Common use of Refinancing Revolving Commitments Clause in Contracts

Refinancing Revolving Commitments. (a) The Borrower may by written notice to Administrative Agent elect to request the establishment of one or more additional revolving credit facilities providing for revolving commitments (“Refinancing Revolving Commitments” and the revolving loans thereunder, “Refinancing Revolving Loans”) which Refinances the Revolving Commitments (and the Revolving Loans thereunder) and/or Term Loans under this Agreement; provided, that any such Refinancing Revolving Commitments may not be in an amount greater than the Revolving Commitments and/or Term Loans being Refinanced plus unpaid accrued interest and premium (if any) thereon and underwriting discounts, fees, commissions and expenses in connection therewith. Each such notice shall specify the date (each, a “Refinancing Revolving Credit Effective Date”) on which the Borrower proposes that the Refinancing Revolving Commitments shall become effective, which shall be a date (and which may be contingent on the closing of such Refinancing) not less than three Business Days after the date on which such notice is delivered to the Administrative Agent; provided that (i) after giving effect to the establishment of any Refinancing Revolving Commitments and the concurrent reduction in the aggregate amount of any other Revolving Commitments, the aggregate amount of Revolving Commitments and Refinancing Revolving Commitments shall not exceed the aggregate amount of the Revolving Commitments in effect immediately prior to the establishment of such Refinancing Revolving Commitments plus the aggregate amount of any Term Loans being Refinanced; (ii) no Refinancing Revolving Commitments shall have a scheduled termination date prior to the Revolving Maturity Date of the Revolving Commitments being Refinanced and/or the Term Maturity Date of the Term Loans being Refinanced; (iii) all other terms (other than pricing, interest rates, fees, premiums and optional and mandatory prepayment or redemption terms, which terms shall be as mutually agreed between the Borrower and the lenders providing the Refinancing Revolving Commitments) applicable to such Refinancing Revolving Commitments shall reflect market terms and conditions precedent at the time of incurrence but shall be substantially the same as, or otherwise less favorable to (taken as a whole), the lenders providing such Refinancing Revolving Commitments than those applicable to the Revolving Commitments and/or Term Loans being Refinanced (as certified by the chief financial officer of the Borrower in good faith and reasonably acceptable to the Administrative Agent), except to the extent such covenants and other terms apply solely to any period after the final maturity of the Revolving Commitments and/or Term Loans being Refinanced; (iv) any entity that is an Unrestricted Subsidiary hereunder shall be an unrestricted subsidiary under the terms of such Refinancing Revolving Commitments; (v) the proceeds of any Refinancing Revolving Commitments shall be applied substantially concurrently with the incurrence thereof, to the pro rata prepayment of the Term Loans and/or Revolving Commitments (with a permanent reduction in such Revolving Commitments) being Refinanced hereunder; (vi) no Subsidiary of the Borrower shall be a borrower or a guarantor with respect to any Refinancing Revolving Commitments; provided that a Subsidiary may be a guarantor in respect of Refinancing Revolving Commitments to the extent such Subsidiary is a Subsidiary Loan Party which shall have previously or substantially concurrently guaranteed the Obligations; (vii) there shall be no more than three revolving facilities in the aggregate in effect at any time; and (viii) the Loan Parties and the Administrative Agent shall enter into such amendments to the Security Documents as may be reasonably requested by the Administrative Agent (which shall not require any consent from any Lender) in order to ensure that the Refinancing Revolving Loans are provided with the benefit of the applicable Security Documents on a pari passu basis with the other Obligations (or, to the extent applicable, the Loan Parties and the Administrative Agent (to the extent that it is acting in the capacity of collateral agent with respect to such Refinancing Revolving