Common use of Refinancing Amendments Clause in Contracts

Refinancing Amendments. (a) At any time after the Closing Date, the Borrower may obtain, from any Lender or any Additional Lender, Other Term Loans to refinance all or any portion of the applicable Class or Classes of Loans then outstanding under this Agreement which will be made pursuant to Other Term Loan Commitments, pursuant to a Refinancing Amendment; provided that such Other Term Loans (i) may rank equal in priority in right of payment and of security with the other Loans and Commitments hereunder, (ii)(A) will have interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts, original issue discounts and prepayment terms and premiums as may be agreed by the Borrower and the Lenders thereof and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Other Term Loans in addition to any of the items contemplated by the preceding clause (A), in each case, to the extent provided in the applicable Refinancing Amendment, (iii) may have optional prepayment terms (including call protection and prepayment terms and premiums) as may be agreed between the Borrower and the Lenders thereof, (iv) will have a final maturity date no earlier than, and will have a Weighted Average Life to Maturity equal to or greater than, the Loans being refinanced (except by virtue of amortization or prepayment of the Loans prior to the time of such refinancing) and (v) will have such other terms and conditions (other than as provided in foregoing clauses (ii) through (iv)) that are identical in all material respects to, or (taken as a whole) are no more restrictive on the Borrower than those applicable to the Loans being refinanced (provided that such terms shall not be deemed to be “more restrictive” solely as a result of the inclusion in the documentation governing such Other Term Loan Commitments and Other Term Loans of a Previously Absent Financial Maintenance Covenant so long as the Administrative Agent shall be given prompt written notice thereof and this Agreement is amended to include such Previously Absent Financial Maintenance Covenant for the benefit of each Facility); provided, further, that the terms and conditions applicable to such Other Term Loan Commitments and Other Term Loans may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrower and the Lenders thereof and applicable only during periods after the Latest Maturity Date in respect of Term Loans that is in effect immediately prior to the date in respect of the Class of Loans being refinanced that is in effect on the date such Other Term Loan Commitments and Other Term Loans are incurred or obtained. Any Other Term Loans may participate on a pro rata basis or on a less than pro rata basis (but, except as otherwise permitted by this Agreement, not on a greater than pro rata basis) in any mandatory prepayments under Section 2.03(b)(i), (ii) or (iii)(A), as specified in the applicable Refinancing Amendment. In connection with any Refinancing Amendment, the Borrower shall, if reasonably requested by the Administrative Agent, deliver customary reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Other Term Loans are provided with the benefit of the applicable Loan Documents.

Refinancing Amendments. (a) At any time after the Closing Effective Date, the Borrower Borrowers may obtain, from any Lender or any Additional Lender, Other Term Loans to refinance Credit Agreement Refinancing Indebtedness in respect of (i) all or any portion of the applicable Class or Classes of Term Loans then outstanding under this Agreement (which for purposes of this clause (i) will be made pursuant deemed to include any then outstanding Other Term Loan Loans), (ii) all or any portion of the Revolving Loans (or unused Revolving Commitments) under this Agreement (which for purposes of this clause (ii) will be deemed to include any then outstanding Other Revolving Loans and Other Revolving Commitments) and (iii) all or any portion of Incremental Equivalent Debt, in the form of (x) Other Term Loans or Other Term Commitments or (y) Other Revolving Loans or Other Revolving Commitments, as the case may be, in each case pursuant to a Refinancing Amendment; provided that such Other Term Loans Credit Agreement Refinancing Indebtedness (i) may rank equal in priority in right of payment and of security will be unsecured or will be secured by the Collateral on a pari passu or junior basis with the other Loans Secured Obligations (and Commitments hereunderif secured, subject to the terms of a Customary Intercreditor Agreement), (ii)(Aii) will have interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts, original issue discounts such pricing and optional prepayment terms and premiums as may be agreed by the Borrower and the Lenders thereof and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Other Term Loans in addition to any of the items contemplated by the preceding clause (A), in each case, to the extent provided in the applicable Refinancing Amendment, (iii) may have optional prepayment terms (including call protection and prepayment terms and premiums) as may be agreed between the Borrower Borrowers and the Lenders thereof, and (iviii) will have a final maturity date no earlier thanthe Net Proceeds of such Credit Agreement Refinancing Indebtedness shall be applied, and will have a Weighted Average Life substantially concurrently with the incurrence thereof, to Maturity equal to or greater than, the Loans being refinanced (except by virtue of amortization or prepayment of outstanding Term Loans, reduction of Revolving Commitments being so refinanced or the Loans prior prepayment, satisfaction and discharge or redemption of outstanding Incremental Equivalent Debt, as the case may be. The effectiveness of any Refinancing Amendment shall be subject to the time of such refinancing) and (v) will have such other terms and conditions (other than as provided in foregoing clauses (ii) through (iv)) that are identical in all material respects to, or (taken as a whole) are no more restrictive satisfaction on the Borrower than those applicable to the Loans being refinanced (provided that such terms shall not be deemed to be “more restrictive” solely as a result date thereof of the inclusion in the documentation governing such Other Term Loan Commitments and Other Term Loans of a Previously Absent Financial Maintenance Covenant so long conditions as the Administrative Agent shall be given prompt written notice thereof and this Agreement is amended to include such Previously Absent Financial Maintenance Covenant for the benefit of each Facility); provided, further, that the terms and conditions applicable to such Other Term Loan Commitments and Other Term Loans may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrower lenders providing such Credit Agreement Refinancing Indebtedness and the Lenders thereof and applicable only during periods after the Latest Maturity Date in respect of Term Loans that is in effect immediately prior Borrowers and, to the date in respect of the Class of Loans being refinanced that is in effect on the date such Other Term Loan Commitments and Other Term Loans are incurred or obtained. Any Other Term Loans may participate on a pro rata basis or on a less than pro rata basis (but, except as otherwise permitted by this Agreement, not on a greater than pro rata basis) in any mandatory prepayments under Section 2.03(b)(i), (ii) or (iii)(A), as specified in the applicable Refinancing Amendment. In connection with any Refinancing Amendment, the Borrower shall, if extent reasonably requested by the Administrative Agent, deliver customary receipt by the Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Effective Date under Section 4.01 (other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent). Each Class of Credit Agreement Refinancing Indebtedness incurred under this Section 2.20 shall be in an aggregate principal amount that is not less than $5,000,000 and an integral multiple of $1,000,000 in excess thereof (in each case unless the Borrowers and the Administrative Agent otherwise agree). Any Refinancing Amendment may provide for the issuance of Letters of Credit for the account of the Revolving Borrowers, or the provision to the Revolving Borrowers of Swingline Loans, pursuant to any Other Revolving Commitments established thereby, in each case on terms substantially equivalent to the terms applicable to Letters of Credit and Swingline Loans under the Revolving Commitments; provided that no Issuing Bank or Swingline Lender shall be required to act as “issuing bank” or “swingline lender” under any such Refinancing Amendment without its written consent. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans, Other Revolving Loans, Other Revolving Commitments and/or Other Term Commitments). Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the Collateral other Loan Documents as may be reasonably requested by necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrowers, to effect the provisions of this Section 2.20 (including, in order connection with an Incremental Revolving Commitment Increase or Additional/Replacement Revolving Commitments, to ensure reallocate Revolving Exposure on a pro rata basis among the relevant Revolving Lenders). In addition, if so provided in the relevant Refinancing Amendment and with the consent of each Issuing Bank, participations in Letters of Credit expiring on or after the Revolving Maturity Date shall be reallocated from Lenders holding Revolving Commitments to Lenders holding extended revolving commitments in accordance with the terms of such Refinancing Amendment; provided, however, that such Other Term Loans are provided with participation interests shall, upon receipt thereof by the benefit relevant Lenders holding Revolving Commitments, be deemed to be participation interests in respect of such Revolving Commitments and the terms of such participation interests (including, without limitation, the commission applicable Loan Documentsthereto) shall be adjusted accordingly.

Refinancing Amendments. (a) At any time after the Closing Effective Date, the Borrower may obtain, from any Lender or any Additional Lender, Other Term Loans to refinance Credit Agreement Refinancing Indebtedness in respect of (a) all or any portion of the applicable Class or Classes of Term Loans then outstanding under this Agreement (which for purposes of this clause (a) will be made pursuant deemed to include any then outstanding Other Term Loan Loans) or (b) all or any portion of the Revolving Loans (or unused Revolving Commitments) under this Agreement (which for purposes of this clause (b) will be deemed to include any then outstanding Other Revolving Loans and Other Revolving Commitments), which may be in the form of (x) Other Term Loans or Other Term Commitments or (y) Other Revolving Loans or Other Revolving Commitments, as the case may be, in each case pursuant to a Refinancing Amendment; provided that such Other Term Loans Credit Agreement Refinancing Indebtedness (i) may rank equal in priority in right of payment and of security with the other Loans and Commitments hereunder, (ii)(A) will have interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts, original issue discounts such pricing and optional prepayment terms and premiums as may be agreed by the Borrower and the Lenders thereof and/or thereof, (Bii) additional fees and/or premiums may be payable (x) with respect to any Other Revolving Loans or Other Revolving Commitments, will have a maturity date that is not prior to the Lenders providing such maturity date of the Revolving Loans (or unused Revolving Commitments) being refinanced and (y) with respect to any Other Term Loans in addition to any of the items contemplated by the preceding clause (A)or Other Term Commitments, in each case, to the extent provided in the applicable Refinancing Amendment, (iii) may have optional prepayment terms (including call protection and prepayment terms and premiums) as may be agreed between the Borrower and the Lenders thereof, (iv) will have a final maturity date no that is not prior to the earlier than, and will have a Weighted Average Life to Maturity equal to or greater than, of the maturity date of the Term Loans being refinanced (except by virtue of amortization or prepayment of and the Loans prior to Latest Maturity Date at the time of such refinancing, (iii) the proceeds of such Credit Agreement Refinancing Indebtedness shall be applied, substantially concurrently with the incurrence thereof, to the prepayment of outstanding Term Loans or reduction of Revolving Commitments being so refinanced, as the case may be and (viv) will have no Event of Default shall exist or result therefrom; provided that the requirements in this subclause (iv) shall not apply to Credit Agreement Refinancing Indebtedness in respect of all the outstanding Term Loan and Revolving Loans (and unused Revolving Commitments). Each Class of Credit Agreement Refinancing Indebtedness incurred under this Section 2.21 shall be in an aggregate principal amount that is (x) not less than $5,000,000 in the case of Other Term Loans or $5,000,000 in the case of Other Revolving Loans and (y) an integral multiple of $1,000,000 in excess thereof (in each case unless the Borrower and the Administrative Agent otherwise agree). Any Refinancing Amendment may provide for the issuance of Letters of Credit for the account of the Borrower, or the provision to the Borrower of Swingline Loans, pursuant to any Other Revolving Commitments established thereby, in each case on terms substantially equivalent to the terms applicable to Letters of Credit and Swingline Loans under the Revolving Commitments. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans, Other Revolving Loans, Other Revolving Commitments and/or Other Term Commitments). Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other terms Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and conditions (other than as the Borrower, to effect the provisions of this Section. In addition, if so provided in foregoing clauses (ii) through (iv)) that are identical the relevant Refinancing Amendment and with the consent of each Issuing Bank, participations in all material respects toLetters of Credit expiring on or after the Revolving Maturity Date shall be reallocated from Lenders holding Revolving Commitments to Lenders holding extended revolving commitments in accordance with the terms of such Refinancing Amendment; provided, or (taken as a whole) are no more restrictive on the Borrower than those applicable to the Loans being refinanced (provided however, that such terms shall not participation interests shall, upon receipt thereof by the relevant Lenders holding Revolving Commitments, be deemed to be “more restrictive” solely as a result of the inclusion in the documentation governing such Other Term Loan Commitments and Other Term Loans of a Previously Absent Financial Maintenance Covenant so long as the Administrative Agent shall be given prompt written notice thereof and this Agreement is amended to include such Previously Absent Financial Maintenance Covenant for the benefit of each Facility); provided, further, that the terms and conditions applicable to such Other Term Loan Commitments and Other Term Loans may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrower and the Lenders thereof and applicable only during periods after the Latest Maturity Date participation interests in respect of Term Loans that is in effect immediately prior to the date in respect of the Class of Loans being refinanced that is in effect on the date such Other Term Loan Revolving Commitments and Other Term Loans are incurred or obtained. Any Other Term Loans may participate on a pro rata basis or on a less than pro rata basis the terms of such participation interests (butincluding, except as otherwise permitted by this Agreement, not on a greater than pro rata basis) in any mandatory prepayments under Section 2.03(b)(i), (ii) or (iii)(A), as specified in the applicable Refinancing Amendment. In connection with any Refinancing Amendmentwithout limitation, the Borrower shall, if reasonably requested by the Administrative Agent, deliver customary reaffirmation agreements and/or such amendments to the Collateral Documents as may commission applicable thereto) shall be reasonably requested by the Administrative Agent in order to ensure that such Other Term Loans are provided with the benefit of the applicable Loan Documentsadjusted accordingly.

Refinancing Amendments. (a) At any time On one or more occasions after the Closing Date, the Borrower may obtain, from any Lender or any Additional Refinancing Lender, Other Term Loans Indebtedness to refinance or replace all or any portion of the applicable Class Term Loans and the Revolving Credit Loans (or Classes of Loans unused Revolving Credit Commitments) then outstanding under this Agreement (which for all purposes of this clause (a) will be made pursuant deemed to include any then outstanding Other Term Loans, Incremental Term Loans, Other Revolving Credit Commitments or Other Revolving Credit Loans), in the form of Other Term Loans, Other Term Loan Commitments, Other Revolving Credit Commitments, or Other Revolving Credit Loans pursuant to a Refinancing Amendment; provided that such notwithstanding anything to the contrary in this Section 2.16 or otherwise, (i) the Other Term Loans (i) may and Other Revolving Credit Loans shall rank equal in priority pari passu in right of payment and of security with the other Term Loans and Commitments hereunderRevolving Credit Loans, respectively, (ii)(Aii) will have interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts, original issue discounts and prepayment terms and premiums as may be agreed by the Borrower and the Lenders thereof and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Other Term Loans in addition to any of shall not mature earlier than the items contemplated by the preceding clause (A), in each case, Maturity Date with respect to the extent provided in the applicable Refinancing Amendment, (iii) may have optional prepayment terms (including call protection Term Loans being refinanced and prepayment terms and premiums) as may be agreed between the Borrower and the Lenders thereof, (iv) will have a final maturity date no earlier than, and will shall have a Weighted Average Life to Maturity equal not shorter than the remaining Weighted Average Life to Maturity of the Term Loans being refinanced and (iii) the other terms and conditions of such Other Term Loans, Other Revolving Credit Commitments and Other Revolving Loans (excluding pricing, fees, rate floors and optional prepayment or greater redemption terms) shall, taken as a whole, be not materially more favorable to the lenders providing such Other Term Loans, Other Revolving Credit Commitments and Other Revolving Loans, as applicable, than, those applicable to the Term Loans or Revolving Credit Commitments being refinanced (except by virtue of amortization or prepayment of the Loans prior to the time of such refinancing) and (v) will have such other terms and conditions (other than as provided in foregoing clauses (ii) through (iv)) that are identical in all material respects to, or (taken as a whole) are no more restrictive on the Borrower than those applicable to the Loans being refinanced (provided that such terms shall not be deemed to be “more restrictive” solely as a result of the inclusion in the documentation governing such Other Term Loan Commitments and Other Term Loans of a Previously Absent Financial Maintenance Covenant so long as the Administrative Agent shall be given prompt written notice thereof and this Agreement is amended to include such Previously Absent Financial Maintenance Covenant for the benefit of each Facility); provided, further, that the terms and conditions applicable to such Other Term Loan Commitments and Other Term Loans may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrower and the Lenders thereof and applicable only during to periods after the Latest Maturity Date in respect of Term Loans that is in effect immediately prior to the date in respect of the Class of Loans being refinanced that is in effect on the date such Other Term Loan Commitments and Other Term Loans are incurred or obtained. Any Other Term Loans may participate on a pro rata basis or on a less than pro rata basis (but, except as otherwise permitted by this Agreement, not on a greater than pro rata basis) in any mandatory prepayments under Section 2.03(b)(iDate), (ii) or (iii)(A), as specified in the applicable Refinancing Amendment. In connection with any Refinancing Amendment, the Borrower shall, if reasonably requested by the Administrative Agent, deliver customary reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Other Term Loans are provided with the benefit of the applicable Loan Documents.

Refinancing Amendments. In addition, notwithstanding Sections 10.5(a), (ab) At any time after and (c), this Agreement may be amended with the Closing Date, the Borrower may obtain, from any Lender or any Additional Lender, Other Term Loans to refinance all or any portion written consent of the applicable Class or Classes of Loans then outstanding under this Agreement which will be made pursuant to Other Term Loan CommitmentsAdministrative Agent, pursuant to a Refinancing Amendment; provided that such Other Term Loans (i) may rank equal in priority in right of payment and of security with the other Loans and Commitments hereunder, (ii)(A) will have interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts, original issue discounts and prepayment terms and premiums as may be agreed by the Borrower and the Lenders thereof and/or providing the Replacement Term Loans (Bas defined below) additional fees and/or premiums may to permit the refinancing of any portion of the outstanding Term Loans (“Refinanced Term Loans”) with a replacement term loan (“Replacement Term Loans”) hereunder; provided that (i) the aggregate principal amount of such Replacement Term Loans shall not exceed the aggregate principal amount of such Refinanced Term Loans, (ii) the Applicable Margin with respect to such Replacement Term Loans (or similar interest rate spread applicable to such Replacement Term Loans) shall not be payable higher than the Applicable Margin for such Refinanced Term Loans (or similar interest rate spread applicable to such Refinanced Term Loans) immediately prior to such refinancing plus 0.50% per annum, (iii) the Weighted Average Life to Maturity of such Replacement Term Loans shall not be shorter than the Weighted Average Life to Maturity of such Refinanced Term Loans at the time of such refinancing (except to the extent of nominal amortization for periods where amortization has been eliminated as a result of prepayment of the Term Loans) and (iv) all other terms applicable to such Replacement Term Loans shall be substantially identical to, or less favorable to the Lenders providing such Other Replacement Term Loans in addition than, those applicable to any of the items contemplated by the preceding clause (A)such Refinanced Term Loans, in each case, except to the extent provided in necessary to provide for covenants and other terms applicable to any period after the applicable Refinancing Amendment, (iii) may have optional prepayment terms (including call protection and prepayment terms and premiums) as may be agreed between the Borrower and the Lenders thereof, (iv) will have a latest final maturity date no earlier than, and will have a Weighted Average Life to Maturity equal to or greater than, the Loans being refinanced (except by virtue of amortization or prepayment of the Loans prior to the time of such refinancing) and (v) will have such other terms and conditions (other than as provided in foregoing clauses (ii) through (iv)) that are identical in all material respects to, or (taken as a whole) are no more restrictive on the Borrower than those applicable to the Loans being refinanced (provided that such terms shall not be deemed to be “more restrictive” solely as a result of the inclusion in the documentation governing such Other Term Loan Commitments and Other Term Loans of a Previously Absent Financial Maintenance Covenant so long as the Administrative Agent shall be given prompt written notice thereof and this Agreement is amended to include such Previously Absent Financial Maintenance Covenant for the benefit of each Facility); provided, further, that the terms and conditions applicable to such Other Term Loan Commitments and Other Term Loans may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrower and the Lenders thereof and applicable only during periods after the Latest Maturity Date in respect of Term Loans that is in effect immediately prior to the date in respect of the Class of Loans being refinanced that is in effect on the date such Other Term Loan Commitments and Other Term Loans are incurred or obtained. Any Other Term Loans may participate on a pro rata basis or on a less than pro rata basis (but, except as otherwise permitted by this Agreement, not on a greater than pro rata basis) in any mandatory prepayments under Section 2.03(b)(i), (ii) or (iii)(A), as specified in the applicable Refinancing Amendment. In connection with any Refinancing Amendment, the Borrower shall, if reasonably requested by the Administrative Agent, deliver customary reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Other Term Loans are provided with the benefit of the applicable Loan Documentsrefinancing.

