Common use of Refinancing Amendments Clause in Contracts

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

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

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

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

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

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

Refinancing Amendments. (a) On one or more occasions At any time after the Closing Restatement Date, the Borrowers Borrower may obtain, from any Lender or any Additional Refinancing additional Lender, Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Term Loans then outstanding under this AgreementAgreement (which will be deemed to include any then outstanding Other Loans), in the form of Other Term Loans or Other Term Loan Commitments, in each case pursuant to a Refinancing Amendment. The effectiveness ; provided that the net proceeds of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 (which, for the avoidance of doubt, shall not require compliance with Section 7.09 for any incurrence of Other Term Loans) and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) customary legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Closing Date (conformed as appropriate) and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Credit Agreement Refinancing Indebtedness is provided shall be applied, substantially concurrently with the benefit incurrence thereof, to the prepayment of the applicable Loan Documents. outstanding Loans (band termination of commitments related thereto) being so refinanced. Each issuance Class of Credit Agreement Refinancing Indebtedness incurred under this Section 2.15(a) 2.14 shall be in an aggregate principal amount that is (xi) not less than $50 10 million or and (yii) an integral multiple of $5 million 1.0 million, in excess thereof, thereof (in each case unless the Borrower and the Administrative Agent otherwise agree). The Administrative Agent shall otherwise agree in its discretion. (c) promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that this Agreement and that, upon the other Loan Documents may be amended pursuant to a effectiveness of any Refinancing Amendment, without the consent of any other Lenders, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant theretothereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Loans and/or Other Commitments). Any Refinancing Amendment may, including without limitation to incorporate the applicable lenders in respect consent of Other Term Loans as “any other Lenders”, and the Other Term Loans as “Loans” and/or “Term Loans”, for all applicable purposes hereunder, including the definition of Required Lenders and to establish any tranche of Other Term Loans an independent Class or Facility, as applicable, and (ii) effect such other amendments to this Agreement and 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 Parentthe Borrower, to effect the provisions of this Section. (b) Notwithstanding anything to the contrary, this Section 2.152.14 shall supersede any provisions in Section 2.03, and Section 2.05, Section 2.10 or Section 10.01 to the Lenders hereby expressly authorize contrary, in each case, to the Administrative Agent extent necessary to enter into any such Refinancing Amendment, which shall not, for implement the avoidance of doubt be subject to provisions contemplated by this Section 10.012.14.

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

Refinancing Amendments. (a) On one or more occasions after the Closing Amendment and Restatement Effective Date, the Borrowers Borrower may obtain, from any Lender or any other bank, financial institution or other institutional lender or investor that agrees to provide any portion of 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, in the form of Other Term Refinancing Loans or Other Term Loan Commitments, Refinancing Commitments pursuant to a Refinancing Amendment. ; (b) The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of (i) the conditions representations and warranties of each Loan Party set forth in Section 4.02 Article 5 and in each other Loan Document shall be true and correct in all material respects (whichexcept 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 date of such Refinancing Amendment with the same effect as though made on and as of such date, for except to the avoidance 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 doubt, such earlier date (ii) no Default or Event of Default shall not require compliance with Section 7.09 for any incurrence exist or would result from such proposed Refinancing Amendment or from the application of Other Term Loans) the proceeds therefrom and, (iii) to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (ix) customary legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Closing Amendment and Restatement Effective Date (conformed as appropriate) other than changes to such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (iiy) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Credit Agreement Refinancing Indebtedness is provided with the benefit of the applicable Loan Documents. (bc) Each issuance of Credit Agreement Refinancing Indebtedness under Section 2.15(a) shall be in an aggregate principal amount that is (x) not less than $50 million or 10,000,000 and (y) an integral multiple of $5 million 1,000,000 in excess thereof, unless the Administrative Agent shall otherwise agree in its discretion. (cd) Each of the parties hereto hereby agrees that this Agreement and the other Loan Documents may be amended pursuant to a Refinancing Amendment, without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto, including without limitation to incorporate the applicable lenders in respect of Other Term Loans as “Lenders”, and the Other Term Loans as “Loans” and/or “Term Loans”, for all applicable purposes hereunder, including the definition of Required Lenders and to establish any tranche of Other Term Loans an independent Class or Facility, as applicable, thereto and (ii) make such other changes to this Agreement and the other Loan Documents consistent with the provisions and intent of the third paragraph of Section 10.01 (without the consent of the Required Lenders called for therein) and (iii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and Parentthe Borrower, to effect the provisions of this Section 2.15, and the Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment, which . (e) Any secured Other Term Loans and Other Term Loan Commitments shall not, for the avoidance of doubt 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 10.012.15 shall supersede any provisions in Section 2.13 or 10.01 to the contrary.