Loans) will enter into junior lien collateral documents without the consent of the Lenders so long as the Administrative Agent has been provided reasonably requested assurances that such documentation is not more restrictive than the Security Documents in any material respect) and shall deliver such other documents and certificates as may be reasonably requested by the Administrative Agent (including a customary and reasonable intercreditor agreement reasonably satisfactory to the Administrative Agent). (b) The Borrower may approach any Lender or any other Person that would be an Eligible Assignee of a Revolving Commitment pursuant to Section 9.04 to provide all or a portion of the Refinancing Revolving Commitments (a “Refinancing Revolving Lender”); provided that any Lender offered or approached to provide all or a portion of the Refinancing Revolving Commitments may elect or decline, in its sole discretion, to provide a Refinancing Revolving Commitment and the selection of Refinancing Revolving Lenders shall be subject to any consent that would be required pursuant to Section 9.04. (c) The Refinancing Revolving Commitments shall be established pursuant to an amendment to this Agreement among Holdings, the Borrower, the Refinancing Revolving Lenders providing such Refinancing Revolving Loans and any Refinancing Issuing Bank thereunder (a “Refinancing Revolving Facility Amendment”) which shall be consistent with the provisions set forth in paragraph (a) above. Each Refinancing Revolving Facility Amendment shall be binding on the Lenders, the Administrative Agent, the Loan Parties party thereto and the other parties hereto. The Administrative Agent shall be permitted, and is hereby authorized, to enter into such amendments with the Borrowers to effect the foregoing. (d) On any Refinancing Revolving Credit Effective Date, subject to the satisfaction or waiver of the foregoing terms and conditions, (a) each of the Refinancing Revolving Lenders with Refinancing Revolving Commitments shall purchase from each of the other Lenders with Refinancing Revolving Commitments, at the principal amount thereof, such interests in the Revolving Loans under such Refinancing Revolving Commitments outstanding immediately prior to such Refinancing as shall be necessary in order that, after giving effect to all such assignments and purchases, the Refinancing Revolving Loans under such Refinancing Revolving Commitment will be held by Refinancing Revolving Lenders thereunder ratably in accordance with their Refinancing Revolving Credit Percentages and (b) any Borrowings made under the Refinancing Revolving Commitment and any participations in Letters of Credit in connection therewith shall be on a pro rata basis with the Revolving Commitments and all other Refinancing Revolving Commitments. (e) Notwithstanding anything to the contrary contained in this Section 2.21, or elsewhere in this Agreement, the Borrower may elect to issue Refinancing Notes consistent with the provisions set forth in Section 2.21(a) above mutatis mutandis in lieu of Refinancing Revolving Commitments; provided, that in the event such Refinancing Notes are issued, (i) such Refinancing Notes shall Refinance all Revolving Commitments (and any Loans made thereunder) in its entirety and (ii) Refinancing Notes shall substantially concurrently have been issued under Section 2.20.

Refinancing Revolving Commitments. (a) The Borrower may by written notice Pursuant to Administrative Agent elect Section 2.19 of the Credit Agreement, each of the 2018 Revolving Lenders shall have a 2018 Revolving Commitment in the amount set forth opposite such 2018 Revolving Lender’s name on Schedule I hereto and agrees, severally and not jointly, to request make Revolving Loans to the establishment Borrowers as described in Section 2.01 of one or more additional revolving credit facilities providing for revolving commitments (“Refinancing the Amended Credit Agreement, with such 2018 Revolving Commitments having the terms set forth in the Amended Credit Agreement. On the Amendment No. 3 Effective Date, the 2018 Revolving Commitments will replace the Original Revolving Commitments” and . The Borrowers shall prepay in full the revolving loans thereunder, “Refinancing Revolving Loans”) which Refinances the Revolving Commitments (and the Revolving Loans