Refinancing Amendments. (a) At any time after the Closing Effective Date, the Parent Borrower may obtain, from any Lender or any Additional Lender, Other Term Loans to refinance Credit Agreement Refinancing Indebtedness in respect of (a) all or any portion of the applicable Class or Classes of Term Loans then outstanding under this Agreement (which for purposes of this clause (a) will be made pursuant deemed to include any then outstanding Other Term Loan Loans) or (b) all or any portion of the Revolving Loans (or unused Revolving Commitments) under this Agreement (which for purposes of this clause (b) will be deemed to include any then outstanding Other Revolving Loans and Other Revolving Commitments), in the form of (x) Other Term Loans or Other Term Commitments or (y) Other Revolving Loans or Other Revolving Commitments, as the case may be, in each case pursuant to a Refinancing Amendment; provided that such Other Term Loans Credit Agreement Refinancing Indebtedness (i) may rank equal in priority in right of payment and of security with the other Loans and Commitments hereunder, (ii)(A) will have interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts, original issue discounts such pricing and optional prepayment terms and premiums as may be agreed by the Borrower and the Lenders thereof and/or thereof, (Bii) additional fees and/or premiums may be payable (x) with respect to any Other Revolving Loans or Other Revolving Commitments, will have a maturity date that is not prior to the Lenders providing such maturity date of Revolving Loans (or unused Revolving Commitments) being refinanced and (y) with respect to any Other Term Loans or Other Term Commitments, will have a maturity date that is not prior to the maturity date of the Term Loans being refinanced, (iii) the proceeds of such Credit Agreement Refinancing Indebtedness shall be applied, substantially concurrently with the incurrence thereof, to the prepayment of outstanding Term Loans or reduction of Revolving Commitments being so refinanced, as the case may be and (iv) which is in addition the form of Other Term Loans or Other Term Commitments obtained in respect of a portion of the Term Loans then outstanding under this Agreement (which for purposes of this clause (iv) will be deemed to include any then outstanding Other Term Loans), shall have interest rate margins, rate floors, fees, premiums, funding, discounts and amortization schedules to be determined by the Borrowers and the applicable lenders with respect to the holders of such Credit Agreement Refinancing Indebtedness and in the event that the yield on any such Credit Agreement Refinancing Indebtedness is higher than the yield for the Term Loans by more than 50 basis points, then the yield for the Term Loans shall be increased to the extent necessary so that such yield is equal to the yield for such Credit Agreement Refinancing Indebtedness minus 50 basis points; provided, that, in determining the yield applicable to such Credit Agreement Refinancing Indebtedness and the Term Loans (x) OID or upfront fees (which shall be deemed to constitute like amounts of OID) payable by the Borrowers to the Term Lenders or any Additional Lenders in the initial primary syndication thereof shall be included (with OlD being equated to interest based on assumed four-year life to maturity), (y) customary arrangement or commitment fees payable to any of the items contemplated by Joint Bookrunners (or their respective affiliates) in connection with this Agreement or to one or more arrangers (or their affiliates) of such Credit Agreement Refinancing Indebtedness shall be excluded and (z) if such Credit Agreement Refinancing Indebtedness includes an interest rate floor greater than the preceding clause (A)interest rate floor applicable to the Term Loans, in each casesuch increased amount shall be equated to interest margin for purposes of determining whether an increase to the applicable interest margin for the Term Loans shall be required, to the extent provided an increase in the applicable Refinancing Amendment, (iii) may have optional prepayment terms (including call protection and prepayment terms and premiums) as may be agreed between interest rate floor in the Borrower and Term Loans would cause an increase in the Lenders thereof, (iv) will have a final maturity date no earlier thaninterest rate then in effect, and will have a Weighted Average Life to Maturity equal to or greater than, in such case the Loans being refinanced interest rate floor (except by virtue of amortization or prepayment of but not the Loans prior to the time of such refinancinginterest rate margin) and (v) will have such other terms and conditions (other than as provided in foregoing clauses (ii) through (iv)) that are identical in all material respects to, or (taken as a whole) are no more restrictive on the Borrower than those applicable to the Loans being refinanced (provided that such terms shall not be deemed to be “more restrictive” solely as a result of the inclusion in the documentation governing such Other Term Loan Commitments and Other Term Loans of a Previously Absent Financial Maintenance Covenant so long as the Administrative Agent shall be given prompt written notice thereof and this Agreement is amended to include increased by such Previously Absent Financial Maintenance Covenant for the benefit of each Facility)increased amount; provided, further, provided further that the terms and conditions applicable to such Other Term Loan Commitments and Other Term Loans Credit Agreement Refinancing Indebtedness may provide for any additional or different financial or other covenants or other provisions that are agreed between the Parent Borrower and the Lenders thereof and applicable only during periods after the Latest Maturity Date in respect of Term Loans that is in effect immediately prior to the date in respect of the Class of Loans being refinanced that is in effect on the date such Other Term Loan Commitments and Other Term Loans are Credit Agreement Refinancing Indebtedness is issued, incurred or obtained. Any Other Term Loans may participate on a pro rata basis or on a less than pro rata basis (but, except as otherwise permitted by this Agreement, not on a greater than pro rata basis) in any mandatory prepayments under Section 2.03(b)(i), (ii) or (iii)(A), as specified in the applicable Refinancing Amendment. In connection with The effectiveness of any Refinancing AmendmentAmendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 and, to the Borrower shall, if extent reasonably requested by the Administrative Agent, deliver customary receipt by the Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Effective Date under Section 4.01 (other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent). Each Class of Credit Agreement Refinancing Indebtedness incurred under this Section 2.21 shall be in an aggregate principal amount that is (x) not less than $10,000,000 in the case of Other Term Loans or $10,000,000 in the case of Other Revolving Loans and (y) an integral multiple of $1,000,000 in excess thereof. Any Refinancing Amendment may provide for the issuance of Letters of Credit for the account of the Parent Borrower, or the provision to the Parent Borrower of Swingline Loans, pursuant to any Other Revolving Commitments established thereby, in each case on terms substantially equivalent to the terms applicable to Letters of Credit and Swingline Loans under the Revolving Commitments. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans, Other Revolving Loans, Other Revolving Commitments and/or Other Term Commitments). Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the Collateral other Loan Documents as may be reasonably requested by necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Parent Borrower, to effect the provisions of this Section. In addition, if so provided in order the relevant Refinancing Amendment and with the consent of each Issuing Bank, participations in Letters of Credit expiring on or after the Revolving Maturity Date shall be reallocated from Lenders holding Revolving Commitments to ensure Lenders holding extended revolving commitments in accordance with the terms of such Refinancing Amendment; provided, however, that such Other Term Loans are provided with participation interests shall, upon receipt thereof by the benefit relevant Lenders holding Revolving Commitments, be deemed to be participation interests in respect of such Revolving Commitments and the terms of such participation interests (including, without limitation, the commission applicable Loan Documentsthereto) shall be adjusted accordingly.

Refinancing Amendments. (a) At any time after the Closing Effective Date, the Parent Borrower may obtain, from any Lender or any Additional Lender, Other Term Loans to refinance Credit Agreement Refinancing Indebtedness in respect of (a) all or any portion of the applicable Class or Classes of Term Loans then outstanding under this Agreement (which for purposes of this clause (a) will be made pursuant deemed to include any then outstanding Other Term Loan Loans) or (b) all or any portion of the Revolving Loans (or unused Revolving Commitments) under this Agreement (which for purposes of this clause (b) will be deemed to include any then outstanding Other Revolving Loans and Other Revolving Commitments), in the form of (x) Other Term Loans or Other Term Commitments or (y) Other Revolving Loans or Other Revolving Commitments, as the case may be, in each case pursuant to a Refinancing Amendment; provided that such Other Term Loans Credit Agreement Refinancing Indebtedness (i) may rank equal in priority in right of payment and of security with the other Loans and Commitments hereunder, (ii)(A) will have interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts, original issue discounts such pricing and optional prepayment terms and premiums as may be agreed by the Borrower and the Lenders thereof and/or thereof, (Bii) additional fees and/or premiums may be payable (x) with respect to any Other Revolving Loans or Other Revolving Commitments, will have a maturity date that is not prior to the Lenders providing such maturity date of Revolving Loans (or unused Revolving Commitments) being refinanced and (y) with respect to any Other Term Loans in addition or Other Term Commitments, will have a maturity date that is not prior to any the maturity date of the items contemplated by Term Loans being refinanced, and (iii) the preceding clause (A)proceeds of such Credit Agreement Refinancing Indebtedness shall be applied, in each casesubstantially concurrently with the incurrence thereof, to the extent provided in the applicable Refinancing Amendment, (iii) may have optional prepayment terms (including call protection and prepayment terms and premiums) as may be agreed between the Borrower and the Lenders thereof, (iv) will have a final maturity date no earlier than, and will have a Weighted Average Life to Maturity equal to or greater than, the Loans being refinanced (except by virtue of amortization or prepayment of the Loans prior to the time of such refinancing) and (v) will have such other terms and conditions (other than as provided in foregoing clauses (ii) through (iv)) that are identical in all material respects to, or (taken as a whole) are no more restrictive on the Borrower than those applicable to the Loans being refinanced (provided that such terms shall not be deemed to be “more restrictive” solely as a result of the inclusion in the documentation governing such Other Term Loan Commitments and Other outstanding Term Loans or reduction of a Previously Absent Financial Maintenance Covenant Revolving Commitments being so long refinanced, as the Administrative Agent shall be given prompt written notice thereof and this Agreement is amended to include such Previously Absent Financial Maintenance Covenant for the benefit of each Facility)case may be; provided, further, provided further that the terms and conditions applicable to such Other Term Loan Commitments and Other Term Loans Credit Agreement Refinancing Indebtedness may provide for any additional or different financial or other covenants or other provisions that are agreed between the Parent Borrower and the Lenders thereof and applicable only during periods after the Latest Maturity Date in respect of Term Loans that is in effect immediately prior to the date in respect of the Class of Loans being refinanced that is in effect on the date such Other Term Loan Commitments and Other Term Loans are Credit Agreement Refinancing Indebtedness is issued, incurred or obtained. Any Other Term Loans may participate on a pro rata basis or on a less than pro rata basis (but, except as otherwise permitted by this Agreement, not on a greater than pro rata basis) in any mandatory prepayments under Section 2.03(b)(i), (ii) or (iii)(A), as specified in the applicable Refinancing Amendment. In connection with The effectiveness of any Refinancing AmendmentAmendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 and, to the Borrower shall, if extent reasonably requested by the Administrative Agent, deliver customary receipt by the Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Effective Date under Section 4.01 (other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent). Each Class of Credit Agreement Refinancing Indebtedness incurred under this Section 2.21 shall be in an aggregate principal amount that is (x) not less than $10,000,000 in the case of Other Term Loans or $10,000,000 in the case of Other Revolving Loans and (y) an integral multiple of $1,000,000 in excess thereof. Any Refinancing Amendment may provide for the issuance of Letters of Credit for the account of the Parent Borrower, or the provision to the Parent Borrower of Swingline Loans, pursuant to any Other Revolving Commitments established thereby, in each case on terms substantially equivalent to the terms applicable to Letters of Credit and Swingline Loans under the Revolving Commitments. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans, Other Revolving Loans, Other Revolving Commitments and/or Other Term Commitments). Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the Collateral other Loan Documents as may be reasonably requested by necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Parent Borrower, to effect the provisions of this Section. In addition, if so provided in order the relevant Refinancing Amendment and with the consent of each Issuing Bank, participations in Letters of Credit expiring on or after the Revolving Maturity Date shall be reallocated from Lenders holding Revolving Commitments to ensure Lenders holding extended revolving commitments in accordance with the terms of such Refinancing Amendment; provided, however, that such Other Term Loans are provided with participation interests shall, upon receipt thereof by the benefit relevant Lenders holding Revolving Commitments, be deemed to be participation interests in respect of such Revolving Commitments and the terms of such participation interests (including, without limitation, the commission applicable Loan Documentsthereto) shall be adjusted accordingly.

Refinancing Amendments. (a1) At any time after the Closing Date, the Borrower may obtain, from any Lender or any Additional LenderLender (it being understood that (i) no Lender shall be required to provide any Other Loan without its consent, (ii) Affiliated Lenders may not provide Other Revolving Commitments and (iii) Other Term Loans provided by Affiliated Lenders shall be subject to the limitations set forth in Section 10.07(h)), Other Term Loans to refinance all or any portion of the applicable Class or Classes of Loans then outstanding under this Agreement which will be made pursuant to Other Term Loan Commitments, in the case of Other Term Loans, and pursuant to Other Revolving Commitments, in the case of Other Revolving Loans, in each case pursuant to a Refinancing Amendment; provided that such Other Term Loans and Other Revolving Commitments (i) may shall rank equal in priority in right of payment and of security with the other Loans and Commitments hereunder, (ii)(Aii) will shall be unsecured or rank pari passu (without regard to the control of remedies) or junior in right of security with any First Lien Obligations under this Agreement and, if secured on a junior basis, shall be subject to an applicable Intercreditor Agreement(s), (iii) if secured, shall not be secured by any property or assets of the Borrower or any Restricted Subsidiary other than the Collateral, (iv) shall not at any time be guaranteed by any Subsidiary of the Borrower other than Subsidiaries that are Guarantors, (v)(A) shall have interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts, original issue discounts and prepayment terms and premiums as may be agreed by the Borrower and the Lenders thereof and/or (B) may provide for additional fees and/or premiums may be payable to the Lenders providing such Other Term Loans in addition to any of the items contemplated by the preceding clause (A), in each case, to the extent provided in the applicable Refinancing Amendment, (iiivi) may have optional prepayment terms (including call protection and prepayment terms and premiums) as may be agreed between the Borrower and the Lenders thereof, (ivvii) will have a final maturity date no earlier than, and and, in the case of Other Term Loans, will have a Weighted Average Life to Maturity equal to or greater than, the Term Loans or Revolving Commitments being refinanced (except by virtue of amortization or prepayment of the Loans prior to the time of such refinancing) and (vviii) will have such other terms and conditions (other than as provided in foregoing clauses (ii) through (ivvii)) that are identical in all material respects toeither, or at the option of the Borrower, (1) reflect market terms and conditions (taken as a whole) are no at the time of incurrence of such Other Loans or Other Revolving Commitments (as determined by the Borrower in good faith) or (2) if otherwise not consistent with the terms of such Class of Loans or Commitments being refinanced, not be materially more restrictive on to the Borrower (as determined by the Borrower in good faith), when taken as a whole, than those the terms of such Class of Loans or Commitments being refinanced, except in the case of clauses (1) and (2) to the extent necessary to provide for (x) covenants and other terms applicable to any period after the Latest Maturity Date of the Loans being refinanced in effect immediately prior to such refinancing or (y) subject to the immediately succeeding proviso, a Previously Absent Financial Maintenance Covenant; provided that that, notwithstanding anything to the contrary contained herein, (I) if any such terms shall not be deemed to be “more restrictive” solely as a result of the inclusion in the documentation governing such Other Term Loan Commitments and Other Term Loans of contain a Previously Absent Financial Maintenance Covenant so long as that is in effect prior to the Administrative Agent shall be given prompt written notice thereof and this Agreement is amended to include applicable Latest Maturity Date, such Previously Absent Financial Maintenance Covenant shall be included for the benefit of each Facility); provided, further, that the Facility and (II) if any such terms and conditions applicable to such Other Term Loan Commitments and Other Term Loans may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrower and the Lenders thereof and applicable only during periods after the Latest Maturity Date in respect of Term Loans that is in effect immediately prior to the date in respect of the Other Revolving Commitments contain a Previously Absent Financial Maintenance Covenant, such Previously Absent Financial Maintenance Covenant shall be included for the benefit of each Class of Loans being refinanced that is in effect on the date such Other Term Loan Commitments and Other Term Loans are incurred or obtainedRevolving Commitments. Any Other Term Loans may participate on a pro rata basis or on a basis, less than a pro rata basis or greater than a pro rata basis in any mandatory prepayments of Term Loans hereunder (butexcept that, except as unless otherwise permitted by under this Agreement, not Agreement or unless the Class of Term Loans being refinanced was so entitled to participate on a greater than a pro rata basis) basis in such mandatory prepayments, such Other Term Loans may not participate on a greater than a pro rata basis as compared to any earlier maturing Class of Term Loans constituting First Lien Obligations in any mandatory prepayments under Section 2.03(b)(i2.05(2)(a), (iib) or and (iii)(Ad)(i)), as specified in the applicable Refinancing Amendment. All Other Revolving Commitments shall provide that all borrowings under the applicable Revolving Commitments and repayments thereunder shall be made on a pro rata basis (except for (1) payments of interest and fees at different rates on Other Revolving Commitments (and related outstanding Other Revolving Loans), (2) repayments required upon the Maturity Date of the Revolving Commitments, (3) repayments made in connection with any refinancing of Revolving Commitments and (4) repayment made in connection with a permanent repayment and termination of Commitments). In connection with any Refinancing Amendment, the Borrower shall, if reasonably requested by the Administrative Agent, deliver customary reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Other Term Loans or Other Revolving Commitments are provided with the benefit of the applicable Loan Documents.

Refinancing Amendments. (a) At any time On one or more occasions after the Closing Date, the Borrower may obtain, from any Lender or any other bank, financial institution or other institutional lender or investor that agrees to provide any portion of Refinancing Term Loans or Other Revolving Credit Commitments pursuant to a Refinancing Amendment in accordance with this Section 2.15 (each, an “Additional Refinancing Lender”) (provided that (i) the Administrative Agent, each Swing Line Lender and each L/C Issuer shall have consented (not to be unreasonably withheld or delayed) to such Lender’s or Additional Refinancing Lender’s making such Refinancing Term Loans or providing such Other Revolving Credit Commitments to the extent such consent, if any, would be required under Section 10.07(b) for an assignment of Loans or Revolving Credit Commitments, as applicable, to such Lender or Additional Refinancing Lender, Other (ii) with respect to Refinancing Term Loans, any Affiliated Lender providing Refinancing Term Loans shall be subject to refinance the same restrictions set forth in Section 10.07(l) as they would otherwise be subject to with respect to any purchase by or assignment to such Affiliated Lender of Term Loans and (iii) Affiliated Lenders may not provide Other Revolving Credit Commitments), Credit Agreement Refinancing Indebtedness in respect of all or any portion of the applicable any Class of Term Loans or Classes of Revolving Credit Loans (or unused Revolving Credit Commitments) then outstanding under this Agreement which will be made pursuant to Other Agreement, in the form of Refinancing Term Loan Loans, Refinancing Term Commitments, Other Revolving Credit Commitments, or Other Revolving Credit Loans pursuant to a Refinancing Amendment; provided that such Other Term Loans (i) may rank equal notwithstanding anything to the contrary in priority in right of payment and of security with the other Loans and Commitments hereunderthis Section 2.15 or otherwise, (ii)(A1) will have the borrowing and repayment (except for (A) payments of interest and fees at different rates on Other Revolving Credit Commitments (including through fixed interest ratesand related outstandings), interest margins, rate floors, upfront fees, funding discounts, original issue discounts and prepayment terms and premiums as may be agreed by the Borrower and the Lenders thereof and/or (B) additional fees and/or premiums may be payable to repayments required upon the Lenders providing such Other Term Loans in addition to any maturity date of the items contemplated by the preceding Other Revolving Credit Commitments and (C) repayment made in connection with a permanent repayment and termination of commitments (subject to clause (A), in each case, to the extent provided in the applicable Refinancing Amendment, (iii3) may have optional prepayment terms (including call protection and prepayment terms and premiums) as may be agreed between the Borrower and the Lenders thereof, (iv) will have a final maturity date no earlier than, and will have a Weighted Average Life to Maturity equal to or greater than, the Loans being refinanced (except by virtue of amortization or prepayment of the Loans prior to the time of such refinancing) and (v) will have such other terms and conditions (other than as provided in foregoing clauses (ii) through (ivbelow)) that are identical in all material respects to, or (taken as a whole) are no more restrictive on of Loans with respect to Other Revolving Credit Commitments after the Borrower than those applicable to the Loans being refinanced (provided that such terms shall not be deemed to be “more restrictive” solely as a result date of the inclusion in the documentation governing such obtaining any Other Term Loan Revolving Credit Commitments and Other Term Loans of a Previously Absent Financial Maintenance Covenant so long as the Administrative Agent shall be given prompt written notice thereof and this Agreement is amended to include such Previously Absent Financial Maintenance Covenant for the benefit of each Facility); provided, further, that the terms and conditions applicable to such Other Term Loan Commitments and Other Term Loans may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrower and the Lenders thereof and applicable only during periods after the Latest Maturity Date in respect of Term Loans that is in effect immediately prior to the date in respect of the Class of Loans being refinanced that is in effect on the date such Other Term Loan Commitments and Other Term Loans are incurred or obtained. Any Other Term Loans may participate made on a pro rata basis with all other Revolving Credit Commitments, (2) subject to the provisions of Section 2.03(n) and Section 2.04(g) to the extent dealing with Swing Line Loans and Letters of Credit which mature or expire after a maturity date when there exist Other Revolving Credit Commitments with a longer maturity date, all Swing Line Loans and Letters of Credit shall be participated on a less than pro rata basis by all Lenders with Commitments in accordance with their percentage of the Revolving Credit Commitments (but, and except as otherwise permitted by this Agreementprovided in Section 2.03(n) and Section 2.04(g), not without giving effect to changes thereto on a greater than pro rata basis) in any mandatory prepayments under Section 2.03(b)(ian earlier maturity date with respect to Swing Line Loans and Letters of Credit theretofore incurred or issued), (ii3) or (iii)(A)the permanent repayment of Revolving Credit Loans with respect to, as specified in and termination of, Other Revolving Credit Commitments after the applicable Refinancing Amendment. In connection date of obtaining any Other Revolving Credit Commitments shall be made on a pro rata basis with any Refinancing Amendmentall other Revolving Credit Commitments, except that the Borrower shall, if reasonably requested shall be permitted to permanently repay and terminate commitments of any such Class on a better than a pro rata basis as compared to any other Class with a later maturity date than such Class and (4) assignments and participations of Other Revolving Credit Commitments and Other Revolving Credit Loans shall be governed by the Administrative Agent, deliver customary reaffirmation agreements and/or such amendments same assignment and participation provisions applicable to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Other Term Loans are provided with the benefit of the applicable Loan DocumentsRevolving Credit Commitments and Revolving Credit Loans.

