and (ii) an integral multiple of $5,000,000 in excess thereof. (c) Each of the parties hereto hereby agrees that this Agreement and the other Loan Documents may be amended pursuant to a Refinancing Amendment, without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto and (ii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Company, to effect the provisions of this Section 2.27, including any amendments necessary to treat the applicable Loans and/or Commitments established under the Refinancing Amendment as a new Class of loans and/or commitments hereunder, and the Lenders thereof;hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment. (d) This Section 2.27 shall supersede any provisions in Section 2.18(c) or Section 9.02 to the contrary.

Refinancing Amendments. (a) At any time On one or more occasions after the Closing Date, the Borrower may obtain, from any Lenders 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 Lenders Refinancing Lender”) (provided, provided that (i) the Administrative Agent (and, solely with respect to any Refinancing Amendment establishing any Revolving Credit CommitmentsAgent, each Letter of Credit Issuer) Swing Line Lender and each L/C Issuer shall have consented (not to be unreasonably withheld or delayed) to such Additional Lender’s or Additional Refinancing Lender’s making such Refinancing Term Loans or providing any Refinancing such Other Revolving Credit Commitments to the extent such consent consent, if any, would be required under Section 13.6(b10.07(b) for an assignment of Loans or Revolving Credit Commitments, as applicable, to such Lender or Additional Refinancing Lender; provided, further(ii) with respect to Refinancing Term Loans, that any Affiliated Refinancing Lender offered providing an 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 approached assignment to such Affiliated Lender of Term Loans and (iii) Affiliated Lenders may not provide all or a portion of the Refinancing Commitments may elect or decline, in its sole discretion, to provide a Refinancing CommitmentOther Revolving Credit Commitments), Credit Agreement Refinancing Indebtedness in respect of (a) all or any portion of the any Class of Term Loans then outstanding under this Agreement or (b) all or any portion of the Revolving Credit Loans (or unused Revolving Credit Commitments) then outstanding under this Agreement, in the form of (x) Refinancing Term Loans or Loans, Refinancing Term Loan Commitments or (y) Refinancing Revolving Credit Loans or Refinancing Commitments, Other Revolving Credit Commitments, as the case may be, in each case or Other Revolving Credit Loans pursuant to a Refinancing Amendment; provided that such Refinancing Term Loansnotwithstanding anything to the contrary in this Section 2.15 or otherwise, Refinancing Term Loan Commitments, Refinancing (1) the borrowing and repayment (except for (A) payments of interest and fees at different rates on Other Revolving Credit Loans Commitments (and Refinancing related outstandings), (B) repayments required upon the maturity date of the Other Revolving Credit Commitments: Commitments and (iC) will rank pari passu repayment made in right connection with a permanent repayment and termination of payment and of security with the other Loans and Commitments hereunder; commitments (ii) will have such pricing, premiums and optional prepayment terms as may be agreed by the Borrower and the Lenders thereof;subject to clause (3)

Refinancing Amendments. (a1) At any time after the Closing Date, the Borrower may obtain, from any Lenders Lender or any Additional Lenders Lender (provided, it being understood that the Administrative Agent (and, solely with respect to any Refinancing Amendment establishing any Revolving Credit Commitments, each Letter of Credit Issuer) shall have consented to such Additional Lender’s providing any Refinancing Commitments to the extent such consent would be required under Section 13.6(b) for an assignment of Loans or Commitments, as applicable, to such Additional Lender; provided, further, that any Lender offered or approached to provide all or a portion of the Refinancing Commitments may elect or decline, in its sole discretion, to provide a Refinancing Commitment), Credit Agreement Refinancing Indebtedness in respect of (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 Loans provided by Affiliated Lenders shall be subject to the limitations set forth in Section 10.07(8)), Other Loans to refinance all or any portion of the Term applicable Class or Classes of Loans then outstanding under this Agreement or (b) all or any portion of the Revolving Credit Loans (or unused Revolving Credit which will be made pursuant to Other Term Loan Commitments) under this Agreement, in the form case of (x) Refinancing Other Term Loans or Refinancing Term Loan Commitments or (y) Refinancing Loans, and pursuant to Other Revolving Credit Loans or Refinancing Revolving Credit Commitments, as in