Common use of Refinancing Amendments Clause in Contracts

Refinancing Amendments. (a) At any time after the Effective Date, the Borrower may obtain, from any Lender or any Additional Lender, Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Term Loans then outstanding under this Agreement (which for purposes of this clause (a) will be deemed to include any then outstanding Other Term Loans), in the form of Other Term Loans or Other Term Commitments; provided that the Net Proceeds of such Credit Agreement Refinancing Indebtedness shall be applied, substantially concurrently with the incurrence thereof, to the prepayment (or reduction) of outstanding Indebtedness being so refinanced, as the case may be, and accompanied by any prepayment premium payable thereon in accordance with the terms hereof. Each Class of Credit Agreement Refinancing Indebtedness incurred under this Section 2.21 shall be in an aggregate principal amount that is (x) not less than $5,000,000 in the case of Other Term Loans and (y) an integral multiple of $1,000,000 in excess thereof (in each case unless the Borrower and the 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 (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). 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 Lead Borrower, to effect the provisions of this Section. (b) This Section 2.21 shall supersede any provisions in Section 2.18 or Section 9.02 to the contrary.

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

Refinancing Amendments. (a) At any time On one or more occasions after the Effective Closing Date, the Borrower may obtain, from any Lender or any Additional Refinancing Lender, Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Term Loans then outstanding under this Agreement (which for purposes of this clause (a) will be deemed to include any then outstanding Other Term Loans)Agreement, in the form of Other Term Loans or Other Term Loan Commitments; provided , pursuant to a Refinancing Amendment. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 (which, for the avoidance of doubt, shall not require compliance with Section 7.09 for any incurrence of Other Term Loans) and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) customary legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Closing Date (conformed as appropriate) and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that the Net Proceeds of such Credit Agreement Refinancing Indebtedness shall be applied, substantially concurrently is provided with the incurrence thereof, to benefit of the prepayment applicable Loan Documents. (or reductionb) of outstanding Indebtedness being so refinanced, as the case may be, and accompanied by any prepayment premium payable thereon in accordance with the terms hereof. Each Class issuance of Credit Agreement Refinancing Indebtedness incurred under this Section 2.21 2.15(a) shall be in an aggregate principal amount that is (x) not less than $5,000,000 in the case of Other Term Loans and 25 million or (y) an integral multiple of $1,000,000 5 million in excess thereof (in each case thereof, unless the Borrower and the Administrative Agent shall otherwise agree). The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. agree in its discretion. (c) Each of the parties hereto hereby agrees that, upon that this Agreement and the effectiveness of any other Loan Documents may be amended pursuant to a Refinancing Amendment, this Agreement shall be deemed amended without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (thereto, including any amendments necessary without limitation to treat incorporate the Loans and Commitments subject thereto as applicable lenders in respect of Other Term Loans as “Lenders”, and the Other Term Loans as “Loans). Any Refinancing Amendment may” and/or “Term Loans”, without for all applicable purposes hereunder, including the consent definition of Required Lenders and to establish any other Lenderstranche of Other Term Loans an independent Class or Facility, as applicable, and (ii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Lead Borrower, to effect the provisions of this SectionSection 2.15, and the Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment, which shall not, for the avoidance of doubt be subject to Section 10.01. (b) This Section 2.21 shall supersede any provisions in Section 2.18 or Section 9.02 to the contrary.

Refinancing Amendments. (a) At any time On one or more occasions after the Effective Closing Date, the Borrower may obtain, from any Lender or any Additional Refinancing Lender, Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Term Loans then outstanding under this Agreement (which for purposes of this clause (a) will be deemed to include any then outstanding Other Term Loans or Incremental Term Loans), ) in the form of Other Term Loans or Other Term Commitments; provided Loan Commitments pursuant to a Refinancing Amendment. (b) The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 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 the Net Proceeds of such Credit Agreement Refinancing Indebtedness shall be applied, substantially concurrently is provided with the incurrence thereof, to benefit of the prepayment applicable Loan Documents. (or reductionc) of outstanding Indebtedness being so refinanced, as the case may be, and accompanied by any prepayment premium payable thereon in accordance with the terms hereof. Each Class issuance of Credit Agreement Refinancing Indebtedness incurred under this Section 2.21 2.15(a) shall be in an aggregate principal amount that is (x) not less than $5,000,000 in the case of Other Term Loans 15,000,000 and (y) an integral multiple of $1,000,000 in excess thereof thereof. (in each case unless the Borrower and the Administrative Agent otherwise agree). 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, upon that this Agreement and the effectiveness of any other Loan Documents may be amended pursuant to a Refinancing Amendment, this Agreement shall be deemed amended without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto and (including any amendments necessary ii) make such other changes to treat this Agreement and the Loans other Loan Documents consistent with the provisions and Commitments subject thereto as Other Term Loans). Any Refinancing Amendment may, intent of the third paragraph of Section 10.01 (without the consent of any other Lenders, the Required Lenders called for therein) and (iii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Lead Borrower, to effect the provisions of this SectionSection 2.15, and the Required Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment. (b) This Section 2.21 shall supersede any provisions in Section 2.18 or Section 9.02 to the contrary.

Refinancing Amendments. (a) At any time On one or more occasions after the Effective Closing Date, the Borrower may obtain, from any Lender or any Additional Refinancing Lender, Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Term Loans of any Class then outstanding under this Agreement (which for purposes of this clause (a) will be deemed to include any then outstanding Other Term Loans)Agreement, in the form of Other Term Loans or Other Term Loan Commitments; provided , pursuant to a Refinancing Amendment. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 (which, for the avoidance of doubt, shall not require compliance with Section 7.09 for any incurrence of Other Term Loans) and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) customary legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Closing Date (conformed as appropriate) and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that the Net Proceeds of such Credit Agreement Refinancing Indebtedness shall be applied, substantially concurrently is provided with the incurrence thereof, to benefit of the prepayment applicable Loan Documents. (or reductionb) of outstanding Indebtedness being so refinanced, as the case may be, and accompanied by any prepayment premium payable thereon in accordance with the terms hereof. Each Class issuance of Credit Agreement Refinancing Indebtedness incurred under this Section 2.21 2.15(a) shall be in an aggregate principal amount that is (x) not less than $5,000,000 in the case of Other Term Loans and 25 million or (y) an integral multiple of $1,000,000 5 million in excess thereof (in each case thereof, unless the Borrower and the Administrative Agent shall otherwise agree). The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. agree in its discretion. (c) Each of the parties hereto hereby agrees that, upon that this Agreement and the effectiveness of any other Loan Documents may be amended pursuant to a Refinancing Amendment, this Agreement shall be deemed amended without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (thereto, including any amendments necessary without limitation to treat incorporate the Loans and Commitments subject thereto as applicable lenders in respect of Other Term Loans as “Lenders”, and the Other Term Loans as “Loans). Any Refinancing Amendment may” and/or “Term Loans”, without for all applicable purposes hereunder, including the consent definition of Required Lenders and to establish any other Lenderstranche of Other Term Loans an independent Class or Facility, as applicable, and (ii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Lead Borrower, to effect the provisions of this SectionSection 2.15, and the Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment, which shall not, for the avoidance of doubt be subject to Section 10.01. (b) This Section 2.21 shall supersede any provisions in Section 2.18 or Section 9.02 to the contrary.

Refinancing Amendments. (a) At any time On one or more occasions after the Effective Escrow Release Date, the Borrower Borrowers may obtain, from any Lender or any Additional Refinancing Lender, Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Term Loans then outstanding under this Agreement (which for purposes of this clause (a) will be deemed to include any then outstanding Other Term Loans or Incremental Term Loans), ) in the form of Other Term Loans or Other Term Commitments; provided Loan Commitments pursuant to a Refinancing Amendment. (b) The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.2 and, to the extent reasonably requested by the Agent, receipt by the Agent of (i) customary legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Original 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 Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Agent in order to ensure that the Net Proceeds of such Credit Agreement Refinancing Indebtedness shall be applied, substantially concurrently is provided with the incurrence thereof, to benefit of the prepayment applicable Financing Agreements. (or reductionc) of outstanding Indebtedness being so refinanced, as the case may be, and accompanied by any prepayment premium payable thereon in accordance with the terms hereof. Each Class issuance of Credit Agreement Refinancing Indebtedness incurred under this Section 2.21 2.9(a) shall be in an aggregate principal amount that is (x) not less than $5,000,000 in the case of Other Term Loans 25,000,000 and (y) an integral multiple of $1,000,000 in excess thereof thereof. (in each case unless the Borrower and the Administrative Agent otherwise agree). 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, upon that this Agreement and the effectiveness of any other Financing Agreements may be amended pursuant to a Refinancing Amendment, this Agreement shall be deemed amended without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto thereto, (including any amendments necessary ii) make such other changes to treat this Agreement and the Loans other Financing Agreements consistent with the provisions and Commitments subject thereto as Other Term Loans). Any Refinancing Amendment may, intent of Section 12.3(g) (without the consent of any other Lenders, the Required Lenders called for therein) and (iii) effect such other amendments to this Agreement and the other Loan Documents Financing Agreements as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Lead Parent Borrower, to effect the provisions of this SectionSection 2.9, and the Required Lenders hereby expressly authorize the Agent to enter into any such Refinancing Amendment. (be) This Section 2.21 shall supersede any provisions in Section 2.18 or Section 9.02 Notwithstanding anything to the contrarycontrary in this Agreement, the 2016-1 Term B-4 Loans, 2016-2 Term B-4 Loans, the 2017-1 Term B-4 Loans, 2016-1 Term B-5 Loans, 2016-2 Term B-5 Loans and, the 2017-1 Term B-5 Loans, the 2016-1 Term B-6 Loans and the 2017-1 Term B-6 Loans shall be permitted under this Agreement.

Refinancing Amendments. (a) At any time after the Effective Date, the Borrower may obtain, from any Lender or any Additional LenderLender (but no such Lender or Additional Lender shall be obligated to provide), Credit Agreement Refinancing Indebtedness in respect of (i) all or any portion of the Term Loans then outstanding under this Agreement (which for purposes of this clause (ai) will be deemed to include any then outstanding Other Term Loans) or (ii) all or any portion of the Revolving Loans (or unused Revolving Commitments) under this Agreement (which for purposes of this clause (ii) will be deemed to include any then outstanding Other Revolving Loans, Other Revolving Commitments and Additional Revolving Commitments and loans issued thereunder), in the form of (x) Other Term Loans or Other Term Commitments or (y) Other Revolving Loans or Other Revolving Commitments, as the case may be; provided that the Net Proceeds of such Credit Agreement Refinancing Indebtedness shall be applied, substantially concurrently with the incurrence thereof, to the prepayment (or reduction) of outstanding Indebtedness being so refinancedrefinanced (or the case may be), as the case may be, be and accompanied by any prepayment premium payable thereon in accordance with the terms hereof. Each Class of Credit Agreement Refinancing Indebtedness incurred under this Section 2.21 shall be in an aggregate principal amount that is (x) not less than $5,000,000 in the case of Other Term Loans or $5,000,000 in the case of Other Revolving Loans and (y) an integral multiple of $1,000,000 in excess thereof (in each case unless the Borrower and the Administrative Agent otherwise agree). Any Refinancing Amendment may provide for the issuance of Letters of Credit for the account of the Borrower, pursuant to any Other Revolving Commitments established thereby, in each case on terms substantially equivalent to the terms applicable to Letters of Credit under the Revolving Commitments or as otherwise reasonably acceptable to the Administrative Agent; provided that no Issuing Bank shall be required to act as “issuing bank” under any such Refinancing Amendment without its written consent. The 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 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 Lead Borrower, to effect the provisions of this Section. In addition, if so provided in the relevant Refinancing Amendment and with the consent of each Issuing Bank, participations in Letters of Credit expiring on or after the Revolving Maturity Date shall be reallocated from Lenders holding Revolving Commitments to Lenders holding extended revolving commitments in accordance with the terms of such Refinancing Amendment; provided, however, that such participation interests shall, upon receipt thereof by the relevant Lenders holding Revolving Commitments, be deemed to be participation interests in respect of such Revolving Commitments and the terms of such participation interests (including the commission applicable thereto) shall be adjusted accordingly. (b) This Section 2.21 shall supersede any provisions in Section 2.18 or Section 9.02 to the contrary.

Refinancing Amendments. (a) At any time On one or more occasions after the Effective Closing Date, the Borrower may obtain, from any Lender or any Additional Refinancing Lender, Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Term Loans then outstanding under this Agreement (which for purposes of this clause (aSection 2.15(a) will be deemed to include any then outstanding Other Refinancing Term Loans and Incremental Term Loans), in the form of Other Refinancing Term Loans or Other Refinancing Term CommitmentsCommitments pursuant to a Refinancing Amendment; provided that notwithstanding anything to the Net Proceeds contrary in this Section 2.15 or otherwise, (1) the borrowing and repayment. (b) The effectiveness of any Refinancing Amendment shall be subject to the satisfaction (or waiver in accordance with Section 10.01) on the date thereof of each of the conditions set forth in Section 4.02 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 the Mexican Collateral Agent, as applicable, and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Credit Agreement Refinancing Indebtedness shall be applied, substantially concurrently is provided with the incurrence thereof, to benefit of the prepayment applicable Loan Documents. (or reductionc) of outstanding Indebtedness being so refinanced, as the case may be, and accompanied by any prepayment premium payable thereon in accordance with the terms hereof. Each Class issuance of Credit Agreement Refinancing Indebtedness incurred under this Section 2.21 2.15(a) shall be in an aggregate principal amount that is (x) not less than $5,000,000 in the case of Other Term Loans 50,000,000 and (y) an integral multiple of $1,000,000 25,000,000 in excess thereof thereof. (in each case unless the Borrower and the Administrative Agent otherwise agree). 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, upon that this Agreement and the effectiveness of any other Loan Documents may be amended pursuant to a Refinancing Amendment, this Agreement shall be deemed amended without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto and (including any amendments necessary ii) make such other changes to treat this Agreement and the Loans other Loan Documents consistent with the provisions and Commitments subject thereto as Other Term Loans). Any Refinancing Amendment may, intent of Section 10.01 (without the consent of any other Lenders, the Required Lenders called for therein) and (iii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Lead Borrower, to effect the provisions of this SectionSection 2.15, and the Required Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment. (be) This Section 2.21 2.15 shall supersede any provisions in Section 2.18 2.13 or Section 9.02 10.01 to the contrary.