Refinancing Amendments. (a) At any time On one or more occasions after the Closing Date, the Borrower may obtain, from any Lender or any other bank, financial institution or other institutional lender or investor that agrees to provide any portion of Refinancing Term Loans or Other Revolving Credit Commitments pursuant to a Refinancing Amendment in accordance with this Section 2.15 (each, an “Additional Refinancing Lender”) (provided that (i) solely with respect to Other Revolving Credit Commitments, the Administrative Agent, each Swing Line Lender and each L/C Issuer, if applicable, shall have consented (not to be unreasonably withheld or delayed) to such Lender’s or Additional Refinancing Lender’s providing such Other Revolving Credit Commitments to the extent such consent, if any, would be required under Section 10.07(b) for an assignment of Revolving Credit Commitments to such Lender or Additional Refinancing Lender, Other (ii) with respect to Refinancing Term Loans, any Affiliated Lender providing Refinancing Term Loans shall be subject to refinance the same restrictions set forth in Section 10.07(l) as they would otherwise be subject to with respect to any purchase by or assignment to such Affiliated Lender of Term Loans and (iii) Affiliated Lenders may not provide Other Revolving Credit Commitments), Credit Agreement Refinancing Indebtedness in respect of all or any portion of any Class, as selected by the applicable Class Borrower in its sole discretion, of Term Loans or Classes of Revolving Credit Loans (or unused Commitments in respect thereof) then outstanding under this Agreement which will be made pursuant to Other Agreement, in the form of Refinancing Term Loan Loans, Refinancing Term Commitments, Other Revolving Credit Commitments, or Other Revolving Credit Loans pursuant to a Refinancing Amendment; provided that such Other Term Loans (i) may rank equal notwithstanding anything to the contrary in priority in right of payment and of security with the other Loans and Commitments hereunderthis Section 2.15 or otherwise, (ii)(A1) will have the borrowing and repayment (except for (A) payments of interest and fees at different rates on Other Revolving Credit Commitments (including through fixed interest ratesand related outstandings), interest margins, rate floors, upfront fees, funding discounts, original issue discounts and prepayment terms and premiums as may be agreed by the Borrower and the Lenders thereof and/or (B) additional fees and/or premiums may be payable to repayments required upon the Lenders providing such Other Term Loans in addition to any maturity date of the items contemplated by the preceding Other Revolving Credit Commitments and (C) repayment made in connection with a permanent repayment and termination of commitments (subject to clause (A), in each case, to the extent provided in the applicable Refinancing Amendment, (iii3) may have optional prepayment terms (including call protection and prepayment terms and premiums) as may be agreed between the Borrower and the Lenders thereof, (iv) will have a final maturity date no earlier than, and will have a Weighted Average Life to Maturity equal to or greater than, the Loans being refinanced (except by virtue of amortization or prepayment of the Loans prior to the time of such refinancing) and (v) will have such other terms and conditions (other than as provided in foregoing clauses (ii) through (ivbelow)) that are identical in all material respects to, or (taken as a whole) are no more restrictive on of Loans with respect to Other Revolving Credit Commitments after the Borrower than those applicable to the Loans being refinanced (provided that such terms shall not be deemed to be “more restrictive” solely as a result date of the inclusion in the documentation governing such obtaining any Other Term Loan Revolving Credit Commitments and Other Term Loans of a Previously Absent Financial Maintenance Covenant so long as the Administrative Agent shall be given prompt written notice thereof and this Agreement is amended to include such Previously Absent Financial Maintenance Covenant for the benefit of each Facility); provided, further, that the terms and conditions applicable to such Other Term Loan Commitments and Other Term Loans may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrower and the Lenders thereof and applicable only during periods after the Latest Maturity Date in respect of Term Loans that is in effect immediately prior to the date in respect of the Class of Loans being refinanced that is in effect on the date such Other Term Loan Commitments and Other Term Loans are incurred or obtained. Any Other Term Loans may participate made on a pro rata basis with all other Revolving Credit Commitments, (2) subject to the provisions of Section 2.03(n) and Section 2.04(g) to the extent dealing with Swing Line Loans and Letters of Credit which mature or expire after a maturity date when there exist Other Revolving Credit Commitments with a longer maturity date, all Swing Line Loans and Letters of Credit shall be participated on a less than pro rata basis by all Lenders with Commitments in accordance with their percentage of the Commitments in respect of Revolving Credit Loans (but, and except as otherwise permitted by this Agreementprovided in Section 2.03(n) and Section 2.04(g), not without giving effect to changes thereto on a greater than pro rata basis) in any mandatory prepayments under Section 2.03(b)(ian earlier maturity date with respect to Swing Line Loans and Letters of Credit theretofore incurred or issued), (ii3) or (iii)(A)the permanent repayment of Revolving Credit Loans with respect to, as specified and termination of, Other Revolving Credit Commitments after the date of obtaining any Other Revolving Credit Commitments shall be made on a pro rata basis with all other Commitments in the applicable Refinancing Amendment. In connection with any Refinancing Amendmentrespect of Revolving Credit Loans, except that the Borrower shall, if reasonably requested shall be permitted to permanently repay and terminate commitments of any such Class on a better than a pro rata basis as compared to any other Class with a later maturity date than such Class and (4) assignments and participations of Other Revolving Credit Commitments and Other Revolving Credit Loans shall be governed by the Administrative Agent, deliver customary reaffirmation agreements and/or such amendments same assignment and participation provisions applicable to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Other Term Loans are provided with the benefit of the applicable Loan DocumentsRevolving Credit Commitments and Revolving Credit Loans.

Refinancing Amendments. (a) At any time after the Closing Date, the Borrower may obtain, from any Lender or any Additional Lender, Other Term Loans to refinance Credit Agreement Refinancing Indebtedness in respect of (i) all or any portion of the applicable Class or Classes of Term Loans then outstanding under this Agreement which (which, for purposes of this clause (i), will be made pursuant deemed to include any then outstanding Other Term Loan Loans) or (ii) all or any portion of the Revolving Loans (or unused Revolving Commitments) under this Agreement (which, for purposes of this clause (ii), will be deemed to include any then outstanding Other Revolving Loans and Other Revolving Commitments), in the form of (x) Other Term Loans or Other Term Commitments or (y) Other Revolving Loans or Other Revolving Commitments, as the case may be, in each case pursuant to a Refinancing Amendment; provided that such Other Term Loans Credit Agreement Refinancing Indebtedness (i) may will be unsecured or will rank equal in priority pari passu or junior in right of payment and of security with the other Loans and Commitments hereunder, (ii)(Aii) will have interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts, original issue discounts such pricing and optional prepayment terms and premiums as may be agreed by the Borrower and the Lenders thereof and/or thereof, (Biii) additional fees and/or premiums may the Net Proceeds of such Credit Agreement Refinancing Indebtedness shall be payable applied, substantially concurrently with the incurrence thereof, to the Lenders providing prepayment of outstanding Term Loans or reduction of Revolving Commitments being so refinanced, as the case may be, (iv) to that extent that any such Credit Agreement Refinancing Indebtedness is in the form of Other Term Loans that are pari passu in right of payment and of security with the other Loans hereunder, such Other Term Loans in addition to any of the items contemplated by the preceding clause (A), in each case, to the extent provided in the applicable Refinancing Amendment, (iii) may have optional prepayment terms (including call protection and prepayment terms and premiums) as may be agreed between prepaid with the Borrower and the Lenders thereof, (iv) will have a final maturity date no earlier than, and will have a Weighted Average Life to Maturity equal to proceeds of voluntary or greater than, the Loans being refinanced (except by virtue of amortization or mandatory prepayment of the Loans prior to the time of such refinancing) and (v) will have such other terms and conditions (other than as provided in foregoing clauses (ii) through (iv)) that are identical in all material respects to, or (taken as a whole) are no more restrictive on the Borrower than those applicable to the Loans being refinanced (provided that such terms shall not be deemed to be “more restrictive” solely as a result of the inclusion in the documentation governing such Other Term Loan Commitments and Other Term Loans of a Previously Absent Financial Maintenance Covenant so long as the Administrative Agent shall be given prompt written notice thereof and this Agreement is amended to include such Previously Absent Financial Maintenance Covenant for the benefit of each Facility); provided, further, that the terms and conditions applicable to such Other Term Loan Commitments and Other Term Loans may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrower and the Lenders thereof and applicable only during periods after the Latest Maturity Date in respect of Term Loans that is in effect immediately prior to the date in respect of the Class of Loans being refinanced that is in effect on the date such Other Term Loan Commitments and Other Term Loans are incurred or obtained. Any Other Term Loans may participate events on a pro rata basis or on a less than pro rata basis (but, except as otherwise permitted by this Agreement, but not on a greater than pro rata basis) in with other then outstanding Term Loans and (v) to the extent that any mandatory prepayments under Section 2.03(b)(i), (ii) or (iii)(A), as specified such Credit Agreement Refinancing Indebtedness is in the applicable Refinancing Amendmentform of Other Term Loans that are not pari passu in right of payment or security with the other Loans hereunder, such Other Term Loans shall be prepaid with proceeds of voluntary or mandatory prepayment events on a junior basis to the other Loans. In connection with The effectiveness of any Refinancing AmendmentAmendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 and, to the Borrower shall, if extent reasonably requested by the Administrative Agent, deliver customary receipt by the Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Section 4.01 (other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent). Each Class of Credit Agreement Refinancing Indebtedness incurred under this Section 2.21 shall be in an aggregate principal amount that is (x) not less than $5,000,000 in the case of Other Term Loans or $5,000,000 in the case of Other Revolving Loans and (y) an integral multiple of $1,000,000 in excess thereof (in each case unless the Borrower and the Administrative Agent otherwise agree). Any Refinancing Amendment may provide for the issuance of Letters of Credit for the account of the Borrower, pursuant to any Other Revolving Commitments established thereby, in each case on terms substantially equivalent to the terms applicable to Letters of Credit under the Revolving Commitments; provided that no Issuing Bank shall be required to act as “issuing bank” under any such Refinancing Amendment without its written consent and the Swing Line Lender shall not be required to act as “swing line lender” under any such Refinancing Amendment without its written consent. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans, Other Revolving Loans, Other Revolving Commitments and/or Other Term Commitments). Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the Collateral other Loan Documents as may be reasonably requested by necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.21. In addition, if so provided in order the relevant Refinancing Amendment and with the consent of each Issuing Bank, participations in Letters of Credit expiring on or after the Revolving Maturity Date shall be reallocated from Lenders holding Revolving Commitments to ensure Lenders holding extended revolving commitments in accordance with the terms of such Refinancing Amendment; provided, however, that such Other Term Loans are provided with participation interests shall, upon receipt thereof by the benefit relevant Lenders holding Revolving Commitments, be deemed to be participation interests in respect of such Revolving Commitments and the terms of such participation interests (including, without limitation, the commission applicable Loan Documentsthereto) shall be adjusted accordingly.

Refinancing Amendments. (a) At any time after the Closing Date, the Borrower may obtain, from any Lender or any Additional Lender, Other Term Loans to refinance Credit Agreement Refinancing Indebtedness in respect of (a) all or any portion of the applicable Class Term Loans (which for purposes of this sentence will be deemed to include any Incremental Term Loans or Classes Other Term Loans) or (b) all or any portion of the Revolving Loans (or unused Revolving Commitments) then outstanding under this Agreement (which for purposes of this sentence will be made pursuant deemed to include any then outstanding Incremental Revolving Loans, Incremental Revolving Commitments, Other Revolving Loans and Other Revolving Commitments), in the form of (x) Other Term Loan Loans or Other Term Commitments or (y) Other Revolving Loans or Other Revolving Commitments, as the case may be, in each case pursuant to a Refinancing Amendment; provided that such Other Term Loans Credit Agreement Refinancing Indebtedness (i) may rank equal in priority in right of payment and of security be secured by Liens on the Collateral on a pari passu or junior basis with respect to the Liens on the Collateral securing the other Loans and Commitments hereunderhereunder (provided that to the extent such Term Loans are secured by junior liens the applicable parties shall have entered into a customary intercreditor agreement reasonably satisfactory to the Administrative Agent and the Borrower), (ii)(Aii) will have interest rates such pricing (including through fixed interest ratesincluding, for the avoidance of doubt, any “most favored nation” pricing provision), interest marginsrate margins (including whether such interest is payable in cash or in kind), rate floors, upfront discounts, fees, funding discountspremiums, original issue discounts prepayment premiums and optional prepayment terms and premiums as may be agreed by the Borrower and the Lenders thereof and/or (Bprovided, that such Credit Agreement Refinancing Indebtedness may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) additional fees and/or premiums may be payable to the Lenders providing such Other Term Loans in addition to any of the items contemplated by the preceding clause (A)voluntary or mandatory prepayments hereunder, in each case, to the extent provided as specified in the applicable Refinancing Amendment), (iii) may have optional prepayment terms (including call protection and prepayment terms and premiumsx) as may be agreed between the Borrower and the Lenders thereofwith respect to any Other Revolving Loans or Other Revolving Commitments, (iv) will have a final maturity date no earlier thanthat is not prior to the maturity date of the Revolving Loans (or unused Revolving Commitments) being refinanced and (y) with respect to any Other Term Loans or Other Term Commitments, will have a maturity date that is not prior to the maturity date of, and will have a Weighted Average Life to Maturity equal to or greater that is not shorter than, the Term Loans being refinanced refinanced, (except by virtue iv) the proceeds of amortization or such Credit Agreement Refinancing Indebtedness shall be applied, substantially concurrently with the incurrence thereof, to the prepayment of outstanding Term Loans or reduction of the Loans prior to Revolving Commitments or the time of such refinancing) Other Revolving Commitments being so refinanced and (v) subject to clause (ii) above, will have such other terms and conditions (other than as provided in foregoing clauses (ii) through (iv)) that are substantially identical in all material respects to, or no more favorable (taken as a whole) are no more restrictive on the Borrower than those applicable to the Loans being refinanced (provided that lenders or investors providing such Credit Agreement Refinancing Indebtedness than, the Refinanced Debt or such terms shall not be deemed to be “more restrictive” solely current market terms (as a result reasonably determined by the Borrower) for such type of the inclusion in the documentation governing such Other Term Loan Commitments and Other Term Loans of a Previously Absent Financial Maintenance Covenant so long as the Administrative Agent shall be given prompt written notice thereof and this Agreement is amended to include such Previously Absent Financial Maintenance Covenant for the benefit of each Facility)Indebtedness; provided, further, that the terms and conditions applicable to such Other Term Loan Commitments and Other Term Loans Credit Agreement Refinancing Indebtedness may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrower and the Lenders thereof and applicable only during periods after the Latest Maturity Date in respect of Term Loans that is in effect immediately prior to the date in respect of the Class of Loans being refinanced that is in effect on the date such Other Term Loan Commitments and Other Term Loans are Credit Agreement Refinancing Indebtedness is issued, incurred or obtained. Any Other Term Loans may participate on a pro rata basis or on a less than pro rata basis (but, except as otherwise permitted by this Agreement, not on a greater than pro rata basis) in any mandatory prepayments under Section 2.03(b)(i), (ii) or (iii)(A), as specified in the applicable Refinancing Amendment. In connection with any Refinancing Amendment, the Borrower shall, if reasonably requested by the Administrative Agent, deliver customary reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Other Term Loans are provided with the benefit of the applicable Loan Documents.

Refinancing Amendments. (a) At any time after The Borrower may, with the Closing Dateconsent of the Administrative Agent, the Borrower may obtain, from any Lender or any Additional New Term Loan Lender, Other Term Loans Credit Agreement Refinancing Indebtedness, to refinance all or any portion of the applicable Class or Classes of Loans then outstanding under and Commitments hereunder (which for this Agreement which purpose will be made pursuant deemed to Other include any then New Term Loan CommitmentsLoans), pursuant to a Refinancing Amendment; provided that such Other Term Loans (i) may rank equal in priority in right of payment and of security with the other Loans and Commitments hereunder, (ii)(A) such Credit Agreement Refinancing Indebtedness will have interest rates such pricing, fees (including through fixed upfront fees and original interest ratesdiscount (“OID”)), interest marginsoptional prepayment terms, rate floors, upfront fees, funding discounts, original issue discounts redemption premiums and prepayment subordination terms and premiums as may be agreed by the Borrower and the Lenders thereof and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Other Term Loans in addition to any of the items contemplated by the preceding clause (A), in each case, to the extent provided in the applicable Refinancing Amendment, (iii) may have optional prepayment terms (including call protection and prepayment terms and premiums) as may be agreed between the Borrower and the Lenders thereof, (ivii) such Credit Agreement Refinancing Indebtedness, will have a final maturity date no earlier thanthat is not prior to the maturity date of the Class of Term Loans being refinanced, and will have a Weighted Average Life to Maturity equal that is not shorter than the remaining Weighted Average Life to Maturity of the Class of Term Loans being refinanced, provided that in the case of Permitted Junior Priority Refinancing Debt and Permitted Unsecured Refinancing Debt, such Indebtedness will have a maturity date that is not prior to the 91st day after the maturity date of the Class of Term Loans being refinanced at the time of issuance or greater incurrence of such Credit Agreement Refinancing Indebtedness, (iii) except as otherwise permitted herein, such Credit Agreement Refinancing Indebtedness will have terms and conditions taken as a whole that are no more favorable to the investors providing such Credit Agreement Refinancing Indebtedness than, the Loans being refinanced (except by virtue of amortization or prepayment of the Loans prior to the time of such refinancing) and (v) will have such other terms and conditions (other than as Refinanced Debt; provided in foregoing clauses (ii) through (iv)) that are identical in all material respects to, or (taken as a whole) are no more restrictive on the Borrower than those applicable to the Loans being refinanced (provided that such terms shall not be deemed to be “more restrictive” solely as a result of the inclusion in the documentation governing such Other Term Loan Commitments and Other Term Loans of a Previously Absent Financial Maintenance Covenant so long as the Administrative Agent shall be given prompt written notice thereof and this Agreement is amended to include such Previously Absent Financial Maintenance Covenant for the benefit of each Facility); provided, further, further that the terms and conditions applicable to such Other Term Loan Commitments and Other Term Loans Credit Agreement Refinancing Indebtedness may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrower and the Lenders investors thereof and applicable only during periods after the Latest Maturity Date in respect of Term Loans that is in effect immediately prior to the latest maturity date in respect of the Class of Loans being refinanced that is in effect on the date such Other Term Loan Commitments and Other Term Loans are Credit Agreement Refinancing Indebtedness is incurred or obtainedobtained and (iv) the interest rate margins applicable to such Credit Refinancing Indebtedness shall be agreed between the Borrower and the investors thereunder. Any Other Term Loans may participate on a pro rata basis or on a less than pro rata basis (but, except as otherwise permitted by this Agreement, not on a greater than pro rata basis) in any mandatory prepayments under Section 2.03(b)(i), (ii) or (iii)(A), as specified in the applicable Refinancing Amendment. In connection with The effectiveness of any Refinancing AmendmentAmendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Sections 6.01(i) and 6.06, and to the Borrower shall, if extent reasonably requested by the Administrative Agent, deliver customary receipt by the Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements delivered on the Closing Date (it being understood that all references to “the date of such Credit Event” or similar language in such Sections shall be deemed to refer to the effective date of such Refinancing Amendment). Each Class of Credit Agreement Refinancing Indebtedness incurred under this Section 2.15 shall be in an aggregate principal amount that is not less than $50,000,000 and an integral multiple of $5,000,000 in excess thereof. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as New Term Loans and/or New Term Loan Commitments). Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the Collateral other Credit Documents as may be reasonably requested by necessary or appropriate, in the reasonable opinion of the Administrative Agent in order and the Borrower, to ensure that such Other Term Loans are provided with effect the benefit provisions of the applicable Loan Documentsthis Section 2.15.

Refinancing Amendments. (a) At any time after the Closing Effective Date, the Borrower may obtain, from any Lender or any Additional Lender, Credit Agreement Refinancing Indebtedness in respect of (a) all or any portion of any Class of Term Loans then outstanding under this Agreement (which for purposes of this clause (a) will be deemed to include any then outstanding Other Term Loans to refinance Loans) or (b) all or any portion of the applicable Class Revolving Loans (or Classes of Loans then outstanding unused Revolving Commitments) under this Agreement (which for purposes of this clause (b) will be made pursuant deemed to include any then outstanding Other Revolving Loans, Other Revolving Commitments, Incremental Revolving Loans and Additional/Replacement Revolving Commitments), in the form of (i) Other Term Loan Loans or Other Term Commitments or (ii) Other Revolving Loans or Other Revolving Commitments, as the case may be, in each case pursuant to a Refinancing Amendment; provided that the Net Proceeds, if any, of such Other Term Loans (i) may rank equal in priority in right of payment and of security Credit Agreement Refinancing Indebtedness shall be applied, substantially concurrently with the other Loans and Commitments hereunder, (ii)(A) will have interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts, original issue discounts and prepayment terms and premiums as may be agreed by the Borrower and the Lenders thereof and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Other Term Loans in addition to any of the items contemplated by the preceding clause (A), in each caseincurrence thereof, to the extent provided in the applicable Refinancing Amendment, (iii) may have optional prepayment terms (including call protection and prepayment terms and premiums) as may be agreed between the Borrower and the Lenders thereof, (iv) will have a final maturity date no earlier than, and will have a Weighted Average Life to Maturity equal to or greater than, the Loans being refinanced (except by virtue of amortization or prepayment of the Loans prior to the time of such refinancing) and (v) will have such other terms and conditions (other than as provided in foregoing clauses (ii) through (iv)) that are identical in all material respects to, or (taken as a whole) are no more restrictive on the Borrower than those applicable to the Loans being refinanced (provided that such terms shall not be deemed to be “more restrictive” solely as a result of the inclusion in the documentation governing such Other Term Loan Commitments and Other outstanding Term Loans or reduction of a Previously Absent Financial Maintenance Covenant Revolving Commitments being so long refinanced, as the Administrative Agent shall be given prompt written notice thereof and this Agreement is amended to include such Previously Absent Financial Maintenance Covenant for the benefit of each Facility)case may be; provided, further, that that, without limitation, the terms and conditions applicable to such Other Term Loan Commitments and Other Term Loans Credit Agreement Refinancing Indebtedness may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrower and the Lenders thereof and applicable only during periods after the Latest Maturity Date in respect of Term Loans that is in effect immediately prior to the date in respect of the Class of Loans being refinanced that is in effect on the date such Other Term Loan Commitments and Other Term Loans are Credit Agreement Refinancing Indebtedness is issued, incurred or obtained. Any Each Class of Credit Agreement Refinancing Indebtedness incurred under this Section 2.21 shall be in an aggregate principal amount that is (x) not less than $5,000,000 in the case of Other Term Loans may participate on a pro rata basis or on a less than pro rata basis (but, except as otherwise permitted by this Agreement, not on a greater than pro rata basis) in any mandatory prepayments under Section 2.03(b)(i), (ii) or (iii)(A), as specified $5,000,000 in the case of Other Revolving Loans and (y) an integral multiple of $1,000,000 in excess thereof (in each case unless the Borrower and the Administrative Agent otherwise agree). Any Refinancing Amendment may provide for the issuance of Letters of Credit for the account of the Borrower, pursuant to any Other Revolving Commitments established thereby, on terms substantially equivalent to the terms applicable to Letters of Credit under the Revolving Commitments. The Administrative Agent shall promptly notify each applicable Lender as to the effectiveness of each Refinancing Amendment. In connection with Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the Borrower shallextent (but only to the extent) necessary to reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans, if reasonably requested by Other Revolving Loans, Other Revolving Commitments and/or Other Term Commitments). Any Refinancing Amendment may, without the Administrative Agentconsent of any other Lenders, deliver customary reaffirmation agreements and/or effect such amendments to this Agreement and the Collateral other Loan Documents as may be reasonably requested by necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.21 (including changing the amortization schedule or extending the call protection or other terms of existing Term Loans in order a manner required to ensure that such make the Other Term Loans are fungible with such Term Loans). In addition, if so provided in the relevant Refinancing Amendment and with the benefit consent of each Issuing Bank, participations in Letters of Credit expiring on or after the Revolving Maturity Date shall be reallocated from Lenders holding Revolving Commitments to Lenders holding extended revolving commitments in accordance with the terms of such Refinancing Amendment; provided, however, that such participation interests shall, upon receipt thereof by the relevant Lenders holding Revolving Commitments, be deemed to be participation interests in respect of such Revolving Commitments and the terms of such participation interests (including, without limitation, the commission applicable Loan Documentsthereto) shall be adjusted accordingly.