Refinancing Amendments. (a) On one or more occasions after the Closing Date, the Borrowers Borrower may obtain, from any Lender or any Additional Refinancing Lender, Credit Agreement Refinancing Indebtedness in respect of all or any portion of the any Incremental Term Loans then outstanding under this Agreement, in the form of Other Term Loans or Other Term Loan Commitments, pursuant to a Refinancing Amendment. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 (which, for the avoidance of doubt, shall not require compliance with Section 7.09 for any incurrence of Other Term Loans) and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) customary legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Closing Date (conformed as appropriate) and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Credit Agreement Refinancing Indebtedness is provided with the benefit of the applicable Loan Documents. (b) Each issuance of Credit Agreement Refinancing Indebtedness under Section 2.15(a) shall be in an aggregate principal amount that is (x) $50 25 million or (y) an integral multiple of $5 million in excess thereof, unless the Administrative Agent shall otherwise agree in its discretion. (c) Each of the parties hereto hereby agrees that this Agreement and the other Loan Documents may be amended pursuant to a Refinancing Amendment, without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto, including without limitation to incorporate the applicable lenders in respect of Other Term Loans as “Lenders”, and the Other Term Loans as “Loans” and/or “Term Loans”, for all applicable purposes hereunder, including the definition definitions of Required Lenders and Required Class Lenders and to establish any tranche of Other Term Loans an independent Class or Facility, as applicable, and (ii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and Parentthe Borrower, to effect the provisions of this Section 2.15, and the Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment, which shall not, for the avoidance of doubt be subject to Section 10.01. No Lender shall be obligated to provide any Credit Agreement Refinancing Indebtedness unless it so agrees in its sole and absolute discretion.

Refinancing Amendments. (a) On one or more occasions ON 11 SEP 18 10:41:03 GMT 09:31:06 GMT At any time after the Closing Effective Date, the Borrowers Borrower may obtain, from any Lender or any Additional Refinancing Lender, Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Term Loans then outstanding under this AgreementAgreement (which will be deemed to include any then outstanding Other Loans), in the form of Other Term Loans or Other Term Loan Commitments, in each case pursuant to a Refinancing Amendment. The effectiveness ; provided that the Net Proceeds of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 (which, for the avoidance of doubt, shall not require compliance with Section 7.09 for any incurrence of Other Term Loans) and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) customary legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Closing Date (conformed as appropriate) and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Credit Agreement Refinancing Indebtedness is provided shall be applied, substantially concurrently with the benefit incurrence thereof, to the prepayment of the applicable Loan Documents. (b) outstanding Loans being so refinanced. Each issuance Class of Credit Agreement Refinancing Indebtedness incurred under this Section 2.15(a) 2.19 shall be in an aggregate principal amount that is (xi) not less than $50 million or 5,000,000 and (yii) an integral multiple of $5 million 1,000,000 in excess thereof, thereof (unless the Borrower and the Administrative Agent otherwise agree). The Administrative Agent shall otherwise agree in its discretion. (c) promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that this Agreement and that, upon the other Loan Documents may be amended pursuant to a effectiveness of any Refinancing Amendment, without the consent of any other Lenders, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant theretothereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Loans and/or Other Commitments). Any Refinancing Amendment may, including without limitation to incorporate the applicable lenders in respect consent of Other Term Loans as “any other Lenders”, and the Other Term Loans as “Loans” and/or “Term Loans”, for all applicable purposes hereunder, including the definition of Required Lenders and to establish any tranche of Other Term Loans an independent Class or Facility, as applicable, and (ii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and Parentthe Borrower, to effect the provisions of this Section. Notwithstanding anything to the contrary, this Section 2.152.19 shall supersede (i) any provisions in Section 2.16 or Section 9.02 to the contrary and (ii) the minimum borrowing, pro rata borrowing 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 10.01pro rata payment requirements contained elsewhere in this Agreement.

