Common use of Credit Agreement Refinancing Facilities Clause in Contracts

Credit Agreement Refinancing Facilities. (a) The Borrower may, by written notice to the Administrative Agent from time to time, request Refinancing Term Loans to refinance all or a portion of any existing Class of Term Loans (the “Refinanced Term Loans”) in an aggregate principal amount not to exceed the aggregate principal amount of the Refinanced Term Loans plus any accrued interest, fees, costs and expenses related thereto (including any original issue discount or upfront fees). Such notice shall set forth (i) the amount of the applicable Refinanced Term Loans (which shall be in minimum increments of $1,000,000 and a minimum amount of $5,000,000) and (ii) the date on which the applicable Additional Credit Extension Amendment is to become effective (which shall not be less than 10 Business Days nor more than 60 days after the date of such notice (or such longer or shorter periods as the Administrative Agent shall agree)). The Borrower may seek Refinancing Term Loans from existing Lenders (each of which shall be entitled to agree or decline to participate in its sole discretion) or any Additional Lender. (b) It shall be a condition precedent to the effectiveness of each Additional Credit Extension Amendment and the incurrence of any Refinancing Term Loans thereunder that (i) no Default or Event of Default shall have occurred and be continuing immediately prior to or immediately after giving effect to the incurrence of such Refinancing Term Loans, (ii) the representations and warranties set forth in Article 3 and in each other Credit Document shall be true and correct in all material respects on and as of the date such Additional Credit Extension Amendment becomes effective and the Refinancing Term Loans are made, (iii) the terms of the Refinancing Term Loans shall comply with Section 2.27(c) and (iv) substantially concurrently with the incurrence of any such Refinancing Term Loans, 100% of the proceeds thereof shall be applied to repay the Refinanced Term Loans (including accrued interest, fees and premiums (if any) payable in connection therewith). (c) The terms of any Refinancing Term Loans shall be determined by the Borrower and the applicable lenders providing such Refinancing Term Loans and set forth in an Additional Credit Extension Amendment; provided that (i) the final maturity date of any Refinancing Term Loans shall not be earlier than 91 days after the maturity or termination date of the applicable Refinanced Term Loans, (ii) the Weighted Average Life to Maturity of the Refinancing Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Refinanced Term Loans, (iii) the Refinancing Term Loans will rank pari passu in right of payment and of security with the Revolving Loans and the Term Loans, none of the obligors or guarantors with respect thereto shall be a Person that is not a Credit Party, and such Refinancing Term Loans shall not be secured by any assets other than the Collateral, (iv) the Refinancing Term Loans may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments or commitment reductions hereunder, as specified in the applicable Additional Credit Extension Amendment, (v) the interest rate margin, rate floors, fees, original issue discount and premiums applicable to the Refinancing Term Loans shall be determined by the Borrower and the applicable lenders providing such Refinancing Term Loans and (vi) to the extent the terms of the Credit Agreement Refinancing Facilities are inconsistent with the terms set forth herein (except as set forth in clause (i) through (v) above), such terms shall be reasonably satisfactory to the Administrative Agent. (d) In connection with any Refinancing Term Loans incurred pursuant to this Section 2.27, the Borrower, the Administrative Agent and each applicable Lender or Additional Lender shall execute and deliver to the Administrative Agent an Additional Credit Extension Amendment and such other documentation as the Administrative Agent shall reasonably specify to evidence such Refinancing Term Loans. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Additional Credit Extension Amendment. Any Additional Credit Extension Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Credit Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.27, including any amendments necessary to establish the applicable Refinancing Term Loans as a new Class or tranche of Term Loans and such other technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrower in connection with the establishment of such Classes or tranches (including to preserve the pro rata treatment of the refinanced and non-refinanced tranches), in each case on terms consistent with this Section 2.27. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence. (e) This Section 2.27 shall supersede any provisions in Section 2.17 or Section 9.08 to the contrary.

Credit Agreement Refinancing Facilities. (a) The Borrower may, by written notice to the Administrative Agent from time to time, request (x) Replacement Revolving Credit Commitments to replace all or a portion of any existing Class of Revolving Credit Commitments (the “Replaced Revolving Credit Commitments”) in an aggregate amount not to exceed the aggregate amount of the Replaced Revolving Credit Commitments plus any accrued interest, fees, costs and expenses related thereto and (y) Refinancing Term Loans Loan to refinance all or a portion of any existing Class of Term Loans (the “Refinanced Term Loans”) in an aggregate principal amount not to exceed the aggregate principal amount of the Refinanced Term Loans plus any accrued interest, fees, costs and expenses related thereto (including any original issue discount or upfront fees). Such notice shall set forth (i) the amount of the applicable Refinanced Term Loans Credit Agreement Refinancing Facility (which shall be in minimum increments of $1,000,000 and a minimum amount of $5,000,000) and 10,000,000), (ii) the date on which the applicable Additional Credit Extension Amendment Agreement Refinancing Facility is to become effective (which shall not be less than 10 ten Business Days nor more than 60 sixty days after the date of such notice (or such longer or shorter periods as the Administrative Agent shall agree))) and (iii) whether such Credit Agreement Refinancing Facilities are Replacement Revolving Credit Commitments or Refinancing Term Loans. The Borrower may seek Credit Agreement Refinancing Term Loans Facilities from existing Lenders (each of which shall be entitled to agree or decline to participate in its sole discretion) or any Additional Lender. (b) It shall be a condition precedent to the effectiveness of each Additional any Credit Extension Amendment Agreement Refinancing Facility and the incurrence of any Refinancing Term Loans thereunder that (i) no Default or Event of Default shall have occurred and be continuing immediately prior to or immediately after giving effect to such Credit Agreement Refinancing Facility or the incurrence of such Refinancing Term Loans, as applicable, (ii) the representations and warranties set forth in Article 3 III and in each other Credit Loan Document shall be true and correct in all material respects (or in all respects, if qualified as to materiality) on and as of the date such Additional Credit Extension Amendment Agreement Refinancing Facility becomes effective and the Refinancing Term or such Loans are made, incurred; (iii) the terms of the such Credit Agreement Refinancing Term Loans Facility shall comply with Section 2.27(c) and (iv) (x) substantially concurrently with the effectiveness of any Replacement Revolving Credit Commitments, all or an equivalent portion of the Revolving Credit Commitments in effect immediately prior to such effectiveness shall be terminated and all or an equivalent portion of the Revolving Loans then outstanding, together with interest thereon and all other amounts accrued for the benefit of the Revolving Credit Lenders, shall be repaid or paid and (y) substantially concurrently with the incurrence of any such Refinancing Term Loans, 100% of the proceeds thereof shall be applied to repay the Refinanced Term Loans (including accrued interest, fees and premiums (if any) payable in connection therewith). (c) The terms of any Credit Agreement Refinancing Term Loans Facility shall be determined by the Borrower and the applicable lenders providing such Credit Agreement Refinancing Term Loans Facility Lenders and set forth in an Additional Credit Extension amendment (a “Refinancing Amendment”) relating to this Agreement; provided that (i) the final maturity date of any Replacement Revolving Credit Commitments or Refinancing Term Loans shall not be no earlier than 91 days after the maturity or termination date of the applicable Replaced Revolving Credit Commitments or Refinanced Term Loans, respectively, (iiii)(A) there shall be no scheduled amortization of the Replacement Revolving Credit Commitments and (B) the Weighted Average Life average life to Maturity maturity of the Refinancing Term Loans shall be no shorter than the remaining Weighted Average Life average life to Maturity maturity of the Refinanced Term Loans, (iii) the such Credit Agreement Refinancing Term Loans Facilities will rank pari passu with (or junior to) the Replacement Revolving Credit Commitments or the Refinanced Term Loans, as applicable, in right of payment and of security with the Revolving Loans and the borrower and the guarantors of the Replacement Revolving Credit Commitments or the Refinancing Term Loans, none as applicable, shall be the same as the Borrower and the Guarantors of the obligors Replaced Revolving Credit Commitments or guarantors with respect thereto shall be a Person that is not a Credit PartyRefinanced Term Loans, and such Refinancing Term Loans shall not be secured by any assets other than the Collateralas applicable, (iv) the Refinancing Term Loans may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments or commitment reductions hereunder, as specified in the applicable Additional Credit Extension Amendment, (v) the interest rate margin, rate floors, fees, original issue discount and premiums applicable to the such Credit Agreement Refinancing Term Loans Facilities shall be determined by the Borrower and the applicable lenders providing such Credit Agreement Refinancing Term Loans Facility Lenders and (viv) to the extent the terms of the such Credit Agreement Refinancing Facilities are inconsistent with the terms set forth herein (except as set forth in clause (i) through (viv) above), such terms shall be reasonably satisfactory to the Administrative Agent. (d) In connection with any Credit Agreement Refinancing Term Loans incurred Facility pursuant to this Section 2.27, the Borrower, the Administrative Agent and each applicable Lender or Additional Lender shall execute and deliver to the Administrative Agent an Additional Credit Extension a Refinancing Amendment and such other documentation as the Administrative Agent shall reasonably specify to evidence such Credit Agreement Refinancing Term LoansFacility. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Additional Credit Extension Refinancing Amendment. Any Additional Credit Extension Refinancing Amendment may, without the consent of any other LendersLender, effect such amendments to this Agreement and the other Credit Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.27, including any amendments necessary to establish the applicable Credit Agreement Refinancing Term Loans Facility as a new Class or tranche of Revolving Credit Commitments or Term Loans Loans, as applicable, and such other technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrower in connection with the establishment of such Classes new Class or tranches tranche (including to preserve the pro rata treatment of the refinanced and non-refinanced tranchesClasses or tranches and to provide for the reallocation of L/C Exposure upon the expiration or termination of the commitments under any Class or tranche), in each case on terms consistent with this Section 2.27. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence. (e) This Section 2.27 shall supersede any provisions in Section 2.17 or Section 9.08 to the contrary.