Refinancing Amendments. (a) At any time On one or more occasions after the Effective Closing Date, the Borrower may obtain, from any Lender or any Additional Refinancing Lender, Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Term Loans then outstanding under this Agreement (which for purposes of this clause (a) will be deemed to include any then outstanding Other Term Loans)Agreement, in the form of Other Term Loans or Other Term Loan Commitments; provided , pursuant to a Refinancing Amendment. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 (which, for the avoidance of doubt, shall not require compliance with Section 7.09 for any incurrence of Other Term Loans) and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) customary legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Closing Date (conformed as appropriate) and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that the Net Proceeds of such Credit Agreement Refinancing Indebtedness shall be applied, substantially concurrently is provided with the incurrence thereof, to benefit of the prepayment applicable Loan Documents. (or reductionb) of outstanding Indebtedness being so refinanced, as the case may be, and accompanied by any prepayment premium payable thereon in accordance with the terms hereof. Each Class issuance of Credit Agreement Refinancing Indebtedness incurred under this Section 2.21 2.15(a) shall be in an aggregate principal amount that is (x) not less than $5,000,000 in the case of Other Term Loans and 25 million or (y) an integral multiple of $1,000,000 5 million in excess thereof (in each case thereof, unless the Borrower and the Administrative Agent shall otherwise agree). The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. agree in its discretion. (c) Each of the parties hereto hereby agrees that, upon that this Agreement and the effectiveness of any other Loan Documents may be amended pursuant to a Refinancing Amendment, this Agreement shall be deemed amended without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (thereto, including any amendments necessary without limitation to treat incorporate the Loans and Commitments subject thereto as applicable lenders in respect of Other Term Loans as “Lenders”, and the Other Term Loans as “Loans). Any Refinancing Amendment may” and/or “Term Loans”, without for all applicable purposes hereunder, including the consent definitions of Required Lenders and Required Class Lenders and to establish any other Lenderstranche of Other Term Loans an independent Class or Facility, as applicable, and (ii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Lead Borrower, to effect the provisions of this SectionSection 2.15, and the Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment, which shall not, for the avoidance of doubt be subject to Section 10.01. (b) This Section 2.21 shall supersede any provisions in Section 2.18 or Section 9.02 to the contrary.

Refinancing Amendments. (a) At any time On one or more occasions after the Effective Closing Date, the Borrower may obtain, from any Lender or any Additional Lender, Credit Agreement Refinancing Indebtedness in respect of all other bank or financial institution that agrees to provide any portion of the Refinancing Term Loans then outstanding under pursuant to a Refinancing Amendment in accordance with this Agreement Section 2.17 (which for purposes of this clause (a) will be deemed to include any then outstanding Other Term Loanseach, an “Additional Refinancing Lender”), in the form of Other Term Loans or Other Term Commitments; provided that the Net Proceeds of Administrative Agent shall have consented (such Credit Agreement consent not to be unreasonably withheld or delayed) to such Lender’s or Additional Refinancing Indebtedness shall be applied, substantially concurrently with the incurrence thereof, Lender’s making such Refinancing Term Loans to the prepayment extent such consent, if any, would be required under Section 10.06(b)(iii) for an assignment of Loans to such Lender or Additional Refinancing Lender and such Additional Refinancing Lender is an Eligible Assignee; provided, further, that any Refinancing Term Loans may participate on a pro rata basis or on a less than pro rata basis (or reductionbut not on a greater than pro rata basis) as among the various Classes of outstanding Indebtedness being so refinanced, as the case may be, and accompanied by any prepayment premium payable thereon Term Loans (in accordance with the terms hereof. respective outstanding principal amounts thereof) in any voluntary or mandatory repayments or prepayments of Term Loans hereunder, as specified in the applicable Refinancing Amendment; (b) The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 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 Security Documents (including modifications to the Mortgages) as may be reasonably requested by the Administrative Agent in order to ensure that the enforceability of the Security Documents and the perfection and priority of the Liens thereunder are preserved and maintained. (c) Each Class issuance of Credit Agreement Refinancing Indebtedness incurred under this Section 2.21 2.17(a) shall be in an aggregate principal amount that is (x) not less than $5,000,000 in the case of Other Term Loans and 5,000,000. (yd) an integral multiple of $1,000,000 in excess thereof (in each case unless the Borrower and the 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 that this Agreement and the effectiveness of any other Loan Documents may be amended pursuant to a Refinancing Amendment, this Agreement shall be deemed amended without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto and (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans). Any Refinancing Amendment may, without the consent of any other Lenders, ii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Lead Borrower, to effect the provisions of this SectionSection 2.17, and the Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment. (be) This Section 2.21 2.17 shall supersede any provisions in Section 2.18 or Section 9.02 10.01 to the contrary.

Refinancing Amendments. (a) At any time On one or more occasions after the Effective Escrow Release Date, the Borrower Borrowers may obtain, from any Lender or any Additional Refinancing Lender, Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Term Loans then outstanding under this Agreement (which for purposes of this clause (a) will be deemed to include any then outstanding Other Term Loans or Incremental Term Loans), ) in the form of Other Term Loans or Other Term Commitments; provided Loan Commitments pursuant to a Refinancing Amendment. (b) The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.2 and, to the extent reasonably requested by the Agent, receipt by the Agent of (i) customary legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Original 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 Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Agent in order to ensure that the Net Proceeds of such Credit Agreement Refinancing Indebtedness shall be applied, substantially concurrently is provided with the incurrence thereof, to benefit of the prepayment applicable Financing Agreements. (or reductionc) of outstanding Indebtedness being so refinanced, as the case may be, and accompanied by any prepayment premium payable thereon in accordance with the terms hereof. Each Class issuance of Credit Agreement Refinancing Indebtedness incurred under this Section 2.21 2.9(a) shall be in an aggregate principal amount that is (x) not less than $5,000,000 in the case of Other Term Loans 25,000,000 and (y) an integral multiple of $1,000,000 in excess thereof thereof. (in each case unless the Borrower and the Administrative Agent otherwise agree). 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, upon that this Agreement and the effectiveness of any other Financing Agreements may be amended pursuant to a Refinancing Amendment, this Agreement shall be deemed amended without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto thereto, (including any amendments necessary ii) make such other changes to treat this Agreement and the Loans other Financing Agreements consistent with the provisions and Commitments subject thereto as Other Term Loans). Any Refinancing Amendment may, intent of Section 12.3(g) (without the consent of any other Lenders, the Required Lenders called for therein) and (iii) effect such other amendments to this Agreement and the other Loan Documents Financing Agreements as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Lead Parent Borrower, to effect the provisions of this SectionSection 2.9, and the Required Lenders hereby expressly authorize the Agent to enter into any such Refinancing Amendment. (be) This Section 2.21 shall supersede any provisions in Section 2.18 or Section 9.02 Notwithstanding anything to the contrarycontrary in this Agreement, the 2016-1 Term B-4 Loans and, 2016-2 Term B-4 Loans, 2016-1 B-5 Loans, 2016-2 B-5 Loans and 2016-1 B-6 Loans shall be permitted under this Agreement.

Refinancing Amendments. (a) At any time after the Effective Restatement Date, the Borrower may obtain, from any Lender or any Additional additional Lender, Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Term Loans then outstanding under this Agreement (which for purposes of this clause (a) will be deemed to include any then outstanding Other Term Loans), in the form of Other Term Loans or Other Term Commitments, in each case pursuant to a Refinancing Amendment; provided that the Net Proceeds net proceeds of such Credit Agreement Refinancing Indebtedness shall be applied, substantially concurrently with the incurrence thereof, to the prepayment (or reduction) of outstanding Indebtedness Loans (and termination of commitments related thereto) being so refinanced, as the case may be, and accompanied by any prepayment premium payable thereon in accordance with the terms hereof. Each Class of Credit Agreement Refinancing Indebtedness incurred under this Section 2.21 2.14 shall be in an aggregate principal amount that is (xi) not less than $5,000,000 in the case of Other Term Loans 10 million and (yii) an integral multiple of $1,000,000 1.0 million, in excess thereof (in each case unless the Borrower and the 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 (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 LoansLoans and/or Other Commitments). Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and 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 Lead Borrower, to effect the provisions of this Section. (b) This Notwithstanding anything to the contrary, this Section 2.21 2.14 shall supersede any provisions in Section 2.18 2.03, Section 2.05, Section 2.10 or Section 9.02 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 Notwithstanding anything to the Effective Datecontrary in this Agreement, including Section 2.17 (which provisions shall not be applicable to this Section 2.24), the Borrower may obtainby written notice to the Administrative Agent establish one or more additional tranches of term loans under this Agreement (such loans, from “Refinancing Loans”), all Net Cash Proceeds of which are used to refinance in whole or in part any Class of Loans pursuant to Section 2.12(c). Each such notice shall specify the date (each, a “Refinancing Effective Date”) on which the Borrower proposes that the Refinancing Loans shall be made, which shall be a date not earlier than five (5) Business Days after the date on which such notice is delivered to the Administrative Agent (or such shorter period agreed to by the Administrative Agent in its sole discretion); provided that: (i) before and after giving effect to the borrowing of such Refinancing Loans on the Refinancing Effective Date (A) the representations and warranties set forth in Article III and in each other Loan Document shall be true and correct in all material respects (or in all respects to the extent qualified by materiality or Material Adverse Effect) on and as of such date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (or in all respects to the extent qualified by materiality or Material Adverse Effect) on and as of such earlier date, (B) no Default or Event of Default shall have occurred and be continuing, and the Administrative Agent shall have received a certificate as to the accuracy of the matters set forth in clauses (A) and (B) dated such date and executed by a Responsible Officer of the Borrower; (ii) the final maturity date of the Refinancing Loans shall be no earlier than the date that is 91 days after the Maturity Date; (iii) the Weighted Average Life to Maturity of such Refinancing Loans shall be no shorter than 91 days after the then-remaining Weighted Average Life to Maturity of the Initial Term Loans (which, for purposes hereof, shall be calculated as though no prepayments which reduce amortization on the Initial Term Loans have been made); (iv) the aggregate principal amount of the Refinancing Loans shall not exceed the outstanding principal amount of the refinanced Loans plus amounts used to pay fees, premiums, costs and expenses (including original issue discount) and accrued interest associated therewith; (v) if all other terms applicable to such Refinancing Loans (other than provisions relating to original issue discount, upfront fees, interest rates and any other pricing terms (which original issue discount, upfront fees, interest rates and other pricing terms shall not be subject to the provisions set forth in Section 2.23(b)(iii)) and optional prepayment or mandatory prepayment or redemption terms, which shall be as agreed between the Borrower and the Lenders providing such Refinancing Loans) taken as a whole shall (as determined by the Borrower in good faith) be more restrictive to the Borrower and its Restricted Subsidiaries than, the terms, taken as a whole, applicable to the Loans being refinanced, then, except to the extent such covenants and other terms apply solely to any period after the Latest Maturity Date, the Loans will be modified to reflect such more restrictive terms (taken as a whole) and the Borrower and the Administrative Agent may amend this Agreement for such purpose without the consent of any other party hereto; (vi) there shall be no borrower (other than the Borrower) and no guarantors (other than the Loan Guarantors) in respect of such Refinancing Loans; (vii) Refinancing Loans shall not be secured by any asset other than the Collateral; and (viii) Refinancing Loans may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) in any mandatory prepayments (other than as provided otherwise in the case of such prepayments pursuant to Section 2.12(c)) hereunder, as specified in the applicable Refinancing Amendment. (b) The Borrower may approach any Lender or any Additional Lender, Credit Agreement Refinancing Indebtedness in respect of other person (other than an Ineligible Institution) pursuant to Section 9.04 to provide all or any a portion of the Term Refinancing Loans; provided, that any Lender offered or approached to provide all or a portion of the Refinancing Loans then outstanding under this Agreement (which may elect or decline, in its sole discretion, to provide a Refinancing Loan. Any Refinancing Loans made on any Refinancing Effective Date shall be designated an additional Class of Loans for all purposes of this clause (a) will be deemed to include Agreement; provided, further, that any then outstanding Other Term Loans), in the form of Other Term Refinancing Loans or Other Term Commitments; provided that the Net Proceeds of such Credit Agreement Refinancing Indebtedness shall be applied, substantially concurrently with the incurrence thereofmay, to the prepayment extent provided in the applicable Refinancing Amendment governing such Refinancing Loans, be designated as an increase in any previously established Class of Loans made to the Borrower. (c) The Borrower, the Administrative Agent and each Lender providing the applicable Refinancing Loans shall execute and deliver to the Administrative Agent an amendment to this Agreement in form reasonably satisfactory to the Administrative Agent and the Borrower (a “Refinancing Amendment”) and such other documentation as the Administrative Agent shall reasonably specify to evidence such Refinancing Loans. Notwithstanding anything to the contrary set forth in this Agreement or reductionany other Loan Document (including without limitation this Section 2.24), (i) the aggregate amount of Refinancing Loans will not be included in the calculation of clause (i) of outstanding Indebtedness being so refinancedthe definition of Incremental Loan Amount, as the case may be, (ii) Refinancing Loans shall be in integral multiples of $1,000,000 and accompanied by any prepayment premium payable thereon in accordance with the terms hereof. Each Class of Credit Agreement Refinancing Indebtedness incurred under this Section 2.21 shall be in an aggregate principal amount that is (x) not less than $5,000,000 in the case of Other Term Loans and (y) an integral multiple of $1,000,000 in excess thereof (10,000,000, or, in each case unless case, a lesser amount if such lesser amount constitutes the Borrower and remaining balance of the Class of Loans being refinanced or as may be reasonably be agreed to by the Administrative Agent otherwise agree). The Administrative Agent Agent, (iii) there shall promptly notify each Lender as be no condition to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness any incurrence of any Refinancing AmendmentLoan at any time or from time to time other than those set forth in Section 2.24(a) above, this Agreement and (iv) all Refinancing Loans and all obligations in respect thereof 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). Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to Obligations under this Agreement and the other Loan Documents as may that rank equally and ratably in right of security with the Loans and other Obligations. For the avoidance of doubt, all Net Cash Proceeds from the incurrence of Refinancing Loans (other than solely by means of extending or renewing then existing Refinancing Loans without resulting in any Net Cash Proceeds), shall be necessary or appropriate, in applied to the reasonable opinion payment of the Administrative Agent and Loans being refinanced no later than three (3) Business Days after the Lead Borrower, to effect the provisions of this Sectiondate on which such Refinancing Loans are incurred. (b) This Section 2.21 shall supersede any provisions in Section 2.18 or Section 9.02 to the contrary.