Refinancing Amendments. (a) On one or more occasions after the Closing Effective Date, the Borrowers Borrower may obtain, from any Lender or any other bank, financial institution or other institutional lender or investor (other than an Ineligible Institution) that agrees to provide any portion of any Refinancing Term Loan consisting of Loan Agreement Refinancing Debt, pursuant to a Refinancing Amendment in accordance with this Section 2.28 (each, an “Additional Refinancing Lender”) (provided that the Administrative Agent shall have consented (not to be unreasonably withheld) to such Lender or Additional Refinancing Lender making such Refinancing Term Loans to the extent such consent, Credit Agreement if any, would be required under Section 9.04(b) for an assignment of Loans or Commitments, as applicable, to such Lender or Additional Refinancing Indebtedness Lender), in respect of all or any portion of the any Class of Term Loans then outstanding under this Agreement, in the form of Other Refinancing Term Loans or Other Refinancing Term Loan Commitments, Commitments pursuant to a Refinancing Amendment. . (b) The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on following conditions: (i) no Default or Event of Default shall have occurred and be continuing immediately prior to and immediately after giving effect (including pro forma effect) to such Refinancing Amendment, (ii) the date thereof of each of the conditions representations and warranties set forth in Section 4.02 each Loan Document shall be true and correct in all material respects immediately prior to, and immediately after giving effect to, such Refinancing Amendment, except to the extent any such representations or warranties are expressly limited to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such specified earlier date (which, for provided that no materiality qualifier set forth in this clause (ii) shall be applicable to any representations and warranties that already are qualified or modified by materiality in the avoidance of doubt, shall not require compliance with Section 7.09 for any incurrence of Other Term Loanstext thereof) and, and (iii) to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i1) customary such legal opinions, board resolutions resolutions, secretary’s certificates, officer’s certificates and officers’ certificates consistent other documents as shall reasonably be requested by the Administrative Agent in connection with those delivered on the Closing Date (conformed as appropriate) any such transaction and (ii2) 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 Loan Agreement Refinancing Indebtedness is provided with the benefit of the applicable Loan Documents. (b) . Each issuance of Credit Loan Agreement Refinancing Indebtedness under Section 2.15(a2.28(a) shall be in an aggregate principal amount that is (xi) not less than $50 million or 25,000,000 and (yii) an integral multiple of $5 million 5,000,000 in excess thereof, unless the Administrative Agent shall otherwise agree in its discretion.. 73 (c) Each of the parties hereto hereby agrees that this Agreement and the other Loan Documents may be amended pursuant to a Refinancing Amendment, without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Loan Agreement Refinancing Indebtedness incurred pursuant thereto, including without limitation to incorporate the applicable lenders in respect of Other Term Loans as “Lenders”, and the Other Term Loans as “Loans” and/or “Term Loans”, for all applicable purposes hereunder, including the definition of Required Lenders and to establish any tranche of Other Term Loans an independent Class or Facility, as applicable, thereto and (ii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and Parentthe Borrower, to effect the provisions of this Section 2.152.28, including any amendments necessary to treat the applicable Loans and/or Commitments established under the Refinancing Amendment as a new Class of loans and/or commitments hereunder, and the Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment, which . This Section 2.28 shall not, for supersede any provisions in Section 2.18(c) or Section 9.02 to the avoidance of doubt be subject to Section 10.01contrary.

Refinancing Amendments. (a) On one or more occasions At any time after the Closing Original Effective Date, the Borrowers Borrower may obtain, from any Lender or any Additional Refinancing Lenderother Eligible Assignee, Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Term Loans then outstanding under this Agreement, Debt in the form of Other Term Loans Advances or Other Term Loan Commitments, Commitments in each case pursuant to a Refinancing Amendment. Any Other Advances may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments hereunder, as specified in the applicable Refinancing Amendment. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 (which, for the avoidance of doubt, shall not require compliance with Section 7.09 for any incurrence of Other Term Loans) 3.02 and, solely to the extent that the applicable Credit Agreement Refinancing Debt is to be secured 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 (or replacements thereof as contemplated by the final paragraph of each of Section 5.01(h) and 5.01(j)) as may be reasonably requested by the Administrative Collateral Agent (which shall not require any consent from any Lender) in order to ensure that such Credit Agreement Refinancing Indebtedness Debt is provided with the benefit of the applicable Loan Collateral Documents. (b) Each issuance of Credit Agreement Refinancing Indebtedness , together with customary legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements generally consistent with those delivered on the Original Effective Date under Section 2.15(a) shall be in an aggregate principal amount that is (x) $50 million or (y) an integral multiple of $5 million in excess thereof, unless the 3.01. The Administrative Agent shall otherwise agree in its discretion. (c) promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that this Agreement and that, upon the other Loan Documents may be amended pursuant to a effectiveness of any Refinancing Amendment, without the consent of any other Lenders, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness Debt incurred pursuant theretothereto (including any amendments necessary to treat the Advances and Commitments subject thereto as Other Advances and/or Other Commitments). Any Refinancing Amendment may, including without limitation to incorporate the applicable lenders in respect consent of Other Term Loans as “any other Lenders”, and the Other Term Loans as “Loans” and/or “Term Loans”, for all applicable purposes hereunder, including the definition of Required Lenders and to establish any tranche of Other Term Loans an independent Class or Facility, as applicable, and (ii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and Parentthe Borrower, to effect the provisions of this Section 2.152.19. This Section 2.19 shall supersede any provisions in Section 2.06, and 2.13 or 9.01 to the Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment, which shall not, for the avoidance of doubt be subject to Section 10.01contrary.