Credit Agreement Refinancing Facilities. (a) The Borrower Company may, by written notice to the Administrative Agent from time to time, request (x) Replacement Revolving Commitments to replace all or a portion of any existing Revolving Credit Commitments under a Facility (the “Replaced Revolving Commitments”) in an aggregate amount not to exceed the aggregate amount of the Replaced Revolving Commitments plus any accrued interest, fees, costs and expenses related thereto and (y) Refinancing Term Loans to refinance all or a portion of any existing Class of Term Loans under a Facility (the “Refinanced Term Loans”) in an aggregate principal amount not to exceed the aggregate principal amount of the Refinanced Term Loans plus any accrued interest, fees, costs and expenses related thereto (including any original issue discount or upfront fees). Such notice shall set forth (i) the amount of the applicable Refinanced Term Loans Credit Agreement Refinancing Facility (which shall be in minimum increments of $1,000,000 and a minimum amount of $5,000,000) and ), (ii) the date on which the applicable Additional Credit Extension Amendment Agreement Refinancing Facility is to become effective (which shall not be less than 10 Business Days nor more than 60 days after the date of such notice (or such longer or shorter periods as the Administrative Agent shall agree))) and (iii) whether such Credit Agreement Refinancing Facilities are Replacement Revolving Commitments or Refinancing Term Loans. The Borrower Company may seek Credit Agreement Refinancing Term Loans Facilities from existing Lenders (each of which shall be entitled to agree or decline to participate in its sole discretion) or any Additional additional Lender. (b) It shall be a condition precedent to the effectiveness of each Additional any Credit Extension Amendment Agreement Refinancing Facility and the incurrence of any Refinancing Term Loans thereunder that (i) no Default or Event of Default shall have occurred and be continuing immediately prior to or immediately after giving effect to such Credit Agreement Refinancing Facility or the incurrence of such Refinancing Term Loans, as applicable, (ii) the representations and warranties set forth in Article 3 V and in each other Credit Loan Document shall be true and correct in all material respects on and as of the date such Additional Credit Extension Amendment Agreement Refinancing Facility becomes effective and the Refinancing Term Loans are made, ; (iii) the terms of the Credit Agreement Refinancing Term Loans Facility shall comply with Section 2.27(c2.19(c) and (iv) (x) substantially concurrently with the incurrence of any such Refinancing Term Loans, 100% of the proceeds thereof shall be applied to repay the Refinanced Term Loans (including accrued interest, fees and premiums (if any) payable in connection therewith)) and (y) substantially concurrently with the effectiveness of such Replacement Revolving Credit Commitments, all or an equivalent portion of the Revolving Credit Commitments under the applicable Facility in effect immediately prior to such effectiveness shall be terminated, and all or an equivalent portion of the Revolving Credit Loans then outstanding under such Facility, together with interest thereon and all other amounts accrued for the benefit of the Revolving Credit Lenders under such Facility, shall be repaid or paid. (c) The terms of any Credit Agreement Refinancing Term Loans Facility shall be determined by the Borrower Company, the Administrative Agent and the applicable lenders providing such Credit Agreement Refinancing Term Loans Facility Lenders and set forth in an Additional Credit Extension Amendment; provided that (i) the final maturity date of any Refinancing Term Loans or Replacement Revolving Commitments shall not be earlier than 91 days after the maturity or termination date of the applicable Refinanced Term LoansLoans or Replaced Revolving Commitments, respectively, (ii) (A) there shall be no scheduled amortization of the Weighted Average Life Replacement Revolving Commitments and (B) the weighted average life to Maturity maturity of the Refinancing Term Loans shall be no shorter than the remaining Weighted Average Life weighted average life to Maturity maturity of the Refinanced Term Loans, (iii) the Credit Agreement Refinancing Term Loans Facilities will rank pari passu in right of payment and of security with the Revolving Credit Loans and the Term Loans, Loans and none of the obligors or guarantors with respect thereto shall be a Person that is not a Credit Loan Party, and such Refinancing Term Loans shall not be secured by any assets other than the Collateral, (iv) the Refinancing Term Loans may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments or commitment reductions hereunder, as specified in the applicable Additional Credit Extension Amendment, (v) the interest rate margin, rate floors, fees, original issue discount and premiums applicable to the Credit Agreement Refinancing Term Loans Facilities shall be determined by the Borrower Company and the applicable lenders providing such Credit Agreement Refinancing Term Loans Facility Lenders and (viv) to the extent the terms of the Credit Agreement Refinancing Facilities are inconsistent with the terms set forth herein (except as set forth in clause (i) through (viv) above), such terms shall be reasonably satisfactory to the Administrative Agent. (d) In connection with any Credit Agreement Refinancing Term Loans incurred Facility pursuant to this Section 2.272.19, the BorrowerBorrowers, the Administrative Agent and each applicable Lender or Additional Credit Agreement Refinancing Facility Lender shall execute and deliver to the Administrative Agent an Additional Credit Extension Amendment and such other documentation as the Administrative Agent shall reasonably specify to evidence such Credit Agreement Refinancing Term LoansFacilities. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Additional Credit Extension Amendment. Any Additional Credit Extension Amendment may, without the consent of any other LendersLender, effect such amendments to this Agreement and the other Credit Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the BorrowerCompany, to effect the provisions of this Section 2.272.19, including any amendments necessary to establish the applicable Credit Agreement Refinancing Term Loans Facility as a new Class or tranche of Term Loans or Revolving Credit Commitments (as applicable) and such other technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrower Company in connection with the establishment of such Classes or tranches (including to preserve the pro rata treatment of the refinanced and non-refinanced tranchestranches and to provide for the reallocation of participation in outstanding Letters of Credit and Swing Line Loans upon the expiration or termination of the commitments under any tranche), in each case on terms consistent with this Section 2.272.19. Upon effectiveness of any Replacement Revolving Commitments pursuant to this Section 2.19, each Revolving Credit Lender with a Revolving Credit Commitment under the Replacement Revolving Commitment immediately prior to such effectiveness will automatically and without further act be deemed to have assigned to each applicable Replacement Revolving Lender, and each such Replacement Revolving Lender will automatically and without further act be deemed to have assumed, a portion of such existing Revolving Credit Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding participations hereunder in Letters of Credit and Swing Line Loans held by each Revolving Credit Lender (including each such Replacement Revolving Lender) under the Applicable Revolving Credit Facility will equal its Applicable Percentage with respect to the Revolving Credit Loans under such Revolving Credit Facility. If, on the date of such effectiveness, there are any Revolving Credit Loans outstanding under Replacement Revolving Commitment, such Revolving Credit Loans shall upon the effectiveness of such Replacement Revolving Commitment be prepaid from the proceeds of additional Revolving Credit Loans made under such Replacement Revolving Loans so that Revolving Credit Loans are thereafter held by the Revolving Credit Lenders (including each Replacement Revolving Lender) according to their Applicable Percentage under the Applicable Revolving Credit Facility, which prepayment shall be accompanied by accrued interest on the Revolving Credit Loans being prepaid and any costs incurred by any Revolving Credit Lender in accordance with Section 3.05. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence. (e) This Section 2.27 shall supersede any provisions in Section 2.17 or Section 9.08 to the contrary.

Credit Agreement Refinancing Facilities. (a) The Borrower may, by written notice to the Administrative Agent from time to time, request (x) Replacement Revolving Commitments to replace all of any existing Class of Revolving Commitments (the “Replaced Revolving Commitments”) in an aggregate amount not to exceed the aggregate amount of the Replaced Revolving Commitments plus any accrued interest, fees, costs and expenses related thereto and (y) Refinancing Term Loans to refinance all or a portion of any existing Class of Term Loans (the “Refinanced Term Loans”) in an aggregate principal amount not to exceed the aggregate principal amount of the Refinanced Term Loans plus any accrued interest, fees, costs premiums (if any) and expenses related thereto (including any original issue discount or upfront fees). Such notice shall set forth (i) the amount of the applicable Refinanced Term Loans (which shall be in minimum increments of $1,000,000 and a minimum amount of $5,000,000) and Credit Agreement Refinancing Facility, (ii) the date on which the applicable Additional Credit Extension Amendment Agreement Refinancing Facility is to become effective (which shall not be less than 10 Business Days nor more than 60 days after the date of such notice (or such longer or shorter periods as the Administrative Agent shall agree))) and (iii) whether such Credit Agreement Refinancing Facilities are Replacement Revolving Commitments or Refinancing Term Loans. The Borrower may seek Credit Agreement Refinancing Term Loans Facilities from existing Lenders (each of which shall be entitled to agree or decline to participate in its sole discretion) or any Additional Lender. (b) It shall be a condition precedent to the effectiveness of each Additional any Credit Extension Amendment Agreement Refinancing Facility and the incurrence of any Refinancing Term Loans thereunder that (i) no Default or Event of Default shall have occurred and be continuing immediately prior to or immediately after giving effect to such Credit Agreement Refinancing Facility or the incurrence of such Refinancing Term Loans, as applicable, (ii) the representations and warranties set forth in Article 3 V and in each other Credit Loan Document shall be true and correct in all material respects on and as of the date such Additional Credit Extension Amendment Agreement Refinancing Facility becomes effective and the Refinancing Term Loans are made, ; (iii) the terms of the Credit Agreement Refinancing Term Loans Facility shall comply with Section 2.27(c2.17(c) and (iv) (x) substantially concurrently with the incurrence of any such Refinancing Term Loans, 100% of the proceeds thereof shall be applied to repay the Refinanced Term Loans (including accrued interest, fees and fees, costs, premiums (if any) and expenses related thereto (including any original issue discount or upfront fees) payable in connection therewith)) and (y) substantially concurrently with the effectiveness of any such Replacement Revolving Commitments, all of the Revolving Commitments in effect immediately prior to such effectiveness shall be terminated, and all of the Revolving Loans then outstanding, together with interest thereon and all other amounts accrued for the benefit of the Revolving Lenders, shall be repaid or paid. (c) The terms of any Credit Agreement Refinancing Term Loans Facility shall be determined by the Borrower and the applicable lenders providing such Credit Agreement Refinancing Term Loans Facility Lenders and set forth in an Additional Credit Extension a Refinancing Amendment; provided that (i) the final maturity date of any Refinancing Term Loans or Replacement Revolving Commitments shall not be earlier than 91 days after the maturity or termination date of the applicable Refinanced Term LoansLoans or Replaced Revolving Commitments, respectively, then in effect, (ii) (A) there shall be no scheduled amortization of the Replacement Revolving Commitments and (B) the Weighted Average Life to Maturity of the Refinancing Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Refinanced Term Loans, (iii) the Credit Agreement Refinancing Term Loans Facilities will rank pari passu in right of payment and of security with the Revolving Loans and the Term Loans, Loans and none of the obligors or guarantors with respect thereto shall be a Person that is not a Credit Loan Party, and such Refinancing Term Loans shall not be secured by any assets other than the Collateral, (iv) the Refinancing Term Loans may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments or commitment reductions hereunder, as specified in the applicable Additional Credit Extension Amendment, (v) the interest rate margin, rate floors, fees, original issue discount and premiums applicable to the Credit Agreement Refinancing Term Loans Facilities shall be determined by the Borrower and the applicable lenders providing such Credit Agreement Refinancing Facility Lenders, (v) any Refinancing Term Loans may participate on a pro rata basis or a less than pro rata basis (but not greater than a pro rata basis) in any optional or mandatory prepayments or prepayment of Term A Loans or Term B Loans, as applicable, hereunder in each case as specified in the applicable Refinancing Amendment, (vi) the terms in respect of the applicable Credit Agreement Refinancing Facility shall be substantially similar to and no more favorable to the applicable Credit Agreement Refinancing Facility Lenders than the terms of the Replaced Revolving Commitments and Refinanced Term Loans being replaced or refinanced, as applicable; provided that the covenants set forth in Article VII may be modified with respect to such Credit Agreement Refinancing Facility in a manner acceptable to the Borrower, the Administrative Agent and the applicable Credit Agreement Refinancing Facility Lenders; provided that (x) such modifications become effective only after the latest Maturity Date in effect immediately prior to giving effect to such Refinancing Amendment or (y) this Agreement is amended in accordance with Section 10.01 (which amendment may be effected by the Administrative Agent and the Borrower to the extent permitted by clause (vii)(2) of the last paragraph in Section 10.01) so that such covenants apply to all of the then-existing Facilities), and (vivii) to the extent the terms of the Credit Agreement Refinancing Facilities are inconsistent with the terms set forth herein (except as set forth in clause (i) through (vvi) above), such terms shall be reasonably satisfactory to the Administrative Agent. (d) In connection with any Credit Agreement Refinancing Term Loans incurred Facility pursuant to this Section 2.272.17, the Borrower, the Administrative Agent and each applicable Lender or Additional Credit Agreement Refinancing Facility Lender shall execute and deliver to the Administrative Agent an Additional Credit Extension a Refinancing Amendment and such other documentation as the Administrative Agent shall reasonably specify to evidence such Credit Agreement Refinancing Term LoansFacilities. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Additional Credit Extension Refinancing Amendment. Any Additional Credit Extension Refinancing Amendment may, without the consent of any other LendersLender, effect such amendments to this Agreement and the other Credit Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.272.17, including any amendments necessary to establish the applicable Credit Agreement Refinancing Term Loans Facility as a new Class or tranche of Term Loans or Revolving Commitments (as applicable) and such other technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrower in connection with the establishment of such Classes or tranches (including to preserve the pro rata treatment of the refinanced and non-refinanced tranchestranches and to provide for the reallocation of participation in outstanding Letters of Credit upon the expiration or termination of the commitments under any Class or tranche), in each case on terms consistent with this Section 2.272.17. Upon effectiveness of any Replacement Revolving Commitments pursuant to this Section 2.17, each Revolving Lender with a Revolving Commitment immediately prior to such effectiveness will automatically and without further act be deemed to have assigned to each Replacement Revolving Lender, and each such Replacement Revolving Lender will automatically and without further act be deemed to have assumed, a portion of such existing Revolving Lender’s participations hereunder in outstanding Letters of Credit such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding participations hereunder in Letters of Credit held by each Revolving Lender (including each such Replacement Revolving Lender) will equal its Applicable Percentage. If, on the date of such effectiveness, there are any Revolving Loans outstanding, such Revolving Loans shall upon the effectiveness of such Replacement Revolving Commitment be prepaid from the proceeds of additional Revolving Loans made hereunder so that Revolving Loans are thereafter held by the Revolving Lenders (including each Replacement Revolving Lender) according to their Applicable Percentage, which prepayment shall be accompanied by accrued interest on the Revolving Loans being prepaid and any costs incurred by any Revolving Lender in accordance with Section 3.05. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence. (e) This Section 2.27 shall supersede any provisions in Section 2.17 or Section 9.08 to the contrary.