the case may beof Other Revolving Loans, in each case pursuant to a Refinancing Amendment; provided that such Refinancing Term Loans, Refinancing Term Loan Commitments, Refinancing Revolving Credit Other Loans and Refinancing Other Revolving Credit Commitments: Commitments (i) will shall rank pari passu 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)(I) shall have such pricinginterest rates (including through fixed interest rates), premiums 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/or (II) may provide for additional fees and/or premiums payable to the Lenders providing such Other Loans in addition to any of the items contemplated by the preceding clause (I), in each case, to the extent provided in the applicable Refinancing Amendment, (vi) may have optional prepayment terms (including call protection and prepayment terms and premiums) as may be agreed between the Borrower and the Lenders thereof;, (vii) at the time of incurrence thereof, will have a final maturity date no earlier than the Term Loans or Revolving Commitments being refinanced and, in the case of Other Term Loans, will have a Weighted Average Life to Maturity equal to or greater than the then-remaining Weighted Average Life to Maturity of the Term Loans being refinanced and (viii) will have such other terms and conditions (other than as provided in foregoing clauses (ii) through (vii)) that either, at the option of the Borrower, (I) 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), (II) 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 (II), 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 or, the 2020 Incremental Term Loans or the 2022 Incremental Term Loans, such Previously Absent Financial Maintenance Covenant shall be included for the benefit of the Closing Date Term Loans and/or, the 2020 Incremental Term Loans and/or the 2022 Incremental 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 (III) such terms as are reasonably satisfactory to the Administrative Agent (or in the case of the Priority Revolving Facility, the Priority Revolving Agent and, solely to the extent that such terms, provisions and documentation with respect to the Priority Revolving Facility would require consent of any Class of Lenders other than the Priority Revolving Lenders under Section 10.01, 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 and, the 2020 Incremental Term Loans and the 2022 Incremental Term Loans or (B) the lenders under Other Revolving Commitments, no consent shall be required from the Priority Revolving Agent (or the Administrative Agent unless, in the case of the Administrative Agent, the addition of such term or provision (or the provision of the features thereof) to the Priority Revolving Facility would require the consent of any Class of Lenders other than the Priority Revolving Lenders under Section 10.01, in which case the consent of the Administrative 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 Administrative Agent (and in the case of the Priority Revolving Facility, the Priority Revolving Agent), deliver customary reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent (and in the case of the Priority Revolving Facility, the Priority Revolving Agent) in order to ensure that such Other Loans or Other Revolving Commitments are provided with the benefit of the applicable Loan Documents. (2) Each Class of Other Commitments and Other Loans incurred under this Section 2.15 shall be in an aggregate principal amount that is not less than $5.0 million. The Administrative Agent (or in the case of the Priority Revolving Facility, the Priority Revolving 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 Other Commitments and Other Loans incurred pursuant thereto (including any amendments necessary to treat the Other Loans and/or Other 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 Administrative Agent (or in the case of the Priority Revolving Facility, the Priority Revolving Agent and, solely to the extent that such terms, provisions and documentation with respect to the Priority Revolving Facility would require consent of any Class of Lenders other than the Priority Revolving Lenders under Section 10.01, the Administrative Agent) and the Borrower, to effect the provisions of this Section 2.15. (3) This Section 2.15 shall supersede any provisions in Section 2.12, 2.13 or 10.01 to the contrary. For the avoidance of doubt, any of the provisions of this Section 2.15 may be amended with the consent of the Required Lenders (or the applicable Required Facility Lenders, if applicable). Notwithstanding anything to the contrary in Section 10.01, (a) each Refinancing Amendment may, without the consent of any other Loan Party, Agent or Lender, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent (or in the case of the Priority Revolving Facility, the Priority Revolving Agent and, solely to the extent that such terms, provisions and documentation with respect to the