thereunder) and/or Term Loans under this Agreement; provided, that any such Refinancing Revolving Commitments may not be in an amount greater than the Revolving Commitments and/or Term Loans being Refinanced plus unpaid accrued interest and premium (if any) thereon and underwriting discounts, fees, commissions and expenses in connection therewith. Each such notice shall specify the date (each, a “Refinancing Revolving Credit Effective Date”) on which the Borrower proposes that the Refinancing Revolving Commitments shall become effective, which shall be a date (and which may be contingent on the closing of such Refinancing) not less than three Business Days after the date on which such notice is delivered to the Administrative Agent; provided that (i) after giving effect to the establishment of any Refinancing Revolving Commitments and the concurrent reduction in the aggregate outstanding principal amount of any other Revolving Commitments, the aggregate amount of Revolving Commitments and Refinancing Revolving Commitments shall not exceed the aggregate amount of the Revolving Commitments in effect Loans outstanding immediately prior to the establishment Amendment No. 3 Effective Date pursuant to procedures agreed with the Administrative Agent. Any Letters of such Refinancing Revolving Commitments plus the aggregate amount of any Term Loans being Refinanced; (ii) no Refinancing Revolving Commitments shall have a scheduled termination date Credit outstanding immediately prior to the Revolving Maturity Amendment No. 3 Effective Date of the Revolving Commitments being Refinanced and/or the Term Maturity Date of the Term Loans being Refinanced; (iii) all other terms (other than pricing, interest rates, fees, premiums and optional and mandatory prepayment or redemption terms, which terms shall be as mutually agreed between the Borrower and the lenders providing the Refinancing Revolving Commitments) applicable deemed to such Refinancing Revolving Commitments shall reflect market terms and conditions precedent at the time of incurrence but shall be substantially the same as, or otherwise less favorable to (taken as a whole), the lenders providing such Refinancing Revolving Commitments than those applicable to the Revolving Commitments and/or Term Loans being Refinanced (as certified by the chief financial officer of the Borrower in good faith and reasonably acceptable to the Administrative Agent), except to the extent such covenants and other terms apply solely to any period after the final maturity of the Revolving Commitments and/or Term Loans being Refinanced; (iv) any entity that is an Unrestricted Subsidiary hereunder shall be an unrestricted subsidiary issued under the terms of such Refinancing 2018 Revolving Credit Commitments; (v) the proceeds of any Refinancing Revolving Commitments shall be applied substantially concurrently with the incurrence thereof, to the pro rata prepayment of the Term Loans and/or Revolving Commitments (with a permanent reduction in such Revolving Commitments) being Refinanced hereunder; (vi) no Subsidiary of the Borrower shall be a borrower or a guarantor with respect to any Refinancing Revolving Commitments; provided that a Subsidiary may be a guarantor in respect of Refinancing Revolving Commitments to the extent such Subsidiary is a Subsidiary Loan Party which shall have previously or substantially concurrently guaranteed the Obligations; (vii) there shall be no more than three revolving facilities in the aggregate in effect at any time; and (viii) the Loan Parties and the Administrative Agent shall enter into such amendments to the Security Documents as may be reasonably requested by the Administrative Agent (which shall not require any consent from any Lender) in order to ensure that the Refinancing Revolving Loans are provided with the benefit of the applicable Security Documents on a pari passu basis with the other Obligations (or, to the extent applicable, the Loan Parties and the Administrative Agent (to the extent that it is acting in the capacity of collateral agent with respect to such Refinancing Revolving Loans) will enter into junior lien collateral documents without the consent of the Lenders so long as the Administrative Agent has been provided reasonably requested assurances that such documentation is not more restrictive than the