Credit Agreement Refinancing Facilities. (a) The Borrower may, by written notice to the Administrative Agent from time to time, request (x) Replacement Revolving Commitments to replace all of any existing Class of Revolving Commitments (the “Replaced Revolving Commitments”) in an aggregate amount not to exceed the aggregate amount of the Replaced Revolving Commitments plus any accrued interest, fees, costs and expenses related thereto and (y) Refinancing Term Loans to refinance all or a portion of any existing Class of Term Loans (the “Refinanced Term Loans”) in an aggregate principal amount not to exceed the aggregate principal amount of the Refinanced Term Loans plus any accrued interest, fees, costs premiums (if any) and expenses related thereto (including any original issue discount or upfront fees). Such notice shall set forth (i) the amount of the applicable Refinanced Term Loans (which shall be in minimum increments of $1,000,000 and a minimum amount of $5,000,000) and Credit Agreement Refinancing Facility, (ii) the date on which the applicable Additional Credit Extension Amendment Agreement Refinancing Facility is to become effective (which shall not be less than 10 Business Days nor more than 60 days after the date of such notice (or such longer or shorter periods as the Administrative Agent shall agree))) and (iii) whether such Credit Agreement Refinancing Facilities are Replacement Revolving Commitments or Refinancing Term Loans. The Borrower may seek Credit Agreement Refinancing Term Loans Facilities from existing Lenders (each of which shall be entitled to agree or decline to participate in its sole discretion) or any Additional Lender. (b) It shall be a condition precedent to the effectiveness of each Additional any Credit Extension Amendment Agreement Refinancing Facility and the incurrence of any Refinancing Term Loans thereunder that (i) no Default or Event of Default shall have occurred and be continuing immediately prior to or immediately after giving effect to such Credit Agreement Refinancing Facility or the incurrence of such Refinancing Term Loans, as applicable, (ii) the representations and warranties set forth in Article 3 V and in each other Credit Loan Document shall be true and correct in all material respects on and as of the date such Additional Credit Extension Amendment Agreement Refinancing Facility becomes effective and the Refinancing Term Loans are made, except (x) for representations and warranties which are qualified by the inclusion of a materiality standard, which representations and warranties shall be true and correct in all respects, and (y) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and except that for purposes of this clause (ii)(y), the representations and warranties contained in clauses (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01; (iii) the terms of the Credit Agreement Refinancing Term Loans Facility shall comply with Section 2.27(c2.17(c) and (iv) (x) substantially concurrently with the incurrence of any such Refinancing Term Loans, 100% of the proceeds thereof shall be applied to repay the Refinanced Term Loans (including accrued interest, fees and fees, costs, premiums (if any) and expenses related thereto (including any original issue discount or upfront fees) payable in connection therewith)) and (y) substantially concurrently with the effectiveness of any such Replacement Revolving Commitments, all of the Revolving Commitments in effect immediately prior to such effectiveness shall be terminated, and all of the Revolving Loans then outstanding, together with interest thereon and all other amounts accrued for the benefit of the Revolving Lenders, shall be repaid or paid. (c) The terms of any Credit Agreement Refinancing Term Loans Facility shall be determined by the Borrower and the applicable lenders providing such Credit Agreement Refinancing Term Loans Facility Lenders and set forth in an Additional Credit Extension a Refinancing Amendment; provided that (i) the final maturity date of any Refinancing Term Loans or Replacement Revolving Commitments shall not be earlier than 91 days after the maturity or termination date of the applicable Refinanced Term LoansLoans or Replaced Revolving Commitments, respectively, then in effect, (ii) (A) there shall be no scheduled amortization of the Replacement Revolving Commitments and (B) the Weighted Average Life to Maturity of the Refinancing Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Refinanced Term Loans, (iii) the Credit Agreement Refinancing Term Loans Facilities will rank pari passu in right of payment and of security with the Revolving Loans and the Term Loans, Loans and none of the obligors or guarantors with respect thereto shall be a Person that is not a Credit Loan Party, and such Refinancing Term Loans shall not be secured by any assets other than the Collateral, (iv) the Refinancing Term Loans may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments or commitment reductions hereunder, as specified in the applicable Additional Credit Extension Amendment, (v) the interest rate margin, rate floors, fees, original issue discount and premiums applicable to the Credit Agreement Refinancing Term Loans Facilities shall be determined by the Borrower and the applicable lenders providing such Credit Agreement Refinancing Facility Lenders, (v) any Refinancing Term Loans may participate on a pro rata basis or a less than pro rata basis (but not greater than a pro rata basis) in any optional or mandatory prepayments or prepayment of Term Loans hereunder in each case as specified in the applicable Refinancing Amendment, (vi) the terms in respect of the applicable Credit Agreement Refinancing Facility shall be substantially similar to and no more favorable to the applicable Credit Agreement Refinancing Facility Lenders than the terms of the Replaced Revolving Commitments and Refinanced Term Loans being replaced or refinanced, as applicable; provided that the covenants set forth in Article VII may be modified with respect to such Credit Agreement Refinancing Facility in a manner acceptable to the Borrower, the Administrative Agent and the applicable Credit Agreement Refinancing Facility Lenders; provided that (x) such modifications become effective only after the latest Maturity Date in effect immediately prior to giving effect to such Refinancing Amendment or (y) this Agreement is amended in accordance with Section 10.01 (which amendment may be effected by the Administrative Agent and the Borrower to the extent permitted by clause (vii)(2) of the last paragraph in Section 10.01) so that such covenants apply to all of the then-existing Facilities), and (vivii) to the extent the terms of the Credit Agreement Refinancing Facilities are inconsistent with the terms set forth herein (except as set forth in clause (i) through (vvi) above), such terms shall be reasonably satisfactory to the Administrative Agent. (d) In connection with any Credit Agreement Refinancing Term Loans incurred Facility pursuant to this Section 2.272.17, the Borrower, the Administrative Agent and each applicable Lender or Additional Credit Agreement Refinancing Facility Lender shall execute and deliver to the Administrative Agent an Additional Credit Extension a Refinancing Amendment and such other documentation as the Administrative Agent shall reasonably specify to evidence such Credit Agreement Refinancing Term LoansFacilities. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Additional Credit Extension Refinancing Amendment. Any Additional Credit Extension Refinancing Amendment may, without the consent of any other LendersLender, effect such amendments to this Agreement and the other Credit Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.272.17, including any amendments necessary to establish -79- the applicable Credit Agreement Refinancing Term Loans Facility as a new Class or tranche of Term Loans or Revolving Commitments (as applicable) and such other technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrower in connection with the establishment of such Classes or tranches (including to preserve the pro rata treatment of the refinanced and non-refinanced tranchestranches and to provide for the reallocation of participation in outstanding Letters of Credit upon the expiration or termination of the commitments under any Class or tranche), in each case on terms consistent with this Section 2.272.17. Upon effectiveness of any Replacement Revolving Commitments pursuant to this Section 2.17, each Revolving Lender with a Revolving Commitment immediately prior to such effectiveness will automatically and without further act be deemed to have assigned to each Replacement Revolving Lender, and each such Replacement Revolving Lender will automatically and without further act be deemed to have assumed, a portion of such existing Revolving Lender’s participations hereunder in outstanding Letters of Credit such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding participations hereunder in Letters of Credit held by each Revolving Lender (including each such Replacement Revolving Lender) will equal its Applicable Percentage. If, on the date of such effectiveness, there are any Revolving Loans outstanding, such Revolving Loans shall upon the effectiveness of such Replacement Revolving Commitment be prepaid from the proceeds of additional Revolving Loans made hereunder so that Revolving Loans are thereafter held by the Revolving Lenders (including each Replacement Revolving Lender) according to their Applicable Percentage, which prepayment shall be accompanied by accrued interest on the Revolving Loans being prepaid and any costs incurred by any Revolving Lender in accordance with Section 3.05. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence. (e) This Section 2.27 shall supersede any provisions in Section 2.17 or Section 9.08 to the contrary.