Refinancing Amendments. (a) At any time after the Effective Date, the Borrower may obtain, from any Lender or any Additional Lenderother Eligible Assignee, Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Term Loans then outstanding under this Agreement (which for purposes of this clause (a) will be deemed to include any then outstanding Other Term Loans), Debt in the form of Other Term Loans Advances or Other Term Commitments; provided that the Net Proceeds of such Credit Agreement Refinancing Indebtedness shall be applied, substantially concurrently with the incurrence thereof, to the prepayment (or reduction) of outstanding Indebtedness being so refinanced, as the case may be, and accompanied by any prepayment premium payable thereon in accordance with the terms hereof. Each Class of Credit Agreement Refinancing Indebtedness incurred under this Section 2.21 shall be in an aggregate principal amount that is (x) not less than $5,000,000 in the case of Other Term Loans and (y) an integral multiple of $1,000,000 in excess thereof (Commitments in each case unless pursuant to a Refinancing Amendment. Any Other Advances may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments hereunder, as specified in the Borrower and applicable Refinancing Amendment. The effectiveness of any Refinancing Amendment shall be subject to the Administrative Agent otherwise agree)satisfaction on the date thereof of each of the conditions set forth in Section 3.02, together with customary legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements generally consistent with those delivered on the Effective Date under Section 3.02. 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 Debt incurred pursuant thereto (including any amendments necessary to treat the Loans Advances and Commitments subject thereto as Other Term LoansAdvances and/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 Lead Borrower, to effect the provisions of this Section. (b) Section 2.19. This Section 2.21 2.19 shall supersede any provisions in Section 2.18 2.06, 2.13 or Section 9.02 9.01 to the contrary.

Refinancing Amendments. (a) At any time On one or more occasions after the Effective Closing Date, the Borrower may obtain, from any Lender or any Additional Lender, Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Term Loans then outstanding under this Agreement (which for purposes of this clause (a) will be deemed to include any then outstanding Other Term or Revolving Loans), in the form of Other Term Refinancing Loans or Other Term Commitments; provided that the Net Proceeds of such Credit Agreement Refinancing Indebtedness shall be applied, substantially concurrently with the incurrence thereof, Commitments made pursuant to the prepayment (or reduction) of outstanding Indebtedness being so refinanced, as the case may be, and accompanied by any prepayment premium payable thereon in accordance with the terms hereofa Refinancing Amendment. Each Class issuance of Credit Agreement Refinancing Indebtedness incurred under this Section 2.21 2.15 shall be in an aggregate principal amount that is (x) not less than $5,000,000 in the case of Other Term Loans 1,000,000 and (y) an integral multiple of $1,000,000 500,000 in excess thereof. (b) The effectiveness of any Refinancing Amendment will be subject only to the satisfaction on the date thereof (in each case unless of such conditions as may be requested by the Borrower and providers of the Administrative Agent otherwise agree)applicable Refinancing Loans. The Administrative Agent shall will promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall will be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Credit Agreement Refinancing Indebtedness Loans incurred pursuant thereto (including any amendments necessary to treat the Term Loans and Commitments or Revolving Loans subject thereto as Other Refinancing Term Loans or Refinancing Revolving Loans, respectively). . (c) Any Refinancing Amendment may, without the consent of any Person other Lendersthan the Administrative Agent, the Borrower and the Persons providing the applicable Refinancing Loans, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Lead Borrower, to effect the provisions of this Section. (b) Section 2.15. This Section 2.21 shall supersede 2.15 supersedes any provisions in Section 2.18 or Section 9.02 10.01 to the contrary.

Refinancing Amendments. (a) At any time On one or more occasions after the Effective Escrow Release Date, the Borrower Borrowers may obtain, from any Lender or any Additional Refinancing Lender, Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Term Loans then outstanding under this Agreement (which for purposes of this clause (a) will be deemed to include any then outstanding Other Term Loans or Incremental Term Loans), ) in the form of Other Term Loans or Other Term Commitments; provided Loan Commitments pursuant to a Refinancing Amendment. (b) The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.2 and, to the extent reasonably requested by the Agent, receipt by the Agent of (i) customary legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Original 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 Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Agent in order to ensure that the Net Proceeds of such Credit Agreement Refinancing Indebtedness shall be applied, substantially concurrently is provided with the incurrence thereof, to benefit of the prepayment applicable Financing Agreements. (or reductionc) of outstanding Indebtedness being so refinanced, as the case may be, and accompanied by any prepayment premium payable thereon in accordance with the terms hereof. Each Class issuance of Credit Agreement Refinancing Indebtedness incurred under this Section 2.21 2.9(a) shall be in an aggregate principal amount that is (x) not less than $5,000,000 in the case of Other Term Loans 25,000,000 and (y) an integral multiple of $1,000,000 in excess thereof thereof. (in each case unless the Borrower and the Administrative Agent otherwise agree). 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, upon that this Agreement and the effectiveness of any other Financing Agreements may be amended pursuant to a Refinancing Amendment, this Agreement shall be deemed amended without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto thereto, (including any amendments necessary ii) make such other changes to treat this Agreement and the Loans other Financing Agreements consistent with the provisions and Commitments subject thereto as Other Term Loans). Any Refinancing Amendment may, intent of Section 12.3(g) (without the consent of any other Lenders, the Required Lenders called for therein) and (iii) effect such other amendments to this Agreement and the other Loan Documents Financing Agreements as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Lead Parent Borrower, to effect the provisions of this SectionSection 2.9, and the Required Lenders hereby expressly authorize the Agent to enter into any such Refinancing Amendment. (b) This Section 2.21 shall supersede any provisions in Section 2.18 or Section 9.02 to the contrary.

Refinancing Amendments. (a) At any time On one or more occasions after the Effective Escrow Release Date, the Borrower Borrowers may obtain, from any Lender or any Additional Refinancing Lender, Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Term Loans then outstanding under this Agreement (which for purposes of this clause (a) will be deemed to include any then outstanding Other Term Loans or Incremental Term Loans), ) in the form of Other Term Loans or Other Term Commitments; provided Loan Commitments pursuant to a Refinancing Amendment. (b) The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.2 and, to the extent reasonably requested by the Agent, receipt by the Agent of (i) customary legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Original 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 Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Agent in order to ensure that the Net Proceeds of such Credit Agreement Refinancing Indebtedness shall be applied, substantially concurrently is provided with the incurrence thereof, to benefit of the prepayment applicable Financing Agreements. (or reductionc) of outstanding Indebtedness being so refinanced, as the case may be, and accompanied by any prepayment premium payable thereon in accordance with the terms hereof. Each Class issuance of Credit Agreement Refinancing Indebtedness incurred under this Section 2.21 2.9(a) shall be in an aggregate principal amount that is (x) not less than $5,000,000 in the case of Other Term Loans 25,000,000 and (y) an integral multiple of $1,000,000 in excess thereof thereof. (in each case unless the Borrower and the Administrative Agent otherwise agree). 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, upon that this Agreement and the effectiveness of any other Financing Agreements may be amended pursuant to a Refinancing Amendment, this Agreement shall be deemed amended without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto thereto, (including any amendments necessary ii) make such other changes to treat this Agreement and the Loans other Financing Agreements consistent with the provisions and Commitments subject thereto as Other Term Loans). Any Refinancing Amendment may, intent of Section 12.3(g) (without the consent of any other Lenders, the Required Lenders called for therein) and (iii) effect such other amendments to this Agreement and the other Loan Documents Financing Agreements as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Lead Parent Borrower, to effect the provisions of this SectionSection 2.9, and the Required Lenders hereby expressly authorize the Agent to enter into any such Refinancing Amendment. (be) This Section 2.21 shall supersede any provisions in Section 2.18 or Section 9.02 Notwithstanding anything to the contrarycontrary in this Agreement, the 2016-1 Term B-4 Loans and 2016-1 B-5 Loans shall be permitted under this Agreement.

Refinancing Amendments. (a) At any time On one or more occasions after the Effective Closing Date, the Borrower may obtain, from any Lender or any other bank, financial institution or other institutional lender or investor that agrees to provide any portion of any Refinancing Term Loans pursuant to a Refinancing Amendment in accordance with this Section 2.14 (each, an “Additional Refinancing Lender”), Credit Agreement Refinancing Indebtedness in respect of all or any portion of any Class, as selected by the Borrower in its sole discretion, of Term Loans then outstanding under this Agreement (which for purposes of this clause (a) will be deemed to include any then outstanding Other Term Loans)Agreement, in the form of Other Refinancing Term Loans or Other Refinancing Term Commitments; provided , in each case, pursuant to a Refinancing Amendment. (b) The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 2.13(d)(i) and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) customary legal opinions, board resolutions and officer’s 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 the Net Proceeds of such Credit Agreement Refinancing Indebtedness shall be applied, substantially concurrently is provided with the incurrence thereof, to benefit of the prepayment applicable Loan Documents. (or reductionc) of outstanding Indebtedness being so refinanced, as the case may be, and accompanied by any prepayment premium payable thereon in accordance with the terms hereof. Each Class issuance of Credit Agreement Refinancing Indebtedness incurred under this Section 2.21 2.14(a) shall be in an aggregate principal amount that is (x) not less than $5,000,000 in the case of Other Term Loans 10,000,000 and (y) an integral multiple of $1,000,000 in excess thereof thereof. (in each case unless the Borrower and the Administrative Agent otherwise agree). 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, upon that this Agreement and the effectiveness of any other Loan Documents may be amended pursuant to a Refinancing Amendment, this Agreement shall be deemed amended without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto and (including any amendments necessary ii) make such other changes to treat this Agreement and the Loans other Loan Documents consistent with the provisions and Commitments subject thereto as Other Term Loans). Any Refinancing Amendment may, intent of the fifth paragraph to Section 10.01 (without the consent of any other Lenders, the Required Lenders called for therein) and (iii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Lead Borrower, to effect the provisions of this SectionSection 2.14, and the Required Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment. (be) This Section 2.21 2.14 shall supersede any provisions provision in Section 2.18 2.12 or Section 9.02 10.01 to the contrary.

Refinancing Amendments. (a) At any time On one or more occasions after the Effective Closing Date, the Borrower may obtain, from any Lender or any Additional Lenderother bank, Credit Agreement financial institution (b) The effectiveness of any Refinancing Indebtedness in respect Amendment shall be subject to the satisfaction on the date thereof of all or any portion each of the Term Loans then outstanding under this Agreement (which for purposes of this clause (a) will be deemed to include any then outstanding Other Term Loans), conditions set forth in the form of Other Term Loans or Other Term Commitments; provided that the Net Proceeds of such Credit Agreement Refinancing Indebtedness shall be applied, substantially concurrently with the incurrence thereofSection 4.02 and, to the prepayment 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 reductionchange to (c) of outstanding Indebtedness being so refinanced, as the case may be, and accompanied by any prepayment premium payable thereon in accordance with the terms hereof. Each Class issuance of Credit Agreement Refinancing Indebtedness incurred under this Section 2.21 2.15(a) shall be in an aggregate principal amount that is (x) not less than $5,000,000 in the case of Other Term Loans 10,000,000 and (y) an integral multiple of $1,000,000 in excess thereof thereof. (in each case unless the Borrower and the Administrative Agent otherwise agree). 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, upon that this Agreement and the effectiveness of any other Loan Documents may be amended pursuant to a Refinancing Amendment, this Agreement shall be deemed amended without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto and (including any amendments necessary ii) make such other changes to treat this Agreement and the Loans other Loan Documents consistent with the provisions and Commitments subject thereto as Other Term Loans). Any Refinancing Amendment may, intent of the third paragraph of Section 10.01 (without the consent of any other Lenders, the Required Lenders called for therein) and (iii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Lead Borrower, to effect the provisions of this SectionSection 2.15, and the Required Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment. (be) This Section 2.21 2.15 shall supersede any provisions in Section 2.18 2.13 or Section 9.02 10.01 to the contrary.