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

Refinancing Amendments. (a) On one or more occasions At any time after the Closing Effective Date, the Borrowers Borrower may obtain, from any Lender or any Additional Refinancing Lender, Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Term Loans then outstanding under this AgreementAgreement (which will be deemed to include any then outstanding Other Loans), in the form of Other Term Loans or Other Term Loan Commitments, in each case pursuant to a Refinancing Amendment. The effectiveness ; provided that the Net Proceeds of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 (which, for the avoidance of doubt, shall not require compliance with Section 7.09 for any incurrence of Other Term Loans) and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) customary legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Closing Date (conformed as appropriate) and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Credit Agreement Refinancing Indebtedness is provided shall be applied, substantially concurrently with the benefit incurrence thereof, to the prepayment of outstanding Loans being so refinanced (and in the case of any Other Revolving Facility, the termination of the applicable Loan Documents. (b) corresponding Revolving Commitments for such Revolving Loans being so refinanced). Each issuance Class of Credit Agreement Refinancing Indebtedness incurred under this Section 2.15(a) 2.19 shall be in an aggregate principal amount that is (xi) not less than the Dollar Amount of $50 million or 10,000,000 and (yii) an integral multiple of the Dollar Amount of $5 million 1,000,000 in excess thereof, thereof (unless the Borrower and the Administrative Agent otherwise agree). The Administrative Agent shall otherwise agree in its discretion. (c) promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that this Agreement and that, upon the other Loan Documents may be amended pursuant to a effectiveness of any Refinancing Amendment, without the consent of any other Lenders, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant theretothereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Loans and/or Other Commitments). Any Refinancing Amendment may, including without limitation to incorporate the applicable lenders in respect consent of Other Term Loans as “any other Lenders”, and the Other Term Loans as “Loans” and/or “Term Loans”, for all applicable purposes hereunder, including the definition of Required Lenders and to establish any tranche of Other Term Loans an independent Class or Facility, as applicable, and (ii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and Parentthe Borrower, to effect the provisions of this Section. (b) Notwithstanding anything to the contrary, this Section 2.15, and 2.19 shall supersede any provisions in Section 2.16 or Section 9.02 to the Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment, which shall not, for the avoidance of doubt be subject to Section 10.01contrary.

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

Refinancing Amendments. (a) On one or more occasions after the Closing Effective Date, the Borrowers Borrower may obtain, from any Lender or any other bank, financial institution or other institutional lender or investor (other than an Ineligible Institution) that agrees to provide any portion of any Refinancing Term Loan consisting of Loan Agreement Refinancing Debt, pursuant to a Refinancing Amendment in accordance with this Section 2.28 (each, an “Additional Refinancing Lender”) (provided that the Administrative Agent shall have consented (not to be unreasonably withheld) to such Lender or Additional Refinancing Lender making such Refinancing Term Loans to the extent such consent, Credit Agreement if any, would be required under Section 9.04(b) for an assignment of Loans or Commitments, as applicable, to such Lender or Additional Refinancing Indebtedness Lender), in respect of all or any portion of the any Class of Term Loans then outstanding under this Agreement, in the form of Other Refinancing Term Loans or Other Refinancing Term Loan Commitments, Commitments pursuant to a Refinancing Amendment. . (b) The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on following conditions: (i) no Default or Event of Default shall have occurred and be continuing immediately prior to and immediately after giving effect (including pro forma effect) to such Refinancing Amendment, (ii) the date thereof of each of the conditions representations and warranties set forth in Section 4.02 each Loan Document shall be true and correct in all material respects immediately prior to, and immediately after giving effect to, such Refinancing Amendment, except to the extent any such representations or warranties are expressly limited to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such specified earlier date (which, for provided that no materiality qualifier set forth in this clause (ii) shall be applicable to any representations and warranties that already are qualified or modified by materiality in the avoidance of doubt, shall not require compliance with Section 7.09 for any incurrence of Other Term Loanstext thereof) and, and (iii) to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i1) customary such legal opinions, board resolutions resolutions, secretary’s certificates, officer’s certificates and officers’ certificates consistent other documents as shall reasonably be requested by the Administrative Agent in connection with those delivered on the Closing Date (conformed as appropriate) any such transaction and (ii2) 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 Loan Agreement Refinancing Indebtedness is provided with the benefit of the applicable Loan Documents. (b) . Each issuance of Credit Loan Agreement Refinancing Indebtedness under Section 2.15(a2.28(a) shall be in an aggregate principal amount that is (xi) not less than $50 million or 25,000,000 and (yii) an integral multiple of $5 million 5,000,000 in excess thereof, unless the Administrative Agent shall otherwise agree in its discretion. (c) Each of the parties hereto hereby agrees that this Agreement and the other Loan Documents may be amended pursuant to a Refinancing Amendment, without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Loan Agreement Refinancing Indebtedness incurred pursuant thereto, including without limitation to incorporate the applicable lenders in respect of Other Term Loans as “Lenders”, and the Other Term Loans as “Loans” and/or “Term Loans”, for all applicable purposes hereunder, including the definition of Required Lenders and to establish any tranche of Other Term Loans an independent Class or Facility, as applicable, thereto and (ii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and Parentthe Borrower, to effect the provisions of this Section 2.152.28, including any amendments necessary to treat the applicable Loans and/or Commitments established under the Refinancing Amendment as a new Class of loans and/or commitments hereunder, and the Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment, which . This Section 2.28 shall not, for supersede any provisions in Section 2.18(c) or Section 9.02 to the avoidance of doubt be subject to Section 10.01contrary.