Credit Agreement Refinancing Facilities. (a) The Borrower may, by written notice to the Administrative Agent from time to time, request (x) Replacement Revolving Credit Commitments to replace all or a portion of any existing Class of Revolving Credit Commitments (the “Replaced Revolving Credit Commitments”) in an aggregate amount not to exceed the aggregate amount of the Replaced Revolving Credit Commitments plus any accrued interest and premium (including tender premiums) thereof, any committed but undrawn amounts, underwriting discounts, fees, commissions, costs and expenses related thereto (including upfront fees, original issue discount or initial yield payments), and (y) Refinancing Term Loans to refinance all or a portion of any existing Class of Term Loans (the “Refinanced Term Loans”) in an aggregate principal amount not to exceed the aggregate principal amount of the Refinanced Term Loans plus any accrued interestinterest and premium (including tender premiums) thereof, any committed but undrawn amounts, underwriting discounts, fees, commissions, costs and expenses related thereto (including any upfront fees, original issue discount or upfront feesinitial yield payments). Such notice shall set forth (i) the amount of the applicable Refinanced Term Loans (which shall be in minimum increments of $1,000,000 and a minimum amount of $5,000,000) and Credit Agreement Refinancing Facility, (ii) the date on which the applicable Additional Credit Extension Amendment Agreement Refinancing Facility is to become effective and (which shall not be less than 10 Business Days nor more than 60 days after the date of iii) whether such notice (Credit Agreement Refinancing Facilities are Replacement Revolving Credit Commitments or such longer or shorter periods as the Administrative Agent shall agree))Refinancing Term Loans. The Borrower may seek Credit Agreement Refinancing Term Loans Facilities from existing Lenders (each of which shall be entitled to agree or decline to participate in its sole discretion) or any Additional Lender. (b) It shall be a condition precedent to the effectiveness of each Additional the Credit Extension Amendment Agreement Refinancing Facility and the incurrence of any Refinancing Term Loans thereunder that (i) no Default or Event of Default shall have occurred and be continuing immediately prior to or immediately after giving effect to such Credit Agreement Refinancing Facility or the incurrence of such Refinancing Term Loans, as applicable, (ii) the representations and warranties set forth in Article 3 and in each other Credit Document shall be true and correct in all material respects on and as of the date such Additional Credit Extension Amendment becomes effective and the Refinancing Term Loans are made, (iii) the terms of the Credit Agreement Refinancing Term Loans Facility shall comply with Section 2.27(c2.23(c) and (iviii) (x) substantially concurrently with the incurrence of any such Refinancing Term Loans, 100% of the proceeds thereof shall be applied to repay the Refinanced Term Loans (including accrued interest, fees and premiums (if any) payable in connection therewith)) and (y) substantially concurrently with the effectiveness of such Replacement Revolving Credit Commitments, all or an equivalent portion of the Revolving Credit Commitment in effect immediately prior to such effectiveness shall be terminated, and all or an equivalent portion of the Revolving Loans then outstanding, together with interest thereon and all other amounts accrued for the benefit of the Revolving Lenders, shall be repaid or paid. (c) The terms of any Credit Agreement Refinancing Term Loans Facility shall be determined by the Borrower and the applicable lenders providing such Credit Agreement Refinancing Term Loans Facility Lenders and set forth in an Additional Credit Extension a Refinancing Amendment; provided that (i) the final maturity date Maturity Date of any Refinancing Term Loans or Replacement Revolving Credit Commitments shall not be earlier than 91 days after the maturity or termination date Maturity Date of the applicable Refinanced Term LoansLoans or Replaced Revolving Credit Commitments, respectively, (ii) there shall be no scheduled amortization of the Weighted Replacement Revolving Credit Commitments, (iii) the Average Life to Maturity maturity of the Refinancing Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity maturity of the Refinanced Term Loans, (iiiiv) the Credit Agreement Refinancing Term Loans Facilities will rank pari passu in right of payment and and/or of security with the Revolving Loans and the Term Loans, as applicable, and none of the obligors or guarantors with respect thereto shall be a Person that is not a Credit Party, and such (v) any Refinancing Term Loans that are pari passu with the Initial Term Loans in right of payment and security may participate on a pro rata basis or a less than pro rata basis (but not greater than a pro rata basis) in any voluntary or mandatory repayment or prepayment in respect of the Initial Term Loans, in each case as agreed by the Borrower and the Lenders providing the relevant Refinancing Term Loans, (vi) such Indebtedness shall not be secured by any assets other than the CollateralCollateral and shall be subject to customary intercreditor agreement reasonably acceptable to the Administrative Agent, (iv) the Refinancing Term Loans may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments or commitment reductions hereunder, as specified in the applicable Additional Credit Extension Amendment, (vvii) the interest rate margin, rate floors, fees, original issue discount discount, premiums and premiums optional prepayments applicable to the Credit Agreement Refinancing Term Loans Facilities shall be determined by the Borrower and the applicable lenders providing such Credit Agreement Refinancing Term Loans and Facility Lenders, (viviii) to the extent the terms of the Credit Agreement Refinancing Facilities are inconsistent with the terms set forth herein (except other than (x) as set forth in clause clauses (i) through (vvii) above, and (y) covenants or other provisions applicable only to periods after the Latest Maturity Date (in each case in this clause (y), such terms as of the date of incurrence of the relevant Refinancing Term Loans or Replacement Revolving Credit Commitments)) shall be reasonably satisfactory substantially identical to, or no more favorable to the Administrative AgentPersons providing such Credit Agreement Refinancing Facilities than to the Persons providing the applicable Refinanced Term Loans or Replaced Revolving Credit Commitments, respectively, at the time of such refinancing and (ix) in the case of any Replacement Revolving Credit Commitments, the definitive documentation therefor shall include provisions governing pro rata payments, repayments, borrowings, letter of credit participations and commitment reductions, except that the Borrower shall be permitted to permanently repay the Revolving Loans of any Class and reduce or terminate the Revolving Credit Commitments of any Class on a greater than pro rata basis as compared to the Revolving Loans of any other Class or Revolving Credit Commitments of any other Class with a later Maturity Date than such Revolving Loans of such Class or such Revolving Credit Commitments of such Class. (d) In connection with any Credit Agreement Refinancing Term Loans incurred Facility pursuant to this Section 2.272.23, the Borrower, the Administrative Agent and each applicable Lender or Additional Lender shall execute and deliver to the Administrative Agent an Additional Credit Extension a Refinancing Amendment and such other documentation as the Administrative Agent shall reasonably specify to evidence such Credit Agreement Refinancing Term LoansFacilities. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Additional Credit Extension Refinancing Amendment. Any Additional Credit Extension A Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Credit Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.272.23, including any amendments necessary to establish the applicable Credit Agreement Refinancing Term Loans Facility as a new Class or tranche of Term Loans or Revolving Credit Commitments (as applicable) and such other technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrower in connection with the establishment of such Classes or tranches (including to preserve the pro rata treatment of the refinanced and non-refinanced tranchestranches and to provide for the reallocation of Letter of Credit Exposure or Swingline Exposure upon the expiration or termination of the commitments under any Class or tranche), in each case on terms consistent with this Section 2.272.23. Upon effectiveness of any Replacement Revolving Credit Commitments pursuant to this Section 2.23, each Revolving Lender with a Revolving Credit Commitment immediately prior to such effectiveness will automatically and without further act be deemed to have assigned to each Replacement Revolving Lender, and each such Replacement Revolving Lender will automatically and without further act be deemed to have assumed, a portion of such existing Revolving Lender’s participations hereunder in outstanding Letters of Credit and Swingline Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding participations hereunder in Letters of Credit and Swingline Loans held by each Revolving Lender (including each such Replacement Revolving Lender) will equal its Applicable Percentage. If, on the date of such increase, there are any Revolving Loans outstanding, such Revolving Loans shall upon the effectiveness of such Replacement Revolving Credit Commitment be prepaid from the proceeds of additional Revolving Loans made hereunder (reflecting such refinancing of the Revolving Credit Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Loans being prepaid and any costs incurred by any Revolving Lender in accordance with Section 2.18. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence. (e) This Section 2.27 shall supersede any provisions in Section 2.17 or Section 9.08 to the contrary.

Credit Agreement Refinancing Facilities. (a) The Borrower may, by written notice to the Administrative Agent (and, to the extent the applicable Refinancing Term Loans replace any JPY Term Loans, the Technical Agent) from time to time, request (x) Replacement Revolving Commitments to replace all of any existing Class of Revolving Commitments (the “Replaced Revolving Commitments”) in an aggregate amount not to exceed the aggregate amount of the Replaced Revolving Commitments plus any accrued interest, fees, costs and expenses related thereto and (y) Refinancing Term Loans to refinance all or a portion of any existing Class of Term Loans (the “Refinanced Term Loans”) in an aggregate principal amount not to exceed the aggregate principal amount of the Refinanced Term Loans plus any accrued interest, fees, costs premiums (if any) and expenses related thereto (including any original issue discount or upfront fees). Such notice shall set forth (i) the amount of the applicable Refinanced Term Loans (which shall be in minimum increments of $1,000,000 and a minimum amount of $5,000,000) and Credit Agreement Refinancing Facility, (ii) the date on which the applicable Additional Credit Extension Amendment Agreement Refinancing Facility is to become effective (which shall not be less than 10 Business Days nor more than 60 days after the date of such notice (or such longer or shorter periods as the Administrative Agent and the Technical Agent, as applicable, shall agree))) and (iii) whether such Credit Agreement Refinancing Facilities are Replacement Revolving Commitments or Refinancing Term Loans. The Borrower may seek Credit Agreement Refinancing Term Loans Facilities from existing Lenders (each of which shall be entitled to agree or decline to participate in its sole discretion) or any Additional Lender. (b) It shall be a condition precedent to the effectiveness of each Additional any Credit Extension Amendment Agreement Refinancing Facility and the incurrence of any Refinancing Term Loans thereunder that (i) no Default or Event of Default shall have occurred and be continuing immediately prior to or immediately after giving effect to such Credit Agreement Refinancing Facility or the incurrence of such Refinancing Term Loans, as applicable, (ii) the representations and warranties set forth in Article 3 V and in each other Credit Loan Document shall be true and correct in all material respects on and as of the date such Additional Credit Extension Amendment Agreement Refinancing Facility becomes effective and the Refinancing Term Loans are made, except (x) for representations and warranties which are qualified by the inclusion of a materiality standard, which representations and warranties shall be true and correct in all respects, and (y) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and except that for purposes of this clause (ii)(y), the representations and warranties contained in clauses (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01; (iii) the terms of the Credit Agreement Refinancing Term Loans Facility shall comply with Section 2.27(c2.17(c) and (iv) (x) substantially concurrently with the incurrence of any such Refinancing Term Loans, 100% of the proceeds thereof shall be applied to repay the Refinanced Term Loans (including accrued interest, fees and fees, costs, premiums (if any) and expenses related thereto (including any original issue discount or upfront fees) payable in connection therewith)) and (y) substantially concurrently with the effectiveness of any such Replacement Revolving Commitments, all of the Revolving Commitments in effect immediately prior to such effectiveness shall be terminated, and all of the Revolving Loans then outstanding, together with interest thereon and all other amounts accrued for the benefit of the Revolving Lenders, shall be repaid or paid. (c) The terms of any Credit Agreement Refinancing Term Loans Facility shall be determined by the Borrower and the applicable lenders providing such Credit Agreement Refinancing Term Loans Facility Lenders and set forth in an Additional Credit Extension a Refinancing Amendment; provided that (i) the final maturity date of any Refinancing Term Loans or Replacement Revolving Commitments shall not be earlier than 91 days after the maturity or termination date of the applicable Refinanced Term LoansLoans or Replaced Revolving Commitments, respectively, then in effect, (ii) (A) there shall be no scheduled amortization of the Replacement Revolving Commitments and (B) the Weighted Average Life to Maturity of the Refinancing Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Refinanced Term Loans, (iii) the Credit Agreement Refinancing Term Loans Facilities will rank pari passu in right of payment and of security with the Revolving Loans and the Term Loans, Loans and none of the obligors or guarantors with respect thereto shall be a Person that is not a Credit Loan Party, and such Refinancing Term Loans shall not be secured by any assets other than the Collateral, (iv) the Refinancing Term Loans may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments or commitment reductions hereunder, as specified in the applicable Additional Credit Extension Amendment, (v) the interest rate margin, rate floors, fees, original issue discount and premiums applicable to the Credit Agreement Refinancing Term Loans Facilities shall be determined by the Borrower and the applicable lenders providing such Credit Agreement Refinancing Facility Lenders, (v) any Refinancing Term Loans may participate on a pro rata basis or a less than pro rata basis (but not greater than a pro rata basis) in any optional or mandatory prepayments or prepayment of Term Loans hereunder in each case as specified in the applicable Refinancing Amendment, (vi) the terms in respect of the applicable Credit Agreement Refinancing Facility shall be substantially similar to and no more favorable to the applicable Credit Agreement Refinancing Facility Lenders than the terms of the Replaced Revolving Commitments and Refinanced Term Loans being replaced or refinanced, as applicable; provided that the covenants set forth in Article VII may be modified with respect to such Credit Agreement Refinancing Facility in a manner acceptable to the Borrower, the Administrative Agent (and the Technical Agent, if applicable) and the applicable Credit Agreement Refinancing Facility Lenders; provided that (x) such modifications become effective only after the latest Maturity Date in effect immediately prior to giving effect to such Refinancing Amendment or (y) this Agreement is amended in accordance with Section 10.01 (which amendment may be effected by the Administrative Agent (and the Technical Agent, if applicable) and the Borrower to the extent permitted by clause (vii)(2) of the last paragraph in Section 10.01) so that such covenants apply to all of the then-existing Facilities), and (vivii) to the extent the terms of the Credit Agreement Refinancing Facilities are inconsistent with the terms set forth herein (except as set forth in clause (i) through (vvi) above), such terms shall be reasonably satisfactory to the Administrative Agent and the Technical Agent, as applicable. (d) In connection with any Credit Agreement Refinancing Term Loans incurred Facility pursuant to this Section 2.272.17, the Borrower, the Administrative Agent and and, each applicable Credit Agreement Refinancing Facility Lender or Additional Lender and, to the extent such Credit Agreement Refinancing Facility includes Refinancing Term Loans to refinance JPY Term Loans, the Technical Agent shall execute and deliver to the Administrative Agent an Additional Credit Extension (and the Technical Agent, if applicable) a Refinancing Amendment and such other documentation as the Administrative Agent (and the Technical Agent, if applicable) shall reasonably specify to evidence such Credit Agreement Refinancing Term LoansFacilities. The Administrative Agent (and the Technical Agent, if applicable) shall promptly notify each Lender as to the effectiveness of each Additional Credit Extension Refinancing Amendment. Any Additional Credit Extension Refinancing Amendment may, without the consent of any other LendersLender, effect such amendments to this Agreement and the other Credit Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent (and the Technical Agent, if applicable) and the Borrower, to effect the provisions of this Section 2.272.17, including any amendments necessary to establish the applicable Credit Agreement Refinancing Term Loans Facility as a new Class or tranche of Term Loans or Revolving Commitments (as applicable) and such other technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent (and the Technical Agent. if applicable) and the Borrower in connection with the establishment of such Classes or tranches (including to preserve the pro rata treatment of the refinanced and non-refinanced tranchestranches and to provide for the reallocation of participation in outstanding Letters of Credit upon the expiration or termination of the commitments under any Class or tranche), in each case on terms consistent with this Section 2.272.17. Upon effectiveness of any Replacement Revolving -66- Commitments pursuant to this Section 2.17, each Revolving Lender with a Revolving Commitment immediately prior to such effectiveness will automatically and without further act be deemed to have assigned to each Replacement Revolving Lender, and each such Replacement Revolving Lender will automatically and without further act be deemed to have assumed, a portion of such existing Revolving Lender’s participations hereunder in outstanding Letters of Credit such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding participations hereunder in Letters of Credit held by each Revolving Lender (including each such Replacement Revolving Lender) will equal its Applicable Percentage. If, on the date of such effectiveness, there are any Revolving Loans outstanding, such Revolving Loans shall upon the effectiveness of such Replacement Revolving Commitment be prepaid from the proceeds of additional Revolving Loans made hereunder so that Revolving Loans are thereafter held by the Revolving Lenders (including each Replacement Revolving Lender) according to their Applicable Percentage, which prepayment shall be accompanied by accrued interest on the Revolving Loans being prepaid and any costs incurred by any Revolving Lender in accordance with Section 3.05. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence. (ea) This Notwithstanding anything to the contrary in this Section 2.27 shall supersede 2.17, any provisions in notice under this Section 2.17 to or Section 9.08 from the JPY Term Lenders to refinance JPY Term Loans, solely to the contraryextent in connection with or relating to the JPY Term Loans, shall be given to the Technical Agent and the Technical Agent shall promptly communicate such notice to the JPY Term Lenders, the Borrower and the Administrative Agent, as the case may be.