Security Documents in any material respect) and shall deliver such other documents and certificates as may be reasonably requested by the Administrative Agent (including a customary and reasonable intercreditor agreement reasonably satisfactory to the Administrative Agent). (b) The Borrower may approach any Each 2018 Revolving Lender (i) confirms that it has received a copy of the Amended Credit Agreement and the other Loan Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; (ii) agrees that it will, independently and without reliance upon the Administrative Agent, the Amendment No. 3 Lead Arrangers or any other Person Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Amended Credit Agreement; (iii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Amended Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto; and (iv) agrees that would be an Eligible Assignee of a Revolving Commitment pursuant to Section 9.04 to provide it will perform in accordance with their terms all or a portion of the Refinancing Revolving Commitments (a “Refinancing Revolving Lender”); provided that any Lender offered or approached to provide all or a portion obligations which by the terms of the Refinancing Revolving Commitments may elect or decline, in its sole discretion, Amended Credit Agreement are required to provide be performed by it as a Refinancing Revolving Commitment and the selection of Refinancing Revolving Lenders shall be subject to any consent that would be required pursuant to Section 9.04Lender. (c) The Refinancing Upon (i) the execution of a counterpart of this Amendment by each 2018 Revolving Commitments shall be established pursuant to an amendment to this Agreement among Holdings, the Borrower, the Refinancing Revolving Lenders providing such Refinancing Revolving Loans and any Refinancing Issuing Bank thereunder (a “Refinancing Revolving Facility Amendment”) which shall be consistent with the provisions set forth in paragraph (a) above. Each Refinancing Revolving Facility Amendment shall be binding on the LendersLender, the Administrative Agent, the Loan Parties party thereto Agent and the other parties hereto. The Borrowers and (ii) the delivery to the Administrative Agent of a fully executed counterpart (including by way of telecopy or other electronic transmission) hereof, each of the 2018 Revolving Lenders party to this Amendment shall be permittedbecome Lenders under the Amended Credit Agreement and shall have the respective 2018 Revolving Commitment set forth on Schedule I hereto, and is hereby authorized, to enter into such amendments with effective as of the Borrowers to effect the foregoingAmendment No. 3 Effective Date. (d) On any Refinancing This Amendment constitutes an Additional Credit Extension Amendment in respect of the 2018 Revolving Credit Effective Date, subject to the satisfaction or waiver of the foregoing terms and conditions, (a) each of the Refinancing Revolving Lenders with Refinancing Revolving Commitments shall purchase from each of the other Lenders with Refinancing Revolving Commitments, at the principal amount thereof, such interests in the Revolving Loans under such Refinancing Revolving Commitments outstanding immediately prior to such Refinancing as shall be necessary in order that, after giving effect to all such assignments and purchases, the Refinancing Revolving Loans under such Refinancing Revolving Commitment will be held by Refinancing Revolving Lenders thereunder ratably in accordance with their Refinancing Revolving Credit Percentages and (b) any Borrowings made under the Refinancing Revolving Commitment and any participations in Letters of Credit in connection therewith shall be on a pro rata basis with the Revolving Commitments and all other Refinancing Revolving Commitments. (e) Notwithstanding anything to the contrary contained in this Section 2.21, or elsewhere in this Agreement, the Borrower may elect to issue Refinancing Notes consistent with the provisions set forth in Section 2.21(a) above mutatis mutandis in lieu of Refinancing Revolving Commitments; provided, that in the event such Refinancing Notes are issued, (i) such Refinancing Notes shall Refinance all Revolving Commitments (and any Loans made thereunder) in its entirety and (ii) Refinancing Notes shall substantially concurrently have been issued under Section 2.20.