Priority Revolving Facility would require consent of any Class of Lenders other than the Priority Revolving Lenders under Section 10.01, 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 (or in the case of the Priority Revolving Facility, the Priority Revolving Agent) reasonably agrees that such modification is favorable to the applicable Lenders (provided that if any such terms proposed to be incorporated into the Priority Revolving Facility would require the consent of any Class of Lenders other than the Priority 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 On one or more occasions after the Closing Restatement Effective Date, the Borrower Borrowers may obtain, from any Lenders Lender or any Additional Lenders (provided, other bank or financial institution that the Administrative Agent (and, solely with respect to any Refinancing Amendment establishing any Revolving Credit Commitments, each Letter of Credit Issuer) shall have consented to such Additional Lender’s providing any Refinancing Commitments to the extent such consent would be required under Section 13.6(b) for an assignment of Loans or Commitments, as applicable, to such Additional Lender; provided, further, that any Lender offered or approached to provide all or a portion of the Refinancing Commitments may elect or declineagrees, in its sole discretion, to provide any portion of Refinancing Term Loans or Other Revolving Commitments pursuant to a Refinancing CommitmentAmendment in accordance with this Section 2.28 (each, an “Additional Refinancing Lender”) (provided that the Administrative Agent, the Swing Line Lender and each Issuing Bank 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 or providing such Other Revolving Commitments to the extent such consent, if any, would be required under Section 9.06(b) for an assignment of Loans or Revolving Commitments, as applicable, to such Lender or Additional Refinancing Lender), Credit Agreement Refinancing Indebtedness in respect of (a) all or any portion of the Term Loans then outstanding under this Agreement or (b) all or any portion of the Revolving Credit Loans (or unused Revolving Credit Commitments) then outstanding under this Agreement, in the form of Refinancing Term Loans, Refinancing Term Commitments, Other Revolving Loans or Other Revolving Commitments pursuant to a Refinancing Amendment; provided, further, that the following terms are satisfied: (xi) any Refinancing Term Loans may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) as among the various Classes of Term Loans (in accordance with the respective outstanding principal amounts thereof) in any voluntary or mandatory repayments or prepayments of Term Loans hereunder, as specified in the applicable Refinancing Amendment; (ii) 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 (iv) below)) of Other Revolving Loans after the date of obtaining any Other Revolving Commitments shall be made on a pro rata basis with all other Revolving Commitments; (iii) all Swing Line Loans and Letters of Credit shall be participated on a pro rata basis by all Lenders with Revolving Commitments in accordance with their Revolving Percentage; (iv) notwithstanding anything to the contrary herein, the permanent repayment of Other Revolving Loans with respect to, and termination of, Other Revolving Commitments after the date of the applicable Refinancing Amendment shall be made on a pro rata basis with all other Revolving Loans and Revolving Commitments, except that the US Borrower shall be permitted to permanently repay and terminate commitments of any such Class on a better than a pro rata basis as compared to any other Class with a later maturity date than such Class; (v) assignments and participations of Other Revolving Commitments and Other Revolving Loans shall be governed by the same assignment and participation provisions applicable to Revolving Commitments and Revolving Loans; (vi) any Refinancing Term Loans or Refinancing Term Loan Commitments shall be incurred solely by the US Borrower; and (vii) any Other Revolving Commitments shall be incurred solely by the US Borrower; provided that such Other Revolving Commitments may provide for subtranches for Other Revolving Loans to be made to the Canadian Borrower and the UK Borrower so long as the Dollar Equivalent of the aggregate principal amount of all Revolving Loans that may be made to (A) the Canadian Borrower shall not exceed $40,000,000 and (B) the UK Borrower shall not exceed $10,000,000. (b) The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) customary legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Restatement Effective Date other than changes to such legal opinion resulting from a Change in Law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements as may be reasonably requested by the Administrative Agent in order to ensure that the enforceability of the Foreign Guarantee Agreement, the Brazilian Foreign Guarantee Agreement and