Credit Agreement Refinancing Facilities. (a) The Borrower may, by written notice to the Administrative Agent from time to time, request (x) Replacement Revolving Commitments to replace all of any existing Class of Revolving Commitments (the “Replaced Revolving Commitments”) in an aggregate amount not to exceed the aggregate amount of the Replaced Revolving Commitments plus any accrued interest, fees, costs and expenses related thereto and (y) Refinancing Term Loans to refinance all or a portion of any existing Class of Term Loans (the “Refinanced Term Loans”) in an aggregate principal amount not to exceed the aggregate principal amount of the Refinanced Term Loans plus any accrued interest, fees, costs premiums (if any) and expenses related thereto (including any original issue discount or upfront fees). Such notice shall set forth (i) the amount of the applicable Refinanced Term Loans (which shall be in minimum increments of $1,000,000 and a minimum amount of $5,000,000) and Credit Agreement Refinancing Facility, (ii) the date on which the applicable Additional Credit Extension Amendment Agreement Refinancing Facility is to become effective (which shall not be less than 10 Business Days nor more than 60 days after the date of such notice (or such longer or shorter periods as the Administrative Agent shall agree))) and (iii) whether such Credit Agreement Refinancing Facilities are Replacement Revolving Commitments or Refinancing Term Loans. The Borrower may seek Credit Agreement Refinancing Term Loans Facilities from existing Lenders (each of which shall be entitled to agree or decline to participate in its sole discretion) or any Additional Lender. (b) It shall be a condition precedent to the effectiveness of each Additional any Credit Extension Amendment Agreement Refinancing Facility and the incurrence of any Refinancing Term Loans thereunder that (i) no Default or Event of Default shall have occurred and be continuing immediately prior to or immediately after giving effect to such Credit Agreement Refinancing Facility or the incurrence of such Refinancing Term Loans, as applicable, (ii) the representations and warranties set forth in Article 3 V and in each other Credit Loan Document shall be true and correct in all material respects on and as of the date such Additional Credit Extension Amendment Agreement Refinancing Facility becomes effective and the Refinancing Term Loans are made, ; (iii) the terms of the Credit Agreement Refinancing Term Loans Facility shall comply with Section 2.27(c2.17(c) and (iv) (x) substantially concurrently with the incurrence of any such Refinancing Term Loans, 100% of the proceeds thereof shall be applied to repay the Refinanced Term Loans (including accrued interest, fees and fees, costs, premiums (if any) and expenses related thereto (including any original issue discount or upfront fees) payable in connection therewith)) and (y) substantially concurrently with the effectiveness of any such Replacement Revolving Commitments, all of the Revolving Commitments in effect immediately prior to such effectiveness shall be terminated, and all of the Revolving Loans then outstanding, together with interest thereon and all other amounts accrued for the benefit of the Revolving Lenders, shall be repaid or paid. (c) The terms of any Credit Agreement Refinancing Term Loans Facility shall be determined by the Borrower and the applicable lenders providing such Credit Agreement Refinancing Term Loans Facility Lenders and set forth in an Additional Credit Extension a Refinancing Amendment; provided that (i) the final maturity date of any Refinancing Term Loans or Replacement Revolving Commitments shall not be earlier than 91 days after the maturity or termination date of the applicable Refinanced Term LoansLoans or Replaced Revolving Commitments, respectively, then in effect, (ii) (A) there shall be no scheduled amortization of the Replacement Revolving Commitments and (B) the Weighted Average Life to Maturity of the Refinancing Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Refinanced Term Loans, (iii) the Credit Agreement Refinancing Term Loans Facilities will rank pari passu in right of payment and of security with the Revolving Loans and the Term Loans, Loans and none of the obligors or guarantors with respect thereto shall be a Person that is not a Credit Loan Party, and such Refinancing Term Loans shall not be secured by any assets other than the Collateral, (iv) the Refinancing Term Loans may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments or commitment reductions hereunder, as specified in the applicable Additional Credit Extension Amendment, (v) the interest rate margin, rate floors, fees, original issue discount and premiums applicable to the Credit Agreement Refinancing Term Loans Facilities shall be determined by the Borrower and the applicable lenders providing such Credit Agreement Refinancing Facility Lenders, (v) any Refinancing Term Loans may participate on a pro rata basis or a less than pro rata basis (but not greater than a pro rata basis) in any optional or mandatory prepayments or prepayment of Term A Loans, Term B-1 Loans or Term B-2 Loans, as applicable, hereunder in each case as specified in the applicable Refinancing Amendment, (vi) the terms in respect of the applicable Credit Agreement Refinancing Facility shall be substantially similar to and no more favorable to the applicable Credit Agreement Refinancing Facility Lenders than the terms of the Replaced Revolving Commitments and Refinanced Term Loans being replaced or refinanced, as applicable; provided that the covenants set forth in Article VII may be modified with respect to such Credit Agreement Refinancing Facility in a manner acceptable to the Borrower, the Administrative Agent and the applicable Credit Agreement Refinancing Facility Lenders; provided that (x) such modifications become effective only after the latest Maturity Date in effect immediately prior to giving effect to such Refinancing Amendment or (y) this Agreement is amended in accordance with Section 10.01 (which amendment may be effected by the Administrative Agent and the Borrower to the extent permitted by clause (vii)(2) of the last paragraph in Section 10.01) so that such covenants apply to all of the then-existing Facilities), and (vivii) to the extent the terms of the Credit Agreement Refinancing Facilities are inconsistent with the terms set forth herein (except as set forth in clause (i) through (vvi) above), such terms shall be reasonably satisfactory to the Administrative Agent. (d) In connection with any Credit Agreement Refinancing Term Loans incurred Facility pursuant to this Section 2.272.17, the Borrower, the Administrative Agent and each applicable Lender or Additional Credit Agreement Refinancing Facility Lender shall execute and deliver to the Administrative Agent an Additional Credit Extension a Refinancing Amendment and such other documentation as the Administrative Agent shall reasonably specify to evidence such Credit Agreement Refinancing Term LoansFacilities. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Additional Credit Extension Refinancing Amendment. Any Additional Credit Extension Refinancing Amendment may, without the consent of any other LendersLender, effect such amendments to this Agreement and the other Credit Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.272.17, including any amendments necessary to establish the applicable Credit Agreement Refinancing Term Loans Facility as a new Class or tranche of Term Loans or Revolving Commitments (as applicable) and such other technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrower in connection with the establishment of such Classes or tranches (including to preserve the pro rata treatment of the refinanced and non-refinanced tranchestranches and to provide for the reallocation of participation in outstanding Letters of Credit upon the expiration or termination of the commitments under any Class or tranche), in each case on terms consistent with this Section 2.272.17. Upon effectiveness of any Replacement Revolving Commitments pursuant to this Section 2.17, each Revolving Lender with a Revolving Commitment immediately prior to such effectiveness will automatically and without further act be deemed to have assigned to each Replacement Revolving Lender, and each such Replacement Revolving Lender will automatically and without further act be deemed to have assumed, a portion of such existing Revolving Lender’s participations hereunder in outstanding Letters of Credit such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding participations hereunder in Letters of Credit held by each Revolving Lender (including each such Replacement Revolving Lender) will equal its Applicable Percentage. If, on the date of such effectiveness, there are any Revolving Loans outstanding, such Revolving Loans shall upon the effectiveness of such Replacement Revolving Commitment be prepaid from the proceeds of additional Revolving Loans made hereunder so that Revolving Loans are thereafter held by the Revolving Lenders (including each Replacement Revolving Lender) according to their Applicable Percentage, which prepayment shall be accompanied by accrued interest on the Revolving Loans being prepaid and any costs incurred by any Revolving Lender in accordance with Section 3.05. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence. ARTICLE III. (e) This Section 2.27 shall supersede any provisions in Section 2.17 or Section 9.08 to the contrary.