Refinancing Revolving Commitments. (a) The Borrower may by written notice to Administrative Agent elect to request the establishment of one or more additional revolving credit facilities providing for revolving commitments (“Refinancing Revolving Commitments” and the revolving loans thereunder, “Refinancing Revolving Loans”) which Refinances the Revolving Commitments (and the Revolving Loans thereunder) and/or Term Loans under this Agreement; provided, that any such Refinancing Revolving Commitments may not be in an amount greater than the Revolving Commitments and/or Term Loans being Refinanced plus unpaid accrued interest and premium (if any) thereon and underwriting discounts, fees, commissions and expenses in connection therewith. Each such notice shall specify the date (each, a “Refinancing Revolving Credit Effective Date”) on which the Borrower proposes that the Refinancing Revolving Commitments shall become effective, which shall be a date (and which may be contingent on the closing of such Refinancing) not less than three Business Days after the date on which such notice is delivered Subject to the Administrative Agent; provided that (i) after giving effect to the establishment of any Refinancing Revolving Commitments and the concurrent reduction in the aggregate amount of any other Revolving Commitments, the aggregate amount of Revolving Commitments and Refinancing Revolving Commitments shall not exceed the aggregate amount of the Revolving Commitments in effect immediately prior to the establishment of such Refinancing Revolving Commitments plus the aggregate amount of any Term Loans being Refinanced; (ii) no Refinancing Revolving Commitments shall have a scheduled termination date prior to the Revolving Maturity Date of the Revolving Commitments being Refinanced and/or the Term Maturity Date of the Term Loans being Refinanced; (iii) all other terms (other than pricing, interest rates, fees, premiums and optional and mandatory prepayment or redemption terms, which terms shall be as mutually agreed between the Borrower and the lenders providing the Refinancing Revolving Commitments) applicable to such Refinancing Revolving Commitments shall reflect market terms and conditions precedent at set forth herein and in the time of incurrence but shall be substantially the same as, or otherwise less favorable to Credit Agreement (taken as a wholeamended hereby), the lenders providing such each Refinancing Revolving Commitments than those applicable Lender severally agrees to the Revolving Commitments and/or Term Loans being Refinanced (as certified by the chief financial officer of the Borrower in good faith and reasonably acceptable to the Administrative Agent), except to the extent such covenants and other terms apply solely to any period after the final maturity of the Revolving Commitments and/or Term Loans being Refinanced; (iv) any entity that is an Unrestricted Subsidiary hereunder shall be an unrestricted subsidiary under the terms of such Refinancing Revolving Commitments; (v) the proceeds of any Refinancing Revolving Commitments shall be applied substantially concurrently with the incurrence thereof, to the pro rata prepayment of the Term Loans and/or Revolving Commitments (with a permanent reduction in such Revolving Commitments) being Refinanced hereunder; (vi) no Subsidiary of the Borrower shall be a borrower or a guarantor with respect to any Refinancing Revolving Commitments; provided that a Subsidiary may be a guarantor in respect of provide Refinancing Revolving Commitments to the extent such Subsidiary is a Subsidiary Loan Party which shall have previously or substantially concurrently guaranteed Borrower on the Obligations; (vii) there shall be no more than three revolving facilities Sixth Amendment Effective Date in the an aggregate in effect at any time; and (viii) the Loan Parties and the Administrative Agent shall enter into such amendments amount equal to the Security Documents as may be reasonably requested by the Administrative Agent (which shall not require any consent from any Lender) in order to ensure that the Refinancing Revolving Loans are provided with the benefit of the applicable Security Documents on a pari passu basis with the other Obligations (or, to the extent applicable, the Loan Parties and the Administrative Agent (to the extent that it is acting in the capacity of collateral agent with respect to amount set forth opposite such Refinancing Revolving Loans) will enter into junior lien collateral documents without the consent of the Lenders so long as the Administrative Agent has been provided reasonably requested assurances that such documentation is not more restrictive than the Security Documents