the Security Documents and the perfection and priority of the Liens under the Security Documents are preserved and maintained. (c) Each issuance of Credit Agreement Refinancing Indebtedness under Section 2.28(a) shall be in an aggregate principal amount that is (x) not less than $10,000,000 and (y) an integral multiple of $1,000,000 in excess thereof. (d) Each of the parties hereto hereby agrees that this Agreement and the other Loan Documents may be amended pursuant to a Refinancing Amendment, without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto and (ii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the US Borrower, to effect the provisions of this Section 2.28, and the Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment. (e) This Section 2.28 shall supersede any provisions in Section 9.01 or Section 9.07(a) to the contrary. (f) The establishment of Refinancing Term Commitments, Other Revolving Credit Commitments, Refinancing Term Loans and Other Revolving Loans shall be subject to the limitations set forth in the last sentence of the definition of “Class”. (g) For purposes of clarity, no Lender shall be required to provide any Refinancing Term Loans or Other Revolving Commitments, and the failure of any Lender to respond to any request to provide any Refinancing Term Loans or Other Revolving Credit Commitments shall be deemed to be, for such Lender, an election to decline to provide such Refinancing Term Loans or Other Revolving Commitments, as the case may be, in each case pursuant to a Refinancing Amendment; provided that such Refinancing Term Loans, Refinancing Term Loan Commitments, Refinancing Revolving Credit Loans and Refinancing Revolving Credit Commitments: (i) will rank pari passu in right of payment and of security with the other Loans and Commitments hereunder; (ii) will have such pricing, premiums and optional prepayment terms as may be agreed by the Borrower and the Lenders thereof;.

Refinancing Amendments. (a) At any time after the Closing DateThe Company may, the Borrower may obtain, from any Lenders or any Additional Lenders (provided, that by written notice to the Administrative Agent (andfrom time to time, solely with respect request Indebtedness in exchange for, or to any Refinancing Amendment establishing any Revolving Credit Commitmentsextend, each Letter of Credit Issuer) shall have consented to such Additional Lender’s providing any Refinancing Commitments to the extent such consent would be required under Section 13.6(b) for an assignment of renew, replace or refinance, in whole or in part, existing Incremental Term Loans or existing Revolving Loans (or unused Revolving Commitments, as applicable, to such Additional Lender; provided, further, that any Lender offered or approached to provide all or a portion of the Refinancing Commitments may elect or decline, in its sole discretion, to provide a Refinancing Commitment), Credit Agreement or any then-existing Refinancing Indebtedness Term Loans or Refinancing Revolving Commitments (solely for purposes of this Section 2.19, “Refinanced Debt”) in the form of (i) Refinancing Term Loans in respect of (a) all or any portion of the any Class of Term Loans then outstanding under this Agreement or (bii) Refinancing Revolving Commitments in respect of all or any portion of the any Revolving Credit Loans (or and the unused Revolving Credit CommitmentsCommitments with respect to such Revolving Loans) then outstanding under this Agreement, in the form of (x) Refinancing Term Loans or Refinancing Term Loan Commitments or (y) Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments, as the case may be, in each case pursuant to a Refinancing Amendment (such Indebtedness, “Refinancing Facility”). Each written notice to the Administrative Agent requesting a Refinancing Amendment shall set forth (i) the amount of the Refinancing Term Loans or Refinancing Revolving Commitments being requested (which shall be in minimum increments of $1,000,000 and a minimum amount of $10,000,000) and (ii) the date on which such Refinancing Term Loans or Refinancing Revolving Commitments are requested to become effective (which shall not be less than three Business Days (or such shorter period as the Administrative Agent may reasonably agree) after the date of such notice). The Company shall seek a Refinancing Facility from existing Lenders on a pro rata basis (each of which shall be entitled to agree or decline to participate in its sole discretion) and to the extent not accepted by existing Lenders, may invite any Person that is an Eligible Assignee (each such Person that is not an existing Lender and that agrees to provide any portion of the Refinancing Facility pursuant to a Refinancing Amendment in accordance with this Section 2.19, an “Additional Lender”). (b) Notwithstanding the foregoing, the effectiveness of any Refinancing Amendment shall be subject to (i) on the date of effectiveness thereof, no Event of Default