Refinancing Amendments. (a) At any time after the Closing Date, the Borrower may obtain, from any Lender or any Additional LenderLender (provided, Other Term that each Issuing Bank shall have consented (such consent not to be unreasonably withheld, conditioned or delayed) to such Additional Lender to the extent any such consent would be required under Section 10.04(b) for an assignment of Revolving Loans to refinance such Additional Lender), Credit Agreement Refinancing Indebtedness in respect of all or any portion of the applicable Class Term Loans (each new term facility, a “Refinancing Term Facility”) or Classes of Revolving Loans and Revolving Commitments (each new revolving credit facility, a “Refinancing Revolving Facility”, and collectively with any Refinancing Term Facility, “Refinancing Facilities”) then outstanding under this Agreement (which for purposes of this Section 2.20(a) will be made pursuant deemed to include any then outstanding Other Loans, Incremental Term Loan Loans, Extended Term Loans or Extended Revolving Commitments), in the form of Other Loans or Other Commitments pursuant to a Refinancing Amendment; provided that (A) such Other Term Loans (i) may Credit Agreement Refinancing Indebtedness will rank equal in priority pari passu in right of payment and pari passu or (in the case of Refinancing Term Facilities) junior in right of security with the other Loans and Commitments hereunder, (ii)(AB) such Credit Agreement Refinancing Indebtedness will have interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts, original issue discounts such pricing and optional prepayment terms and premiums as may be agreed by the Borrower and the Lenders thereof and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Other Term Loans in addition to any of the items contemplated by the preceding clause (A), in each case, to the extent provided in the applicable Refinancing Amendment, (iii) may have optional prepayment terms (including call protection and prepayment terms and premiums) as may be agreed between the Borrower and the Lenders thereof, (iv) will have a final maturity date no earlier than, and will have a Weighted Average Life to Maturity equal to or greater than, the Loans being refinanced (except by virtue of amortization or prepayment of the Loans prior to the time of such refinancing) and (v) will have such other terms and conditions (other than as provided in foregoing clauses (ii) through (iv)) that are identical in all material respects to, or (taken as a whole) are no more restrictive on the Borrower than those applicable to the Loans being refinanced (provided that if such terms shall not be deemed to be “more restrictive” solely as a result Refinancing Term Facility ranks pari passu in right of security with the inclusion in the documentation governing existing Term Loans, such Other Refinancing Term Loan Commitments and Other Term Loans of a Previously Absent Financial Maintenance Covenant so long as the Administrative Agent shall be given prompt written notice thereof and this Agreement is amended to include such Previously Absent Financial Maintenance Covenant for the benefit of each Facility); provided, further, that the terms and conditions applicable to such Other Term Loan Commitments and Other Term Loans may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrower and the Lenders thereof and applicable only during periods after the Latest Maturity Date in respect of Term Loans that is in effect immediately prior to the date in respect of the Class of Loans being refinanced that is in effect on the date such Other Term Loan Commitments and Other Term Loans are incurred or obtained. Any Other Term Loans Facility may participate on a pro rata basis or on a less than pro rata basis (but, except as otherwise permitted by this Agreement, but not on a greater than pro rata basis) in any mandatory prepayments under Section 2.03(b)(i), (ii) or (iii)(A)hereunder, as specified in the applicable Refinancing Amendment. In connection with ) (provided, however, that any Refinancing AmendmentTerm Facility may participate on a greater than pro rata basis, on a pro rata basis or on a less than pro rata basis in any voluntary prepayments), (C) such Credit Agreement Refinancing Indebtedness will have a maturity date not earlier than the maturity date of, and will have a Weighted Average Life to Maturity that is not shorter than, the Borrower shallLoans or Commitments being refinanced, if reasonably requested (D) subject to clauses (B) and (C) above, all other terms of such Credit Agreement Refinancing Indebtedness (other than pricing, fees, rate floors, premiums, optional prepayment or redemption terms (which shall be determined by the Administrative Agentapplicable borrower)) are either (I) customary market terms for Indebtedness of such type at the time of incurrence (taken as a whole) (as determined in good faith by the Borrower) or (II) substantially identical to, deliver customary reaffirmation agreements and/or such amendments or when taken as a whole, are not materially more restrictive with respect to the Restricted Group than the terms of the Loans or Commitments being refinanced (as of the date of incurrence of such Credit Agreement Refinancing Indebtedness), (E) the proceeds of such Credit Agreement Refinancing Indebtedness shall be applied, substantially concurrently with the incurrence thereof, to the prepayment of outstanding Loans or Commitments being so refinanced, (F) if any such Refinancing Facility is secured, it shall not be secured by any assets other than the Collateral Documents as and (G) if any such Refinancing Facility is guaranteed, it shall not be guaranteed by any person other than the Guarantors; provided, further, that the terms and conditions applicable to such Credit Agreement Refinancing Indebtedness may provide for any additional or different terms that are agreed between the Borrower and the lenders thereof and applicable only during periods after the then Latest Maturity Date; provided, further, that to the extent any financial maintenance covenant is added for the benefit of (a) a Refinancing Term Facility, no consent shall be reasonably requested by required from the Administrative Agent in order or any Lender to ensure the extent that such Other financial maintenance covenant is also added for the benefit of Term Loans are provided with remaining outstanding after the incurrence or issuance of such Refinancing Term Facility or (b) Refinancing Revolving Facility, no consent shall be required from the Administrative Agent or any Lender to the extent that such financial maintenance covenant is also added for the benefit of the Revolving Loans and Revolving Commitments remaining outstanding after the incurrence or issuance of such Refinancing Revolving Facility); provided, further, that (1) the borrowing and repayment of Revolving Loans under any Refinancing Revolving Facility shall be made on a pro rata basis with all other Revolving Commitments, (2) all Letters of Credit shall be participated on a pro rata basis by all Lenders with Revolving Commitments in accordance with their percentage of the Revolving Commitments, (3) the permanent repayment of Revolving Loans and termination of Revolving Commitments under any Refinancing Revolving Facility shall be made on a pro rata basis with the permanent repayment of all other Revolving Loans and termination of all other Revolving Commitments and (4) assignments and participations of Revolving Loans and Revolving Commitments under any Refinancing Revolving Facility shall be governed by the same assignment and participation provisions applicable Loan Documentsto all other Revolving Loans and Revolving Commitments. The effectiveness of any Refinancing Amendment shall be subject to the consent of the Issuing Bank to the extent required under Section 10.4(b)(i)(C). Each Class of Credit Agreement Refinancing Indebtedness incurred under this Section 2.20(a) shall be in an aggregate principal amount that is not less than $20,000,000. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment.

Refinancing Amendments. (a) At any time after the Closing Restatement Effective Date, the Borrower may obtain, from any Lender or any Additional Lender, Other Term Loans to refinance Credit Agreement Refinancing Indebtedness (other than Permitted Additional Debt) in respect of all or any portion of the applicable Class or Classes of Term Loans then outstanding under this Agreement which will be made pursuant to Agreement, in the form of Other Term Loans or Other Term Loan Commitments, Commitments pursuant to a Refinancing Amendment; provided that (A) such Other Term Loans (i) may Credit Agreement Refinancing Indebtedness will rank equal in priority pari passu in right of payment and of security with the other Loans and Commitments hereunder, (ii)(AB) such Credit Agreement Refinancing Indebtedness will have interest rates (including through fixed interest rates)such pricing, interest margins, rate floors, upfront fees, funding discountsinterest, original issue discounts premiums and optional prepayment terms and premiums as may be agreed by the Borrower and the Lenders thereof and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Other Term Loans in addition to any of the items contemplated by the preceding clause (A)provided, in each case, to the extent provided in the applicable Refinancing Amendment, (iii) may have optional prepayment terms (including call protection and prepayment terms and premiums) as may be agreed between the Borrower and the Lenders thereof, (iv) will have a final maturity date no earlier than, and will have a Weighted Average Life to Maturity equal to or greater than, the Loans being refinanced (except by virtue of amortization or prepayment of the Loans prior to the time of such refinancing) and (v) will have such other terms and conditions (other than as provided in foregoing clauses (ii) through (iv)) that are identical in all material respects to, or (taken as a whole) are no more restrictive on the Borrower than those applicable to the Loans being refinanced (provided that such terms shall not be deemed to be “more restrictive” solely as a result of the inclusion in the documentation governing such Other Term Loan Commitments and Other Term Loans of a Previously Absent Financial Maintenance Covenant so long as the Administrative Agent shall be given prompt written notice thereof and this Credit Agreement is amended to include such Previously Absent Financial Maintenance Covenant for the benefit of each Facility); provided, further, that the terms and conditions applicable to such Other Term Loan Commitments and Other Term Loans may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrower and the Lenders thereof and applicable only during periods after the Latest Maturity Date in respect of Term Loans that is in effect immediately prior to the date in respect of the Class of Loans being refinanced that is in effect on the date such Other Term Loan Commitments and Other Term Loans are incurred or obtained. Any Other Term Loans Refinancing Indebtedness may participate on a pro rata basis or on a less than pro rata basis (but, except as otherwise permitted by this Agreement, but not on a greater than pro rata basis) in any voluntary or mandatory prepayments under Section 2.03(b)(i), (ii) or (iii)(A)hereunder, as specified in the applicable Refinancing Amendment. In connection ), (C) such Credit Agreement Refinancing Indebtedness will have a maturity date later than the maturity date of, and will have a Weighted Average Life to Maturity that is not shorter than, the Refinanced Debt, (D) the covenants, events of default and guarantees of such Credit Agreement Refinancing Indebtedness, if not consistent with the terms of the Tranche B-2 Term Loans, shall be on customary market terms for Indebtedness of such type (as determined by the Borrower in good faith) ((provided, that the financial maintenance covenant on the then outstanding Term Loans shall be amended to provide the Lenders the benefit of any financial maintenance covenant of such Credit Agreement Refinancing AmendmentIndebtedness that is in addition to or more restrictive in any material manner than the financial maintenance covenant on the then outstanding Term Loans)), (E) the proceeds of such Credit Agreement Refinancing Indebtedness shall be applied, substantially concurrently with the incurrence thereof, to the prepayment of outstanding Term Loans being so refinanced and (F) other than in the case of Credit Agreement Refinancing Indebtedness the proceeds of which are applied to pay all outstanding Term Loans and other Obligations in full in cash, the Borrower shall, if reasonably requested by shall have obtained the Administrative Agent, deliver customary reaffirmation agreements and/or such amendments consent of the Required Lenders. The effectiveness of any Refinancing Amendment shall be subject to the Collateral Documents as may satisfaction (or waiver) on the date thereof of each of the conditions set forth in Section 4.01 (and for purposes thereof the incurrence of the Credit Agreement Refinancing Indebtedness shall be deemed to be a Request for Credit Extension) and, to the extent reasonably requested by the Administrative Agent and the Required Lenders, receipt by the Administrative Agent of customary legal opinions, board resolutions, officers’ certificates and a solvency certification or representation, in order each case materially consistent with those delivered on the Restatement Effective Date under Section 4.02 (other than changes to ensure such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent), and customary reaffirmation agreements. Each Class of Credit Agreement Refinancing Indebtedness incurred under this Section 2.18(a) shall be in an aggregate principal amount that such Other Term Loans are provided with is (x) not less than $40,000,000 and (y) an integral multiple of $1,000,000 in excess thereof. The Administrative Agent shall promptly notify each Lender as to the benefit effectiveness of the applicable Loan Documentseach Refinancing Amendment.

Refinancing Amendments. (a) At any time after the Closing Date, the Borrower may obtain, from any Lender or any Additional Refinancing Lender, Other Term Loans to refinance Credit Agreement Refinancing Indebtedness in respect of all or any portion of the applicable Class or Classes of Loans then outstanding under this Agreement which will be made (including any Incremental Loans, Extended Loans or other Refinancing Loans) pursuant to Other Term Loan Commitmentsan amendment to this Agreement (such an amendment, pursuant to a “Refinancing Amendment; provided that such Other Term Loans ”). The effectiveness of any Refinancing Amendment shall be subject to (i) may rank equal in priority in right there being no Default or Event of payment and of security with the other Loans and Commitments hereunder, (ii)(A) will have interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts, original issue discounts and prepayment terms and premiums as may be agreed by the Borrower and the Lenders thereof and/or (B) additional fees and/or premiums may be payable Default on such date before or after giving effect to the Lenders providing such Other Term Loans in addition to any of the items contemplated by the preceding clause (A), in each case, to the extent provided in the applicable Refinancing Amendment, (iii) may have optional prepayment terms (including call protection and prepayment terms and premiums) as may be agreed between the Borrower and the Lenders thereof, (iv) will have a final maturity date no earlier than, and will have a Weighted Average Life to Maturity equal to or greater than, the Loans being refinanced (except by virtue of amortization or prepayment of the Loans prior to the time of such refinancing) and (v) will have such other terms and conditions (other than as provided in foregoing clauses Loans; (ii) through (iv)) that are identical all representations and warranties made by any Credit Party contained herein or in the other Credit Documents being true and correct in all material respects to(except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) with the same effect as though such representations and warranties had been made on and as of the date of such date (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) as of such earlier date); and (taken as a wholeiii) are no more restrictive on the Borrower than those applicable to the Loans being refinanced (provided that such terms shall not be deemed to be “more restrictive” solely as a result of the inclusion in the documentation governing such Other Term Loan Commitments and Other Term Loans of a Previously Absent Financial Maintenance Covenant so long as the Administrative Agent shall be given prompt written notice thereof and this Agreement is amended to include such Previously Absent Financial Maintenance Covenant for the benefit of each Facility); provided, further, that the terms and conditions applicable to such Other Term Loan Commitments and Other Term Loans may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrower and the Lenders thereof and applicable only during periods after the Latest Maturity Date in respect of Term Loans that is in effect immediately prior to the date in respect of the Class of Loans being refinanced that is in effect on the date such Other Term Loan Commitments and Other Term Loans are incurred or obtained. Any Other Term Loans may participate on a pro rata basis or on a less than pro rata basis (but, except as otherwise permitted by this Agreement, not on a greater than pro rata basis) in any mandatory prepayments under Section 2.03(b)(i), (ii) or (iii)(A), as specified in the applicable Refinancing Amendment. In connection with any Refinancing Amendment, the Borrower shall, if extent reasonably requested by the Administrative Agent, deliver customary receipt by the Administrative Agent on the date thereof of (a) items similar to those in Section 6 with respect to the transactions contemplated by any Refinancing Amendment (with references to the Closing Date being replaced by the effective date of such Refinancing Amendment) (it being understood that any such items that are substantially consistent with those delivered on the Closing Date shall be satisfactory) and (b) reaffirmation agreements and/or such amendments to the Collateral Security Documents as may be reasonably requested by the Administrative Collateral Agent in order to ensure that such Other Term the Extended Loans are provided with the benefit of the applicable Loan Credit Documents. The agent for the Credit Agreement Refinancing Indebtedness, if such Indebtedness is secured by a Lien on any asset of the Borrower or any of its Subsidiaries shall enter into the Intercreditor Agreement in the capacity as an agent for such Credit Agreement Refinancing Indebtedness. Each exercise of the refinancing feature referred to in this Section 3.2 shall result in the Refinancing Loans being deemed a separate Class of Loans.

Refinancing Amendments. (a) At any time after the Closing Second Restatement Effective Date, the Borrower may obtain, obtain from any Lender or any Additional Refinancing Lender, Other Refinancing Term Loans to that refinance all or any portion of the applicable Class or Classes of Term Loans then outstanding under this Agreement (which for this purpose will be made pursuant deemed to Other include any then outstanding Refinancing Term Loan CommitmentsLoans), in each case pursuant to a Refinancing Amendment; provided that such Other Term Loans (i) may such Refinancing Term Loans will rank equal in priority pari passu in right of payment and of security with the other Term Loans and Term Commitments hereunder, (ii)(Aii) will such Refinancing Term Loans shall have interest rates such pricing and call protection terms (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts, original issue discounts and prepayment terms and premiums subject to clause (iii) below) as may be agreed by the Borrower and the Lenders thereof and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Other Term Loans in addition to any of the items contemplated by the preceding clause (A), in each case, to the extent provided in the applicable Refinancing Amendmentthereof, (iii) may have optional prepayment terms each tranche of Refinancing Term Loans shall be prepaid and repaid on a pro rata basis or less than a pro rata basis (including call protection but not greater than a pro rata basis) with all voluntary prepayments and prepayment terms and premiums) as may mandatory prepayments of the other Classes of Term Loans, it being understood that the amortization schedule applicable to the Refinancing Term Loans shall be agreed between determined by the Borrower and the Lenders thereofproviding the Refinancing Term Loans, (iv) will have a final maturity date no earlier than, and will have a Weighted Average Life to Maturity equal to or greater than, the Loans being refinanced (except by virtue of amortization or prepayment of the Loans prior to the time of such refinancing) and (v) will have such other terms and conditions (other than as provided in foregoing clauses (ii) through and (iv)iii) above or as provided below, such Refinancing Term Loans shall have covenants, events of default, guarantees, collateral and other terms that are substantially identical in all material respects to, or (taken as a whole) are no more restrictive on the Borrower than those applicable less favorable to the Loans being refinanced (provided that Lenders of such terms shall not be deemed to be “more restrictive” solely as a result of the inclusion in the documentation governing such Other Term Loan Commitments and Other Refinancing Term Loans of a Previously Absent Financial Maintenance Covenant so long as than, the Administrative Agent shall be given prompt written notice thereof and this Agreement is amended to include such Previously Absent Financial Maintenance Covenant for the benefit of each Facility)Term B-2 Loans; provided, furtherhowever, that the terms and conditions applicable to such Other Term Loan Commitments and Other Refinancing Term Loans may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrower and the Lenders thereof and applicable only during periods after the Latest Maturity Date in respect of Term Loans that is in effect immediately prior to the date in respect of the Class of Loans being refinanced that is in effect on the date such Other Term Loan Commitments and Other Refinancing Term Loans are issued, incurred or obtained. Any Other , (v) (A) in no event shall the final maturity date of any tranche of Refinancing Term Loans may participate at the date of establishment thereof be earlier than the then Latest Maturity Date of any other Term Loans hereunder, and (B) the Weighted Average Life to Maturity of any Refinancing Term Loans at the time of establishment thereof shall be no shorter than the Weighted Average Life to Maturity of the tranche of Term Loans being refinanced by such Refinancing Term Loans (except by virtue of amortization or prepayment of such Term Loans being refinanced) and (vi) at no time shall there be Classes of Term Loans hereunder (including Refinancing Term Loans and Extended Term Loans) that have more than five (5) different Maturity Dates. The Borrower shall prepay Term Loans with the Net Cash Proceeds of such Refinancing Term Loans pursuant to Section 2.05(b)(iv). The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on a pro rata basis or on a less than pro rata basis (but, except as otherwise permitted by this Agreement, not on a greater than pro rata basis) the date thereof of each of the conditions set forth in any mandatory prepayments under Section 2.03(b)(iSections 4.02(a), (iib) or (iii)(A)and(c) and, as specified in to the applicable Refinancing Amendment. In connection with any Refinancing Amendment, the Borrower shall, if extent reasonably requested by the Administrative Agent, deliver customary receipt by the Administrative Agent of (i) legal opinions, board resolutions and officer’s certificates consistent with those delivered on the Original Closing Date other than changes to such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Collateral Agent (including Mortgage amendments) in order to ensure that such Other the Refinancing Term Loans are provided with the benefit of the applicable Loan Documents. Each tranche of Refinancing Term Loans incurred under this Section 2.15 shall be in an aggregate principal amount that is not less than $50,000,000. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that this Agreement and the other Loan Documents may be amended pursuant to a Refinancing Amendment, without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Refinancing Term Loans incurred pursuant thereto (including any amendments necessary to treat the Term Loans and Term Commitments subject thereto as Refinancing Term Loans and/or Refinancing Term Commitments), (ii) provide certain class protection to the Lenders and Additional Refinancing Lenders providing such Refinancing Term Loans with respect to voluntary prepayments and mandatory prepayments, (iii) make such other changes to this Agreement and the other Loan Documents consistent with the provisions and intent of the second paragraph of Section 10.01 (without the consent of the Required Lenders called for therein) and (iv) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.15, and the Required Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment.