in any material respect) and shall deliver such other documents and certificates as may be reasonably requested by the Administrative Agent (including a customary and reasonable intercreditor agreement reasonably satisfactory to the Administrative Agent)Lender’s name on Schedule I hereto. (b) The Borrower may approach Revolving Commitments existing immediately prior to the effectiveness hereof (the “Existing Revolving Commitments”) shall be terminated upon the effectiveness of this Amendment, and shall be replaced by the Refinancing Revolving Commitments. Any accrued commitment fees under Section 2.9 of the Credit Agreement and any Lender or any other Person accrued Letter of Credit fees under the first sentence of Section 3.3(a) of the Credit Agreement shall be paid in full in cash on the Sixth Amendment Effective Date, it being understood and agreed that would be an Eligible Assignee of a Revolving Commitment such fees pursuant to Section 9.04 to provide all or a portion such Sections shall accrue for the account of the Refinancing Revolving Commitments Lenders from the Sixth Amendment Effective Date. Any Revolving Loans existing immediately prior to the effectiveness hereof (a the “Refinancing Existing Revolving LenderLoans”); provided that any Lender offered or approached to provide all or a portion of the Refinancing Revolving Commitments may elect or decline, in its sole discretion, to provide a Refinancing Revolving Commitment and the selection of Refinancing Revolving Lenders ) shall be subject to any consent that would be required pursuant to Section 9.04repaid in full in cash on the Sixth Amendment Effective Date, together with all accrued and unpaid interest on, and all other amounts owing in respect of, such Existing Revolving Loans. (c) The Refinancing Revolving Commitments Unless the context shall be established pursuant to an amendment to this Agreement among Holdings, the Borrowerotherwise require, the Refinancing Revolving Lenders providing such shall constitute “Revolving Lenders” and “Lenders”, the Refinancing Revolving Loans Commitments shall constitute “Revolving Commitments” and any Refinancing Issuing Bank thereunder (a “Commitments” and revolving loans made pursuant to the Refinancing Revolving Facility AmendmentCommitments shall constitute “Revolving Loans” and “Loans”, in each case for all purposes of the Credit Agreement (as amended hereby) which shall be consistent with the provisions set forth in paragraph (a) above. Each Refinancing Revolving Facility Amendment shall be binding on the Lenders, the Administrative Agent, the Loan Parties party thereto and the other parties hereto. The Administrative Agent shall be permitted, and is hereby authorized, to enter into such amendments with the Borrowers to effect the foregoingLoan Documents. (d) On any Each Issuing Lender and each Refinancing Revolving Credit Effective DateLender hereby agrees that, subject to notwithstanding the satisfaction or waiver termination of the foregoing terms and conditions, (a) each of the Refinancing Revolving Lenders with Refinancing Revolving Commitments shall purchase from each of the other Lenders with Refinancing Existing Revolving Commitments, at the principal amount thereof, such interests in the Revolving Loans under such Refinancing Revolving Commitments outstanding immediately prior to such Refinancing as shall be necessary in order that, after giving effect to all such assignments and purchases, the Refinancing Revolving Loans under such Refinancing Revolving Commitment will be held by Refinancing Revolving Lenders thereunder ratably in accordance with their Refinancing Revolving Credit Percentages and (b) any Borrowings made under the Refinancing Revolving Commitment and any participations in Letters of Credit in connection therewith outstanding on the Sixth Amendment Effective Date shall remain outstanding, and each Refinancing Revolving Lender further agrees that it shall be on a pro rata basis with bound by the Revolving Commitments and all other Refinancing Revolving Commitments. applicable provisions of Section 3 of the Credit Agreement (e) Notwithstanding anything to the contrary contained in this Section 2.21, or elsewhere in this Agreement, the Borrower may elect to issue Refinancing Notes consistent with the provisions set forth in Section 2.21(a) above mutatis mutandis in lieu of Refinancing Revolving Commitments; provided, that in the event such Refinancing Notes are issued, (i) such Refinancing Notes shall Refinance all Revolving Commitments (and any Loans made thereunderas amended hereby) in its entirety and (ii) Refinancing Notes shall substantially concurrently have been issued under Section 2.20respect thereof.