Credit Agreement Refinancing Facilities. (a) The Borrower may, by written upon ten Business Days’ notice to the Administrative Agent from time (or such lesser notice as agreed to timeby the Administrative Agent), request (i) Refinancing Term Loans to refinance all or a portion of any existing Class tranche of Term Loans (the “Refinanced Term Loans”) and/or (ii) Refinancing Revolving Loans (or Refinancing Revolving Commitments) to refinance all or a portion of any existing Class of Revolving Loans (the “Refinanced Revolving Loans”) or Revolving Commitments (the “Refinanced Revolving Commitments”), in each case, in an aggregate principal amount not to exceed the aggregate principal amount of the Refinanced Term Loans and/or the Refinanced Revolving Loans (or Refinanced Revolving Commitments), as applicable, plus any accrued interestinterest and premium (including tender premiums) thereof, any committed but undrawn amounts, underwriting discounts, fees, commissions, costs and expenses related thereto (including any upfront fees, original issue discount or upfront feesinitial yield payments). Such notice shall set forth (i) the amount of the applicable Refinanced Term Loans (which shall be in minimum increments of $1,000,000 and a minimum amount of $5,000,000) Credit Agreement Refinancing Facility and (ii) the date on which the applicable Additional Credit Extension Amendment Agreement Refinancing Facility is to become effective (which shall not be less than 10 Business Days nor more than 60 days after the date of such notice (or such longer or shorter periods as the Administrative Agent shall agree))effective. The Borrower may seek Credit Agreement Refinancing Term Loans Facilities from existing Lenders (each of which shall be entitled to agree or decline to participate in its sole discretion) or any Additional Lender. (b) It shall be a condition precedent to the effectiveness of each Additional the Credit Extension Amendment Agreement Refinancing Facility and the incurrence of any Refinancing Term Loans, Refinancing Revolving Loans thereunder and/or establishment of Refinancing Revolving Commitments that (i) no Default or Event of Default shall have occurred and be continuing immediately prior to or immediately after giving effect to the incurrence of such Refinancing Term Loans, (ii) the representations and warranties set forth in Article 3 and in each other Credit Document shall be true and correct in all material respects on and as of the date such Additional Credit Extension Amendment becomes effective and the Refinancing Term Loans are made, (iii) the terms of the Credit Agreement Refinancing Term Loans Facility shall comply with Section 2.27(c) and 2.17(c); (ivii) substantially concurrently with the incurrence of any such Refinancing Term LoansLoans or Refinancing Revolving Loan, 100% of the proceeds Net Cash Proceeds thereof shall be applied to repay the Refinanced Term Loans or Refinanced Revolving Loans, as applicable (including and, in the case of the Refinanced Revolving Loans, to permanently reduce the Revolving Commitments by a like amount) (including, to the extent that the aggregate principal amount of the Refinanced Term Loans or Refinanced Revolving Loans exceeds the aggregate payment amount of the applicable Refinanced Term Loans or Refinanced Revolving Loans to pay, accrued interest, fees and premiums (if any) payable in connection therewith); and (iii) the Administrative Agent shall have received customary legal opinions and resolutions of the Loan Parties that it may reasonably request relating to the corporate or other necessary authority for such Credit Agreement Refinancing Facility and the validity of such Credit Agreement Refinancing Facility, and any other matters relevant thereto, all in form and substance reasonably satisfactory to the Administrative Agent. (c) The terms of any Credit Agreement Refinancing Term Loans Facility shall be determined by the Borrower and the applicable lenders providing such Credit Agreement Refinancing Term Loans Facility Lenders and set forth in an Additional Credit Extension a Refinancing Amendment; provided that that: (i) the final maturity date of any no Refinancing Term Loans shall not be earlier than 91 days after have a Maturity Date prior to the maturity or termination date Maturity Date of the applicable Refinanced Term Loans, , (ii) the Weighted Average Life to Maturity of the Refinancing Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Refinanced Term Loans, , (iii) no Refinancing Revolving Loans and/or Refinancing Revolving Commitments shall have a Maturity Date (or require any commitment reductions) prior to the Maturity Date of the applicable Refinanced Revolving Loans and/or Refinanced Revolving Commitments, (iv) the Credit Agreement Refinancing Facilities may participate on a pro rata basis (or less than pro rata basis) in any mandatory prepayment in respect of Term Loans and/or Revolving Loans, as applicable, in each case, as agreed by the Borrower and the Lenders providing the relevant Refinancing Term Loans will and/or Refinancing Revolving Loans, (v) the Credit Agreement Refinancing Facilities shall (A) rank pari passu or junior in right of payment and of security with the Revolving existing Loans (subject, in the case of such Credit Agreement Refinancing Facilities secured on a junior basis, to an Acceptable Intercreditor Agreement) and the Term Loans, none of the obligors or guarantors with respect thereto shall be a Person that is not a Credit Party, and such Refinancing Term Loans shall not be secured by any assets other than the Collateral, Collateral or (ivB) be unsecured, (vi) the Credit Agreement Refinancing Term Loans may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) Facilities shall rank pari passu in any voluntary or mandatory prepayments or commitment reductions hereunderthe right of payment priority with the existing Loans, as specified in the applicable Additional Credit Extension Amendmentapplicable, and not be guaranteed by any Person that is not a Loan Party, (vvii) the interest rate margin, rate floors, fees, original issue discount discount, premiums, optional prepayments and premiums optional redemption terms applicable to the Credit Agreement Refinancing Term Loans Facilities shall be determined by the Borrower and the applicable lenders providing such Credit Agreement Refinancing Term Loans and Facility Lenders, and (viviii) to the extent the terms of the Credit Agreement Refinancing Facilities are inconsistent with the terms set forth herein (except other than (x) as set forth in clause clauses (i) through (vvi) above, (y) covenants or other provisions applicable only to periods after the Latest Maturity Date (in each case in this clause (y), as of the date of incurrence of the relevant Refinancing Term Loans and/or Refinancing Revolving Loans (or Refinancing Revolving Commitments)) or (z) to the extent such terms covenants or other provisions are (taken as a whole) more favorable to the lenders providing such Credit Agreement Refinancing Facility, such covenants or other provisions also apply for the benefit of all Lenders hereunder) shall be reasonably satisfactory no more favorable to the Administrative AgentPersons providing such Credit Agreement Refinancing Facilities (taken as a whole) than to the Lenders hereunder at the time of such refinancing, as reasonably determined by the Borrower. (d) In connection with any Credit Agreement Refinancing Term Loans incurred Facility pursuant to this Section 2.272.17, the Borrower, the Administrative Agent and each applicable Lender or Additional Credit Agreement Refinancing Facility Lender shall execute and deliver to the Administrative Agent an Additional Credit Extension a Refinancing Amendment and such other documentation as the Administrative Agent shall reasonably specify to evidence such Credit Agreement Refinancing Term LoansFacilities. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Additional Credit Extension Refinancing Amendment. Any Additional Credit Extension A Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Credit Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.272.17, including any amendments necessary to establish the applicable Credit Agreement Refinancing Term Loans Facility as a new Class or tranche of Term Loans, Revolving Commitments and/or Revolving Loans (as applicable) and such other technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrower in connection with the establishment of such Classes or tranches (including to preserve the pro rata treatment of the refinanced and non-refinanced tranches), in each case on terms consistent with this Section 2.272.17. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence. (e) This Section 2.27 shall supersede any provisions in Section 2.17 or Section 9.08 to the contrary.

Credit Agreement Refinancing Facilities. (a) The Borrower may, by written notice to the Administrative Agent from time to time, request (x) Replacement Revolving Credit Commitments to replace all or a portion of any existing Class of Revolving Credit Commitments (the “Replaced Revolving Credit Commitments”) in an aggregate amount not to exceed the aggregate amount of the Replaced Revolving Credit Commitments plus any accrued interest and premium (including tender premiums) thereof, any committed but undrawn amounts, underwriting discounts, fees, commissions, costs and expenses related thereto (including upfront fees, original issue discount or initial yield payments), and (y) Refinancing Term Loans to refinance all or a portion of any existing Class of Term Loans (the “Refinanced Term Loans”) in an aggregate principal amount not to exceed the aggregate principal amount of the Refinanced Term Loans plus any accrued interestinterest and premium (including tender premiums) thereof, any committed but undrawn amounts, underwriting discounts, fees, commissions, costs and expenses related thereto (including any upfront fees, original issue discount or upfront feesinitial yield payments). Such notice shall set forth forth (i) the amount of the applicable Refinanced Term Loans (which shall be in minimum increments of $1,000,000 and a minimum amount of $5,000,000) and Credit Agreement Refinancing Facility, (ii) the date on which the applicable Additional Credit Extension Amendment Agreement Refinancing Facility is to become effective and (which shall not be less than 10 Business Days nor more than 60 days after the date of iii) whether such notice (Credit Agreement Refinancing Facilities are Replacement Revolving Credit Commitments or such longer or shorter periods as the Administrative Agent shall agree))Refinancing Term Loans. The Borrower may seek Credit Agreement Refinancing Term Loans Facilities from existing Lenders (each of which shall be entitled to agree or decline to participate in its sole discretion) or any Additional Lender. (b) It shall be a condition precedent to the effectiveness of each Additional the Credit Extension Amendment Agreement Refinancing Facility and the incurrence of any Refinancing Term Loans thereunder that (i) no Default or Event of Default shall have occurred and be continuing immediately prior to or immediately after giving effect to the incurrence of such Refinancing Term Loans, (ii) the representations and warranties set forth in Article 3 and in each other Credit Document shall be true and correct in all material respects on and as of the date such Additional Credit Extension Amendment becomes effective and the Refinancing Term Loans are made, (iii) the terms of the Credit Agreement Refinancing Term Loans Facility shall comply with Section 2.27(c2.24(c) and (ivii) (x) substantially concurrently with the incurrence of any such Refinancing Term Loans, 100% of the proceeds thereof shall be applied to repay the Refinanced Term Loans (including accrued interest, fees and premiums (if any) payable in connection therewith)) and (y) substantially concurrently with the effectiveness of such Replacement Revolving Credit Commitments, all or an equivalent portion of the Revolving Credit Commitment in effect immediately prior to such effectiveness shall be terminated, and all or an equivalent portion of the Revolving Loans then outstanding, together with interest thereon and all other amounts accrued for the benefit of the Revolving Credit Lenders, shall be repaid or paid. (c) The terms of any Credit Agreement Refinancing Term Loans Facility shall be determined by the Borrower and the applicable lenders providing such Credit Agreement Refinancing Term Loans Facility Lenders and set forth in an Additional Credit Extension a Refinancing Amendment; provided that (i) the final maturity date Maturity Date of any Refinancing Term Loans or Replacement Revolving Credit Commitments shall not be earlier than 91 days after the maturity or termination date Maturity Date of the applicable Refinanced Term LoansLoans or Replaced Revolving Credit Commitments, respectively, (ii) the Weighted Average Life to Maturity maturity of the Refinancing Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity maturity of the Refinanced Term Loans, (iii) the Credit Agreement Refinancing Term Loans Facilities will rank pari passu in right of payment and and/or of security with the Revolving Loans and the Term Loans, as applicable, and none of the obligors or guarantors with respect thereto shall be a Person that is not a Credit Party, and such (iv) any Refinancing Term Loans that are pari passu with the Initial Term Loans in right of payment and security may participate on a pro rata basis or a less than pro rata basis (but not greater than a pro rata basis) in any voluntary or mandatory repayment or prepayment in respect of the Initial Term Loans, in each case as agreed by the Borrower and the Lenders providing the relevant Refinancing Term Loans, (v) such Indebtedness shall not be secured by any assets other than the CollateralCollateral and shall be subject to an Acceptable Intercreditor Agreement, (iv) the Refinancing Term Loans may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments or commitment reductions hereunder, as specified in the applicable Additional Credit Extension Amendment, (vvi) the interest rate margin, rate floors, fees, original issue discount and premiums discount, premiums, optional prepayments or redemption terms applicable to the Credit Agreement Refinancing Term Loans Facilities shall be determined by the Borrower and the applicable lenders providing such Credit Agreement Refinancing Term Loans and Facility Lenders, (vivii) to the extent the terms of the Credit Agreement Refinancing Facilities are inconsistent with the terms set forth herein (except other than (x) as set forth in clause clauses (i) through (vvi) aboveabove and (y) covenants or other provisions applicable only to periods after the Latest Maturity Date (in each case in this clause (y), such terms as of the date of incurrence of the relevant Refinancing Term Loans or Replacement Revolving Credit Commitments)) shall be reasonably satisfactory substantially identical to, or no more favorable to the Administrative AgentPersons providing such Credit Agreement Refinancing Facilities than to the Persons that provided the applicable Refinanced Term Loans or Replaced Revolving Credit Commitments, respectively, at the time of such refinancing and (viii) in the case of any Replacement Revolving Credit Commitments, the definitive documentation therefor shall include provisions governing pro rata payments, repayments, borrowings, letter of credit participations and commitment reductions, except that the Borrower shall be permitted to permanently repay the Revolving Loans of any Class and reduce or terminate the Revolving Credit Commitments of any Class on a greater than pro rata basis as compared to the Revolving Loans of any other Class or Revolving Credit Commitments of any other Class with a later Maturity Date than such Revolving Loans of such Class or such Revolving Credit Commitments of such Class. (d) In connection with any Credit Agreement Refinancing Term Loans incurred Facility pursuant to this Section 2.272.24, the Borrower, the Administrative Agent and each applicable Lender or Additional Lender shall execute and deliver to the Administrative Agent an Additional Credit Extension a Refinancing Amendment and such other documentation as the Administrative Agent shall reasonably specify to evidence such Credit Agreement Refinancing Term LoansFacilities. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Additional Credit Extension Refinancing Amendment. Any Additional Credit Extension A Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Credit Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.272.24, including any amendments necessary to establish the applicable Credit Agreement Refinancing Term Loans Facility as a new Class or tranche of Term Loans or Revolving Credit Commitments (as applicable) and such other technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrower in connection with the establishment of such Classes or tranches (including to preserve the pro rata treatment of the refinanced and non-non- refinanced tranchestranches and to provide for the reallocation of Letter of Credit Exposure upon the expiration or termination of the commitments under any Class or tranche), in each case on terms consistent with this Section 2.272.24. Upon effectiveness of any Replacement Revolving Credit Commitments pursuant to this Section 2.24, each Revolving Credit Lender with a Revolving Credit Commitment immediately prior to such effectiveness will automatically and without further act be deemed to have assigned to each Replacement Revolving Credit Lender, and each such Replacement Revolving Credit Lender will automatically and without further act be deemed to have assumed, a portion of such existing Revolving Credit Xxxxxx’s participations hereunder in outstanding Letters of Credit such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding participations hereunder in Letters of Credit held by each Revolving Credit Lender (including each such Replacement Revolving Credit Lender) will equal its Applicable Percentage. If, on the date of such increase, there are any Revolving Loans outstanding, such Revolving Loans shall upon the effectiveness of such Replacement Revolving Credit Commitment be prepaid from the proceeds of additional Revolving Loans made hereunder (reflecting such refinancing of the Revolving Credit Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Loans being prepaid and any costs incurred by any Revolving Credit Lender in accordance with Section 2.19. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence. (e) This Section 2.27 shall supersede any provisions in Section 2.17 or Section 9.08 to the contrary.