Refinancing Amendments. In addition, notwithstanding Sections 10.05(a), (ab) At any time after and (c), this Agreement may be amended with the Closing Datewritten consent of the Administrative Agent, the Borrower may obtain, from any Lender or any Additional Lender, Other Representative and the Lenders providing the Replacement Term Loans (as defined below) to refinance permit the refinancing of all or any portion outstanding Term Loans of the applicable Class or Classes of Loans then outstanding under this Agreement which will be made pursuant to Other a tranche (“Refinanced Term Loan Commitments, pursuant to Loans”) with a Refinancing Amendmentreplacement term loan (“Replacement Term Loans”) hereunder; provided that (i) the aggregate principal amount of such Other Replacement Term Loans shall not exceed the aggregate principal amount of such Refinanced Term Loans, (ii) the Applicable Margin with respect to such Replacement Term Loans (ior similar interest rate spread applicable to such Replacement Term Loans) may rank equal in priority in right of payment and of security with shall not be higher than the other Applicable Margin for such Refinanced Term Loans and Commitments hereunder(or similar interest rate spread applicable to such Refinanced Term Loans) immediately prior to such refinancing, (ii)(Aiii) will have interest rates the Weighted Average Life to Maturity of such Replacement Term Loans shall not be shorter than the Weighted Average Life to Maturity of such Refinanced Term Loans at the time of such refinancing (including through fixed interest rates)except to the extent of nominal amortization for periods where amortization has been eliminated as a result of prepayment of the Term Loans) and (iv) all other terms applicable to such Replacement Term Loans shall be substantially identical to, interest margins, rate floors, upfront fees, funding discounts, original issue discounts and prepayment terms and premiums as may be agreed by the Borrower and the Lenders thereof and/or (B) additional fees and/or premiums may be payable or less favorable to the Lenders providing such Other Replacement Term Loans in addition than, those applicable to any of the items contemplated by the preceding clause (A)such Refinanced Term Loans, in each case, except to the extent provided in necessary to provide for covenants and other terms applicable to any period after the applicable Refinancing Amendment, (iii) may have optional prepayment terms (including call protection and prepayment terms and premiums) as may be agreed between the Borrower and the Lenders thereof, (iv) will have a latest final maturity date no earlier than, and will have a Weighted Average Life to Maturity equal to or greater than, the Loans being refinanced (except by virtue of amortization or prepayment of the Loans prior to the time of such refinancing) and (v) will have such other terms and conditions (other than as provided in foregoing clauses (ii) through (iv)) that are identical in all material respects to, or (taken as a whole) are no more restrictive on the Borrower than those applicable to the Loans being refinanced (provided that such terms shall not be deemed to be “more restrictive” solely as a result of the inclusion in the documentation governing such Other Term Loan Commitments and Other Term Loans of a Previously Absent Financial Maintenance Covenant so long as the Administrative Agent shall be given prompt written notice thereof and this Agreement is amended to include such Previously Absent Financial Maintenance Covenant for the benefit of each Facility); provided, further, that the terms and conditions applicable to such Other Term Loan Commitments and Other Term Loans may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrower and the Lenders thereof and applicable only during periods after the Latest Maturity Date in respect of Term Loans that is in effect immediately prior to such refinancing (and, without limiting the date in respect of the Class of Loans being refinanced that is in effect on the date such Other Term Loan Commitments and Other Term Loans are incurred or obtained. Any Other Term Loans may participate on a pro rata basis or on a less than pro rata basis (butforegoing, except as otherwise permitted by this Agreement, not on a greater than pro rata basis) in any mandatory prepayments under Section 2.03(b)(i), (ii) or (iii)(A), as specified in the applicable Refinancing Amendment. In connection with any Refinancing Amendment, the Borrower shall, if reasonably requested by the Administrative Agent, deliver customary reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order and Collateral Agent are authorized to amend any Security Document to the extent necessary to ensure that all such Other Term Loans or Revolving Commitments are provided with the benefit of the applicable Loan DocumentsSecurity Documents on a pari passu basis with the other Obligations).

Refinancing Amendments. (a) At any time after the Closing Date, the The Borrower may obtain, from any Lender or any Additional Lender, Credit Agreement Refinancing Indebtedness (x) in the form of Other Term Loans or Other Term Commitments or (y) Other Revolving Loans or Other Revolving Commitments, in each case, to refinance all or any portion of the applicable Class or Classes of Loans and Commitments hereunder (which for this purpose will be deemed to include any then outstanding under this Agreement which will be made pursuant to Other Revolving Commitments, Other Revolving Loans and/or Other Term Loan CommitmentsLoans), pursuant to a Refinancing Amendment; provided that such Other Term Loans Credit Agreement Refinancing Indebtedness (i) may will rank equal in priority pari passu in right of payment and of security with the other Loans and Commitments hereunder, (ii)(Aii) will have interest rates such pricing, fees (including through fixed interest ratesupfront fees and OID), interest marginsoptional prepayment terms, rate floors, upfront fees, funding discounts, original issue discounts redemption premiums and prepayment subordination terms and premiums as may be agreed by the Borrower and the Lenders thereof and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Other Term Loans in addition to any of the items contemplated by the preceding clause (A), in each case, to the extent provided in the applicable Refinancing Amendmentthereof, (iii) may have optional prepayment terms (including call protection and prepayment terms and premiumsx) as may be agreed between the Borrower and the Lenders thereofwith respect to any Other Term Loans or Other Term Commitments, (iv) will have a final maturity date no earlier thanthat is not prior to the maturity date of the Class of Term Loans or Revolving Commitments being refinanced, and will have a Weighted Average Life to Maturity equal that is not shorter than the remaining Weighted Average Life to or greater than, Maturity of the Class of Term Loans being refinanced (except by virtue of amortization if applicable) and (y) with respect to any Other Revolving Loans or prepayment of the Loans Other Revolving Commitments, will have a maturity date that is not prior to the time maturity date with respect to the Class of such refinancing) Revolving Commitments or Class of Term Loans being refinanced and (viv) except as otherwise permitted herein, will have such other terms and conditions (other than taken as provided in foregoing clauses (ii) through (iv)) a whole that are substantially identical in all material respects to, or (taken as a whole) are no more restrictive on the Borrower than those applicable favorable to the Loans being refinanced Lenders providing such Credit Agreement Refinancing Indebtedness than, the Refinanced Debt; provided further that (provided that such terms shall not be deemed to be “more restrictive” solely as a result of the inclusion in the documentation governing such Other Term Loan Commitments and Other Term Loans of a Previously Absent Financial Maintenance Covenant so long as the Administrative Agent shall be given prompt written notice thereof and this Agreement is amended to include such Previously Absent Financial Maintenance Covenant for the benefit of each Facility); provided, further, that x) the terms and conditions applicable to such Other Term Loan Commitments and Other Term Loans Credit Agreement Refinancing Indebtedness may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrower and the Lenders thereof and applicable only during periods after the Latest Maturity Date in respect of Term Loans that is in effect immediately prior to the date in respect of the Class of Loans being refinanced that is in effect on the date such Other Term Loan Commitments and Other Term Loans are Credit Agreement Refinancing Indebtedness is incurred or obtained. Any Other Term Loans may participate on a pro rata basis or on a less than pro rata basis obtained and (but, except as otherwise permitted by this Agreement, not on a greater than pro rata basisy) in any mandatory prepayments under Section 2.03(b)(i), (ii) or (iii)(A), as specified in the applicable Refinancing Amendment. In connection with effectiveness of any Refinancing Amendment, together with the Borrower shalleffectiveness of any increase in Revolving Commitments, if reasonably requested by shall not result in there being more than four separate Maturity Dates in effect for all Revolving Commitments. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.03(a) and (b) (it being understood that all references to “the date of such Credit Event” or similar language in Section 4.03(a) and (b) shall be deemed to refer to the effective date of such Refinancing Amendment). Each Class of Credit Agreement Refinancing Indebtedness incurred under this Section 2.19 shall be in an aggregate principal amount that is not less than $50,000,000 and an integral multiple of $5,000,000 in excess thereof. Any Refinancing Amendment may provide for the issuance of Letters of Credit for the account of the Borrower, pursuant to any Other Revolving Commitments established thereby, on terms substantially equivalent to the terms applicable to Letters of Credit under the Revolving Commitments hereunder. The Administrative AgentAgent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, deliver customary reaffirmation agreements upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans, Other Revolving Loans, Other Revolving Commitments and/or Other Term Commitments). Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the Collateral other Loan Documents as may be reasonably requested by necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.19. In addition, if so provided in order the relevant Refinancing Amendment and with the consent of each Issuing Bank, participations in Letters of Credit expiring on or after the Revolving Maturity Date shall be reallocated from Lenders holding Revolving Commitments hereunder to ensure Lenders holding extended revolving commitments in accordance with the terms of such Refinancing Amendment; provided, however, that such Other Term Loans are provided with participation interests shall, upon receipt thereof by the benefit relevant Lenders holding such extended revolving commitments, be deemed to be participation interests in respect of such extended revolving commitments and the terms of such participation interests (including, without limitation, the commission applicable Loan Documentsthereto) shall be adjusted accordingly.

Refinancing Amendments. (a) At any time after the Closing Restatement Effective Date, the Borrower Company may obtain, obtain from any Lender or any Additional Lender, Other Term Loans to refinance Lender Credit Agreement Refinancing Indebtedness in respect of (a) all or any portion of the applicable Class or Classes of Term Loans then outstanding under this Agreement (which for purposes of this clause (a) will be made pursuant deemed to include any then outstanding Other Term Loan Loans) or (b) all or any portion of the Revolving Credit Loans (or unused Revolving Credit Commitments) under this Agreement (which for purposes of this clause (b) will be deemed to include any then outstanding Other Revolving Loans and Other Revolving Commitments), in the form of (x) Other Term Loans or Other Term Commitments or, subject to the first proviso in the definition of Credit Agreement Refinancing Indebtedness, additional Term Loans of any existing Class or commitments to make additional Term Loans of any existing Class or (y) Other Revolving Credit Loans or Other Revolving Credit Commitments, respectively, in each case pursuant to a Refinancing Amendment; provided that such Other Term Loans Credit Agreement Refinancing Indebtedness (i) may will rank equal in priority pari passu in right of payment and of security with the other Loans and Commitments hereunder, (ii)(Aii) will have interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts, original issue discounts such pricing and optional prepayment terms and premiums as may be agreed by the Borrower Company and the Lenders thereof and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Other Term Loans in addition to any of the items contemplated by the preceding clause (A), in each case, to the extent provided in the applicable Refinancing Amendment, and (iii) may have optional prepayment terms (including call protection and prepayment terms and premiums) as may otherwise be agreed between the Borrower and the Lenders thereof, (iv) will have a final maturity date no earlier than, and will have a Weighted Average Life to Maturity equal to or greater than, the Loans being refinanced (except by virtue of amortization or prepayment of the Loans prior to the time of such refinancing) and (v) will have such other terms and conditions (other than as provided in foregoing clauses (ii) through (iv)) that are identical in all material respects to, or (taken as a whole) are treated hereunder no more restrictive on favorably, including with respect to covenants and events of default, than the Borrower than those applicable to the Loans being refinanced (Refinanced Debt; provided that such terms shall not be deemed to be “more restrictive” solely as a result of the inclusion in the documentation governing such Other Term Loan Commitments and Other Term Loans of a Previously Absent Financial Maintenance Covenant so long as the Administrative Agent shall be given prompt written notice thereof and this Agreement is amended to include such Previously Absent Financial Maintenance Covenant for the benefit of each Facility); provided, further, further that the terms and conditions applicable to such Other Term Loan Commitments and Other Term Loans Credit Agreement Refinancing Indebtedness may provide for any additional or different financial or other covenants or other provisions (including different borrowers) that are agreed between the Borrower Company and the Lenders thereof and applicable only during periods after (A) the Latest Maturity Date in respect of Term Loans that is in effect immediately prior to the date in respect of the Class of Loans being refinanced that is in effect on the date such Other Term Credit Agreement Refinancing Indebtedness is issued, incurred or obtained or (B) the Company and all other Loan Commitments Parties have been released from all obligations in respect of such Credit Agreement Refinancing Indebtedness and Other Term Loans are such Credit Agreement Refinancing Indebtedness has been assumed in full by a new borrower or borrowers as agreed by the applicable Lenders and Additional Lenders in respect of such Credit Agreement Refinancing Indebtedness at the time such Credit Agreement Refinancing Indebtedness is issued, incurred or obtained. Any Other Term Loans may participate on a pro rata basis or on a less than pro rata basis (but, except as otherwise permitted by this Agreement, not on a greater than pro rata basis) in any mandatory prepayments under Section 2.03(b)(i), (ii) or (iii)(A), as specified in the applicable Refinancing Amendment. In connection with The effectiveness of any Refinancing AmendmentAmendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 and, to the Borrower shall, if extent reasonably requested by the Administrative Agent, deliver customary receipt by the Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Restatement Effective Date under Section 7 of the Amendment and Restatement Agreement other than changes to such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent. Each Tranche of Credit Agreement Refinancing Indebtedness incurred under this Section 2.18 (other than additional Term Loans of any existing Class or commitments to make additional Term Loans of any existing Class) shall be in an aggregate principal amount that is not less than $50,000,000. Any Refinancing Amendment may provide for the issuance of Letters of Credit for the account of the Company, or the provision to the Company of Swing Line Loans, pursuant to any Other Revolving Credit Commitments established thereby, in each case on terms substantially equivalent to the terms applicable to Letters of Credit and Swing Line Loans under the Revolving Credit Commitments. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans, Other Revolving Credit Loans, Other Revolving Credit Commitments and/or Other Term Commitments). Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the Collateral other Loan Documents as may be reasonably requested by necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Company, to effect the provisions of this Section. This Section 2.18 shall supersede any provisions in order Section 2.13 or 10.01 to ensure that such Other Term Loans are provided with the benefit of the applicable Loan Documentscontrary.

Refinancing Amendments. (a) At any time On one or more occasions after the Closing Date, the Borrower may obtain, from any Lender or any other bank, financial institution or other institutional lender or investor that agrees to provide any portion of Refinancing Term Loans or Other Revolving Credit Commitments pursuant to a Refinancing Amendment in accordance with this Section 2.15 (each, an “Additional Refinancing Lender”) (provided that (i) solely with respect to Other Revolving Credit Commitments, the Administrative Agent, each Swing Line Lender and each L/C Issuer, if applicable, shall have consented (not to be unreasonably withheld or delayed) to such Lender’s or Additional Refinancing Lender’s providing such Other Revolving Credit Commitments to the extent such consent, if any, would be required under Section 10.07(b) for an assignment of Revolving Credit Commitments to such Lender or Additional Refinancing Lender, Other (ii) with respect to Refinancing Term Loans, any Affiliated Lender providing Refinancing Term Loans shall be subject to refinance the same restrictions set forth in Section 10.07(l) as they would otherwise be subject to with respect to any purchase by or assignment to such Affiliated Lender of Term Loans and (iii) Affiliated Lenders may not provide Other Revolving Credit Commitments), Credit Agreement Refinancing Indebtedness in respect of all or any portion of any Class, as selected by the applicable Class Borrower in its sole discretion, of Term Loans or Classes of Revolving Credit Loans (or unused Commitments in respect thereof) then outstanding under this Agreement which will be made pursuant to Other Agreement, in the form of Refinancing Term Loan Loans, Refinancing Term Commitments, Other Revolving Credit Commitments, or Other Revolving Credit Loans pursuant to a Refinancing Amendment; provided that such Other Term Loans (i) may rank equal notwithstanding anything to the contrary in priority in right of payment and of security with the other Loans and Commitments hereunderthis Section 2.15 or otherwise, (ii)(A1) will have the borrowing and repayment (except for (A) payments of interest and fees at different rates on Other Revolving Credit Commitments (including through fixed interest ratesand related outstandings), interest margins, rate floors, upfront fees, funding discounts, original issue discounts and prepayment terms and premiums as may be agreed by the Borrower and the Lenders thereof and/or (B) additional fees and/or premiums may be payable to repayments required upon the Lenders providing such Other Term Loans in addition to any maturity date of the items contemplated by the preceding Other Revolving Credit Commitments and (C) repayment made in connection with a permanent repayment and termination of commitments (subject to clause (A), in each case, to the extent provided in the applicable Refinancing Amendment, (iii3) may have optional prepayment terms (including call protection and prepayment terms and premiums) as may be agreed between the Borrower and the Lenders thereof, (iv) will have a final maturity date no earlier than, and will have a Weighted Average Life to Maturity equal to or greater than, the Loans being refinanced (except by virtue of amortization or prepayment of the Loans prior to the time of such refinancing) and (v) will have such other terms and conditions (other than as provided in foregoing clauses (ii) through (ivbelow)) that are identical in all material respects to, or (taken as a whole) are no more restrictive on of Loans with respect to Other Revolving Credit Commitments after the Borrower than those applicable to the Loans being refinanced (provided that such terms shall not be deemed to be “more restrictive” solely as a result date of the inclusion in the documentation governing such obtaining any Other Term Loan Revolving Credit Commitments and Other Term Loans of a Previously Absent Financial Maintenance Covenant so long as the Administrative Agent shall be given prompt written notice thereof and this Agreement is amended to include such Previously Absent Financial Maintenance Covenant for the benefit of each Facility); provided, further, that the terms and conditions applicable to such Other Term Loan Commitments and Other Term Loans may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrower and the Lenders thereof and applicable only during periods after the Latest Maturity Date in respect of Term Loans that is in effect immediately prior to the date in respect of the Class of Loans being refinanced that is in effect on the date such Other Term Loan Commitments and Other Term Loans are incurred or obtained. Any Other Term Loans may participate made on a pro rata basis with all other Revolving Credit Commitments, (2) subject to the provisions of Section 2.03(n) and Section 2.04(g) to the extent dealing with Letters of Credit and Swing Line Loans which mature or expire after a maturity date when there exist Other Revolving Credit Commitments with a longer maturity date, all Letters of Credit and Swing Line Loans shall be participated on a less than pro rata basis by all Lenders with Commitments in accordance with their percentage of the Commitments in respect of Revolving Credit Loans (but, and except as otherwise permitted by this Agreementprovided in Section 2.03(n) and Section 2.04(g), not without giving effect to changes thereto on a greater than pro rata basis) in any mandatory prepayments under Section 2.03(b)(ian earlier maturity date with respect to Letters of Credit and Swing Line Loans theretofore incurred or issued), (ii3) or (iii)(A)the permanent repayment of Revolving Credit Loans with respect to, as specified and termination of, Other Revolving Credit Commitments after the date of obtaining any Other Revolving Credit Commitments shall be made on a pro rata basis with all other Commitments in the applicable Refinancing Amendment. In connection with any Refinancing Amendmentrespect of Revolving Credit Loans, except that the Borrower shall, if reasonably requested shall be permitted to permanently repay and terminate commitments of any such Class on a better than a pro rata basis as compared to any other Class with a later maturity date than such Class and (4) assignments and participations of Other Revolving Credit Commitments and Other Revolving Credit Loans shall be governed by the Administrative Agent, deliver customary reaffirmation agreements and/or such amendments same assignment and participation provisions applicable to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Other Term Loans are provided with the benefit of the applicable Loan DocumentsRevolving Credit Commitments and Revolving Credit Loans.

Refinancing Amendments. (a) At any time after the Closing Restatement Effective Date, the Company or any Overseas Borrower may obtain, obtain from any Lender or any Additional Lender, Other Term Loans to refinance Lender Credit Agreement Refinancing Indebtedness in respect of (a) all or any portion of the applicable Class or Classes of Term Loans then outstanding under this Agreement (which for purposes of this clause (a) will be made pursuant deemed to include any then outstanding Other Term Loan Loans) or (b) all or any portion of the Revolving Credit Loans (or unused Revolving Credit Commitments) under this Agreement (which for purposes of this clause (b) will be deemed to include any then outstanding Other Revolving Loans and Other Revolving Commitments), in the form of (x) Other Term Loans or Other Term Commitments or (y) Other Revolving Credit Loans or Other Revolving Credit Commitments, respectively, in each case pursuant to a Refinancing Amendment; provided that such Other Term Loans Credit Agreement Refinancing Indebtedness (i) may will rank equal in priority pari passu in right of payment and of security with the other Loans and Commitments hereunder, (ii)(Aii) will have interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts, original issue discounts such pricing and optional prepayment terms and premiums as may be agreed by the Borrower Company and the Lenders thereof and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Other Term Loans in addition to any of the items contemplated by the preceding clause (A), in each case, to the extent provided in the applicable Refinancing Amendment, and (iii) may have optional prepayment terms (including call protection and prepayment terms and premiums) as may otherwise be agreed between the Borrower and the Lenders thereof, (iv) will have a final maturity date no earlier than, and will have a Weighted Average Life to Maturity equal to or greater than, the Loans being refinanced (except by virtue of amortization or prepayment of the Loans prior to the time of such refinancing) and (v) will have such other terms and conditions (other than as provided in foregoing clauses (ii) through (iv)) that are identical in all material respects to, or (taken as a whole) are treated hereunder no more restrictive on favorably, including with respect to covenants and events of default, than the Borrower than those applicable to the Loans being refinanced (Refinanced Debt; provided that such terms shall not be deemed to be “more restrictive” solely as a result of the inclusion in the documentation governing such Other Term Loan Commitments and Other Term Loans of a Previously Absent Financial Maintenance Covenant so long as the Administrative Agent shall be given prompt written notice thereof and this Agreement is amended to include such Previously Absent Financial Maintenance Covenant for the benefit of each Facility); provided, further, further that the terms and conditions applicable to such Other Term Loan Commitments and Other Term Loans Credit Agreement Refinancing Indebtedness may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrower Company and the Lenders thereof and applicable only during periods after the Latest Maturity Date in respect of Term Loans that is in effect immediately prior to the date in respect of the Class of Loans being refinanced that is in effect on the date such Other Term Loan Commitments and Other Term Loans are Credit Agreement Refinancing Indebtedness is issued, incurred or obtained. Any Other Term Loans may participate on a pro rata basis or on a less than pro rata basis (but, except as otherwise permitted by this Agreement, not on a greater than pro rata basis) in any mandatory prepayments under Section 2.03(b)(i), (ii) or (iii)(A), as specified in the applicable Refinancing Amendment. In connection with The effectiveness of any Refinancing AmendmentAmendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 and, to the Borrower shall, if extent reasonably requested by the Administrative Agent, deliver customary receipt by the Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Restatement Effective Date under Section 7 of the Amendment and Restatement Agreement other than changes to such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent. Each Tranche of Credit Agreement Refinancing Indebtedness incurred under this Section 2.18 shall be in an aggregate principal amount that is not less than $50,000,000. Any Refinancing Amendment may provide for the issuance of Letters of Credit for the account of the Company, or the provision to the Company of Swing Line Loans, pursuant to any Other Revolving Credit Commitments established thereby, in each case on terms substantially equivalent to the terms applicable to Letters of Credit and Swing Line Loans under the Revolving Credit Commitments. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans, Other Revolving Credit Loans, Other Revolving Credit Commitments and/or Other Term Commitments). Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the Collateral other Loan Documents as may be reasonably requested by necessary or appropriate, in the reasonable opinion of the Administrative Agent in order and the Company, to ensure that such Other Term Loans are provided with effect the benefit provisions of the applicable Loan Documentsthis Section.