Refinancing Amendments. (a) On one or more occasions after the Closing Date, the Borrowers Borrower may obtain, from any Lender or any Additional Refinancing Lender, Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Term Loans then outstanding under this Agreement, in the form of Other Term Loans or Other Term Loan Commitments, pursuant to a Refinancing Amendment. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 4.03 (which, for the avoidance of doubt, shall not require compliance with Section 7.09 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 such Credit Agreement Refinancing Indebtedness is provided with the benefit of the applicable Loan Documents. (b) Each issuance of Credit Agreement Refinancing Indebtedness under Section 2.15(a2.14(a) shall be in an aggregate principal amount that is (xi) $50 25 million or (y) an integral multiple of $5 million in excess thereof, unless the Administrative Agent shall otherwise 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 be necessary to refinance all Term Loans of such Class. (c) Each of the parties hereto hereby agrees that this Agreement and the other Loan Documents may be amended pursuant to a Refinancing Amendment, without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto, including without limitation to incorporate the applicable lenders in respect of Other Term Loans as “Lenders”, and the Other Term Loans as “Loans” and/or “Term Loans”, for all applicable purposes hereunder, including the definition definitions of Required Lenders and Required Class Lenders and to establish any tranche of Other Term Loans 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 Parentthe Borrower, to effect the provisions of this Section 2.152.14, and the Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment, which shall not, for the avoidance of doubt be subject to Section 10.01.

Refinancing Amendments. (a) On one or more occasions after the Closing Date, the Borrowers Borrower may obtain, from any Lender or any Additional Refinancing Lender, Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Term Loans then outstanding under this AgreementAgreement (which for purposes of this Section 3.14(a) will be deemed to include any then outstanding Refinancing Term Loans or Incremental Term Loans), in the form of Other Refinancing Term Loans or Other Refinancing Term Loan Commitments, Commitments pursuant to a Refinancing Amendment. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 (which, for the avoidance of doubt, shall not require compliance with Section 7.09 for any incurrence of Other Term Loans) and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) customary legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Closing Date (conformed as appropriate) and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Credit Agreement Refinancing Indebtedness is provided with the benefit of the applicable Loan DocumentsAmendments. (b) Each issuance of Credit Agreement Refinancing Indebtedness under Section 2.15(a3.14(a) shall be in an aggregate principal amount that is (x) not less than $50 million or 5,000,000 and (y) an integral multiple of $5 million 1,000,000 in excess thereof, unless the Administrative Agent shall otherwise agree in its discretion. (c) Each of the parties hereto hereby agrees that this Agreement and the other Loan Documents may be amended pursuant to a Refinancing Amendment, without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto, including without limitation to incorporate the applicable lenders in respect of Other Term Loans as “Lenders”, and the Other Term Loans as “Loans” and/or “Term Loans”, for all applicable purposes hereunder, including the definition of Required Lenders and to establish any tranche of Other Term Loans an independent Class or Facility, as applicable, thereto and (ii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and Parentthe Borrower, to effect the provisions of this Section 2.153.14, and the Required Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment. (d) The Borrower shall deliver or cause to be delivered any customary legal opinions or other documents (including, which shall notwithout limitation, for a resolution duly adopted by the avoidance board of doubt be subject to Section 10.01directors (or equivalent governing body) of each Credit Party authorizing such Refinancing Amendment) reasonably requested by Administrative Agent in connection with any such transaction.