Credit Agreement Refinancing Facilities. (a) The Lead Borrower may, by written notice to the Administrative Agent from time to time, request (x) Replacement Revolving Commitments to replace all or a portion of any existing Class of Revolving Credit Commitments (the “Replaced Revolving Commitments”) in an aggregate amount not to exceed the aggregate amount of the Replaced Revolving Commitments plus any accrued interest, fees, costs and expenses related thereto and (y) Refinancing Term Loans to refinance all or a portion of any existing Class of Term Loans (the “Refinanced Term Loans”) in an aggregate principal amount not to exceed the aggregate principal amount of the Refinanced Term Loans plus any accrued interest, fees, costs and expenses related thereto (including any original issue discount or upfront fees). Such notice shall set forth (i) the amount of the applicable Refinanced Term Loans Credit Agreement Refinancing Facility (which shall be in minimum increments of $1,000,000 and a minimum amount of $5,000,000) and ), (ii) the date on which the applicable Additional Credit Extension Amendment Agreement Refinancing Facility is to become effective (which shall not be less than 10 Business Days nor more than 60 days after the date of such notice (or such longer or shorter periods as the Administrative Agent shall agree))) and (iii) whether such Credit Agreement Refinancing Facilities are Replacement Revolving Commitments or Refinancing Term Loans. The Lead Borrower may seek Credit Agreement Refinancing Term Loans Facilities from existing Lenders (each of which shall be entitled to agree or decline to participate in its sole discretion) or any Additional Lender. (b) It shall be a condition precedent to the effectiveness of each Additional any Credit Extension Amendment Agreement Refinancing Facility and the incurrence of any Refinancing Term Loans thereunder that (i) no Default or Event of Default shall have occurred and be continuing immediately prior to or immediately after giving effect to such Credit Agreement Refinancing Facility or the incurrence of such Refinancing Term Loans, as applicable, (ii) the representations and warranties set forth in Article 3 6 and in each other Credit Document shall be true and correct in all material respects on and as of the date such Additional Credit Extension Amendment Agreement Refinancing Facility becomes effective and the Refinancing Term Loans are made, ; (iii) the terms of the Credit Agreement Refinancing Term Loans Facility shall comply with Section 2.27(c2.20(c) and (iv) (x) substantially concurrently with the incurrence of any such Refinancing Term Loans, 100% of the proceeds thereof shall be applied to repay the Refinanced Term Loans (including accrued interest, fees and premiums (if any) payable in connection therewith)) and (y) substantially concurrently with the effectiveness of such Replacement Revolving Credit Commitments, all or an equivalent portion of the Revolving Credit Commitments in effect immediately prior to such effectiveness shall be terminated, and all or an equivalent portion of the Revolving Credit Loans then outstanding, together with interest thereon and all other amounts accrued for the benefit of the Revolving Credit Lenders, shall be repaid or paid. (c) The terms of any Credit Agreement Refinancing Term Loans Facility shall be determined by the Lead Borrower and the applicable lenders providing such Credit Agreement Refinancing Term Loans Facility Lenders and set forth in an Additional Credit Extension Amendment; provided that (i) the final maturity date of any Refinancing Term Loans or Replacement Revolving Commitments shall not be earlier than 91 days after the maturity or termination date of the applicable Refinanced Term LoansLoans or Replaced Revolving Commitments, respectively, (ii) (A) there shall be no scheduled amortization of the Weighted Average Life Replacement Revolving Commitments and (B) the weighted average life to Maturity maturity of the Refinancing Term Loans shall be no shorter than the remaining Weighted Average Life weighted average life to Maturity maturity of the Refinanced Term Loans, (iii) the Credit Agreement Refinancing Term Loans Facilities will rank pari passu in right of payment and of security with the Revolving Credit Loans and the Term Loans, Loans and none of the obligors or guarantors with respect thereto shall be a Person that is not a Credit Party, and such Refinancing Term Loans shall not be secured by any assets other than the Collateral, (iv) the Refinancing Term Loans may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments or commitment reductions hereunder, as specified in the applicable Additional Credit Extension Amendment, (v) the interest rate margin, rate floors, fees, original issue discount and premiums applicable to the Credit Agreement Refinancing Term Loans Facilities shall be determined by the Lead Borrower and the applicable lenders providing such Credit Agreement Refinancing Term Loans Facility Lenders and (viv) to the extent the terms of the Credit Agreement Refinancing Facilities are inconsistent with the terms set forth herein (except as set forth in clause (i) through (viv) above), such terms shall be reasonably satisfactory to the Administrative Agent. (d) In connection with any Credit Agreement Refinancing Term Loans incurred Facility pursuant to this Section 2.272.20, the BorrowerBorrowers, the Administrative Agent and each applicable Lender or Additional Credit Agreement Refinancing Facility Lender shall execute and deliver to the Administrative Agent an Additional Credit Extension Amendment and such other documentation as the Administrative Agent shall reasonably specify to evidence such Credit Agreement Refinancing Term LoansFacilities. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Additional Credit Extension Amendment. Any Additional Credit Extension Amendment may, without the consent of any other LendersLender, effect such amendments to this Agreement and the other Credit Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Lead Borrower, to effect the provisions of this Section 2.272.20, including any amendments necessary to establish the applicable Credit Agreement Refinancing Term Loans Facility as a new Class or tranche of Term Loans or Revolving Credit Commitments (as applicable) and such other technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Lead Borrower in connection with the establishment of such Classes or tranches (including to preserve the pro rata treatment of the refinanced and non-refinanced tranchestranches and to provide for the reallocation of participation in outstanding Letters of Credit and Swingline Loans upon the expiration or termination of the commitments under any Class or tranche), in each case on terms consistent with this Section 2.272.20. Upon effectiveness of any Replacement Revolving Commitments pursuant to this Section 2.20, each Revolving Credit Lender with a Revolving Credit Commitment immediately prior to such effectiveness will automatically and without further act be deemed to have assigned to each Replacement Revolving Lender, and each such Replacement Revolving Lender will automatically and without further act be deemed to have assumed, a portion of such existing Revolving Credit Lender’s participations hereunder in outstanding Letters of Credit and Swingline Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding participations hereunder in Letters of Credit and Swingline Loans held by each Revolving Credit Lender (including each such Replacement Revolving Lender) will equal its Aggregate Commitment Percentage. If, on the date of such effectiveness, there are any Revolving Credit Loans outstanding, such Revolving Credit Loans shall upon the effectiveness of such Replacement Revolving Commitment be prepaid from the proceeds of additional Revolving Credit Loans made hereunder so that Revolving Credit Loans are thereafter held by the Revolving Credit Lenders (including each Replacement Revolving Lender) according to their Aggregate Commitment Percentage, which prepayment shall be accompanied by accrued interest on the Revolving Credit Loans being prepaid and any costs incurred by any Revolving Credit Lender in accordance with Section 3.05. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence. (e) This Section 2.27 shall supersede any provisions in Section 2.17 or Section 9.08 to the contrary.