Refinancing Amendments. (a) At any time On one or more occasions after the Closing Date, the Borrower may obtain, from any Lender or any other bank, financial institution or other institutional lender or investor that agrees to provide any portion of Refinancing Term Loans or Other Revolving Credit Commitments pursuant to a Refinancing Amendment in accordance with this Section 2.15 (each, an “Additional Refinancing Lender”) (provided that (i) the Administrative Agent, each Swing Line Lender and each L/C Issuer shall have consented (not to be unreasonably withheld or delayed) to such Lender’s or Additional Refinancing Lender’s making such Refinancing Term Loans or providing such Other Revolving Credit Commitments to the extent such consent, if any, would be required under Section 10.07(b) for an assignment of Loans or Revolving Credit Commitments, as applicable, to such Lender or Additional Refinancing Lender, Other (ii) with respect to Refinancing Term Loans, any Affiliated Lender providing an Refinancing Term Loans shall be subject to refinance the same restrictions set forth in Section 10.07(l) as they would otherwise be subject to with respect to any purchase by or assignment to such Affiliated Lender of Term Loans and (iii) Affiliated Lenders may not provide Other Revolving Credit Commitments, Credit Agreement Refinancing Indebtedness referred to in clause (d) of the definition thereof in respect of all or any portion of the applicable any Class of Term Loans or Classes of Revolving Credit Loans (or unused Revolving Credit Commitments) then outstanding under this Agreement which will be made pursuant to Other Agreement, in the form of Refinancing Term Loan Loans, Refinancing Term Commitments, Other Revolving Credit Commitments, or Other Revolving Credit Loans pursuant to a Refinancing Amendment; provided that such Other Term Loans (i) may rank equal that, notwithstanding anything to the contrary in priority in right of payment and of security with the other Loans and Commitments hereunderthis Section 2.15 or otherwise, (ii)(A1) will have the borrowing and repayment (except for (A) payments of interest and fees at different rates on Other Revolving Credit Commitments (including through fixed interest ratesand related outstandings), interest margins, rate floors, upfront fees, funding discounts, original issue discounts and prepayment terms and premiums as may be agreed by the Borrower and the Lenders thereof and/or (B) additional fees and/or premiums may be payable to repayments required upon the Lenders providing such Other Term Loans in addition to any maturity date of the items contemplated by the preceding Other Revolving Credit Commitments and (C) repayment made in connection with a permanent repayment and termination of commitments (subject to clause (A), in each case, to the extent provided in the applicable Refinancing Amendment, (iii3) may have optional prepayment terms (including call protection and prepayment terms and premiums) as may be agreed between the Borrower and the Lenders thereof, (iv) will have a final maturity date no earlier than, and will have a Weighted Average Life to Maturity equal to or greater than, the Loans being refinanced (except by virtue of amortization or prepayment of the Loans prior to the time of such refinancing) and (v) will have such other terms and conditions (other than as provided in foregoing clauses (ii) through (ivbelow)) that are identical in all material respects to, or (taken as a whole) are no more restrictive on of Loans with respect to Other Revolving Credit Commitments after the Borrower than those applicable to the Loans being refinanced (provided that such terms shall not be deemed to be “more restrictive” solely as a result date of the inclusion in the documentation governing such obtaining any Other Term Loan Revolving Credit Commitments and Other Term Loans of a Previously Absent Financial Maintenance Covenant so long as the Administrative Agent shall be given prompt written notice thereof and this Agreement is amended to include such Previously Absent Financial Maintenance Covenant for the benefit of each Facility); provided, further, that the terms and conditions applicable to such Other Term Loan Commitments and Other Term Loans may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrower and the Lenders thereof and applicable only during periods after the Latest Maturity Date in respect of Term Loans that is in effect immediately prior to the date in respect of the Class of Loans being refinanced that is in effect on the date such Other Term Loan Commitments and Other Term Loans are incurred or obtained. Any Other Term Loans may participate made on a pro rata basis with all other Revolving Credit Commitments, (2) subject to the provisions of Section 2.03(n) and Section 2.04(g) to the extent dealing with Swing Line Loans and Letters of Credit which mature or expire after a maturity date when there exist Other Revolving Credit Commitments with a longer maturity date, all Swing Line Loans and Letters of Credit shall be participated on a less than pro rata basis by all Lenders with Commitments in accordance with their percentage of the Revolving Credit Commitments (but, and except as otherwise permitted by this Agreementprovided in Section 2.03(n) and Section 2.04(g), not without giving effect to changes thereto on a greater than pro rata basis) in any mandatory prepayments under Section 2.03(b)(ian earlier maturity date with respect to Swing Line Loans and Letters of Credit theretofore incurred or issued), (ii3) or (iii)(A)the permanent repayment of Revolving Credit Loans with respect to, as specified in and termination of, Other Revolving Credit Commitments after the applicable Refinancing Amendment. In connection date of obtaining any Other Revolving Credit Commitments shall be made on a pro rata basis with any Refinancing Amendmentall other Revolving Credit Commitments, except that the Borrower shall, if reasonably requested shall be permitted to permanently repay and terminate commitments of any such Class on a better than a pro rata basis as compared to any other Class with a later maturity date than such Class and (4) assignments and participations of Other Revolving Credit Commitments and Other Revolving Credit Loans shall be governed by the Administrative Agent, deliver customary reaffirmation agreements and/or such amendments same assignment and participation provisions applicable to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Other Term Loans are provided with the benefit of the applicable Loan DocumentsRevolving Credit Commitments and Revolving Credit Loans.

Refinancing Amendments. (a) At any time after the Closing Date, the Borrower may obtain, from any Lender or any Additional Lender, Other Credit Agreement Refinancing Indebtedness under this Agreement in respect of (i) all or any portion of any Incremental Term Loans to refinance then outstanding under this Agreement or (ii) all or any portion of the applicable Class Revolving Loans and related extensions of credit (or Classes of Loans then outstanding unused Revolving Loan Commitments) under this Agreement which will be made pursuant to Agreement, in the form of (x) Other Term Loans or Other Term Loan Commitments or (y) Other Revolving Loans or Other Revolving Commitments, as the case may be, in each case, pursuant to a Refinancing Amendment; provided that such Other Term Loans Credit Agreement Refinancing Indebtedness (i) may will rank equal in priority pari passu (or, at the Borrower’s option, junior) in right of payment and of security with the other Loans and Commitments hereunder, (ii)(Aii) shall not be secured by any assets not constituting Collateral and shall not be guaranteed by any entity that is not a Subsidiary Guarantor, (iii) will have interest rates (including through fixed interest rates)such pricing, interest margins, rate floors, upfront fees, funding discounts, original issue discounts and prepayment optional prepayments or redemption terms and premiums as may be agreed by the Borrower and the Lenders thereof and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Other Term Loans in addition to any of the items contemplated by the preceding clause (A), in each case, to the extent provided in the applicable Refinancing Amendment, (iii) may have optional prepayment terms (including call protection and prepayment terms and premiums) as may be agreed between the Borrower and the Lenders lenders thereof, (iv) will have will, in the case of any Credit Agreement Refinancing Indebtedness in the form of Other Term Loans or Other Term Loan Commitments, share ratably in (or, if junior in right of payment or as to security, on a final junior basis in respect of) any prepayments of Term Loans (unless the Other Term Loans agree to participate on a less than pro rata basis in any voluntary or mandatory prepayments or repayments), (v) will, in the case of any Credit Agreement Refinancing Indebtedness in the form of Other Revolving Loans or Other Revolving Commitments, provide that (1) the borrowing and repayment (except for (A) payments of interest and fees at different rates on Other Revolving Commitments (and related outstandings), (B) repayments required upon the maturity date no of the Other Revolving Commitments and (C) repayment made in connection with a permanent repayment and termination of commitments (subject to clause (3) below)) of Loans with respect to Other Revolving Commitments after the date of obtaining any Other Revolving Commitments shall be made on a pro rata basis with all other Revolving Loan Commitments, (2) subject to the provisions of Section 2.01(d) and Section 3.07 to the extent dealing with Swingline Loans and Letters of Credit which mature or expire after a maturity date when there exists Revolving Loan Commitments with a longer maturity date, all Swingline Loans and Letters of Credit shall be participated by Lenders holding Other Revolving Commitments on a pro rata basis with all Lenders with Revolving Loan Commitments in accordance with their percentage of the Other Revolving Loan Commitments and Revolving Loan Commitments (and except as provided in Section 2.01(d) and Section 3.07, without giving effect to changes thereto on an earlier thanmaturity date with respect to Swingline Loans and Letters of Credit theretofore incurred or issued), (3) the permanent repayment of Revolving Loans with respect to, and termination of, other Revolving Loan Commitments after the date of obtaining any Other Revolving Commitments shall be made on a pro rata basis with all other Revolving Loan Commitments, except that the Borrower shall be permitted to permanently repay and terminate commitments of any such Class on a better than a pro rata basis as compared to any other Class with a later maturity date than such Class and (4) assignments and participations of Other Revolving Commitments and Other Revolving Loans shall be governed by the same assignment and participation provisions applicable to Initial Revolving Loan Commitments and Initial Revolving Loans, (vi) in the case of any Credit Agreement Refinancing Indebtedness that is (x) pari passu, shall be subject to the First Lien Intercreditor Agreement and (y) junior to the Obligations under this Agreement with respect to security, shall be subject to the Junior Lien Intercreditor Agreement, (vii) in the case of any Other Revolving Loans and Other Revolving Commitments, will have a Weighted Average Life not contain any mandatory prepayment or commitment reduction provisions other than any such provisions applicable to Maturity equal to or greater than, the then-existing Revolving Loans being refinanced (except by virtue of amortization or prepayment of the Loans and Revolving Loan Commitments prior to the time of such refinancing) Latest Maturity Date with respect to any then in effect Revolving Loans and Revolving Commitments and (vviii) will have such other terms and conditions (other than as provided in foregoing clauses (ii) through (iv)) that are substantially identical in all material respects to, or (taken as a whole) are no more restrictive on favorable (as reasonably determined by the Borrower than those applicable Borrower) to the Loans being refinanced (provided that investors providing such terms shall not be deemed to be “more restrictive” solely as a result of Credit Agreement Refinancing Indebtedness than, the inclusion in the documentation governing such Other Term Loan Commitments and Other Term Loans of a Previously Absent Financial Maintenance Covenant so long as the Administrative Agent shall be given prompt written notice thereof and this Agreement is amended to include such Previously Absent Financial Maintenance Covenant for the benefit of each Facility)Refinanced Debt; provided, further, that the terms and conditions applicable to such Other Term Loan Commitments and Other Term Loans Credit Agreement Refinancing Indebtedness may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrower and the Lenders thereof and applicable only during periods after the Latest Maturity Date in respect of Term Loans that is in effect immediately prior to the date in respect of the Class of Loans being refinanced that is in effect on the date such Other Term Loan Commitments and Other Term Loans are Credit Agreement Refinancing Indebtedness is issued, incurred or obtained. Any Other Term Loans may participate on a pro rata basis or on a Each Class of Credit Agreement Refinancing Indebtedness incurred under this Section 2.17 shall be in an aggregate principal amount that is (x) not less than pro rata basis $15,000,000 and (but, except as otherwise permitted by this Agreement, not on a greater than pro rata basisy) an integral multiple of $5,000,000 in any mandatory prepayments under Section 2.03(b)(i), (ii) or (iii)(A), as specified in the applicable Refinancing Amendment. In connection with any Refinancing Amendment, the Borrower shall, if reasonably requested by the Administrative Agent, deliver customary reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Other Term Loans are provided with the benefit of the applicable Loan Documentsexcess thereof.

Refinancing Amendments. (a) At any time On one or more occasions after the Closing 2021 Amendment Effective Date, the Borrower Borrowers may obtain, from any Lender or any other bank, financial institution or other institutional lender or investor that agrees to provide any portion of Credit Agreement Refinancing Indebtedness in the form of Refinancing Term Loans or Other Revolving Credit Commitments pursuant to a Refinancing Amendment in accordance with this Section 2.15 (each, an “Additional Refinancing Lender”) (provided that (i) solely with respect to Other Revolving Credit Commitments and Other Revolving Credit Loans, the Administrative Agent, each Swing Line Lender and each L/C Issuer shall have consented (not to be unreasonably withheld or delayed) to such Lender’s or Additional Refinancing Lender’s providing such Other Revolving Credit Commitments to the extent such consent, if any, would be required under Section 10.07(b) for an assignment of Revolving Credit Commitments to such Lender or Additional Refinancing Lender, Other unless such Lender or Additional Refinancing Lender is an existing Revolving Credit Lender or any Affiliate or Approved Fund of an existing Revolving Credit Lender, (ii) with respect to Refinancing Term Loans, any Affiliated Lender providing Refinancing Term Loans shall be subject to refinance the same restrictions set forth in Section 10.07(j) as they would otherwise be subject to with respect to any purchase by or assignment to such Affiliated Lender of Term Loans and (iii) Affiliated Lenders may not provide Other Revolving Credit Commitments), in respect of all or any portion of any Class, series or tranche, as selected by the applicable Class Borrowers in their sole discretion without prejudice to Section 2.05(a)(i), of Term Loans or Classes of Revolving Credit Loans (or unused Revolving Credit Commitments or Additional Facility Commitments) then outstanding under this Agreement which will be made pursuant to Other Agreement, in the form of Refinancing Term Loan Loans, Refinancing Term Commitments, Other Revolving Credit Commitments, or Other Revolving Credit Loans, in each case, constituting Credit Agreement Refinancing Indebtedness pursuant to a Refinancing Amendment; provided that such Other Term Loans (i) may rank equal notwithstanding anything to the contrary in priority in right of payment and of security with the other Loans and Commitments hereunderthis Section 2.15 or otherwise, (ii)(AA) will have the borrowing and repayment (except for (1) payments of interest and fees at different rates on Other Revolving Credit Commitments (including through fixed interest ratesand related outstandings), interest margins, rate floors, upfront fees, funding discounts, original issue discounts and prepayment terms and premiums as may be agreed by (2) repayments required upon the Borrower and the Lenders thereof and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Other Term Loans in addition to any maturity date of the items contemplated by the preceding Other Revolving Credit Commitments, (3) repayments made in connection with any refinancing of Other Revolving Credit Commitments and (4) repayment made in connection with a permanent repayment and termination of commitments (subject to clause (AC) below)) of Loans with respect to Other Revolving Credit Commitments after the date of obtaining any Other Revolving Credit Commitments shall be made on a pro rata basis (or, in each casethe case of repayment, to the extent provided in the applicable Refinancing Amendment, (iii) may have optional prepayment terms (including call protection and prepayment terms and premiums) as may be agreed between the Borrower and the Lenders thereof, (iv) will have a final maturity date no earlier than, and will have a Weighted Average Life to Maturity equal to or greater than, the Loans being refinanced (except by virtue of amortization or prepayment of the Loans prior to the time of such refinancing) and (v) will have such other terms and conditions (other than as provided in foregoing clauses (ii) through (iv)) that are identical in all material respects to, or (taken as a whole) are no more restrictive on the Borrower than those applicable to the Loans being refinanced (provided that such terms shall not be deemed to be “more restrictive” solely as a result of the inclusion in the documentation governing such Other Term Loan Commitments and Other Term Loans of a Previously Absent Financial Maintenance Covenant so long as the Administrative Agent shall be given prompt written notice thereof and this Agreement is amended to include such Previously Absent Financial Maintenance Covenant for the benefit of each Facility); provided, further, that the terms and conditions applicable to such Other Term Loan Commitments and Other Term Loans may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrower and the Lenders thereof and applicable only during periods after the Latest Maturity Date in respect of Term Loans that is in effect immediately prior to the date in respect of the Class of Loans being refinanced that is in effect on the date such Other Term Loan Commitments and Other Term Loans are incurred or obtained. Any Other Term Loans may participate on a pro rata basis or less than pro rata basis) with all other Revolving Credit Commitments, (B) subject to the provisions of Section 2.03(m) and Section 2.04(g) to the extent dealing with Swing Line Loans and Letters of Credit which mature or expire after a maturity date when there exist Other Revolving Credit Commitments with a longer maturity date, all Swing Line Loans and Letters of Credit shall be participated on a pro rata basis by all Lenders with Commitments in accordance with their percentage of the Revolving Credit Commitments existing on the date such Other Revolving Credit Commitments are obtained (and except as provided in Section 2.03(m) and Section 2.04(g), without giving effect to changes thereto on an earlier maturity date with respect to Swing Line Loans and Letters of Credit theretofore incurred or issued), (C) the permanent repayment of Revolving Credit Loans with respect to, and termination of, Other Revolving Credit Commitments after the date of obtaining any Other Revolving Credit Commitments shall be made on a pro rata basis, less than pro rata basis (but, except as otherwise permitted by this Agreement, not on a or greater than pro rata basisbasis with all other Revolving Credit Commitments and (D) in any mandatory prepayments under Section 2.03(b)(i), (ii) or (iii)(A), as specified in the applicable Refinancing Amendment. In connection with any Refinancing Amendment, the Borrower shall, if reasonably requested assignments and participations of Other Revolving Credit Commitments and Other Revolving Credit Loans shall be governed by the Administrative Agent, deliver customary reaffirmation agreements and/or such amendments same assignment and participation provisions applicable to Revolving Credit Commitments and Revolving Credit Loans existing on the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that date such Other Term Loans Revolving Credit Commitments are provided with the benefit of the applicable Loan Documentsobtained.

Refinancing Amendments. (a) At any time after the Closing Effective Date, the Borrower may obtain, from any Lender or any Additional Lender, Credit Agreement Refinancing Indebtedness in the form (a) of Other Term Loans to refinance or Other Term Commitments in respect of all or any portion of the applicable Class or Classes of Term Loans then outstanding under this Agreement (which for purposes of this clause (a) will be made pursuant deemed to include any then outstanding Other Term Loan Loans), or (b) Other Revolving Loans or Other Revolving Commitments in respect of all or any portion of the Revolving Loans (and unused Revolving Commitments) under this Agreement, in each case pursuant to a Refinancing Amendment; provided that such Other Term Loans Credit Agreement Refinancing Indebtedness (i) may will rank equal in priority pari passu or junior in right of payment and and/or of security with the other Loans and Commitments hereunder, or shall be unsecured, in each case subject to intercreditor arrangements (ii)(Awhich may take the form of modifications to the payment or collection “waterfall” provisions in the Loan Documents) reasonably acceptable to the Administrative Agent, (ii) will have interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts, original issue discounts such pricing and optional prepayment terms and premiums as may be agreed by the Borrower and the Lenders thereof and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Other Term Loans in addition to any of the items contemplated by the preceding clause (A), in each case, to the extent provided in the applicable Refinancing Amendmentthereof, (iii) may have optional prepayment terms (including call protection and prepayment terms and premiumsx) as may be agreed between the Borrower and the Lenders thereofwith respect to any Other Revolving Loans or Other Revolving Commitments, (iv) will have a final maturity date no earlier thanthat is not prior to the maturity date of the Revolving Loans (or unused Revolving Commitments) being refinanced, and (y) with respect to any Other Term Loans or Other Term Commitments, will have a maturity date that is not prior to the maturity date of, and will have a Weighted Average Life to Maturity equal to or greater that is not shorter than, the Term Loans being refinanced refinanced, (except by virtue of amortization or prepayment of the Loans prior to the time of such refinancing) and (viv) will have such other terms and conditions (other than as provided in foregoing clauses (ii) through (iv)) that are substantially identical in all material respects to, or less favorable to the Lenders providing such Credit Agreement Refinancing Indebtedness than, the Refinanced Debt and (taken as vi) will be applied, on a whole) are no more restrictive on the Borrower than those applicable pro rata basis, to the Loans being refinanced (and Commitments subject to such proposed refinancing; provided that such terms shall not be deemed to be “more restrictive” solely as a result of the inclusion in the documentation governing such Other Term Loan Commitments and Other Term Loans of a Previously Absent Financial Maintenance Covenant so long as the Administrative Agent shall be given prompt written notice thereof and this Agreement is amended to include such Previously Absent Financial Maintenance Covenant for the benefit of each Facility); provided, further, further that the terms and conditions applicable to such Other Term Loan Commitments and Other Term Loans Credit Agreement Refinancing Indebtedness may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrower and the Lenders thereof and applicable only during periods after the Latest Maturity Date in respect of Term Loans that is in effect immediately prior to the date in respect of the Class of Loans being refinanced that is in effect on the date such Other Term Loan Commitments and Other Term Loans are Credit Agreement Refinancing Indebtedness is incurred or obtained. Any Other Term Loans may participate on a pro rata basis or on a less than pro rata basis (but, except as otherwise permitted by this Agreement, not on a greater than pro rata basis) in any mandatory prepayments under Section 2.03(b)(i), (ii) or (iii)(A), as specified in the applicable Refinancing Amendment. In connection with The effectiveness of any Refinancing AmendmentAmendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 and, to the Borrower shall, if extent reasonably requested by the Administrative Agent, deliver customary receipt by the Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Effective Date under Section 4.01 (other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent). Each Class of Credit Agreement Refinancing Indebtedness incurred under this Section 2.21 shall be in an aggregate principal amount that is (x) not less than $5,000,000 and (y) an integral multiple of $1,000,000 in excess thereof. Any Refinancing Amendment may provide for the issuance of Letters of Credit for the account of the Borrower or the provision to the Borrower of Swingline Loans, pursuant to any Other Revolving Commitments established thereby, in each case on terms substantially equivalent to the terms applicable to Letters of Credit and Swingline Loans under the Revolving Commitments. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment and shall make available to the Lenders a copy of any such Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans, Other Revolving Loans, Other Revolving Commitments and/or Other Term Commitments). Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the Collateral other Loan Documents as may be reasonably requested by necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section. In addition, if so provided in order the relevant Refinancing Amendment and with the consent of each Issuing Bank, participations in Letters of Credit expiring on or after the Revolving Maturity Date shall be reallocated from Lenders holding Revolving Commitments to ensure Lenders holding extended revolving commitments in accordance with the terms of such Refinancing Amendment; provided, however, that such Other Term Loans are provided with participation interests shall, upon receipt thereof by the benefit relevant Lenders holding Revolving Commitments, be deemed to be participation interests in respect of such Revolving Commitments and the terms of such participation interests (including, without limitation, the commission applicable Loan Documentsthereto) shall be adjusted accordingly.