Refinancing Amendments. (a) At any time On one or more occasions after the Effective Closing Date, the Borrower may obtain, from any Lender or any Additional Refinancing Lender, Credit Agreement Refinancing Indebtedness in respect of all or any portion of the any Incremental Term Loans then outstanding under this Agreement (which for purposes of this clause (a) will be deemed to include any then outstanding Other Term Loans)Agreement, in the form of Other Term Loans or Other Term Loan Commitments; provided , pursuant to a Refinancing Amendment. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 (which, for the avoidance of doubt, shall not require compliance with Section 7.09 for any incurrence of Other Term Loans) and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) customary legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Closing Date (conformed as appropriate) and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that the Net Proceeds of such Credit Agreement Refinancing Indebtedness shall be applied, substantially concurrently is provided with the incurrence thereof, to benefit of the prepayment applicable Loan Documents. (or reductionb) of outstanding Indebtedness being so refinanced, as the case may be, and accompanied by any prepayment premium payable thereon in accordance with the terms hereof. Each Class issuance of Credit Agreement Refinancing Indebtedness incurred under this Section 2.21 2.15(a) shall be in an aggregate principal amount that is (x) not less than $5,000,000 in the case of Other Term Loans and 25 million or (y) an integral multiple of $1,000,000 5 million in excess thereof (in each case thereof, unless the Borrower and the Administrative Agent shall otherwise agree). The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. agree in its discretion. (c) Each of the parties hereto hereby agrees that, upon that this Agreement and the effectiveness of any other Loan Documents may be amended pursuant to a Refinancing Amendment, this Agreement shall be deemed amended without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (thereto, including any amendments necessary without limitation to treat incorporate the Loans and Commitments subject thereto as applicable lenders in respect of Other Term Loans as “Lenders”, and the Other Term Loans as “Loans). Any Refinancing Amendment may”, without for all applicable purposes hereunder, including the consent definitions of Required Lenders and Required Class Lenders and to establish any other Lenderstranche of Other Term Loans an independent Class or Facility, as applicable, and (ii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Lead Borrower, to effect the provisions of this SectionSection 2.15, and the Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment, which shall not, for the avoidance of doubt be subject to Section 10.01. No Lender shall be obligated to provide any Credit Agreement Refinancing Indebtedness unless it so agrees in its sole and absolute discretion. (b) This Section 2.21 shall supersede any provisions in Section 2.18 or Section 9.02 to the contrary.

Refinancing Amendments. (a) At So long as no Specified Default exists or would arise therefrom, at any time after the Third Amendment Effective Date, the Borrower Borrowers may obtain, from any Lender, any Additional Lender or any Additional Lenderother Person, Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Term Loans then outstanding under this Agreement Facility (which for purposes of this clause (a) will be deemed to include any then outstanding (w) Other ABL Term Loans), (x) Incremental ABL Term Loans, (y) Other Revolving Credit Loans and (z) Loans provided against the Incremental Revolving Commitments, but will exclude the commitments in respect of the FILO Tranche unless (1) the Loans comprising the FILO Tranche are the only Loans outstanding and (2) the Commitments for the Revolving Credit Facility (excluding the FILO Tranche) have been terminated) in the form of (i) one or more Other ABL Term Loans or Other ABL Term Commitments; provided that , (ii) one or more Other Revolving Credit Loans or Other Revolving Credit Commitments, or (iii) in the Net Proceeds case of such Credit Agreement Refinancing Indebtedness shall be appliedthe FILO Tranche, substantially concurrently with the incurrence thereofa new “first-in, to the prepayment (or reduction) of outstanding Indebtedness being so refinancedlast-out” tranche, as the case may be, and accompanied by any prepayment premium payable thereon in accordance with the terms hereofeach case pursuant to a Refinancing Amendment. Each Class Tranche of Credit Agreement Refinancing Indebtedness incurred under this Section 2.21 Subsection 2.7 shall be in an aggregate principal amount that is (x) not less than $5,000,000 15,000,000 in the case of Other ABL Term Loans or Other Revolving Credit Loans and (y) an integral multiple of $1,000,000 5,000,000 in excess thereof. (b) The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof (of each of the conditions set forth in Subsection 6.2(a) and 6.2(b) and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of legal opinions in form and substance reasonably satisfactory to the Administrative Agent from counsel to the applicable Borrowers reasonably satisfactory to the Administrative Agent. Any Refinancing Amendment may provide for the issuance of Letters of Credit for the account of the Borrowers, or the provision to the Borrowers of Swingline Loans, pursuant to any Other Revolving Credit Commitments established thereby, in each case unless on terms substantially equivalent to the Borrower terms applicable to Letters of Credit and Swingline Loans under the Administrative Agent otherwise agree). Commitments. (c) The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other ABL Term Loans, Other Revolving Credit Loans, Other Revolving Credit Commitments and/or Other ABL Term Commitments). Any The Lenders hereby irrevocably authorize the Administrative Agent to enter into any Refinancing Amendment may, without the consent of any other Lenders, to effect such amendments to this Agreement and the other Loan Documents and such technical amendments as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Lead BorrowerBorrower Representative, to effect the provisions of this SectionSubsection 2.7. In addition, if so provided in the relevant Refinancing Amendment and with the consent of each Issuing Lender, participations in Letters of Credit expiring on or after the Termination Date shall be partially or entirely reallocated from Lenders holding Commitments to Lenders holding extended revolving commitments in accordance with the terms of such Refinancing Amendment; provided, however, that such participation interests shall, upon receipt thereof by the relevant Lenders holding Commitments, be deemed to be participation interests in respect of such Commitments and the terms of such participation interests (including, without limitation, the commission applicable thereto) shall be adjusted accordingly. (b) This Section 2.21 shall supersede any provisions in Section 2.18 or Section 9.02 to the contrary.

Refinancing Amendments. (a) At any time On one or more occasions after the Effective Escrow Release Date, the Borrower Borrowers may obtain, from any Lender or any Additional Refinancing Lender, Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Term Loans then outstanding under this Agreement (which for purposes of this clause (a) will be deemed to include any then outstanding Other Term Loans or Incremental Term Loans), ) in the form of Other Term Loans or Other Term Commitments; provided Loan Commitments pursuant to a Refinancing Amendment. (b) The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.2 and, to the extent reasonably requested by the Agent, receipt by the Agent of (i) customary legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Original 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 Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Agent in order to ensure that the Net Proceeds of such Credit Agreement Refinancing Indebtedness shall be applied, substantially concurrently is provided with the incurrence thereof, to benefit of the prepayment applicable Financing Agreements. (or reductionc) of outstanding Indebtedness being so refinanced, as the case may be, and accompanied by any prepayment premium payable thereon in accordance with the terms hereof. Each Class issuance of Credit Agreement Refinancing Indebtedness incurred under this Section 2.21 2.9(a) shall be in an aggregate principal amount that is (x) not less than $5,000,000 in the case of Other Term Loans 25,000,000 and (y) an integral multiple of $1,000,000 in excess thereof thereof. (in each case unless the Borrower and the Administrative Agent otherwise agree). 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, upon that this Agreement and the effectiveness of any other Financing Agreements may be amended pursuant to a Refinancing Amendment, this Agreement shall be deemed amended without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto thereto, (including any amendments necessary ii) make such other changes to treat this Agreement and the Loans other Financing Agreements consistent with the provisions and Commitments subject thereto as Other Term Loans). Any Refinancing Amendment may, intent of Section 12.3(g) (without the consent of any other Lenders, the Required Lenders called for therein) and (iii) effect such other amendments to this Agreement and the other Loan Documents Financing Agreements as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Lead Parent Borrower, to effect the provisions of this SectionSection 2.9, and the Required Lenders hereby expressly authorize the Agent to enter into any such Refinancing Amendment. (be) This Section 2.21 shall supersede any provisions in Section 2.18 or Section 9.02 Notwithstanding anything to the contrarycontrary in this Agreement, the 2016-1 Term B-4 Loans, 2016-2 Term B-4 Loans, the 2017-1 Term B-4 Loans, 2016-1 Term B-5 Loans, 2016-2 Term B-5 Loans, the 2017-1 Term B-5 Loans, the 2016-1 Term B-6 Loans, the 2017-1 Term B-6 Loans and the 2018 Term B-7 Loans shall be permitted under this Agreement.

Refinancing Amendments. (a) At any time On one or more occasions after the Effective Closing Date, the Borrower may obtain, from any Lender or any Additional Refinancing Lender, Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Term Loans then outstanding under this Agreement (which for purposes of this clause (a) will be deemed to include any then outstanding Other Term Loans or Incremental Term Loans)) -80- (b) The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 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 ▇▇▇▇▇ ▇▇ to such legal opinion resulting from a change in the law, change in fact or change to counsel’s form of Other Term Loans or Other Term Commitments; provided 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 the Net Proceeds of such Credit Agreement Refinancing Indebtedness shall be applied, substantially concurrently is provided with the incurrence thereof, to benefit of the prepayment applicable Loan Documents. (or reductionc) of outstanding Indebtedness being so refinanced, as the case may be, and accompanied by any prepayment premium payable thereon in accordance with the terms hereof. Each Class issuance of Credit Agreement Refinancing Indebtedness incurred under this Section 2.21 2.15(a) shall be in an aggregate principal amount that is (x) not less than $5,000,000 in the case of Other Term Loans 15,000,000 and (y) an integral multiple of $1,000,000 in excess thereof thereof. (in each case unless the Borrower and the Administrative Agent otherwise agree). 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, upon that this Agreement and the effectiveness of any other Loan Docu ments may be amended pursuant to a Refinancing Amendment, this Agreement shall be deemed amended without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Agree ment Refinancing Indebtedness incurred pursuant thereto and (including any amendments necessary ii) make such other changes to treat this Agree ment and the Loans other Loan Documents consistent with the provisions and Commitments subject thereto as Other Term Loans). Any Refinancing Amendment may, intent of the third paragraph of Section 10.01 (without the consent of any other Lenders, the Required Lenders called for therein) and (iii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Lead Borrower, to effect the provisions of this SectionSection 2.15, and the Required Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment. (b) This Section 2.21 shall supersede any provisions in Section 2.18 or Section 9.02 to the contrary.

Refinancing Amendments. (a) ON 11 SEP 18 10:41:03 GMT 09:31:06 GMT At any time after the Effective Date, the Borrower may obtain, from any Lender or any Additional Lender, Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Term Loans then outstanding under this Agreement (which for purposes of this clause (a) will be deemed to include any then outstanding Other Term Loans), in the form of Other Term Loans or Other Term Commitments, in each case pursuant to a Refinancing Amendment; provided that the Net Proceeds of such Credit Agreement Refinancing Indebtedness shall be applied, substantially concurrently with the incurrence thereof, to the prepayment (or reduction) of outstanding Indebtedness Loans being so refinanced, as the case may be, and accompanied by any prepayment premium payable thereon in accordance with the terms hereof. Each Class of Credit Agreement Refinancing Indebtedness incurred under this Section 2.21 2.19 shall be in an aggregate principal amount that is (xi) not less than $5,000,000 in the case of Other Term Loans and (yii) 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 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 LoansLoans and/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 Lead Borrower, to effect the provisions of this Section. (b) This . Notwithstanding anything to the contrary, this Section 2.21 2.19 shall supersede (i) any provisions in Section 2.18 2.16 or Section 9.02 to the contrarycontrary and (ii) the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement.

Refinancing Amendments. (a) At So long as no Specified Default exists or would arise therefrom, at any time after the Effective Closing Date, the Borrower Borrowers may obtain, from any Lender, any Additional Lender or any Additional Lenderother Person, Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Term Loans then outstanding under this Agreement Facility (which for purposes of this clause (a) will be deemed to include any then outstanding (w) Other ABL Term Loans), (x) Incremental ABL Term Loans, (y) Other Revolving Credit Loans and (z) Loans provided against the Incremental Revolving Commitments, but will exclude the commitments in respect of the FILO Tranche unless (1) the Loans comprising the FILO Tranche are the only Loans outstanding and (2) the Commitments for the Revolving Credit Facility (excluding the FILO Tranche) have been terminated) in the form of (i) one or more Other ABL Term Loans or Other ABL Term Commitments; provided that , (ii) one or more Other Revolving Credit Loans or Other Revolving Credit Commitments, or (iii) in the Net Proceeds case of such Credit Agreement Refinancing Indebtedness shall be appliedthe FILO Tranche, substantially concurrently with the incurrence thereofa new “first-in, to the prepayment (or reduction) of outstanding Indebtedness being so refinancedlast-out” tranche, as the case may be, and accompanied by any prepayment premium payable thereon in accordance with the terms hereofeach case pursuant to a Refinancing Amendment. Each Class Tranche of Credit Agreement Refinancing Indebtedness incurred under this Section 2.21 Subsection 2.7 shall be in an aggregate principal amount that is (x) not less than $5,000,000 15,000,000 in the case of Other ABL Term Loans or Other Revolving Credit Loans and (y) an integral multiple of $1,000,000 5,000,000 in excess thereof. (b) The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Subsection 6.2(a) and 6.2(b) 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 Closing Date under Subsection 6.1 (other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion). 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 Swingline Loans, pursuant to any Other Revolving Credit Commitments established thereby, in each case unless on terms substantially equivalent to the Borrower terms applicable to Letters of Credit and Swingline Loans under the Administrative Agent otherwise agree). Commitments. (c) The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other ABL Term Loans, Other Revolving Credit Loans, Other Revolving Credit Commitments and/or Other ABL Term Commitments). Any The Lenders hereby irrevocably authorize the Administrative Agent to enter into any Refinancing Amendment may, without the consent of any other Lenders, to effect such amendments to this Agreement and the other Loan Documents and such technical amendments as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Lead BorrowerBorrower Representative, to effect the provisions of this SectionSubsection 2.7. In addition, if so provided in the relevant Refinancing Amendment and with the consent of each Issuing Lender, participations in Letters of Credit expiring on or after the Termination Date shall be reallocated from Lenders holding Commitments to Lenders holding extended revolving commitments in accordance with the terms of such Refinancing Amendment; provided, however, that such participation interests shall, upon receipt thereof by the relevant Lenders holding Commitments, be deemed to be participation interests in respect of such Commitments and the terms of such participation interests (including, without limitation, the commission applicable thereto) shall be adjusted accordingly. (b) This Section 2.21 shall supersede any provisions in Section 2.18 or Section 9.02 to the contrary.