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

Refinancing Amendments. (a) On one or more occasions after the Closing Date, the Borrowers may obtain, from any Lender or any Additional Refinancing Lender, Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Term Loans then outstanding under this AgreementAgreement (which for purposes of this Section 2.17(a) will be deemed to include any then outstanding Refinancing Term Loans or Incremental Term Loans), in the form of Other Refinancing Term Loans or Other Refinancing Term Loan Commitments, Commitments pursuant to a Refinancing Amendment. . (b) The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 (which, for the avoidance of doubt, shall not require compliance with Section 7.09 for any incurrence of Other Term Loans) and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) customary legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Closing Date (conformed as appropriate) and (ii) customary reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Credit Agreement Refinancing Indebtedness is provided with the benefit of the applicable Loan Documents. (bc) Each issuance of Credit Agreement Refinancing Indebtedness under Section 2.15(a2.17(a) shall be in an aggregate principal amount that is (x) not less than $50 million or 5,000,000 and (y) an integral multiple of $5 million 1,000,000 in excess thereof, unless the Administrative Agent shall otherwise agree in its discretion. (cd) Each of the parties hereto hereby agrees that this Agreement and the other Loan Documents may be amended pursuant to a Refinancing Amendment, without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto, including without limitation to incorporate the applicable lenders in respect of Other Term Loans as “Lenders”, and the Other Term Loans as “Loans” and/or “Term Loans”, for all applicable purposes hereunder, including the definition of Required Lenders and to establish any tranche of Other Term Loans an independent Class or Facility, as applicable, thereto and (ii) make such other changes to this Agreement and the other Loan Documents consistent with the provisions and intent of the third paragraph of Section 10.01 (without the consent of the Required Lenders called for therein) and (iii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and ParentBorrowers, to effect the provisions of this Section 2.152.17, and the Required Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment. (e) This Section 2.17 shall supersede any provisions in Section 2.10, which shall not, for 2.11 or 10.01 to the contrary. For the avoidance of doubt doubt, any of the provisions of this Section 2.17 may be subject to Section 10.01amended with the consent of the Required Lenders.

Refinancing Amendments. (a) On Notwithstanding anything to the contrary in this Agreement, including Section 2.18 (which provisions shall not be applicable to this Section 2.24), the Borrower may by written notice to the Administrative Agent establish one or more occasions additional tranches of term loans under this Agreement (such loans, “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 Closing Date, the Borrowers may obtain, from any Lender or any Additional Refinancing Lender, Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Term Loans then outstanding under this Agreement, in the form of Other Term Loans or Other Term Loan Commitments, pursuant date on which such notice is delivered 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 or such amendments shorter period agreed to the Collateral Documents as may be reasonably requested by the Administrative Agent in order its sole discretion); provided that: (i) before and after giving effect to ensure that the borrowing of such Credit Agreement Refinancing Indebtedness is provided 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 Loan Documentsto 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) Each issuance The Borrower may approach any Lender or any other person that would be an Eligible Assignee pursuant to Section 9.04 to provide all or a portion of Credit the Refinancing Loans; provided, that any Lender offered or approached to provide all or a portion of the Refinancing Loans 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 Agreement; provided, further, that any Refinancing Loans may, to the 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 Indebtedness under 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 any other Loan Document (including without limitation this Section 2.15(a2.24), (i) the aggregate amount of Refinancing Loans will not be included in the calculation of clause (i) of the definition of Incremental Loan Amount, (ii) Refinancing Loans shall be in integral multiples of $1,000,000 and be in an aggregate principal amount that is (x) not less than $50 million 10,000,000, or, in each case, a lesser amount if such lesser amount constitutes the remaining balance of the class of Loans being refinanced or (y) an integral multiple of $5 million in excess thereof, unless as may be reasonably be agreed to by the Administrative Agent Agent, (iii) there shall otherwise agree be no condition to any incurrence of any Refinancing Loan at any time or from time to time other than those set forth in its discretion. Section 2.24(a) above, and (civ) Each of the parties hereto hereby agrees that all Refinancing Loans and all obligations in respect thereof shall be Obligations under this Agreement and the other Loan Documents may be amended pursuant to a Refinancing Amendment, without that rank equally and ratably in right of security with the consent of any Loans and other Lenders, to the extent Obligations. (but only to the extentd) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto, including without limitation to incorporate the applicable lenders in respect of Other Term Loans as “Lenders”, and the Other Term Loans as “Loans” and/or “Term Loans”, for all applicable purposes hereunder, including the definition of Required Lenders and to establish any tranche of Other Term Loans an independent Class or Facility, as applicable, and (ii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and Parent, to effect the provisions of this Section 2.15, and the Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment, which shall not, for For the avoidance of doubt 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 subject applied to Section 10.01the payment 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) On one or more occasions At any time after the Closing Date, the Borrowers Borrower may obtain, from any Lender or any Additional Refinancing 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 AgreementAgreement (which for purposes of this clause (a) will be deemed to include any then outstanding Other Term Loans), in the form of Other Term Loans or Other Term Loan Commitments, Commitments pursuant to a Refinancing Amendment. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 (which4.02, for the avoidance of doubt, shall not require compliance with Section 7.09 for any incurrence of Other Term Loans) and, and to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) customary legal opinions, board resolutions opinions and officers’ certificates consistent with those delivered on the Closing Date (conformed as appropriate) and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Credit Agreement Refinancing Indebtedness is provided with the benefit of the applicable Loan Documents. (b) other documents. Each issuance of Credit Agreement Refinancing Indebtedness under this Section 2.15(a) shall be in an aggregate principal amount that is (x) not less than $50 million or 5,000,000 and (y) an integral multiple of $5 million 1,000,000 in excess thereof, unless the . (b) The Administrative Agent shall otherwise agree in its discretion. (c) promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that this Agreement and that, upon the other Loan Documents may be amended pursuant to a effectiveness of any Refinancing Amendment, without the consent of any other Lenders, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto, thereto (including without limitation any amendments necessary to incorporate treat the applicable lenders in respect of Loans subject thereto as Other Term Loans as “Lenders”, and the or Other Term Loans as “Loans” and/or “Term Loans”Loan Commitments). Any Refinancing Amendment may, for all applicable purposes hereunderwithout the consent of any other Lenders, including the definition of Required Lenders and to establish any tranche of Other Term Loans an independent Class or Facility, as applicable, and (ii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and Parentthe Borrower, to effect the provisions of this Section. This Section 2.15, and 2.15 shall supersede any provisions in Section 2.13 or 10.01 to the Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment, which shall not, for the avoidance of doubt be subject to Section 10.01contrary.