Refinancing Revolving Commitments. (a) The Borrower may by written notice to Administrative Agent elect to request the establishment of one or more additional revolving credit facilities providing for revolving commitments (“Refinancing Revolving Commitments” and the revolving loans thereunder, “Refinancing Revolving Loans”) which Refinances the Revolving Commitments (and the Revolving Loans thereunder) and/or Term Loans under this Agreement; provided, that any such Refinancing Revolving Commitments may not be in an amount greater than the Revolving Commitments and/or Term Loans being Refinanced plus unpaid accrued interest and premium (if any) thereon and underwriting discounts, fees, commissions and expenses in connection therewith. Each such notice shall specify the date (each, a “Refinancing Revolving Credit Effective Date”) on which the Borrower proposes that the Refinancing Revolving Commitments shall become effective, which shall be a date (and which may be contingent on the closing of such Refinancing) not less than three Business Days after the date on which such notice is delivered Subject to the Administrative Agent; provided that (i) after giving effect to the establishment of any Refinancing Revolving Commitments and the concurrent reduction in the aggregate amount of any other Revolving Commitments, the aggregate amount of Revolving Commitments and Refinancing Revolving Commitments shall not exceed the aggregate amount of the Revolving Commitments in effect immediately prior to the establishment of such Refinancing Revolving Commitments plus the aggregate amount of any Term Loans being Refinanced; (ii) no Refinancing Revolving Commitments shall have a scheduled termination date prior to the Revolving Maturity Date of the Revolving Commitments being Refinanced and/or the Term Maturity Date of the Term Loans being Refinanced; (iii) all other terms (other than pricing, interest rates, fees, premiums and optional and mandatory prepayment or redemption terms, which terms shall be as mutually agreed between the Borrower and the lenders providing the Refinancing Revolving Commitments) applicable to such Refinancing Revolving Commitments shall reflect market terms and conditions precedent at set forth herein and in the time of incurrence but shall be substantially the same as, or otherwise less favorable to Credit Agreement (taken as a wholeamended hereby), the lenders providing such each Refinancing Revolving Commitments than those applicable Lender severally agrees to the Revolving Commitments and/or Term Loans being Refinanced (as certified by the chief financial officer of the Borrower in good faith and reasonably acceptable to the Administrative Agent), except to the extent such covenants and other terms apply solely to any period after the final maturity of the Revolving Commitments and/or Term Loans being Refinanced; (iv) any entity that is an Unrestricted Subsidiary hereunder shall be an unrestricted subsidiary under the terms of such Refinancing Revolving Commitments; (v) the proceeds of any Refinancing Revolving Commitments shall be applied substantially concurrently with the incurrence thereof, to the pro rata prepayment of the Term Loans and/or Revolving Commitments (with a permanent reduction in such Revolving Commitments) being Refinanced hereunder; (vi) no Subsidiary of the Borrower shall be a borrower or a guarantor with respect to any Refinancing Revolving Commitments; provided that a Subsidiary may be a guarantor in respect of provide Refinancing Revolving Commitments to the extent such Subsidiary is a Subsidiary Loan Party which shall have previously or substantially concurrently guaranteed Borrower on the Obligations; (vii) there shall be no more than three revolving facilities Ninth Amendment Effective Date in the an aggregate in effect at any time; and (viii) the Loan Parties and the Administrative Agent shall enter into such amendments amount equal to the Security Documents as may be reasonably requested by the Administrative Agent (which shall not require any consent from any Lender) in order to ensure that the Refinancing Revolving Loans are provided with the benefit of the applicable Security Documents on a pari passu basis with the other Obligations (or, to the extent applicable, the Loan Parties and the Administrative Agent (to the extent that it is acting in the capacity of collateral agent with respect to amount set forth opposite such Refinancing Revolving Loans) will enter into junior lien collateral documents without the consent of the Lenders so long as the Administrative Agent has been provided reasonably requested assurances that such documentation is not more restrictive than the Security Documents in any material respect) and shall deliver such other documents and certificates as may be reasonably requested by the Administrative Agent (including a customary and reasonable intercreditor agreement reasonably satisfactory to the Administrative