Refinancing Amendments. (a) At any time On one or more occasions after the Effective Closing Date, the Borrower Borrowers may obtain, from any Lender or any Additional Refinancing Lender, Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Term Loans then outstanding under this Agreement (which for purposes of this clause (aSection 2.17(a) will be deemed to include any then outstanding Other Refinancing Term Loans or Incremental Term Loans), in the form of Other Refinancing Term Loans or Other Refinancing Term Commitments; provided Commitments pursuant to a Refinancing Amendment. (b) The effectiveness of any Refinancing Amendment shall be subject to receipt by the Administrative Agent of (i) customary legal opinions, board resolutions and officers’ certificates and (ii) customary reaffirmation agreements and/or such amendments to the Collateral Documents in order to ensure that the Net Proceeds of such Credit Agreement Refinancing Indebtedness shall be applied, substantially concurrently is provided with the incurrence thereof, to benefit of the prepayment applicable Loan Documents. (or reductionc) of outstanding Indebtedness being so refinanced, as the case may be, and accompanied by any prepayment premium payable thereon in accordance with the terms hereof. Each Class issuance of Credit Agreement Refinancing Indebtedness incurred under this Section 2.21 2.17(a) shall be in an aggregate principal amount that is (x) not less than $5,000,000 in the case of Other Term Loans and (y) an integral multiple of $1,000,000 in excess thereof thereof. (in each case unless the Borrower and the Administrative Agent otherwise agree). 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, upon that this Agreement and the effectiveness of any other Loan Documents may be amended pursuant to a Refinancing Amendment, this Agreement shall be deemed amended without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto and (including any amendments necessary ii) make such other changes to treat this Agreement and the Loans other Loan Documents consistent with the provisions and Commitments subject thereto as Other Term Loans). Any Refinancing Amendment may, intent of the third paragraph of Section 10.01 (without the consent of any other Lenders, the Required Lenders called for therein) and (iii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Lead BorrowerBorrowers, to effect the provisions of this SectionSection 2.17, and the Required Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment. (be) This Section 2.21 2.17 shall supersede any provisions in Section 2.18 2.10, 2.11 or Section 9.02 10.01 to the contrary. For the avoidance of doubt, any of the provisions of this Section 2.17 may be amended with the consent of the Required Lenders.

Refinancing Amendments. (a) At any time On one or more occasions after the Amendment and Restatement Effective Date, the Borrower may obtain, from any Lender or any other bank, financial institution or other institutional lender or investor that agrees to provide any portion of Refinancing Loans pursuant to a Refinancing Amendment in accordance with this Section 2.15 (each, an “Additional Refinancing Lender”) (provided that (i) the Administrative Agent shall have consented (not to be unreasonably withheld or delayed) to such Lender’s or Additional Refinancing Lender’s making such Refinancing Loans to the extent such consent, if any, would be required under Section 10.07(b) for an assignment of Loans to such Lender or Additional Refinancing Lender and (ii) with respect to Refinancing Loans, any Affiliated Lender providing an Refinancing Loans shall be subject to the same restrictions set forth in Section 10.07(l) as they would otherwise be subject to with respect to any purchase by or assignment to such Affiliated Lender of Loans), Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Term any Class of Loans then outstanding under this Agreement (which for purposes of this clause (a) will be deemed to include any then outstanding Other Term Loans)Agreement, in the form of Other Term Refinancing Loans or Other Term Commitments; provided Refinancing Commitments pursuant to a Refinancing Amendment; (b) The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of (i) the representations and warranties of each Loan Party set forth in Article 5 and in each other Loan Document shall be true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “material adverse effect” shall be true and correct in all respects as so qualified) on and as of the Net Proceeds date of such Refinancing Amendment with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date (ii) no Default or Event of Default shall exist or would result from such proposed Refinancing Amendment or from the application of the proceeds therefrom and, (iii) to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (x) customary legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Amendment and 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 (y) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Credit Agreement Refinancing Indebtedness shall be applied, substantially concurrently is provided with the incurrence thereof, to benefit of the prepayment applicable Loan Documents. (or reductionc) of outstanding Indebtedness being so refinanced, as the case may be, and accompanied by any prepayment premium payable thereon in accordance with the terms hereof. Each Class issuance of Credit Agreement Refinancing Indebtedness incurred under this Section 2.21 2.15(a) shall be in an aggregate principal amount that is (x) not less than $5,000,000 in the case of Other Term Loans 10,000,000 and (y) an integral multiple of $1,000,000 in excess thereof thereof. (in each case unless the Borrower and the Administrative Agent otherwise agree). 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, upon that this Agreement and the effectiveness of any other Loan Documents may be amended pursuant to a Refinancing Amendment, this Agreement shall be deemed amended without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto and (including any amendments necessary ii) make such other changes to treat this Agreement and the Loans other Loan Documents consistent with the provisions and Commitments subject thereto as Other Term Loans). Any Refinancing Amendment may, intent of the third paragraph of Section 10.01 (without the consent of any other Lenders, the Required Lenders called for therein) and (iii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Lead Borrower, to effect the provisions of this SectionSection 2.15, and the Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment. (be) Any secured Other Term Loans and Other Term Loan Commitments shall be subject to the Closing Date Intercreditor Agreement. (f) Other Term Loans may constitute “Priority Payment Lien Obligations” under the Closing Date Intercreditor Agreement solely to the extent (and not in a greater amount) that the Incremental Loans in respect of which the applicable Credit Agreement Refinancing Indebtedness is being obtained constituted “Priority Payment Lien Obligations” under the Closing Date Intercreditor Agreement. (g) This Section 2.21 2.15 shall supersede any provisions in Section 2.18 2.13 or Section 9.02 10.01 to the contrary.

Refinancing Amendments. (a) At any time On one or more occasions after the Effective Closing Date, the Borrower may obtain, from any Lender or any Additional Refinancing Lender, Credit Agreement Refinancing Indebtedness in respect of all or any portion of (x) the Term Loans then outstanding under this Agreement (which for purposes of this clause (a) will be deemed to include any then outstanding Other Term Loans)Agreement, in the form of Other Term Loans or Other Term Loan Commitments or (y) the Revolving Credit Loans (or unused Revolving Credit Commitments; provided ) under this Agreement, in the form of Other Revolving Credit Loans or Other Revolving Credit Commitments, in each case pursuant to a Refinancing Amendment. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 (which, for the avoidance of doubt, shall not require compliance with Section 7.08 for any incurrence of Other Term Loans) and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) customary legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Closing Date (conformed as appropriate) and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that the Net Proceeds of such Credit Agreement Refinancing Indebtedness shall be applied, substantially concurrently is provided with the incurrence thereof, to benefit of the prepayment applicable Loan Documents. (or reductionb) of outstanding Indebtedness being so refinanced, as the case may be, and accompanied by any prepayment premium payable thereon in accordance with the terms hereof. Each Class issuance of Credit Agreement Refinancing Indebtedness incurred under this Section 2.21 2.15(a) shall be in an aggregate principal amount that is (xi) not less than $5,000,000 in the case of Other Term Loans and (y) 25 million or an integral multiple of $1,000,000 5 million in excess thereof (in each case thereof, unless the Borrower and the Administrative Agent shall otherwise agree). The Administrative Agent agree in its discretion, (ii) in the case of a refinancing of all Term Loans of a particular Class, such other amount as shall promptly notify each Lender be necessary to refinance all Term Loans of such Class, or (iii) in the case of a refinancing of all Revolving Credit Loans of a particular Class, such other amount as shall be necessary to the effectiveness refinance all Revolving Credit Loans of each Refinancing Amendment. such Class. (c) Each of the parties hereto hereby agrees that, upon that this Agreement and the effectiveness of any other Loan Documents may be amended pursuant to a Refinancing Amendment, this Agreement shall be deemed amended without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto thereto, including without limitation to (including any amendments necessary to treat x) incorporate the Loans and Commitments subject thereto as applicable lenders in respect of Other Term Loans as “Lenders”, and the Other Term Loans as “Loans). Any Refinancing Amendment may” and/or “Term Loans”, without for all applicable purposes hereunder, including the consent definitions of Required Lenders and Required Class Lenders and to establish any other tranche of Other Term Loans as an independent Class or Facility, as applicable, and (y) incorporate the applicable lenders in respect of Other Revolving Credit Loans as “Lenders”, and the Other Revolving Credit Loans as “Loans” and/or “Revolving Credit Loans”, for all applicable purposes hereunder, including the definitions of Required Lenders and Required Class Lenders and to establish any tranche of Other Revolving Credit Loans as an independent Class or Facility, as applicable and (ii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Lead Borrower, to effect the provisions of this SectionSection 2.15, and the Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment, which shall not, for the avoidance of doubt be subject to Section 10.01. (b) This Section 2.21 shall supersede any provisions in Section 2.18 or Section 9.02 to the contrary.

Refinancing Amendments. (a) At any time after the Effective Date, the Borrower may obtain, from any Lender or any Additional Lender, Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Term Loans then outstanding under this Agreement (which for purposes of this clause (a) will be deemed to include any then outstanding Other Term Loans), in the form of Other Term Loans or Other Term Commitments; provided that the Net Proceeds of such Credit Agreement Refinancing Indebtedness shall be applied, substantially concurrently with the incurrence thereof, to the prepayment (or reduction) of outstanding Indebtedness being so refinanced, as the case may be, and accompanied by any prepayment premium payable thereon in accordance with the terms hereof. Each Class of Credit Agreement Refinancing Indebtedness incurred under this Section 2.21 shall be in an aggregate principal amount that is (x) not less than $5,000,000 in the case of Other Term Loans and (y) an integral multiple of $1,000,000 in excess thereof (in each case unless the Borrower and the 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 (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). 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 Lead Borrower, to effect the provisions of this Section. (b) This Section 2.21 shall supersede any provisions in Section 2.18 or Section 9.02 to the contrary.

Refinancing Amendments. (a) At any time On one or more occasions after the Effective Escrow Release Date, the Borrower Borrowers may obtain, from any Lender or any Additional Refinancing Lender, Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Term Loans then outstanding under this Agreement (which for purposes of this clause (a) will be deemed to include any then outstanding Other Term Loans or Incremental Term Loans), ) in the form of Other Term Loans or Other Term Commitments; provided Loan Commitments pursuant to a Refinancing Amendment. (b) The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.2 and, to the extent reasonably requested by the Agent, receipt by the Agent of (i) customary legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Original 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 Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Agent in order to ensure that the Net Proceeds of such Credit Agreement Refinancing Indebtedness shall be applied, substantially concurrently is provided with the incurrence thereof, to benefit of the prepayment applicable Financing Agreements. (or reductionc) of outstanding Indebtedness being so refinanced, as the case may be, and accompanied by any prepayment premium payable thereon in accordance with the terms hereof. Each Class issuance of Credit Agreement Refinancing Indebtedness incurred under this Section 2.21 2.9(a) shall be in an aggregate principal amount that is (x) not less than $5,000,000 in the case of Other Term Loans 25,000,000 and (y) an integral multiple of $1,000,000 in excess thereof thereof. (in each case unless the Borrower and the Administrative Agent otherwise agree). 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, upon that this Agreement and the effectiveness of any other Financing Agreements may be amended pursuant to a Refinancing Amendment, this Agreement shall be deemed amended without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto thereto, (including any amendments necessary ii) make such other changes to treat this Agreement and the Loans other Financing Agreements consistent with the provisions and Commitments subject thereto as Other Term Loans). Any Refinancing Amendment may, intent of Section 12.3(g) (without the consent of any other Lenders, the Required Lenders called for therein) and (iii) effect such other amendments to this Agreement and the other Loan Documents Financing Agreements as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Lead Parent Borrower, to effect the provisions of this SectionSection 2.9, and the Required Lenders hereby expressly authorize the Agent to enter into any such Refinancing Amendment. (be) This Section 2.21 shall supersede any provisions in Section 2.18 or Section 9.02 Notwithstanding anything to the contrarycontrary in this Agreement, the 2016-1 Term B-4 Loans, 2016-2 Term B-4 Loans, the 2017-1 Term B-4 Loans, 2016-1 Term B-5 Loans, 2016-2 Term B-5 Loans, the 2017-1 Term B-5 Loans, the 2016-1 Term B-6 Loans, the 2017-1 Term B-6 Loans and, the 2018 Term B-7 Loans, the 2019-1 Term B-7 Loans and the 2019 Term B-8 Loans shall be permitted under this Agreement.