Refinancing Amendments. (a) On one or more occasions after the Closing Date, the Borrowers Borrower may obtain, from any Lender or any Additional Refinancing Lender, Credit Agreement Refinancing Indebtedness in respect of all or any portion of (x) the Term Loans then outstanding under this Agreement, in the form of Other Term Loans or Other Term Loan Commitments or (y) the Revolving Credit Loans (or unused Revolving Credit Commitments) 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 7.09 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 such Credit Agreement Refinancing Indebtedness is provided with the benefit of the applicable Loan Documents. (b) Each issuance of Credit Agreement Refinancing Indebtedness under Section 2.15(a) shall be in an aggregate principal amount that is (xi) $50 25 million or (y) an integral multiple of $5 million in excess thereof, unless the Administrative Agent shall otherwise agree in its discretion, (ii) in the case of a refinancing of all Term Loans of a particular Class, such other amount as shall 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 refinance all Revolving Credit Loans of such Class. (c) Each of the parties hereto hereby agrees that this Agreement and the other Loan Documents may be amended pursuant to a Refinancing Amendment, without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto, including without limitation to (x) incorporate the applicable lenders in respect of Other Term Loans as “Lenders”, and the Other Term Loans as “Loans” and/or “Term Loans”, for all applicable purposes hereunder, including the definition definitions of Required Lenders and Required Class Lenders and to establish any tranche of Other Term Loans 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 Parentthe Borrower, to effect the provisions of this Section 2.15, and the Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment, which shall not, for the avoidance of doubt be subject to Section 10.01.