Refinancing Amendments. (a) At any time after the Closing Effective Date, the Borrower Borrowers may obtain, from any Lender or any Additional Lender, Other Term Loans to refinance Credit Agreement Refinancing Indebtedness in respect of (a) all or any portion of the applicable Class or Classes of Term Loans then outstanding under this Agreement (which for purposes of this clause (a) will be made pursuant deemed to include any then outstanding Other Term Loan Loans) or (b) all or any portion of the Revolving Loans (or unused Revolving Commitments) under this Agreement (which for purposes of this clause (b) will be deemed to include any then outstanding Other Revolving Loans and Other Revolving Commitments), in the form of (x) Other Term Loans or Other Term Commitments or (y) Other Revolving Loans or Other Revolving Commitments, as the case may be, in each case pursuant to a Refinancing Amendment; provided that such Other Term Loans Credit Agreement Refinancing Indebtedness (i) may rank equal in priority in right of payment and of security with the other Loans and Commitments hereunder, (ii)(A) will have interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts, original issue discounts such pricing and optional prepayment terms and premiums as may be agreed by the Borrower and the Lenders thereof and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Other Term Loans in addition to any of the items contemplated by the preceding clause (A), in each case, to the extent provided in the applicable Refinancing Amendment, (iii) may have optional prepayment terms (including call protection and prepayment terms and premiums) as may be agreed between the Borrower Borrowers and the Lenders thereof, (ivii) (x) with respect to any Other Revolving Loans or Other Revolving Commitments, will have a final maturity date no earlier thanthat is not prior to the maturity date of Revolving Loans (or unused Revolving Commitments) being refinanced and (y) with respect to any Other Term Loans or Other Term Commitments, and will have a Weighted Average Life to Maturity equal to or greater than, the Loans being refinanced (except by virtue of amortization or prepayment of the Loans maturity date that is not prior to the time maturity date of the Term Loans being refinanced, and (iii) the proceeds of such refinancing) and (v) will have such other terms and conditions (other than as provided in foregoing clauses (ii) through (iv)) that are identical in all material respects toCredit Agreement Refinancing Indebtedness shall be applied, or (taken as a whole) are no more restrictive on substantially concurrently with the Borrower than those applicable incurrence thereof, to the Loans being refinanced (provided that such terms shall not be deemed to be “more restrictive” solely as a result prepayment of the inclusion in the documentation governing such Other Term Loan Commitments and Other outstanding Term Loans or reduction of a Previously Absent Financial Maintenance Covenant Revolving Commitments being so long refinanced, as the Administrative Agent shall be given prompt written notice thereof and this Agreement is amended to include such Previously Absent Financial Maintenance Covenant for the benefit of each Facility)case may be; provided, further, provided further that the terms and conditions applicable to such Other Term Loan Commitments and Other Term Loans Credit Agreement Refinancing Indebtedness may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrower Borrowers and the Lenders thereof and applicable only during periods after the Latest Maturity Date in respect of Term Loans that is in effect immediately prior to the date in respect of the Class of Loans being refinanced that is in effect on the date such Other Term Loan Commitments and Other Term Loans are Credit Agreement Refinancing Indebtedness is issued, incurred or obtained. Any Each Class of Credit Agreement Refinancing Indebtedness incurred under this Section 2.21 shall be in an aggregate principal amount that is (x) not less than $10,000,000 in the case of Other Term Loans may participate on a pro rata basis or on a less than pro rata basis (but, except as otherwise permitted by this Agreement, not on a greater than pro rata basis) in any mandatory prepayments under Section 2.03(b)(i), (ii) or (iii)(A), as specified $10,000,000 in the case of Other Revolving Loans and (y) an integral multiple of $1,000,000 in excess thereof. Any Refinancing Amendment may provide for the issuance of Letters of Credit for the account of the Borrowers, or the provision to the Borrowers of Swingline Loans, pursuant to any Other Revolving Commitments established thereby, in each case on terms substantially equivalent to the terms applicable to Letters of Credit and Swingline Loans under the Revolving Commitments. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. In connection with Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the Borrower shallextent (but only to the extent) necessary to reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans, if reasonably requested by Other Revolving Loans, Other Revolving Commitments and/or Other Term Commitments). Any Refinancing Amendment may, without the Administrative Agentconsent of any other Lenders, deliver customary reaffirmation agreements and/or effect such amendments to this Agreement and the Collateral other Loan Documents as may be reasonably requested by necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrowers, to effect the provisions of this Section. In addition, if so provided in order the relevant Refinancing Amendment and with the consent of each Issuing Bank, participations in Letters of Credit expiring on or after the Revolving Maturity Date shall be reallocated from Lenders holding Revolving Commitments to ensure Lenders holding extended revolving commitments in accordance with the terms of such Refinancing Amendment; provided, however, that such Other Term Loans are provided with participation interests shall, upon receipt thereof by the benefit relevant Lenders holding Revolving Commitments, be deemed to be participation interests in respect of such Revolving Commitments and the terms of such participation interests (including, without limitation, the commission applicable Loan Documentsthereto) shall be adjusted accordingly.

Refinancing Amendments. (a) At any time after the Closing Eleventh Amendment Effective Date, the Borrower may obtain, from any Lender or any Additional Lender, Other Term Loans to refinance Credit Agreement Refinancing Indebtedness in respect of all or any portion of the applicable Class or Classes of Term Loans then outstanding under this Agreement which will be made pursuant to Other Agreement, in the form of Refinancing Term Loans or Refinancing Term Loan Commitments, Commitments in each case pursuant to a Refinancing Amendment; provided that such Other Term Loans Credit Agreement Refinancing Indebtedness (i) may rank equal in priority in right of payment and of security with the other Loans and Commitments hereunder, (ii)(A) will have interest rates (including through fixed interest rates)such pricing, interest margins, rate floors, upfront fees, funding discounts, original issue discounts premiums and optional prepayment or redemption terms and premiums as may be agreed by the Borrower and the Lenders thereof and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Other Term Loans in addition to any of the items contemplated by the preceding clause (A), in each case, to the extent provided in the applicable Refinancing Amendment, (iii) may have optional prepayment terms (including call protection and prepayment terms and premiums) as may be agreed between the Borrower and the Lenders lenders thereof, (ivii) will have a final maturity date that is no earlier than, and will have a Weighted Average Life to Maturity equal to or greater than, the Term Loans being refinanced refinanced, (except by virtue of amortization or prepayment iii)(A) constitutes Indebtedness of the Loans prior Borrower that is not guaranteed by any Subsidiary that is not a Subsidiary Guarantor, (B) is not secured by any assets of the Borrower or any Subsidiary other than the Collateral (and, if secured, the security agreements relating to such Indebtedness are substantially the same as the Collateral Documents (with such changes as are reasonably satisfactory to the time of such refinancingAdministrative Agent)) and (vC) a Senior Representative acting on behalf of the holders of such Indebtedness shall have become party to or otherwise subject to one or more intercreditor agreements reasonably satisfactory to the Administrative Agent, and (iv) will have such other terms covenants and conditions events of default (other than as provided in foregoing clauses (ii) through (iv)which, for the avoidance of doubt, excludes pricing, premiums and optional prepayment or redemption terms) that are substantially identical in all material respects to, or (taken as a wholewhole as determined by the Borrower in its reasonable judgment) are no more restrictive on favorable to the Borrower lenders or holders providing such Credit Agreement Refinancing Indebtedness than those applicable to the Term Loans being refinanced (are to the Lenders of such Term Loans; provided that such terms shall not be deemed to be “more restrictive” solely as a result the covenants and events of the inclusion in the documentation governing such Other Term Loan Commitments and Other Term Loans of a Previously Absent Financial Maintenance Covenant so long as the Administrative Agent shall be given prompt written notice thereof and this Agreement is amended to include such Previously Absent Financial Maintenance Covenant for the benefit of each Facility); provided, further, that the terms and conditions default applicable to such Other Term Loan Commitments and Other Term Loans Credit Agreement Refinancing Indebtedness may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrower and the Lenders lenders thereof and applicable only during periods after the Latest Maturity Date in respect of Term Loans that is in effect immediately prior to the date in respect of the Class of Loans being refinanced that is in effect on the date such Other Term Loan Commitments and Other Term Loans are Credit Agreement Refinancing Indebtedness is issued, incurred or obtained; provided, further, that a certificate of a Responsible Officer delivered to the Administrative Agent at least five (5) Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material covenants and events of default of such Indebtedness or drafts of the documentation relating thereto, stating that the Borrower has determined in good faith that such covenants and events of default satisfy the requirement of this clause (iv) shall be conclusive evidence that such covenants and events of 100 default satisfy such requirement unless the Administrative Agent notifies the Borrower within such five (5) Business Day period that it disagrees with such determination (including a description of the basis upon which it disagrees)). Any Other Refinancing Term Loans may participate on a pro rata basis or on a less than pro rata basis (but, except as otherwise permitted by this Agreement, but not on a greater than pro rata basis) in any voluntary or mandatory prepayments under Section 2.03(b)(i), (ii) or (iii)(A)hereunder, as specified in the applicable Refinancing Amendment. In connection with The effectiveness of any Refinancing AmendmentAmendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 5.2 and, to the Borrower shall, if extent reasonably requested by the Administrative Agent, deliver customary receipt by the Administrative Agent of legal opinions, board resolutions, officers’ certificates, mortgage amendments and other documentation and instruments with respect to real property collateral and/or reaffirmation agreements substantially consistent with those delivered on the Ninth Amendment Effective Date (other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent). Any Credit Agreement Refinancing Indebtedness incurred under this Section 2.14 shall be in an aggregate principal amount that is not less than $25,000,000 (or such lesser amount as the Administrative Agent may agree). The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Term Loans and Commitments subject thereto as Refinancing Term Loans and/or Refinancing Term Loan Commitments). Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the Collateral other Loan Documents as may be reasonably requested by necessary or appropriate, in the reasonable opinion of the Administrative Agent in order and the Borrower, to ensure that such Other Term Loans are provided with effect the benefit provisions of the applicable Loan Documentsthis Section 2.14.

Refinancing Amendments. (a) At any time after the Closing Date, the Borrower may obtain, obtain from any existing Lender or any other Person reasonably satisfactory to the Borrower (any such existing Lender or other Person being called an “Additional Refinancing Lender”) (and, in the case of any Additional Refinancing Lender (other than any existing Lender) that will hold Other Term Loans Commitments, such Person shall also be reasonably satisfactory to refinance the Administrative Agent and, in the case of Other Revolving Commitments, each of the Issuing Banks) Credit Agreement Refinancing Indebtedness in respect of (a) all or any portion of the applicable Class or Classes of Term Loans then outstanding under this Agreement (which for purposes of this clause (a) will be made pursuant deemed to include any then outstanding Other Term Loan Loans constituting Term Loans) or (b) all or any portion of the Revolving Commitments (including the corresponding portion of the Revolving Loans) under this Agreement (which for purposes of this clause (b) will be deemed to include any then outstanding Other Revolving Commitments (including the corresponding portion of the Other Revolving Loans)), in the form of Other Term Loans, Other Term Commitments, Other Revolving Loans or Other Revolving Commitments, in each case pursuant to a Refinancing Amendment; provided that such Other Term Loans (i) may such Credit Agreement Refinancing Indebtedness shall rank equal in priority pari passu or junior in right of payment and of security with the other Loans and Commitments hereunderhereunder (provided that if such Credit Agreement Refinancing Indebtedness ranks junior in right of security or payment priority such Credit Agreement Refinancing Indebtedness shall be established as a separate facility and, if secured, shall be subject to customary intercreditor terms reasonably agreed between the Borrower and the Administrative Agent), (ii)(Aii) will such Credit Agreement Refinancing Indebtedness shall have interest rates (including through fixed interest rates)such pricing, interest marginsinterest, rate floors, upfront fees, funding discounts, original issue discounts premiums and optional prepayment and redemption terms and premiums as may be agreed by the Holding Companies, the Borrower and the Additional Refinancing Lenders thereof and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Other Term Loans in addition to any of the items contemplated by the preceding clause (A), in each case, to the extent provided in the applicable Refinancing Amendmentthereof, (iii) such Credit Agreement Refinancing Indebtedness shall only be secured by assets consisting of Collateral, and (iv) such Credit Agreement Refinancing Indebtedness shall satisfy the requirements set forth in clauses (u) through (y) of the definition of “Credit Agreement Refinancing Indebtedness”. Subject to the consent of the Issuing Banks, any Refinancing Amendment may have optional prepayment provide for the issuance of Letters of Credit for the account of the Borrower pursuant to any Other Revolving Commitments established thereby on terms substantially equivalent to the terms applicable to Letters of Credit under this Agreement before giving effect to such Refinancing Amendment. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary or reasonably advisable to reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including call protection any amendments necessary to treat the Loans and prepayment terms Commitments subject thereto as Other Term Loans, Other Revolving Loans, Other Revolving Commitments and/or Other Term Commitments). Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and premiums) the other Loan Documents as may be agreed between the Borrower and the Lenders thereof, (iv) will have a final maturity date no earlier than, and will have a Weighted Average Life to Maturity equal to or greater than, the Loans being refinanced (except by virtue of amortization or prepayment of the Loans prior to the time of such refinancing) and (v) will have such other terms and conditions (other than as provided in foregoing clauses (ii) through (iv)) that are identical in all material respects tonecessary, or (taken as a whole) are no more restrictive on the Borrower than those applicable to the Loans being refinanced (provided that such terms shall not be deemed to be “more restrictive” solely as a result of the inclusion reasonably advisable or appropriate, in the documentation governing such Other Term Loan Commitments and Other Term Loans reasonable opinion of a Previously Absent Financial Maintenance Covenant so long as the Administrative Agent and the Borrower, to effect the provisions of this Section 2.21. This Section 2.21 shall supersede any provisions in Section 2.18 and Section 9.02 to the contrary. Notwithstanding anything to the contrary in this Section 2.21 or otherwise, (1) the borrowing and repayment (except for (A) payments of interest and fees at different rates on Other Revolving Commitments (and related outstandings), (B) repayments required upon the maturity date of the Other Revolving Commitments and (C) repayment made in connection with a permanent repayment and termination in full of commitments) of Loans with respect to Other Revolving Commitments after the date of obtaining any Other Revolving Commitments shall be given prompt written notice thereof and this Agreement is amended to include such Previously Absent Financial Maintenance Covenant for the benefit of each Facility); providedmade on at least a pro rata basis with all other Revolving Commitments, further, that the terms and conditions applicable to such Other Term Loan Commitments and Other Term Loans may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrower and the Lenders thereof and applicable only during periods after the Latest Maturity Date in respect of Term Loans that is in effect immediately prior (2) subject to the provisions of Section 2.05(o) to the extent dealing with Letters of Credit which mature or expire after a maturity date in respect when there exist Other Revolving Commitments with a longer maturity date and subject to the consent of the Class Issuing Banks, all Letters of Loans being refinanced that is in effect on the date such Other Term Loan Commitments and Other Term Loans are incurred or obtained. Any Other Term Loans may participate Credit shall be participated on a pro rata basis by all Revolving Lenders in accordance with all other Revolving Commitments (and except as provided in Section 2.05(o), without giving effect to changes thereto on an earlier maturity date with respect to Letters of Credit theretofore incurred or issued), (3) the permanent repayment of Revolving Loans with respect to, and termination of, Other Revolving Commitments after the date of obtaining any Other Revolving Commitments shall be made on at least a less than pro rata basis (butwith all other Revolving Commitments, except as otherwise that the Borrower shall be permitted by this Agreement, not to permanently repay and terminate commitments of any such Class on a greater non-rata basis as compared to any other Class with a later maturity date than pro rata basissuch Class and (4) in any mandatory prepayments under Section 2.03(b)(i), (ii) or (iii)(A), as specified in assignments and participations of Other Revolving Commitments and Other Revolving Loans shall be governed by the same assignment and participation provisions applicable Refinancing Amendmentto Revolving Commitments and Revolving Loans. In connection with any Refinancing Amendment, The Lenders agree that the Borrower shall, if reasonably requested by may require the Administrative Agent, deliver customary reaffirmation agreements and/or such amendments Lenders holding Credit Agreement Refinanced Indebtedness to assign their Loans and Commitments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Other Term Loans are provided with the benefit providers of the applicable Loan DocumentsCredit Agreement Refinancing Indebtedness.

Refinancing Amendments. (a) At any time On one or more occasions after the Closing Date, the Borrower Borrowers may obtain, from any Lender or any other bank, financial institution or other institutional lender or investor that agrees to provide any portion of Refinancing Term Loans or Other Revolving Credit Commitments pursuant to a Refinancing Amendment in accordance with this Section 2.15 (each, an “Additional Refinancing Lender”) (provided that (i) solely with respect to Other Revolving Credit Commitments, the Administrative Agent, each Swing Line Lender and each L/C Issuer, if applicable, shall have consented (not to be unreasonably withheld or delayed) to such Lender’s or Additional Refinancing Lender’s providing such Other Revolving Credit Commitments to the extent such consent, if any, would be required under Section 10.07(b) for an assignment of Revolving Credit Commitments to such Lender or Additional Refinancing Lender, Other (ii) with respect to Refinancing Term Loans, any Affiliated Lender providing Refinancing Term Loans shall be subject to refinance the same restrictions set forth in Section 10.07(l) as they would otherwise be subject to with respect to any purchase by or assignment to such Affiliated Lender of Term Loans and (iii) Affiliated Lenders may not provide Other Revolving Credit Commitments), Credit Agreement Refinancing Indebtedness in respect of all or any portion of any Class, as selected by the applicable Class Lead Borrower in its sole discretion, of Term Loans or Classes of Revolving Credit Loans (or unused Commitments in respect thereof) then outstanding under this Agreement which will be made pursuant to Other Agreement, in the form of Refinancing Term Loan Loans, Refinancing Term Commitments, Other Revolving Credit Commitments, or Other Revolving Credit Loans pursuant to a Refinancing Amendment; provided that such Other Term Loans (i) may rank equal notwithstanding anything to the contrary in priority in right of payment and of security with the other Loans and Commitments hereunderthis Section 2.15 or otherwise, (ii)(A1) will have the borrowing and repayment (except for (A) payments of interest and fees at different rates on Other Revolving Credit Commitments (including through fixed interest ratesand related outstandings), interest margins, rate floors, upfront fees, funding discounts, original issue discounts and prepayment terms and premiums as may be agreed by the Borrower and the Lenders thereof and/or (B) additional fees and/or premiums may be payable to repayments required upon the Lenders providing such Other Term Loans in addition to any maturity date of the items contemplated by the preceding Other Revolving Credit Commitments and (C) repayment made in connection with a permanent repayment and termination of commitments (subject to clause (A), in each case, to the extent provided in the applicable Refinancing Amendment, (iii3) may have optional prepayment terms (including call protection and prepayment terms and premiums) as may be agreed between the Borrower and the Lenders thereof, (iv) will have a final maturity date no earlier than, and will have a Weighted Average Life to Maturity equal to or greater than, the Loans being refinanced (except by virtue of amortization or prepayment of the Loans prior to the time of such refinancing) and (v) will have such other terms and conditions (other than as provided in foregoing clauses (ii) through (ivbelow)) that are identical in all material respects to, or (taken as a whole) are no more restrictive on of Loans with respect to Other Revolving Credit Commitments after the Borrower than those applicable to the Loans being refinanced (provided that such terms shall not be deemed to be “more restrictive” solely as a result date of the inclusion in the documentation governing such obtaining any Other Term Loan Revolving Credit Commitments and Other Term Loans of a Previously Absent Financial Maintenance Covenant so long as the Administrative Agent shall be given prompt written notice thereof and this Agreement is amended to include such Previously Absent Financial Maintenance Covenant for the benefit of each Facility); provided, further, that the terms and conditions applicable to such Other Term Loan Commitments and Other Term Loans may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrower and the Lenders thereof and applicable only during periods after the Latest Maturity Date in respect of Term Loans that is in effect immediately prior to the date in respect of the Class of Loans being refinanced that is in effect on the date such Other Term Loan Commitments and Other Term Loans are incurred or obtained. Any Other Term Loans may participate made on a pro rata basis with all other Revolving Credit Commitments, (2) subject to the provisions of Section 2.03(n) and Section 2.04(g) to the extent dealing with Swing Line Loans and Letters of Credit which mature or expire after a maturity date when there exist Other Revolving Credit Commitments with a longer maturity date, all Swing Line Loans and Letters of Credit shall be participated on a less than pro rata basis by all Lenders with Commitments in accordance with their percentage of the Commitments in respect of Revolving Credit Loans (but, and except as otherwise permitted by this Agreementprovided in Section 2.03(n) and Section 2.04(g), not without giving effect to changes thereto on a greater than pro rata basis) in any mandatory prepayments under Section 2.03(b)(ian earlier maturity date with respect to Swing Line Loans and Letters of Credit theretofore incurred or issued), (ii3) or the permanent repayment of Revolving Credit Loans with respect to, and termination of, Other Revolving Credit Commitments after the date of obtaining any Other Revolving Credit Commitments shall be made on a pro rata basis with all other Commitments in respect of Revolving Credit Loans, except that the Borrowers shall be permitted to permanently repay and terminate commitments of any such Class on a better than a pro rata basis as compared to any other Class with a later maturity date than such Class and (iii)(A), as specified in the applicable Refinancing Amendment. In connection with any Refinancing Amendment, the Borrower shall, if reasonably requested 4) assignments and participations of Other Revolving Credit Commitments and Other Revolving Credit Loans shall be governed by the Administrative Agent, deliver customary reaffirmation agreements and/or such amendments same assignment and participation provisions applicable to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Other Term Loans are provided with the benefit of the applicable Loan DocumentsRevolving Credit Commitments and Revolving Credit Loans.