Refinancing Amendments. (a) At any time On one or more occasions after the Effective Closing Date, the Borrower may obtain, from any Lender or any other bank, financial institution or other institutional lender or investor that agrees to provide any portion of Refinancing Loans pursuant to a Refinancing Amendment in accordance with this Section 2.15 (each, an “Additional Refinancing Lender”) (provided that (i) the Administrative Agent shall have consented (not to be unreasonably withheld or delayed) to such Lender’s or Additional Refinancing Lender’s making such Refinancing Loans to the extent such consent, if any, would be required under Section 10.07(b) for an assignment of Loans to such Lender or Additional Refinancing Lender and (ii) with respect to Refinancing Loans, any Affiliated Lender providing an Refinancing Loans shall be subject to the same restrictions set forth in Section 10.07(l) as they would otherwise be subject to with respect to any purchase by or assignment to such Affiliated Lender of Loans), Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Term any Class of Loans then outstanding under this Agreement (which for purposes of this clause (a) will be deemed to include any then outstanding Other Term Loans)Agreement, in the form of Other Term Refinancing Loans or Other Term Commitments; provided Refinancing Commitments pursuant to a Refinancing Amendment; (b) The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of (i) the representations and warranties of each Loan Party set forth in Article 5 and in each other Loan Document shall be true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “material adverse effect” shall be true and correct in all respects as so qualified) on and as of the Net Proceeds date of such Refinancing Amendment with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date (ii) no Default or Event of Default shall exist or would result from such proposed Refinancing Amendment or from the application of the proceeds therefrom and, (iii) to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (x) 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 (y) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Credit Agreement Refinancing Indebtedness shall be applied, substantially concurrently is provided with the incurrence thereof, to benefit of the prepayment applicable Loan Documents. (or reductionc) of outstanding Indebtedness being so refinanced, as the case may be, and accompanied by any prepayment premium payable thereon in accordance with the terms hereof. Each Class issuance of Credit Agreement Refinancing Indebtedness incurred under this Section 2.21 2.15(a) shall be in an aggregate principal amount that is (x) not less than $5,000,000 in the case of Other Term Loans 25,000,000 and (y) an integral multiple of $1,000,000 in excess thereof thereof. (in each case unless the Borrower and the Administrative Agent otherwise agree). 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, upon that this Agreement and the effectiveness of any other Loan Documents may be amended pursuant to a Refinancing Amendment, this Agreement shall be deemed amended without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto and (including any amendments necessary ii) make such other changes to treat this Agreement and the Loans other Loan Documents consistent with the provisions and Commitments subject thereto as Other Term Loans). Any Refinancing Amendment may, intent of the third paragraph of Section 10.01 (without the consent of any other Lenders, the Required Lenders called for therein) and (iii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Lead Borrower, to effect the provisions of this SectionSection 2.15, and the Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment. (be) This Section 2.21 Any secured Other Term Loans and Other Term Loan Commitments shall supersede any provisions in Section 2.18 or Section 9.02 be subject to the contraryClosing Date Intercreditor Agreement. (f) Other Term Loans may constitute “Priority Payment Lien Obligations” under the Closing Date Intercreditor Agreement solely to the extent (and not in a greater amount) that the Incremental Loans in respect of which the applicable Credit Agreement Refinancing Indebtedness is being obtained constituted “Priority Payment Lien Obligations” under the Closing Date Intercreditor Agreement.

Refinancing Amendments. (a) At any time On one or more occasions after the Effective Closing Date, the Borrower may obtain, from any Lender or any Additional Refinancing Lender, Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Term Loans then outstanding under this Agreement (which for purposes of this clause (aSection 2.27(a) will be deemed to include any then outstanding Other Refinancing Term Loans or Incremental Term Loans), in the form of Other Refinancing Term Loans or Other Refinancing Term Commitments; provided Commitments pursuant to a Refinancing Amendment. (b) The effectiveness of any Refinancing Amendment shall be subject to, 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 the Net Proceeds of such Credit Agreement Refinancing Indebtedness shall be applied, substantially concurrently is provided with the incurrence thereof, to benefit of the prepayment applicable Loan Documents. (or reductionc) of outstanding Indebtedness being so refinanced, as the case may be, and accompanied by any prepayment premium payable thereon in accordance with the terms hereof. Each Class issuance of Credit Agreement Refinancing Indebtedness incurred under this Section 2.21 2.27(a) shall be in an aggregate principal amount that is (x) not less than $5,000,000 in the case of Other Term Loans 10,000,000 and (y) an integral multiple of $1,000,000 in excess thereof thereof. (in each case unless the Borrower and the Administrative Agent otherwise agree). 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, upon that this Agreement and the effectiveness of any other Loan Documents may be amended pursuant to a Refinancing Amendment, this Agreement shall be deemed amended without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto and (including any amendments necessary ii) make such other changes to treat this Agreement and the Loans other Loan Documents consistent with the provisions and Commitments subject thereto as Other Term Loans). Any Refinancing Amendment may, intent of the second paragraph of Section 11.2(b) (without the consent of any other Lenders, the Required Lenders called for therein) and the third paragraph of Section 11.2(b) and (iii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Lead Borrower, to effect the provisions of this SectionSection 2.27, and the Required Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment. (be) This Section 2.21 2.27 shall supersede any provisions in of Section 2.18 2.21 or Section 9.02 11.2 to the contrary.

Refinancing Amendments. (a) At any time On one or more occasions after the Effective Closing Date, the Borrower may obtain, from any Lender or any Additional Refinancing Lender, Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Term Loans then outstanding under this Agreement (which for purposes of this clause (aSection 3.14(a) will be deemed to include any then outstanding Other Refinancing Term Loans or Incremental Term Loans), in the form of Other Refinancing Term Loans or Other Refinancing Term Commitments; provided that the Net Proceeds of such Credit Agreement Commitments pursuant to a Refinancing Indebtedness shall be applied, substantially concurrently with the incurrence thereof, to the prepayment Amendments. (or reductionb) of outstanding Indebtedness being so refinanced, as the case may be, and accompanied by any prepayment premium payable thereon in accordance with the terms hereof. Each Class issuance of Credit Agreement Refinancing Indebtedness incurred under this Section 2.21 3.14(a) shall be in an aggregate principal amount that is (x) not less than $5,000,000 in the case of Other Term Loans and (y) an integral multiple of $1,000,000 in excess thereof thereof. (in each case unless the Borrower and the Administrative Agent otherwise agree). The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. c) Each of the parties hereto hereby agrees that, upon that this Agreement and the effectiveness of any other Loan Documents may be amended pursuant to a Refinancing Amendment, this Agreement shall be deemed amended without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto and (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans). Any Refinancing Amendment may, without the consent of any other Lenders, ii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Lead Borrower, to effect the provisions of this SectionSection 3.14, and the Required Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment. (bd) This Section 2.21 The Borrower shall supersede deliver or cause to be delivered any provisions customary legal opinions or other documents (including, without limitation, a resolution duly adopted by the board of directors (or equivalent governing body) of each Credit Party authorizing such Refinancing Amendment) reasonably requested by Administrative Agent in Section 2.18 or Section 9.02 to the contraryconnection with any such transaction.

Refinancing Amendments. (a) At any time after the Effective Closing Date, the Borrower may obtain, from any Lender or any Additional Lenderother Person that is an Eligible Assignee, Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Term Loans then outstanding under this Agreement (which for purposes of this clause (a) will be deemed to include any then outstanding Other Term Loans), in the form of Other Term Loans or Other Term Commitments; provided that the Net Proceeds Loan Commitments pursuant to a Refinancing Amendment. The effectiveness of such Credit Agreement any Refinancing Indebtedness Amendment shall be applied, substantially concurrently with the incurrence thereof, subject to the prepayment (or reduction) satisfaction on the date thereof of outstanding Indebtedness being so refinanced, as each of the case may beconditions set forth in 4.02, and accompanied to the extent reasonably requested by any prepayment premium payable thereon in accordance with the terms hereofAdministrative Agent, receipt by the Administrative Agent of customary legal opinions and other documents. Each Class issuance of Credit Agreement Refinancing Indebtedness incurred under this Section 2.21 2.15(a) shall be in an aggregate principal amount that is (x) not less than $5,000,000 in the case of Other Term Loans and (y) an integral multiple of $1,000,000 in excess thereof thereof. (in each case unless the Borrower and the Administrative Agent otherwise agree). 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 Other Term LoansLoans or Other Term Loan Commitments). Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Lead Borrower, to effect the provisions of this Section. (b) . This Section 2.21 2.15 shall supersede any provisions in Section 2.18 2.13 or Section 9.02 10.01 to the contrary.

Refinancing Amendments. (a) At any time after the Effective DateOn one or more occasions, the Borrower may obtain, from any Lender or any other bank, financial institution or other institutional lender or investor that agrees to provide any portion of Refinancing Loans pursuant to a Refinancing Amendment in accordance with Section 2.08 (each, an “Additional Refinancing Lender”) (provided that (i) the Administrative Agent shall have consented (not to be unreasonably withheld or delayed) to such Lender’s or Additional Refinancing Lender’s making such Refinancing Loans to the extent such consent, if any, would be required under Section 12.04(b) for an assignment of Loans to such Lender or Additional Refinancing Lender and (ii) any Affiliated Lender 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 assignment to such Affiliated Lender of Loans) Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Term any Loans then outstanding under this Agreement (which for purposes of this clause (a) will be deemed to include any then outstanding Other Term Loans), in the form of Other Term Loans or Other Term Commitments; provided that the Net Proceeds of such Credit Agreement Refinancing Indebtedness shall be applied, substantially concurrently with the incurrence thereof, to the prepayment Loans. (or reductionb) of outstanding Indebtedness being so refinanced, as the case may be, and accompanied by any prepayment premium payable thereon in accordance with the terms hereof. Each Class issuance of Credit Agreement Refinancing Indebtedness incurred under this Section 2.21 2.08(a) shall be in an aggregate principal amount that is (xi) not less than $5,000,000 in the case of Other Term Loans 25,000,000 and (yii) an integral multiple of $1,000,000 in excess thereof thereof. (in each case unless the Borrower and the Administrative Agent otherwise agree). The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. c) Each of the parties hereto hereby agrees that, upon that this Agreement and the effectiveness of any other Loan Documents may be amended pursuant to a Refinancing Amendment, this Agreement shall be deemed amended without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto and (including any amendments necessary ii) make such other changes to treat this Agreement and the Loans other Loan Documents consistent with the provisions and Commitments subject thereto as Other Term Loans). Any Refinancing Amendment may, intent of the last paragraph of Section 12.02 (without the consent of any other the Majority Lenders, ) 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 Lead Borrower, to effect the provisions of this SectionSection 2.08, and the Majority Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment. (b) This Section 2.21 shall supersede any provisions in Section 2.18 or Section 9.02 to the contrary.

Refinancing Amendments. (a) At any time On one or more occasions after the Effective Date, the Borrower may obtain, from any Lender or any other bank, financial institution or other institutional lender or investor that agrees to provide any portion of any Term Advances pursuant to a Refinancing Amendment in accordance with this Section 2.08 (each, an “Additional Refinancing Lender”), Credit Agreement Refinancing Indebtedness in respect of all or any portion of any Class, as selected by the Borrower in its sole discretion, of Term Loans B Advances then outstanding under this Agreement (which for purposes of this clause (a) will be deemed to include any then outstanding Other Term Loans)Agreement, in the form of Other Refinancing Term Loans B Advances or Other Refinancing Term B Commitments; provided provided, that, with respect to each Additional Refinancing Lender that is a Parent or a Non-Debt Fund Affiliate, such Person providing any Refinancing Term B Advances shall be subject to the Net Proceeds same restrictions set forth in Section 10.06(e) as they would otherwise be subject to with respect to any purchase by or assignment to such Person of Term B Advances. (b) The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the Bring-Down Conditions and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) customary legal opinions, board resolutions and officers’ certificates consistent with those delivered on the 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 and/or such amendments to the Collateral Documents (or new security agreements on substantially similar terms to the Collateral Documents) and intercreditor agreements to ensure that such Credit Agreement Refinancing Indebtedness shall be applied, substantially concurrently is provided with the incurrence thereof, to benefit of the prepayment applicable Loan Documents. (or reductionc) of outstanding Indebtedness being so refinanced, as the case may be, and accompanied by any prepayment premium payable thereon in accordance with the terms hereof. Each Class issuance of Credit Agreement Refinancing Indebtedness incurred under this Section 2.21 2.08(a) shall be in an aggregate principal amount that is (x) not less than $5,000,000 in the case of Other Term Loans 10,000,000 and (y) an integral multiple of $1,000,000 in excess thereof thereof. (in each case unless the Borrower and the Administrative Agent otherwise agree). 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, upon that this Agreement and the effectiveness of any other Loan Documents may be amended pursuant to a Refinancing Amendment, this Agreement shall be deemed amended without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto and (including any amendments necessary ii) make such other changes to treat this Agreement and the Loans other Loan Documents consistent with the provisions and Commitments subject thereto as Other Term Loans). Any Refinancing Amendment may, without the consent intent of any other Lenders, Section 10.05(d) and (iii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Lead Borrower, to effect the provisions of this SectionSection 2.08, and the Required Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment. (b) This Section 2.21 shall supersede any provisions in Section 2.18 or Section 9.02 to the contrary.