Credit Agreement Refinancing Facilities. (a) The Borrower may, by written notice to the Administrative Agent from time to time, request (x) Replacement Revolving Commitments to replace all of any existing Class of Revolving Commitments (the “Replaced Revolving Commitments”) in an aggregate amount not to exceed the aggregate amount of the Replaced Revolving Commitments plus any accrued interest, fees, costs and expenses related thereto and (y) Refinancing Term Loans to refinance all or a portion of any existing Class of Term Loans (the “Refinanced Term Loans”) in an aggregate principal amount not to exceed the aggregate principal amount of the Refinanced Term Loans plus any accrued interest, fees, costs premiums (if any) and expenses related thereto (including any original issue discount or upfront fees). Such notice shall set forth (i) the amount of the applicable Refinanced Term Loans (which shall be in minimum increments of $1,000,000 and a minimum amount of $5,000,000) and Credit Agreement Refinancing Facility, (ii) the date on which the applicable Additional Credit Extension Amendment Agreement Refinancing Facility is to become effective (which shall not be less than 10 Business Days nor more than 60 days after the date of such notice (or such longer or shorter periods as the Administrative Agent shall agree))) and (iii) whether such Credit Agreement Refinancing Facilities are Replacement Revolving Commitments or Refinancing Term Loans. The Borrower may seek Credit Agreement Refinancing Term Loans Facilities from existing Lenders (each of which shall be entitled to agree or decline to participate in its sole discretion) or any Additional Lender. (b) It shall be a condition precedent to the effectiveness of each Additional any Credit Extension Amendment Agreement Refinancing Facility and the incurrence of any Refinancing Term Loans thereunder that (i) no Default or Event of Default shall have occurred and be continuing immediately prior to or immediately after giving effect to such Credit Agreement Refinancing Facility or the incurrence of such Refinancing Term Loans, as applicable, (ii) the representations and warranties set forth in Article 3 V and in each other Credit Loan Document shall be true and correct in all material respects on and as of the date such Additional Credit Extension Amendment Agreement Refinancing Facility becomes effective and the Refinancing Term Loans are made, ; (iii) the terms of the Credit Agreement Refinancing Term Loans Facility shall comply with Section 2.27(c2.17(c) and (iv) (x) substantially concurrently with the incurrence of any such Refinancing Term Loans, 100% of the proceeds thereof shall be applied to repay the Refinanced Term Loans (including accrued interest, fees and fees, costs, premiums (if any) and expenses related thereto (including any original issue discount or upfront fees) payable in connection therewith)) and (y) substantially concurrently with the effectiveness of any such Replacement Revolving Commitments, all of the Revolving Commitments in effect immediately prior to such effectiveness shall be terminated, and all of the Revolving Loans then outstanding, together with interest thereon and all other amounts accrued for the benefit of the Revolving Lenders, shall be repaid or paid. (c) The terms of any Credit Agreement Refinancing Term Loans Facility shall be determined by the Borrower and the applicable lenders providing such Credit Agreement Refinancing Term Loans Facility Lenders and set forth in an Additional Credit Extension a Refinancing Amendment; provided that (i) the final maturity date of any Refinancing Term Loans or Replacement Revolving Commitments shall not be earlier than 91 days after the maturity or termination date of the applicable Refinanced Term LoansLoans or Replaced Revolving Commitments, respectively, then in effect, (ii) (A) there shall be no scheduled amortization of the Replacement Revolving Commitments and (B) the Weighted Average Life to Maturity of the Refinancing Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Refinanced Term Loans, (iii) the Credit Agreement Refinancing Term Loans Facilities will rank pari passu in right of payment and of security with the Revolving Loans and the Term Loans, Loans and none of the obligors or guarantors with respect thereto shall be a Person that is not a Credit Loan Party, and such Refinancing Term Loans shall not be secured by any assets other than the Collateral, (iv) the Refinancing Term Loans may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments or commitment reductions hereunder, as specified in the applicable Additional Credit Extension Amendment, (v) the interest rate margin, rate floors, fees, original issue discount and premiums applicable to the Credit Agreement Refinancing Term Loans Facilities shall be determined by the Borrower and the applicable lenders providing such Credit Agreement Refinancing Facility Lenders, (v) any Refinancing Term Loans may participate on a pro rata basis or a less than pro rata basis (but not greater than a pro rata basis) in any optional or mandatory prepayments or prepayment of Term A Loans, Term B-1 Loans or Term B-2 Loans, as applicable, hereunder in each case as specified in the applicable Refinancing Amendment, (vi) the terms in respect of the applicable Credit Agreement Refinancing Facility shall be substantially similar to and no more favorable to the applicable Credit Agreement Refinancing Facility Lenders than the terms of the Replaced Revolving Commitments and Refinanced Term Loans being replaced or refinanced, as applicable; provided that the covenants set forth in Article VII may be modified with respect to such Credit Agreement Refinancing Facility in a manner acceptable to the Borrower, the Administrative Agent and the applicable Credit Agreement Refinancing Facility Lenders; provided that (x) such modifications become effective only after the latest Maturity Date in effect immediately prior to giving effect to such Refinancing Amendment or (y) this Agreement is amended in accordance with Section 10.01 (which amendment may be effected by the Administrative Agent and the Borrower to the extent permitted by clause (vii)(2) of the last paragraph in Section 10.01) so that such covenants apply to all of the then-existing Facilities), and (vivii) to the extent the terms of the Credit Agreement Refinancing Facilities are inconsistent with the terms set forth herein (except as set forth in clause (i) through (vvi) above), such terms shall be reasonably satisfactory to the Administrative Agent. (d) In connection with any Credit Agreement Refinancing Term Loans incurred Facility pursuant to this Section 2.272.17, the Borrower, the Administrative Agent and each applicable Lender or Additional Credit Agreement Refinancing Facility Lender shall execute and deliver to the Administrative Agent an Additional Credit Extension a Refinancing Amendment and such other documentation as the Administrative Agent shall reasonably specify to evidence such Credit Agreement Refinancing Term LoansFacilities. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Additional Credit Extension Refinancing Amendment. Any Additional Credit Extension Refinancing Amendment may, without the consent of any other LendersLender, effect such amendments to this Agreement and the other Credit Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.272.17, including any amendments necessary to establish the applicable Credit Agreement Refinancing Term Loans Facility as a new Class or tranche of Term Loans or Revolving Commitments (as applicable) and such other technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrower in connection with the establishment of such Classes or tranches (including to preserve the pro rata treatment of the refinanced and non-refinanced tranchestranches and to provide for the reallocation of participation in outstanding Letters of Credit upon the expiration or termination of the commitments under any Class or tranche), in each case on terms consistent with this Section 2.272.17. Upon effectiveness of any Replacement Revolving Commitments pursuant to this Section 2.17, each Revolving Lender with a Revolving Commitment immediately prior to such effectiveness will automatically and without further act be deemed to have assigned to each Replacement Revolving Lender, and each such Replacement Revolving Lender will automatically and without further act be deemed to have assumed, a portion of such existing Revolving Lender’s participations hereunder in outstanding Letters of Credit such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding participations hereunder in Letters of Credit held by each Revolving Lender (including each such Replacement Revolving Lender) will equal its Applicable Percentage. If, on the date of such effectiveness, there are any Revolving Loans outstanding, such Revolving Loans shall upon the effectiveness of such Replacement Revolving Commitment be prepaid from the proceeds of additional Revolving Loans made hereunder so that Revolving Loans are thereafter held by the Revolving Lenders (including each Replacement Revolving Lender) according to their Applicable Percentage, which prepayment shall be accompanied by accrued interest on the Revolving Loans being prepaid and any costs incurred by any Revolving Lender in accordance with Section 3.05. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence. (e) This Section 2.27 shall supersede any provisions in Section 2.17 or Section 9.08 to the contrary.

Credit Agreement Refinancing Facilities. (a) The Borrower Company may, by written notice to the Administrative Agent from time to time, request (x) Replacement Revolving Commitments to replace all or a portion of any existing Revolving Credit Commitments under a Facility (the “Replaced Revolving Commitments”) in an aggregate amount not to exceed the aggregate amount of the Replaced Revolving Commitments plus any accrued interest, fees, costs and expenses related thereto and (y) Refinancing Term Loans to refinance all or a portion of any existing Class of Term Loans under a Facility (the “Refinanced Term Loans”) in an aggregate principal amount not to exceed the aggregate principal amount of the Refinanced Term Loans plus any accrued interest, fees, costs and expenses related thereto (including any original issue discount or upfront fees). Such notice shall set forth (i) the amount of the applicable Refinanced Term Loans Credit Agreement Refinancing Facility (which shall be in minimum increments of $1,000,000 and a minimum amount of $5,000,000) and ), (ii) the date on which the applicable Additional Credit Extension Amendment Agreement Refinancing Facility is to become effective (which shall not be less than 10 Business Days nor more than 60 days after the date of such notice (or such longer or shorter periods as the Administrative Agent shall agree))) and (iii) whether such Credit Agreement Refinancing Facilities are Replacement Revolving Commitments or Refinancing Term Loans. The Borrower Company may seek Credit Agreement Refinancing Term Loans Facilities from existing Lenders (each of which shall be entitled to agree or decline to participate in its sole discretion) or any Additional additional Lender. (b) It shall be a condition precedent to the effectiveness of each Additional any Credit Extension Amendment Agreement Refinancing Facility and the incurrence of any Refinancing Term Loans thereunder that (i) no Default or Event of Default shall have occurred and be continuing immediately prior to or immediately after giving effect to such Credit Agreement Refinancing Facility or the incurrence of such Refinancing Term Loans, as applicable, (ii) the representations and warranties set forth in Article 3 V and in each other Credit Loan Document shall be true and correct in all material respects on and as of the date such Additional Credit Extension Amendment Agreement Refinancing Facility becomes effective and the Refinancing Term Loans are made, ; (iii) the terms of the Credit Agreement Refinancing Term Loans Facility shall comply with Section 2.27(c2.19(c) and (iv) (x) substantially concurrently with the incurrence of any such Refinancing Term Loans, 100% of the proceeds thereof shall be applied to repay the Refinanced Term Loans (including accrued interest, fees and premiums (if any) payable in connection therewith)) and (y) substantially concurrently with the effectiveness of such Replacement Revolving Credit Commitments, all or an equivalent portion of the Revolving Credit Commitments under the applicable Facility in effect immediately prior to such effectiveness shall be terminated, and all or an equivalent portion of the Revolving Credit Loans then outstanding under such Facility, together with interest thereon and all other amounts accrued for the benefit of the Revolving Credit Lenders under such Facility, shall be repaid or paid. (c) The terms of any Credit Agreement Refinancing Term Loans Facility shall be determined by the Borrower Company, the Administrative Agent and the applicable lenders providing such Credit Agreement Refinancing Term Loans Facility Lenders and set forth in an Additional Credit Extension Amendment; provided that (i) the final maturity date of any Refinancing Term Loans or Replacement Revolving Commitments shall not be earlier than 91 days after the maturity or termination date of the applicable Refinanced Term LoansLoans or Replaced Revolving Commitments, respectively, (ii) (A) there shall be no scheduled amortization of the Weighted Average Life Replacement Revolving Commitments and (B) the weighted average life to Maturity maturity of the Refinancing Term Loans shall be no shorter than the remaining Weighted Average Life weighted average life to Maturity maturity of the Refinanced Term Loans, (iii) the Credit Agreement Refinancing Term Loans Facilities will rank pari passu in right of payment and of security with the Revolving Credit Loans and the Term Loans, Loans and none of the obligors or guarantors with respect thereto shall be a Person that is not a Credit Loan Party, and such Refinancing Term Loans shall not be secured by any assets other than the Collateral, (iv) the Refinancing Term Loans may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments or commitment reductions hereunder, as specified in the applicable Additional Credit Extension Amendment, (v) the interest rate margin, rate floors, fees, original issue discount and premiums applicable to the Credit Agreement Refinancing Term Loans Facilities shall be determined by the Borrower Company and the applicable lenders providing such Credit Agreement Refinancing Term Loans Facility Lenders and (viv) to the extent the terms of the Credit Agreement Refinancing Facilities are inconsistent with the terms set forth herein (except as set forth in clause (i) through (viv) above), such terms shall be reasonably satisfactory to the Administrative Agent. (d) In connection with any Credit Agreement Refinancing Term Loans incurred Facility pursuant to this Section 2.272.19, the BorrowerBorrowers, the Administrative Agent and each applicable Lender or Additional Credit Agreement Refinancing Facility Lender shall execute and deliver to the Administrative Agent an Additional Credit Extension Amendment and such other documentation as the Administrative Agent shall reasonably specify to evidence such Credit Agreement Refinancing Term LoansFacilities. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Additional Credit Extension Amendment. Any Additional Credit Extension Amendment may, without the consent of any other LendersLender, effect such amendments to this Agreement and the other Credit Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the BorrowerCompany, to effect the provisions of this Section 2.272.19, including any amendments necessary to establish the applicable Credit Agreement Refinancing Term Loans Facility as a new Class or tranche of Term Loans or Revolving Credit Commitments (as applicable) and such other technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrower Company in connection with the establishment of such Classes or tranches (including to preserve the pro rata treatment of the refinanced and non-refinanced tranchestranches and to provide for the reallocation of participation in outstanding Letters of Credit and Swing Line Loans upon the expiration or termination of the commitments under any tranche), in each case on terms consistent with this Section 2.272.19. The Administrative Agent Upon effectiveness of any Replacement Revolving Commitments pursuant to this Section 2.19, each Revolving Credit Lender with a Revolving Credit Commitment under the Replacement Revolving Commitment immediately prior to such effectiveness will automatically and without further act be deemed to have assigned to each applicable Replacement Revolving Lender, and each such Replacement Revolving Lender will automatically and without further act be deemed to have assumed, a portion of such existing Revolving Credit Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to each such deemed assignment and assumption of participations, the Lenders hereby agree that percentage of the minimum borrowing, pro rata borrowing aggregate outstanding participations hereunder in Letters of Credit and pro rata payment requirements contained elsewhere in this Agreement shall not apply Swing Line Loans held by each Revolving Credit Lender (including each such Replacement Revolving Lender) under the Applicable Revolving Credit Facility will equal its Applicable Percentage with respect to the transactions effected pursuant Revolving Credit Loans under such Revolving Credit Facility. If, on the date of such effectiveness, there are any Revolving Credit Loans outstanding under Replacement Revolving Commitment, such Revolving Credit Loans shall upon the effectiveness of such Replacement Revolving Commitment be prepaid from the proceeds of additional Revolving Credit Loans made under such Replacement Revolving Loans so that Revolving Credit Loans are thereafter held by the Revolving Credit Lenders (including each Replacement Revolving Lender) according to their Applicable Percentage under the immediately preceding sentence. (e) This Section 2.27 Applicable Revolving Credit Facility, which prepayment shall supersede be accompanied by accrued interest on the Revolving Credit Loans being prepaid and any provisions costs incurred by any Revolving Credit Lender in Section 2.17 or Section 9.08 to the contrary.accordance with