Agent)Lender’s name on Schedule I hereto. (b) The Borrower may approach Revolving Commitments existing immediately prior to the effectiveness hereof (the “Existing Revolving Commitments”) shall be terminated upon the effectiveness of this Amendment, and shall be replaced by the Refinancing Revolving Commitments. Any accrued commitment fees under Section 2.9 of the Credit Agreement and any Lender or any other Person accrued Letter of Credit fees under the first sentence of Section 3.3(a) of the Credit Agreement shall be paid in full in cash on the Ninth Amendment Effective Date, it being understood and agreed that would be an Eligible Assignee of a Revolving Commitment such fees pursuant to Section 9.04 to provide all or a portion such Sections shall accrue for the account of the Refinancing Revolving Commitments Lenders from the Ninth Amendment Effective Date. Any Revolving Loans existing immediately prior to the effectiveness hereof (a the “Refinancing Existing Revolving LenderLoans”)) shall be repaid in full in cash on the Ninth Amendment Effective Date, together with all accrued and unpaid interest on, and all other amounts owing in respect of, such Existing Revolving Loans; provided that any Lender offered or approached the Borrower shall not be required to provide all or a portion of the pay, and each Refinancing Revolving Commitments may elect Lender hereby waives payment of, any loss or decline, in its sole discretion, to provide expense sustained or incurred as a Refinancing Revolving Commitment and consequence the selection prepayment of Refinancing Revolving Lenders shall be subject to any consent Eurocurrency Loans on a day that would be required pursuant to Section 9.04is not the last day of an Interest Period with respect thereto. (c) The Refinancing Revolving Commitments Unless the context shall be established pursuant to an amendment to this Agreement among Holdings, the Borrowerotherwise require, the Refinancing Revolving Lenders providing such shall constitute “Revolving Lenders” and “Lenders”, the Refinancing Revolving Loans Commitments shall constitute “Revolving Commitments” and any Refinancing Issuing Bank thereunder (a “Commitments” and revolving loans made pursuant to the Refinancing Revolving Facility AmendmentCommitments shall constitute “Revolving Loans” and “Loans”, in each case for all purposes of the Credit Agreement (as amended hereby) which shall be consistent with the provisions set forth in paragraph (a) above. Each Refinancing Revolving Facility Amendment shall be binding on the Lenders, the Administrative Agent, the Loan Parties party thereto and the other parties Loan Documents. After giving effect to the transactions contemplated by this Section 1, each Revolving Lender under the Credit Agreement (as amended hereby) shall have a Revolving Commitment equal to the amount set forth opposite such Revolving Lender’s name on Schedule I hereto. The Administrative Agent shall be permitted, and is hereby authorized, to enter into such amendments with the Borrowers to effect the foregoing. (d) On any Each Issuing Lender and each Refinancing Revolving Credit Effective DateLender hereby agrees that, subject to notwithstanding the satisfaction or waiver termination of the foregoing terms and conditions, (a) each of the Refinancing Revolving Lenders with Refinancing Revolving Commitments shall purchase from each of the other Lenders with Refinancing Existing Revolving Commitments, at the principal amount thereof, such interests in the Revolving Loans under such Refinancing Revolving Commitments outstanding immediately prior to such Refinancing as shall be necessary in order that, after giving effect to all such assignments and purchases, the Refinancing Revolving Loans under such Refinancing Revolving Commitment will be held by Refinancing Revolving Lenders thereunder ratably in accordance with their Refinancing Revolving Credit Percentages and (b) any Borrowings made under the Refinancing Revolving Commitment and any participations in Letters of Credit in connection therewith outstanding on the Ninth Amendment Effective Date shall remain outstanding, and each Refinancing Revolving Lender further agrees that it shall be on a pro rata basis with bound by the Revolving Commitments and all other Refinancing Revolving Commitments. applicable provisions of Section 3 of the Credit Agreement (e) Notwithstanding anything to the contrary contained in this Section 2.21, or elsewhere in this Agreement, the Borrower may elect to issue Refinancing Notes consistent with the provisions set forth in Section 2.21(a) above mutatis mutandis in lieu of Refinancing Revolving Commitments; provided, that in the event such Refinancing Notes are issued, (i) such Refinancing Notes shall Refinance all Revolving Commitments (and any Loans made thereunderas amended hereby) in its entirety and (ii) Refinancing Notes shall substantially concurrently have been issued under Section 2.20respect thereof.