Refinancing Amendments. (a) At any time On one or more occasions after the Effective Closing Date, the Borrower may obtain, from any Lender or any Additional existing Lender, Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Term Loans then outstanding under this Agreement (which for purposes of this clause (aSection 2.18(a) will be deemed to include any then outstanding Other Refinancing Term Loans and Incremental Term Loans), in the form of Other Refinancing Term Loans or Other and Refinancing Term Commitments; provided that the Net Proceeds of such Commitments pursuant to a Refinancing Amendment. (b) No Lender shall be obligated to provide any Credit Agreement Refinancing Indebtedness Indebtedness, unless it so agrees. (c) The effectiveness of any Refinancing Amendment shall be applied, substantially concurrently with the incurrence thereof, subject to the prepayment satisfaction (or reduction) of outstanding Indebtedness being so refinanced, as the case may be, and accompanied by any prepayment premium payable thereon waiver in accordance with the terms hereof. Each Class of Credit Agreement such Refinancing Indebtedness incurred under this Section 2.21 shall be in an aggregate principal amount that is Amendment) on the date thereof of each of the following express conditions precedent and, to the extent reasonably requested by the Persons providing the applicable Refinancing Loans, such other conditions are the parties thereto may agree: (xi) not less than $5,000,000 in the case The representations and warranties of Other Term Loans and (y) an integral multiple of $1,000,000 in excess thereof (in each case unless the Borrower and each other Loan Party contained in Article V or any other Loan Document shall be true and correct in all material respects on and as of the Administrative Agent otherwise agree). The Administrative Agent date of such Credit Extension; provided, to the extent such representations and warranties specifically refer to an earlier date, they shall promptly notify each Lender 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 qualification therein) in all respects on such respective dates. (ii) No Default or Event of Default shall exist, or would result from such proposed Credit Extension or from the effectiveness application of each Refinancing Amendment. the proceeds therefrom. (d) Each of the parties hereto hereby agrees that, upon that this Agreement and the effectiveness of any other Loan Documents may be amended pursuant to a Refinancing Amendment, this Agreement shall be deemed amended without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto and (including any amendments necessary ii) make such other changes to treat this Agreement and the Loans other Loan Documents consistent with the provisions and Commitments subject thereto as Other Term Loans). Any Refinancing Amendment may, intent of the third paragraph of Section 10.01 (without the consent of any other Lenders, the Required Lenders called for therein) and (iii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Lead Borrower, to effect the provisions of this SectionSection 2.18, and the Required Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment. (be) This Section 2.21 2.18 shall supersede any provisions in Section 2.18 2.13 or Section 9.02 10.01 to the contrary.

Refinancing Amendments. (a) At any time after Notwithstanding anything to the Effective Datecontrary in this Agreement, including Section 2.18 (which provisions shall not be applicable to this Section 2.24), the Borrower may obtainby written notice to the Administrative Agent establish one or more additional tranches of term loans under this Agreement (such loans, from “Refinancing Loans”), all Net Cash Proceeds of which are used to refinance in whole or in part any Class of Loans pursuant to Section 2.13(g). Each such notice shall specify the date (each, a “Refinancing Effective Date”) on which the Borrower proposes that the Refinancing Loans shall be made, which shall be a date not earlier than five (5) Business Days after the date on which such notice is delivered to the Administrative Agent (or such shorter period agreed to by the Administrative Agent in its sole discretion); provided that: (i) before and after giving effect to the borrowing of such Refinancing Loans on the Refinancing Effective Date (A) the representations and warranties set forth in Article III and in each other Loan Document shall be true and correct in all material respects (or in all respects to the extent qualified by materiality or Material Adverse Effect) on and as of such date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (or in all respects to the extent qualified by materiality or Material Adverse Effect) on and as of such earlier date, (B) no Default or Event of Default shall have occurred and be continuing, and the Administrative Agent shall have received a certificate as to the accuracy of the matters set forth in clauses (A) and (B) dated such date and executed by a Responsible Officer of the Borrower and (C) to the extent reasonably necessary to maintain the continuing priority and perfection and validity of the Lien of the Mortgages on the Real Estate Collateral Properties as security for the Obligations, as determined by the Administrative Agent in its reasonable discretion, (I) the applicable Loan Party to any Mortgages shall have entered into, and delivered to the Administrative Agent, at the direction and in the sole discretion of the Administrative Agent a mortgage modification or new Mortgage in proper form for recording in the relevant jurisdiction and in a form reasonably satisfactory to the Administrative Agent, (II) the Borrower shall have caused to be delivered to the Administrative Agent for the benefit of the Lenders an endorsement to the title insurance policy, date down(s) or other evidence reasonably satisfactory to the Administrative Agent insuring that the priority of the Lien of such Mortgages as security for the Obligations has not changed and confirming and/or insuring that since the issuance of the title insurance policy there has been no change in the condition of title and there are no intervening liens or encumbrances that may then or thereafter take priority over the Lien of such Mortgages (other than Permitted Encumbrances) and (III) the Borrower shall have delivered, at the request of the Administrative Agent, to the Administrative Agent and/or all other relevant third parties all other items reasonably necessary to maintain the continuing priority of the Lien of such Mortgages as security for the Obligations; (ii) the final maturity date of the Refinancing Loans shall be no earlier than the maturity date of the refinanced Loans; (iii) the Weighted Average Life to Maturity of such Refinancing Loans shall be no shorter than the then-remaining Weighted Average Life to Maturity of the refinanced Loans; (iv) the aggregate principal amount of the Refinancing Loans shall not exceed the outstanding principal amount of the refinanced Loans plus amounts used to pay fees, premiums, costs and expenses (including original issue discount) and accrued interest associated therewith; (v) if all other terms applicable to such Refinancing Loans (other than provisions relating to original issue discount, upfront fees, interest rates and any other pricing terms (which original issue discount, upfront fees, interest rates and other pricing terms shall not be subject to the provisions set forth in Section 2.22(b)(iii)) and optional prepayment or mandatory prepayment or redemption terms, which shall be as agreed between the Borrower and the Lenders providing such Refinancing Loans) taken as a whole shall (as determined by the Borrower in good faith) be more restrictive to the Borrower and its Subsidiaries than, the terms, taken as a whole, applicable to the Loans being refinanced, then, except to the extent such covenants and other terms apply solely to any period after the Latest Maturity Date, the Loans will be modified to reflect such more restrictive terms (taken as a whole) and the Borrower and the Administrative Agent may amend this Agreement for such purpose without the consent of any other party hereto; (vi) there shall be no borrower (other than the Borrower) and no guarantors (other than the Guarantors) in respect of such Refinancing Loans; (vii) Refinancing Loans shall not be secured by any asset other than the Collateral; and (viii) Refinancing Loans may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) in any mandatory prepayments (other than as provided otherwise in the case of such prepayments pursuant to Section 2.13(g)) hereunder, as specified in the applicable Refinancing Amendment. (b) The Borrower may approach any Lender or any Additional Lender, Credit Agreement Refinancing Indebtedness in respect of other person that would be an Eligible Assignee pursuant to Section 9.04 to provide all or any a portion of the Term Refinancing Loans; provided, that any Lender offered or approached to provide all or a portion of the Refinancing Loans then outstanding under this Agreement (which may elect or decline, in its sole discretion, to provide a Refinancing Loan. Any Refinancing Loans made on any Refinancing Effective Date shall be designated an additional Class of Loans for all purposes of this clause (a) will be deemed to include Agreement; provided, further, that any then outstanding Other Term Loans), in the form of Other Term Refinancing Loans or Other Term Commitments; provided that the Net Proceeds of such Credit Agreement Refinancing Indebtedness shall be applied, substantially concurrently with the incurrence thereofmay, to the prepayment extent provided in the applicable Refinancing Amendment governing such Refinancing Loans, be designated as an increase in any previously established Class of Loans made to the Borrower. (c) The Borrower, the Administrative Agent and each Lender providing the applicable Refinancing Loans shall execute and deliver to the Administrative Agent an amendment to this Agreement in form reasonably satisfactory to the Administrative Agent and the Borrower (a “Refinancing Amendment”) and such other documentation as the Administrative Agent shall reasonably specify to evidence such Refinancing Loans. Notwithstanding anything to the contrary set forth in this Agreement or reductionany other Loan Document (including without limitation this Section 2.24), (i) the aggregate amount of Refinancing Loans will not be included in the calculation of clause (i) of outstanding Indebtedness being so refinancedthe definition of Incremental Loan Amount, as the case may be, (ii) Refinancing Loans shall be in integral multiples of $1,000,000 and accompanied by any prepayment premium payable thereon in accordance with the terms hereof. Each Class of Credit Agreement Refinancing Indebtedness incurred under this Section 2.21 shall be in an aggregate principal amount that is (x) not less than $5,000,000 in the case of Other Term Loans and (y) an integral multiple of $1,000,000 in excess thereof (10,000,000, or, in each case unless case, a lesser amount if such lesser amount constitutes the Borrower and remaining balance of the class of Loans being refinanced or as may be reasonably be agreed to by the Administrative Agent otherwise agree). The Administrative Agent Agent, (iii) there shall promptly notify each Lender as be no condition to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness any incurrence of any Refinancing AmendmentLoan at any time or from time to time other than those set forth in Section 2.24(a) above, this Agreement and (iv) all Refinancing Loans and all obligations in respect thereof 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). Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to Obligations under this Agreement and the other Loan Documents as may be necessary or appropriate, that rank equally and ratably in right of security with the reasonable opinion of the Administrative Agent Loans and the Lead Borrower, to effect the provisions of this Sectionother Obligations. (bd) This Section 2.21 For the avoidance of doubt, all Net Cash Proceeds from the incurrence of Refinancing Loans (other than solely by means of extending or renewing then existing Refinancing Loans without resulting in any Net Cash Proceeds), shall supersede any provisions in Section 2.18 or Section 9.02 be applied to the contrarypayment of the Loans being refinanced no later than three (3) Business Days after the date on which such Refinancing Loans are incurred.

Refinancing Amendments. (a) At any time after the Effective Date, the Borrower may obtain, from any Lender or any Additional Lender, Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Term Loans then outstanding under this Agreement (which for purposes of this clause (a) will be deemed to include any then outstanding Other Term Loans), in the form of Other Term Loans or Other Term Commitments, in each case pursuant to a Refinancing Amendment; provided that the Net Proceeds of such Credit Agreement Refinancing Indebtedness shall be applied, substantially concurrently with the incurrence thereof, to the prepayment (or reduction) of outstanding Indebtedness Loans being so refinanced (and in the case of any Other Revolving Facility, the termination of the corresponding Revolving Commitments for such Revolving Loans being so refinanced, as the case may be, and accompanied by any prepayment premium payable thereon in accordance with the terms hereof). Each Class of Credit Agreement Refinancing Indebtedness incurred under this Section 2.21 2.19 shall be in an aggregate principal amount that is (xi) not less than the Dollar Amount of $5,000,000 in the case of Other Term Loans 10,000,000 and (yii) an integral multiple of the Dollar Amount 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 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 LoansLoans and/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 Lead Borrower, to effect the provisions of this Section. (b) This Notwithstanding anything to the contrary, this Section 2.21 2.19 shall supersede any provisions in Section 2.18 2.16 or Section 9.02 to the contrary.

Refinancing Amendments. (a) At any time after the Effective Date, the Borrower may obtain, from any Lender or any Additional Lender, obtain Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Term Loans then outstanding under this Agreement (which for purposes of this clause (a) will be deemed to include any then outstanding Other Term Loans), in the form of Other Term Loans or and Other Term Commitments; provided that Commitments pursuant to a Refinancing Amendment. The effectiveness of any Refinancing Amendment shall be subject to the Net Proceeds 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) a certificate of each Loan Party dated as of the effective date of such Credit Agreement Refinancing Indebtedness Amendment signed by a Responsible Officer of such Loan Party (A) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such refinancing, (B) in the case of the Borrower, certifying that, before and after giving effect to such refinancing, (1) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of such date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.18, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be applied, substantially concurrently with the incurrence thereof, deemed to refer to the prepayment most recent statements furnished pursuant to subsections (or reductiona) and (b), respectively, of outstanding Indebtedness being so refinanced, as the case may beSection 6.01, and accompanied (2) no Default exists, (ii) 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 Effective Date and (iii) an Additional First Lien Joinder Agreement with respect to such Other Term Facility, dated on or prior to the date of effectiveness of such Refinancing Amendment, duly executed by the Administrative Agent, in its capacity as Authorized Representative for such Other Term Facility, the Collateral Agent, the Administrative Agent, in its capacity as Authorized Representative for the Revolving Credit Facility, and any prepayment premium payable thereon in accordance with other Authorized Representative that is then a party to the terms hereofIntercreditor Agreement. Each Class issuance of Credit Agreement Refinancing Indebtedness incurred under this Section 2.21 2.18(a) shall be in an aggregate principal amount that is (x) not less than $5,000,000 in the case of Other Term Loans and (y) an integral multiple of $1,000,000 in excess thereof thereof. (in each case unless the Borrower and the Administrative Agent otherwise agree). 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 Other Term LoansLoans and 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 Lead Borrower, to effect the provisions of this SectionSection 2.18, but not in any manner that would be materially adverse to the Lenders under any then-existing Facility without the approval of the Required Revolving Lenders or the Required Term Lenders under such Facility (or, to the extent required under Section 10.01, without the approval of each Lender under such Facility). (bc) This Section 2.21 2.18 shall supersede any provisions in Section 2.18 2.13 or Section 9.02 10.01 to the contrary.