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

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

Refinancing Amendments. (a) On one or more occasions after the Closing Effective Date, the Borrowers Borrower may obtain, from any Lender or any other bank, financial institution or other institutional lender or investor (other than an Ineligible Institution) that agrees to provide any portion of any Refinancing Term Loan consisting of Loan Agreement Refinancing Debt, pursuant to a Refinancing Amendment in accordance with this Section 2.27 (each, an “Additional Refinancing Lender”) (provided that the Administrative Agent shall have consented (not to be unreasonably withheld) to such Lender or Additional Refinancing Lender making such Refinancing Term Loans to the extent such consent, Credit Agreement if any, would be required under Section 9.04(b) for an assignment of Loans or Commitments, as applicable, to such Lender or Additional Refinancing Indebtedness Lender), in respect of all or any portion of the any Class of Term Loans then outstanding under this Agreement, in the form of Other Refinancing Term Loans or Other Refinancing Term Loan Commitments, Commitments pursuant to a Refinancing Amendment. . (b) The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on following conditions: (i) no Default or Event of Default shall have occurred and be continuing immediately prior to and immediately after giving effect (including pro forma effect) to such Refinancing Amendment, (ii) the date thereof of each of the conditions representations and warranties set forth in Section 4.02 each Loan Document shall be true and correct in all material respects immediately prior to, and immediately after giving effect to, such Refinancing Amendment, except to the extent any such representations or warranties are expressly limited to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such specified earlier date (which, for provided that no materiality qualifier set forth in this clause (ii) shall be applicable to any representations and warranties that already are qualified or modified by materiality in the avoidance of doubt, shall not require compliance with Section 7.09 for any incurrence of Other Term Loanstext thereof) and, and (iii) to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i1) customary such legal opinions, board resolutions resolutions, secretary’s certificates, officer’s certificates and officers’ certificates consistent other documents as shall reasonably be requested by the Administrative Agent in connection with those delivered on the Closing Date (conformed as appropriate) any such transaction and (ii2) 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 Loan Agreement Refinancing Indebtedness is provided with the benefit of the applicable Loan Documents. (b) . Each issuance of Credit Loan Agreement Refinancing Indebtedness under Section 2.15(a2.27(a) shall be in an aggregate principal amount that is (xi) not less than $50 million or 25,000,000 and (yii) an integral multiple of $5 million 5,000,000 in excess thereof, unless the Administrative Agent shall otherwise agree in its discretion. (c) Each of the parties hereto hereby agrees that this Agreement and the other Loan Documents may be amended pursuant to a Refinancing Amendment, without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Loan Agreement Refinancing Indebtedness incurred pursuant thereto, including without limitation to incorporate the applicable lenders in respect of Other Term Loans as “Lenders”, and the Other Term Loans as “Loans” and/or “Term Loans”, for all applicable purposes hereunder, including the definition of Required Lenders and to establish any tranche of Other Term Loans an independent Class or Facility, as applicable, thereto and (ii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and Parentthe Borrower, to effect the provisions of this Section 2.152.27, including any amendments necessary to treat the applicable Loans and/or Commitments established under the Refinancing Amendment as a new Class of loans and/or commitments hereunder, and the Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment, which . (d) This Section 2.27 shall not, for supersede any provisions in Section 2.18(c) or Section 9.02 to the avoidance of doubt be subject to Section 10.01contrary.

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

Refinancing Amendments. (a) On one or more occasions after the Closing Date, the Borrowers Borrower may obtain, from any Lender or any Additional Refinancing existing Lender, Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Term Loans then outstanding under this AgreementAgreement (which for purposes of this Section 2.18(a) will be deemed to include any then outstanding Refinancing Term Loans and Incremental Term Loans), in the form of Other Refinancing Term Loans or Other and Refinancing Term Loan Commitments, Commitments pursuant to a Refinancing Amendment. . (b) No Lender shall be obligated to provide any Credit Agreement Refinancing Indebtedness, unless it so agrees. (c) The effectiveness of any Refinancing Amendment shall be subject to the satisfaction (or waiver in accordance with the terms of such Refinancing Amendment) on the date thereof of each of the following express 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) precedent and, to the extent reasonably requested by the Administrative AgentPersons providing the applicable Refinancing Loans, receipt by such other conditions are the Administrative Agent of parties thereto may agree: (i) customary legal opinionsThe representations and warranties of 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 date of such Credit Extension; provided, board resolutions to the extent such representations and officers’ certificates consistent with those delivered warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided further that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on the Closing Date (conformed as appropriate) and such respective dates. (ii) reaffirmation agreements and/or No Default or Event of Default shall exist, or would result from such amendments to proposed Credit Extension or from the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Credit Agreement Refinancing Indebtedness is provided with the benefit application of the applicable Loan Documentsproceeds therefrom. (b) Each issuance of Credit Agreement Refinancing Indebtedness under Section 2.15(a) shall be in an aggregate principal amount that is (x) $50 million or (y) an integral multiple of $5 million in excess thereof, unless the Administrative Agent shall otherwise agree in its discretion. (cd) Each of the parties hereto hereby agrees that this Agreement and the other Loan Documents may be amended pursuant to a Refinancing Amendment, without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto, including without limitation to incorporate the applicable lenders in respect of Other Term Loans as “Lenders”, and the Other Term Loans as “Loans” and/or “Term Loans”, for all applicable purposes hereunder, including the definition of Required Lenders and to establish any tranche of Other Term Loans an independent Class or Facility, as applicable, thereto and (ii) make such other changes to this Agreement and the other Loan Documents consistent with the provisions and intent of the third paragraph of Section 10.01 (without the consent of the Required Lenders called for therein) and (iii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and Parentthe Borrower, to effect the provisions of this Section 2.152.18, and the Required Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment, which . (e) This Section 2.18 shall not, for supersede any provisions in Section 2.13 or 10.01 to the avoidance of doubt be subject to Section 10.01contrary.

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

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

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