shall have occurred and be continuing or shall be caused thereby, (ii) the terms of the applicable Refinancing Facility shall comply with Section 2.19(c), (iii) before and after giving effect to the incurrence of any Refinancing Facility, each of the conditions set forth in Section 5.02 shall be satisfied, and (iv) except as otherwise specified in the applicable Refinancing Amendment, the Administrative Agent shall have received (with sufficient copies for each of the Refinancing Term Loan Lenders and Refinancing Revolving Lenders, as applicable) legal opinions, board resolutions and other closing certificates reasonably requested by the Administrative Agent and consistent with those delivered on the Restatement Effective Date under Section 5.01. (c) The terms and provisions of any Refinancing Facility incurred pursuant to any Refinancing Amendment shall be, except as otherwise set forth herein or in the Refinancing Amendment and reasonably acceptable to the Administrative Agent, taken as a whole, determined by the Company, no more favorable to the Lenders providing such Indebtedness than those applicable to the applicable Refinanced Debt (other than any provisions which apply only to periods after the maturity date of the Refinanced Debt); provided that such Refinancing Term Loans, Refinancing Term Loan Commitments, Refinancing Revolving Credit Loans and Refinancing Revolving Credit Commitments: (i) such Refinancing Facility shall have (A) a maturity date no earlier than the maturity date of the applicable Refinanced Debt and (B) a weighted average life equal to or greater than that of the Refinanced Debt, (ii) there shall be no scheduled amortization of such Refinancing Facility consisting of Refinancing Revolving Commitments and the scheduled termination date of such Refinancing Revolving Commitments shall not be earlier than the scheduled termination date of the Refinanced Debt, (iii) such Refinancing Facility will rank pari passu or junior in right of payment and of security with the other Loans Obligations hereunder (and, if applicable, be subject to an Intercreditor Agreement) or be unsecured, (iv) such Refinancing Facility shall be guaranteed by the Guarantee, (v) the interest rate margin, rate floors, fees, original issue discount and premiums applicable to such Refinancing Facility shall be determined by the Company and the Lenders providing such Refinancing Facility, (vi) such Refinancing Facility (including, if such Indebtedness includes any Refinancing Revolving Commitments, the unused portion of such Refinancing Revolving Commitments) shall not have a greater principal amount than the principal amount of the Refinanced Debt plus accrued interest, fees and premiums (if any) thereon and fees and expenses associated with the refinancing, and the aggregate unused Refinancing Revolving Commitments hereunder;shall not exceed the unused Revolving Commitments being replaced, and (vii) such Refinanced Debt shall be repaid, defeased or satisfied and discharged on a dollar-for-dollar basis, and all accrued interest, fees and premiums (if any) in connection therewith shall be paid, substantially concurrently with the incurrence of such Refinancing Facility in accordance with the provisions of Section 2.13; provided, further, that to the extent that such Refinancing Facility consists of Refinancing Revolving Commitments, the Revolving Commitments being refinanced by such Refinancing Facility shall be terminated, and all accrued fees in connection therewith shall be paid, on the date such Refinancing Facility is issued, incurred or obtained. (iid) will have In connection with any Refinancing Facility pursuant to this Section 2.19, the Company, the Administrative Agent and each applicable Lender or Additional Lender shall execute and deliver to the Administrative Agent a Refinancing Amendment and such pricingother documentation as the Administrative Agent shall reasonably specify to evidence such Refinancing Facility. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, premiums upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent reasonably necessary to reflect the existence and optional prepayment terms of the Refinancing Facility incurred pursuant thereto. The Company and the Administrative Agent shall be entitled, without consent of any other Lender (except Lenders participating in the relevant Refinancing Facility), to enter into any technical amendments they shall reasonably deem necessary (including to the definition of “Pro Rata Share”) in order to add a Refinancing Facility to this Agreement, including to add Refinancing Loans as Obligations ranking pari passu and sharing pro rata with the Revolving Credit Facility, and to address the rights of Lenders to vote on amendments, including all affected Lender votes as may be agreed by applicable. This Section 2.19 shall supersede any provisions in Section 2.13 or 11.01 to the Borrower and the Lenders thereof;contrary.