Refinancing Amendments. (a) At The effectiveness of any time after Refinancing Amendment will be subject only to the Effective Date, satisfaction on the Borrower date thereof of such conditions precedent as may obtain, from any Lender or any Additional Lender, Credit Agreement Refinancing Indebtedness in respect of all or any portion be requested by the providers of the Term Loans then outstanding under this Agreement (which for purposes of this clause (a) will be deemed to include any then outstanding Other Term applicable Refinancing Loans), in the form of Other Term Loans or Other Term Commitments; provided that the Net Proceeds of such Credit Agreement Refinancing Indebtedness shall be applied, substantially concurrently with the incurrence thereof, to the prepayment (or reduction) of outstanding Indebtedness being so refinanced, as the case may be, and accompanied by any prepayment premium payable thereon in accordance with the terms hereof. Each Class of Credit Agreement Refinancing Indebtedness incurred under this Section 2.21 shall be in an aggregate principal amount that is (x) not less than $5,000,000 in the case of Other Term Loans and (y) an integral multiple of $1,000,000 in excess thereof (in each case unless the Borrower and the Administrative Agent otherwise agree). The Administrative Agent shall will promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall 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). Any Refinancing Amendment Amendments 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, appropriate in the reasonable opinion of the Administrative Agent Borrower and the Lead Borrowerproviders of the applicable Refinancing Loans, to effect the provisions of this Section. Section 2.15 and to reflect the existence and terms of the Refinancing Loans incurred pursuant thereto (including any amendments necessary to treat the Term Loans subject thereto as Refinancing Term Loans). A Refinancing Amendment may (a) extend or add “call protection” to any existing Class of Term Loans, including amendments to Section 2.18, (b) This amend the schedule of amortization payments relating to any existing tranche of Term Loans, including amendments to Section 2.21 2.07(1) (provided that any 149 US-DOCS\123992845.16 042525-0274 such amendment shall supersede not decrease the dollar amount of any provisions in Section 2.18 or Section 9.02 amortization payment to any Lender that would have otherwise been payable to such Lender prior to the contraryeffectiveness of the applicable Refinancing Amendment) and (c) make other amendments to the terms of any existing Term Loans, in the case of each clause (a), (b) and (c), so that such Refinancing Term Loans and the applicable existing Term Loans form the same Class of Term Loans; provided that such amendments (x) are not adverse to the applicable existing Term Loan Lenders (as determined in good faith by the Borrower) or (y) are consistent with market terms and conditions at the time of incurrence or effectiveness (as determined by the Borrower in good faith). Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement and the other Loan Documents, as applicable, will be amended to the extent necessary to reflect the existence and terms of the Refinancing Loans.

Refinancing Amendments. (a) At any time after the Effective Closing Date, the Borrower may obtain, from any Lender existing Lenders (each of which shall be entitled to agree or any Additional Lenderdecline to participate in its sole discretion) and, Credit Agreement subject to the Administrative Agent’s consent (not to be unreasonably withheld or delayed), additional banks, financial institutions and other institutional lenders, Refinancing Indebtedness in respect of all or any portion of the Term Loans then outstanding under this Agreement (which for purposes of this clause (a) will be deemed to include any then outstanding Other Term Loans). (b) Notwithstanding the foregoing, in the form of Other Term Loans or Other Term Commitments; provided that the Net Proceeds of such Credit Agreement no Refinancing Indebtedness Amendment shall be applied, substantially concurrently with the incurrence thereof, to the prepayment (or reduction) of outstanding Indebtedness being so refinanced, as the case may be, and accompanied by any prepayment premium payable thereon in accordance with the terms hereof. Each Class of Credit Agreement Refinancing Indebtedness incurred become effective under this Section 2.21 2.22 unless (i) on the date of such effectiveness, the conditions set forth in paragraph (b) of Article IV shall be in an aggregate principal amount that is (x) not less than $5,000,000 in the case of Other Term Loans and (y) an integral multiple of $1,000,000 in excess thereof (in each case unless the Borrower satisfied and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer and (ii) except as otherwise agree). The specified in the applicable Refinancing Amendment, the Administrative Agent shall promptly notify have received (with sufficient copies for each Lender as of the Lenders of the Refinancing Term Loans) legal opinions, board resolutions and other closing certificates reasonably requested by the Administrative Agent and reasonably consistent with those delivered on the Closing Date under Article IV (other than changes reasonably satisfactory to the effectiveness Administrative Agent to such legal opinions resulting from a change in law, change in fact or change to counsel’s form 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 opinion). (but only to the extentc) 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). 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 Lead Borrower, to reflect the existence of the Refinancing Term Loans (including the addition of such Refinancing Term Loans as separate Classes hereunder and treated in a manner consistent with the Classes being refinanced, including for purposes of prepayments and voting) incurred pursuant thereto and to otherwise effect the provisions of this SectionSection 2.24. (b) This Section 2.21 shall supersede any provisions in Section 2.18 or Section 9.02 to the contrary.

Refinancing Amendments. (a) At any time On one or more occasions after the Effective Closing Date, the Borrower Loan Parties may obtain, from any Lender or any Additional Refinancing Lender, Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Term Loans then outstanding under this Agreement (which for purposes of this clause (aSection 2.15(a) will be deemed to include any then outstanding Other Refinancing Term Loans), in the form of Other Refinancing Term Loans or Other Refinancing Term Commitments; provided that the Net Proceeds of such Credit Agreement Commitments pursuant to a Refinancing Indebtedness shall be applied, substantially concurrently with the incurrence thereof, to the prepayment Amendment. (or reductionb) of outstanding Indebtedness being so refinanced, as the case may be, and accompanied by any prepayment premium payable thereon in accordance with the terms hereof. Each Class issuance of Credit Agreement Refinancing Indebtedness incurred under this Section 2.21 2.15(a) shall be in an aggregate principal amount that is (x) not less than $5,000,000 in the case of Other Term Loans 500,000 (unless otherwise agreed by Administrative Agent) and (y) an integral multiple of $1,000,000 500,000 in excess thereof (in each case unless or, if less, the Borrower and the Administrative Agent otherwise agreeremaining amount permitted to be incurred hereunder). The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. . (c) Each of the parties hereto hereby agrees that, upon that this Agreement and the effectiveness of any other Loan Documents may be amended pursuant to a Refinancing Amendment, this Agreement shall be deemed amended without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto thereto, (including any amendments necessary ii) make such other changes to treat this Agreement and the Loans other Loan Documents consistent with the provisions and Commitments subject thereto as Other Term Loans). Any Refinancing Amendment may, intent of the third paragraph of Section 10.01 (without the consent of any other Lenders, the Required Lenders called for therein) and (iii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Lead Borrower, to effect the provisions of this SectionSection 2.15, and the Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment. (bd) This Section 2.21 2.15 shall supersede any provisions in Section 2.18 or Section 9.02 of this Agreement to the contrary.

Refinancing Amendments. (a) At any time On one or more occasions after the Effective Closing Date, the Borrower may obtain, from any Lender or any Additional Refinancing Lender, Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Term Loans then outstanding under this Agreement (which for purposes of this clause (a) will be deemed to include any then outstanding Other Term Loans)Agreement, in the form of Other Term Loans or Other Term Loan Commitments; provided , pursuant to a Refinancing Amendment. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.03 (which, for the avoidance of doubt, shall not require compliance with Section 7.08 for any incurrence of Other Term Loans) and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) customary legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Closing Date (conformed as appropriate) and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that the Net Proceeds of such Credit Agreement Refinancing Indebtedness shall be applied, substantially concurrently is provided with the incurrence thereof, to benefit of the prepayment applicable Loan Documents. (or reductionb) of outstanding Indebtedness being so refinanced, as the case may be, and accompanied by any prepayment premium payable thereon in accordance with the terms hereof. Each Class issuance of Credit Agreement Refinancing Indebtedness incurred under this Section 2.21 2.14(a) shall be in an aggregate principal amount that is (xi) not less than $5,000,000 in the case of Other Term Loans and (y) 25 million or an integral multiple of $1,000,000 5 million in excess thereof (in each case thereof, unless the Borrower and the Administrative Agent shall otherwise agree). The Administrative Agent agree in its discretion, or (ii) in the case of a refinancing of all Term Loans of a particular Class, such other amount as shall promptly notify each Lender as be necessary to the effectiveness refinance all Term Loans of each Refinancing Amendment. such Class. (c) Each of the parties hereto hereby agrees that, upon that this Agreement and the effectiveness of any other Loan Documents may be amended pursuant to a Refinancing Amendment, this Agreement shall be deemed amended without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (thereto, including any amendments necessary without limitation to treat incorporate the Loans and Commitments subject thereto as applicable lenders in respect of Other Term Loans as “Lenders”, and the Other Term Loans as “Loans). Any Refinancing Amendment may” and/or “Term Loans”, without for all applicable purposes hereunder, including the consent definitions of Required Lenders and Required Class Lenders and to establish any other Lenderstranche of Other Term Loans as an independent Class or Facility, as applicable, and (ii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Lead Borrower, to effect the provisions of this SectionSection 2.14, and the Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment, which shall not, for the avoidance of doubt be subject to Section 10.01. (b) This Section 2.21 shall supersede any provisions in Section 2.18 or Section 9.02 to the contrary.

Refinancing Amendments. (a) At any time On one or more occasions after the Effective Escrow Release Date, the Borrower Borrowers may obtain, from any Lender or any Additional Refinancing Lender, Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Term Loans then outstanding under this Agreement (which for purposes of this clause (a) will be deemed to include any then outstanding Other Term Loans or Incremental Term Loans), ) in the form of Other Term Loans or Other Term Commitments; provided Loan Commitments pursuant to a Refinancing Amendment. (b) The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.2 and, to the extent reasonably requested by the Agent, receipt by the Agent of (i) customary legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Original 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 Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Agent in order to ensure that the Net Proceeds of such Credit Agreement Refinancing Indebtedness shall be applied, substantially concurrently is provided with the incurrence thereof, to benefit of the prepayment applicable Financing Agreements. (or reductionc) of outstanding Indebtedness being so refinanced, as the case may be, and accompanied by any prepayment premium payable thereon in accordance with the terms hereof. Each Class issuance of Credit Agreement Refinancing Indebtedness incurred under this Section 2.21 2.9(a) shall be in an aggregate principal amount that is (x) not less than $5,000,000 in the case of Other Term Loans 25,000,000 and (y) an integral multiple of $1,000,000 in excess thereof thereof. (in each case unless the Borrower and the Administrative Agent otherwise agree). 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, upon that this Agreement and the effectiveness of any other Financing Agreements may be amended pursuant to a Refinancing Amendment, this Agreement shall be deemed amended without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto thereto, (including any amendments necessary ii) make such other changes to treat this Agreement and the Loans other Financing Agreements consistent with the provisions and Commitments subject thereto as Other Term Loans). Any Refinancing Amendment may, intent of Section 12.3(g) (without the consent of any other Lenders, the Required Lenders called for therein) and (iii) effect such other amendments to this Agreement and the other Loan Documents Financing Agreements as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Lead Parent Borrower, to effect the provisions of this SectionSection 2.9, and the Required Lenders hereby expressly authorize the Agent to enter into any such Refinancing Amendment. (be) This Section 2.21 shall supersede any provisions in Section 2.18 or Section 9.02 Notwithstanding anything to the contrarycontrary in this Agreement, the 2016-1 Term B-4 Loans, 2016-2 Term B-4 Loans, the 2017-1 Term B-4 Loans, 2016-1 Term B-5 Loans, 2016-2 Term B-5 Loans, the 2017-1 Term B-5 Loans, the 2016-1 Term B-6 Loans and, the 2017-1 Term B-6 Loans and the 2018 Term B-7 Loans shall be permitted under this Agreement.

Refinancing Amendments. (a) At any time On one or more occasions after the Effective Closing Date, the Borrower may obtain, from any Lender or any Additional Lenderother bank, Credit Agreement Refinancing Indebtedness in respect of all financial institution or other institutional lender or investor that agrees to provide any portion of the Term Loans then outstanding under this Agreement (which for purposes of this clause (a) will be deemed to include any then outstanding Other Term Loans), in the form of Other Refinancing Term Loans or Other Term Commitments; provided Revolving Credit Commitments pursuant to a Refinancing Amendment in accordance with this Section 2.15 (each, an “Additional Refinancing Lender”). (b) The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 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 the Net Proceeds of such Credit Agreement Refinancing Indebtedness shall be applied, substantially concurrently is provided with the incurrence thereof, to benefit of the prepayment applicable Loan Documents. (or reductionc) of outstanding Indebtedness being so refinanced, as the case may be, and accompanied by any prepayment premium payable thereon in accordance with the terms hereof. Each Class issuance of Credit Agreement Refinancing Indebtedness incurred under this Section 2.21 2.15(a) shall be in an aggregate principal amount that is (x) not less than $5,000,000 in the case of Other Term Loans 10,000,000 and (y) an integral multiple of $1,000,000 in excess thereof thereof. (in each case unless the Borrower and the Administrative Agent otherwise agree). 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, upon that this Agreement and the effectiveness of any other Loan Documents may be amended pursuant to a Refinancing Amendment, this Agreement shall be deemed amended without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto and (including any amendments necessary ii) make such other changes to treat this Agreement and the Loans other Loan Documents consistent with the provisions and Commitments subject thereto as Other Term Loans). Any Refinancing Amendment may, intent of the third paragraph of Section 10.01 (without the consent of any other Lenders, the Required Lenders called for therein) and (iii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Lead Borrower, to effect the provisions of this SectionSection 2.15, and the Required Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment. (be) This Section 2.21 2.15 shall supersede any provisions in Section 2.18 Sections 2.13 or Section 9.02 10.01 to the contrary.