Refinancing Amendments. (a) At any time after the Closing Date, the The Borrower may obtain, from any Lender or any Additional Lender, Credit Agreement Refinancing Indebtedness in the form of (x) Other Term Loans or Other Term Commitments or (y) Other Revolving Loans or Other Revolving Commitments, in each case, to refinance all or any portion of the applicable Class or Classes of Loans and Commitments hereunder (which for this purpose will be deemed to include any then outstanding under this Agreement which will be made pursuant to Other Revolving Commitments, Other Revolving Loans and/or Other Term Loan CommitmentsLoans), pursuant to a Refinancing Amendment; provided that such Other Term Loans Credit Agreement Refinancing Indebtedness (i) may will rank equal in priority pari passu in right of payment and of security with the other Loans and Commitments hereunder, (ii)(Aii) will have interest rates such pricing, fees (including through fixed interest ratesupfront fees and OID), interest marginsoptional prepayment terms, rate floors, upfront fees, funding discounts, original issue discounts redemption premiums and prepayment subordination terms and premiums as may be agreed by the Borrower and the Lenders thereof and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Other Term Loans in addition to any of the items contemplated by the preceding clause (A), in each case, to the extent provided in the applicable Refinancing Amendmentthereof, (iii) may have optional prepayment terms (including call protection and prepayment terms and premiumsx) as may be agreed between the Borrower and the Lenders thereofwith respect to any Other Term Loans or Other Term Commitments, (iv) will have a final maturity date no earlier thanthat is not prior to the maturity date of the Class of Term Loans or Revolving Commitments being refinanced, and will have a Weighted Average Life to Maturity equal that is not shorter than the remaining Weighted Average Life to or greater than, Maturity of the Class of Term Loans being refinanced (except by virtue of amortization if applicable) and (y) with respect to any Other Revolving Loans or prepayment of the Loans Other Revolving Commitments, will have a maturity date that is not prior to the time maturity date with respect to the Class of such refinancing) Revolving Commitments or Class of Term Loans being refinanced and (viv) except as otherwise permitted herein, will have such other terms and conditions (other than taken as provided in foregoing clauses (ii) through (iv)) a whole that are substantially identical in all material respects to, or (taken as a whole) are no more restrictive on the Borrower than those applicable favorable to the Loans being refinanced Lenders providing such Credit Agreement Refinancing Indebtedness than, the Refinanced Debt; provided further that (provided that such terms shall not be deemed to be “more restrictive” solely as a result of the inclusion in the documentation governing such Other Term Loan Commitments and Other Term Loans of a Previously Absent Financial Maintenance Covenant so long as the Administrative Agent shall be given prompt written notice thereof and this Agreement is amended to include such Previously Absent Financial Maintenance Covenant for the benefit of each Facility); provided, further, that x) the terms and conditions applicable to such Other Term Loan Commitments and Other Term Loans Credit Agreement Refinancing Indebtedness may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrower and the Lenders thereof and applicable only during periods after the Latest Maturity Date in respect of Term Loans that is in effect immediately prior to the date in respect of the Class of Loans being refinanced that is in effect on the date such Other Term Loan Commitments and Other Term Loans are Credit Agreement Refinancing Indebtedness is incurred or obtained. Any Other Term Loans may participate on a pro rata basis or on a less than pro rata basis obtained and (but, except as otherwise permitted by this Agreement, not on a greater than pro rata basisy) in any mandatory prepayments under Section 2.03(b)(i), (ii) or (iii)(A), as specified in the applicable Refinancing Amendment. In connection with effectiveness of any Refinancing Amendment, together with the Borrower shalleffectiveness of any increase in Revolving Commitments, if reasonably requested by shall not result in there being more than four separate maturity dates in effect for all Revolving Commitments. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.03(a) and (b). Each Class of Credit Agreement Refinancing Indebtedness incurred under this Section 2.19 shall be in an aggregate principal amount that is not less than $50,000,000 and an integral multiple of $1,000,000 in excess thereof. Any Refinancing Amendment may provide for the issuance of Letters of Credit for the account of the Borrower, pursuant to any Other Revolving Commitments established thereby, on terms substantially equivalent to the terms applicable to Letters of Credit under the Revolving Commitments hereunder. The Administrative AgentAgent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, deliver customary reaffirmation agreements upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans, Other Revolving Loans, Other Revolving Commitments and/or Other Term Commitments). Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the Collateral other Loan Documents as may be reasonably requested by necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.19. In addition, if so provided in order the relevant Refinancing Amendment and with the consent of each Issuing Bank, participations in Letters of Credit expiring on or after the Revolving Maturity Date shall be reallocated from Lenders holding Revolving Commitments hereunder to ensure Lenders holding extended revolving commitments in accordance with the terms of such Refinancing Amendment; provided, however, that such Other Term Loans are provided with participation interests shall, upon receipt thereof by the benefit relevant Lenders holding such extended revolving commitments, be deemed to be participation interests in respect of such extended revolving commitments and the terms of such participation interests (including, without limitation, the commission applicable Loan Documentsthereto) shall be adjusted accordingly.

Refinancing Amendments. (a) At any time after the Closing Date, the Borrower may obtain, from any Lender or any Additional Lender, Other Term Loans to refinance Credit Agreement Refinancing Indebtedness under this Agreement in respect of (i) all or any portion of the applicable Class or Classes of Term Loans then outstanding under this Agreement which will be made pursuant to or (ii) all or any portion of the Revolving Loans and related extensions of credit (or unused Revolving Loan Commitments) under this Agreement, in the form of (x) Other Term Loans or Other Term Loan Commitments or (y) Other Revolving Loans or Other Revolving Commitments, as the case may be, in each case pursuant to a Refinancing Amendment; provided that such Credit Agreement Refinancing Indebtedness (i) will rank pari passu (or, at the Borrower’s option, in the case of Other Term Loans (iand Other Loan Term Commitments, junior in right of payment or security) may rank equal in priority in right of payment and of security with the other Loans and Commitments hereunder, (ii)(Aii) shall not be secured by any assets not constituting Collateral and shall not be guaranteed by any entity that is not a Subsidiary Guarantor, (iii) will have interest rates (including through fixed interest rates)such pricing, interest margins, rate floors, upfront fees, funding discounts, original issue discounts and prepayment optional prepayments or redemption terms and premiums as may be agreed by the Borrower and the Lenders thereof and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Other Term Loans in addition to any of the items contemplated by the preceding clause (A), in each case, to the extent provided in the applicable Refinancing Amendment, (iii) may have optional prepayment terms (including call protection and prepayment terms and premiums) as may be agreed between the Borrower and the Lenders lenders thereof, (iv) (x) with respect to any Other Revolving Loans or Other Revolving Commitments, will have a final maturity date no earlier thanthat is not prior to the maturity date of Revolving Loans (or unused Revolving Loan Commitments) being refinanced and (y) with respect to any Other Term Loans or Other Term Loan Commitments, will have a maturity date that is not prior to the maturity date of, and will have a Weighted Average Life to Maturity equal to or greater that is not shorter than, the Term Loans being refinanced (except by virtue of amortization or prepayment of the Loans prior other than to the time extent of nominal amortization for periods where amortization has been eliminated or reduced as a result of prepayments of such refinancing) and Term Loans), (v) will, in the case of any Credit Agreement Refinancing Indebtedness in the form of Other Term Loans or Other Term Loan Commitments, share ratably in (or if junior in right of payment or as to security, on a junior basis in respect of) any prepayments of Term Loans (unless the Other Term Loans agree to participate on a less than pro rata basis in any voluntary or mandatory prepayments or repayments), (vi) will, in the case of any Credit Agreement Refinancing Indebtedness in the form of Other Revolving Loans or Other Revolving Commitments, provide that (1) the borrowing and repayment (except for (A) payments of interest and fees at different rates on Other Revolving Commitments (and related outstandings), (B) repayments required upon the maturity date of the Other Revolving Commitments and (C) repayment made in connection with a permanent repayment and termination of commitments (subject to clause (3) below)) of Loans with respect to Other Revolving Commitments after the date of obtaining any Other Revolving Commitments shall be made on a pro rata basis with all other Revolving Loan Commitments, (2) subject to the provisions of Section 2.01(f) and Section 3.07 to the extent dealing with Swingline Loans and Letters of Credit which mature or expire after a maturity date when there exists Revolving Loan Commitments with a longer maturity date, all Swingline Loans and Letters of Credit shall be participated on a pro rata basis by all Lenders with Revolving Loan Commitments in accordance with their percentage of the Revolving Loan Commitments (and except as provided in Section 2.01(f) and Section 3.07, without giving effect to changes thereto on an earlier maturity date with respect to Swingline Loans and Letters of Credit theretofore incurred or issued), (3) the permanent repayment of Revolving Loans with respect to, and termination of, other Revolving Loan Commitments after the date of obtaining any Other Revolving Commitments shall be made on a pro rata basis with all other Revolving Loan Commitments, except that the Borrower shall be permitted to permanently repay and terminate commitments of any such Class on a better than a pro rata basis as compared to any other Class with a later maturity date than such Class and (4) assignments and participations of Other Revolving Commitments and Other Revolving Loans shall be governed by the same assignment and participation provisions applicable to Initial Revolving Loan Commitments and Initial Revolving Loans, (vii) in the case of any Credit Agreement Refinancing Indebtedness that is (x) pari passu, shall be subject to the Intercreditor Agreement and (y) junior to the Obligations under this Agreement with respect to security, shall be subject to a customary intercreditor arrangements reasonably satisfactory to the Administrative Agent and (viii) will have such other terms and conditions (other than as provided in foregoing clauses (ii) through (iv)) that are substantially identical in all material respects to, or (taken as a whole) are no more restrictive on favorable (as reasonably determined by the Borrower than those applicable Borrower) to the Loans being refinanced (provided that investors providing such terms shall not be deemed to be “more restrictive” solely as a result of Credit Agreement Refinancing Indebtedness than, the inclusion in the documentation governing such Other Term Loan Commitments and Other Term Loans of a Previously Absent Financial Maintenance Covenant so long as the Administrative Agent shall be given prompt written notice thereof and this Agreement is amended to include such Previously Absent Financial Maintenance Covenant for the benefit of each Facility)Refinanced Debt; provided, further, that the terms and conditions applicable to such Other Term Loan Commitments and Other Term Loans Credit Agreement Refinancing Indebtedness may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrower and the Lenders thereof and applicable only during periods after the Latest Maturity Date in respect of Term Loans that is in effect immediately prior to the date in respect of the Class of Loans being refinanced that is in effect on the date such Other Term Loan Commitments and Other Term Loans are Credit Agreement Refinancing Indebtedness is issued, incurred or obtained. Any Other Term Loans may participate on a pro rata basis or on a Each Class of Credit Agreement Refinancing Indebtedness incurred under this Section 2.17 shall be in an aggregate principal amount that is (x) not less than pro rata basis $25,000,000 and (but, except as otherwise permitted by this Agreement, not on a greater than pro rata basisy) an integral multiple of $5,000,000 in any mandatory prepayments under Section 2.03(b)(i), (ii) or (iii)(A), as specified in the applicable Refinancing Amendment. In connection with any Refinancing Amendment, the Borrower shall, if reasonably requested by the Administrative Agent, deliver customary reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Other Term Loans are provided with the benefit of the applicable Loan Documentsexcess thereof.

Refinancing Amendments. (a) At any time after the Closing Date, the Borrower may obtain, obtain from any existing Lender or any other Person reasonably satisfactory to the Borrower (any such existing Lender or other Person being called an “Additional Refinancing Lender, Other Term Loans to refinance ”) Credit Agreement Refinancing Indebtedness under this Agreement in respect of all or any portion of the applicable Class or Classes of Term Loans then outstanding under this Agreement (which will be made pursuant deemed to include any then outstanding Other Term Loan Loans), in the form of Other Term Loans or Other Term Commitments, pursuant to a Refinancing Amendment; provided that such Other Term Loans Credit Agreement Refinancing Indebtedness (i) may will rank equal in priority pari passu or junior in right of payment and of security with the other Loans and Commitments hereunderhereunder and, with respect to such Credit Agreement Refinancing Indebtedness that is secured, will be subject to the applicable Other Intercreditor Agreement, (ii)(Aii) will have interest rates (including through fixed interest rates)such pricing, interest marginsinterest, rate floors, upfront fees, funding discounts, original issue discounts premiums and optional prepayment terms and premiums as may be agreed by the Borrower and the Additional Refinancing Lenders thereof and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Other Term Loans in addition to any of the items contemplated by the preceding clause (A), in each case, to the extent provided in the applicable Refinancing Amendmentthereof, (iii) may have optional prepayment terms (including call protection will not be secured by any assets that do not constitute Collateral and prepayment terms and premiums) as may be agreed between the Borrower and the Lenders thereof, (iv) except as permitted in clause (ii), will otherwise have a final maturity date no earlier than, and will have a Weighted Average Life to Maturity equal to or greater than, the Loans being refinanced (except by virtue of amortization or prepayment of the Loans prior to the time of such refinancing) and (v) will have such other terms and conditions (other than as provided in foregoing clauses (ii) through (iv)) that are substantially identical in all material respects to, or (taken as a whole) are no more restrictive on favorable (as reasonably determined by the Borrower Borrower) to the Additional Refinancing Lenders thereof than those applicable to the Loans being refinanced applicable Refinanced Debt (other than covenants and other provisions applicable only to periods after the then-applicable Latest Maturity Date of the applicable Refinanced Debt). The effectiveness of any Refinancing Amendment shall be subject to such conditions as are mutually agreed with the participating Additional Refinancing Lenders. Each Class of Credit Agreement Refinancing Indebtedness (other than in connection with an extension of the maturity of Term Loans) incurred under this Section 2.17 shall be in an integral multiple of $1,000,000 and be in an aggregate principal amount that is not less than $5,000,000, provided that such terms amount may be less than $5,000,000 if such amount represents all the remaining availability under the aggregate principal amount of Credit Agreement Refinancing Indebtedness set forth above. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall not be deemed amended to be “more restrictive” solely as a result the extent (but only to the extent) necessary to reflect the existence and terms of the inclusion Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans and/or Other Term Commitments). Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the documentation governing reasonable opinion of the Administrative Agent, and the Borrower, to effect the provisions of this Section and each Lender hereby expressly authorizes the Administrative Agent to enter into any such Refinancing Amendment. All Other Term Loans and Other Term Loan Commitments and Other Term Loans of a Previously Absent Financial Maintenance Covenant so long as the Administrative Agent shall only be borrowed and/or guaranteed by Loan Parties. No Lender shall be given prompt written notice thereof and this required to provide any Credit Agreement is amended to include such Previously Absent Financial Maintenance Covenant for the benefit of each Facility); provided, further, that the terms and conditions applicable to such Other Term Loan Commitments and Other Term Loans may provide for Refinancing Indebtedness. This Section 2.17 shall supersede any additional provisions in Section 2.08 or different financial or other covenants or other provisions that are agreed between the Borrower and the Lenders thereof and applicable only during periods after the Latest Maturity Date in respect of Term Loans that is in effect immediately prior 12.12 to the date in respect of the Class of Loans being refinanced that is in effect on the date such Other Term Loan Commitments and Other Term Loans are incurred or obtained. Any Other Term Loans may participate on a pro rata basis or on a less than pro rata basis (but, except as otherwise permitted by this Agreement, not on a greater than pro rata basis) in any mandatory prepayments under Section 2.03(b)(i), (ii) or (iii)(A), as specified in the applicable Refinancing Amendment. In connection with any Refinancing Amendment, the Borrower shall, if reasonably requested by the Administrative Agent, deliver customary reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Other Term Loans are provided with the benefit of the applicable Loan Documentscontrary.

Refinancing Amendments. (a1) At any time after the Closing Date, the Borrower may obtain, from any Lender or any Additional LenderLender (it being understood that (i) no Lender shall be required to provide any Other Loan without its consent, (ii) Affiliated Lenders may not provide Other Revolving Commitments and (iii) Other Term Loans provided by Affiliated Lenders shall be subject to the limitations set forth in Section 10.07(h)), Other Term Loans to refinance all or or, solely with respect to Term Loans, any portion of the applicable Class or Classes of Loans then outstanding under this Agreement which will be made pursuant to Other Term Loan Commitments, in the case of Other Term Loans, and pursuant to Other Revolving Commitments, in the case of Other Revolving Loans, in each case pursuant to a Refinancing Amendment; provided that such Other Term Loans and Other Revolving Commitments (i) may shall rank equal in priority in right of payment and of security with the other Loans and Commitments hereunder, (ii)(Aii) will shall be unsecured or rank pari passu (without regard to the control of remedies) or junior in right of security with any First Lien Obligations under this Agreement and, if secured on a junior basis, shall be subject to an applicable Intercreditor Agreement(s), (iii) if secured, shall not be secured by any property or assets of the Borrower or any Restricted Subsidiary other than the Collateral, (iv) shall not have any obligors in respect thereof other than the Borrower and/or the Guarantors, (v)(A) shall have interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts, original issue discounts and prepayment terms and premiums as may be agreed by the Borrower and the Lenders thereof and/or (B) may provide for additional fees and/or premiums may be 117 payable to the Lenders providing such Other Term Loans in addition to any of the items contemplated by the preceding clause (A), in each case, to the extent provided in the applicable Refinancing Amendment, (iiivi) may have optional prepayment terms (including call protection and prepayment terms and premiums) as may be agreed between the Borrower and the Lenders thereof, (ivvii) will have a final maturity date no earlier than, and and, in the case of Other Term Loans, will have a Weighted Average Life to Maturity equal to or greater than, the Term Loans or Revolving Commitments being refinanced (except by virtue of amortization or prepayment of the Loans prior to the time of such refinancing) and (vviii) will have such other terms and conditions (other than as provided in foregoing clauses (ii) through (ivvii)) that are identical in all material respects toeither, or at the option of the Borrower, (1) reflect market terms and conditions (taken as a whole) are no at the time of incurrence of such Other Loans or Other Revolving Commitments (as reasonably determined by the Borrower in good faith) or (2) if otherwise not consistent with the terms of such Class of Loans or Commitments being refinanced, not be materially more restrictive on to the Borrower (as reasonably determined by the Borrower in good faith), when taken as a whole, than those the terms of such Class of Loans or Commitments being refinanced, except to the extent necessary to provide for (x) covenants and other terms applicable to any period after the Latest Maturity Date of the Loans being refinanced in effect immediately prior to such refinancing or (y) subject to the immediately succeeding proviso, a Previously Absent Financial Maintenance Covenant; provided that that, notwithstanding anything to the contrary contained herein, if any such terms shall not be deemed to be “more restrictive” solely as a result of the inclusion in the documentation governing such Other Term Loan Commitments and Other Term Loans of contain a Previously Absent Financial Maintenance Covenant so long as that is in effect prior to the Administrative Agent shall be given prompt written notice thereof and this Agreement is amended to include applicable Latest Maturity Date, such Previously Absent Financial Maintenance Covenant shall be included for the benefit of each Facility); provided, further, that the terms and conditions applicable to such Other Term Loan Commitments and Other Term Loans may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrower and the Lenders thereof and applicable only during periods after the Latest Maturity Date in respect of Term Loans that is in effect immediately prior to the date in respect of the Class of Loans being refinanced that is in effect on the date such Other Term Loan Commitments and Other Term Loans are incurred or obtained. Any Other Term Loans may participate on a pro rata basis or on a less than a pro rata basis (but, except as otherwise permitted by this Agreement, not on a greater than pro rata basis) in any mandatory prepayments under Section 2.03(b)(i), (ii) or (iii)(A)of Term Loans hereunder, as specified in the applicable Refinancing Amendment. In connection with any Refinancing Amendment, the Borrower shall, if reasonably requested by the Administrative Agent, deliver customary reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Other Term Loans or Other Revolving Commitments are provided with the benefit of the applicable Loan Documents.

Refinancing Amendments. (a) At any time after the Closing Effective Date, the Borrower may obtain, from any Lender or any Additional LenderLender (but no such Lender or Additional Lender shall be obligated to provide), Other Term Loans to refinance Credit Agreement Refinancing Indebtedness in respect of (i) all or any portion of the applicable Class or Classes of Term Loans then outstanding under this Agreement (which for purposes of this clause (i) will be made pursuant deemed to include any then outstanding Other Term Loan Loans) or (ii) all or any portion of the Revolving Loans (or unused Revolving Commitments) under this Agreement (which for purposes of this clause (ii) will be deemed to include any then outstanding Other Revolving Loans, Other Revolving Commitments and Additional Revolving Commitments and loans issued thereunder), in the form of (x) Other Term Loans or Other Term Commitments or (y) Other Revolving Loans or Other Revolving Commitments, pursuant to a Refinancing Amendmentas the case may be; provided that the Net Proceeds of such Credit Agreement Refinancing Indebtedness shall be applied, substantially concurrently with the incurrence thereof, to the prepayment (or reduction) of outstanding Indebtedness being so refinanced (or the case may be), as the case may be and accompanied by any prepayment premium payable thereon in accordance with the terms hereof. Each Class of Credit Agreement Refinancing Indebtedness incurred under this Section 2.21 shall be in an aggregate principal amount that is (x) not less than $5,000,000 in the case of Other Term Loans (i) may rank equal or $5,000,000 in priority in right the case of payment and of security with the other Other Revolving Loans and Commitments hereunder, (ii)(Ay) will have interest rates an integral multiple of $1,000,000 in excess thereof (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts, original issue discounts and prepayment terms and premiums as may be agreed by in each case unless the Borrower and the Lenders thereof and/or (B) additional fees and/or premiums Administrative Agent otherwise agree). Any Refinancing Amendment may be payable to provide for the Lenders providing such Other Term Loans in addition issuance of Letters of Credit for the account of the Borrower, pursuant to any of the items contemplated by the preceding clause (A)Other Revolving Commitments established thereby, in each casecase on terms substantially equivalent to the terms applicable to Letters of Credit under the Revolving Commitments or as otherwise reasonably acceptable to the Administrative Agent; provided that no Issuing Bank shall be required to act as “issuing bank” under any such Refinancing Amendment without its written consent. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans, Other Revolving Commitments and/or Other Term Commitments). Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section. In addition, if so provided in the applicable relevant Refinancing Amendment and with the consent of each Issuing Bank, participations in Letters of Credit expiring on or after the Revolving Maturity Date shall be reallocated from Lenders holding Revolving Commitments to Lenders holding extended revolving commitments in accordance with the terms of such Refinancing Amendment; provided, (iii) may have optional prepayment terms (including call protection and prepayment terms and premiums) as may be agreed between the Borrower and the Lenders thereofhowever, (iv) will have a final maturity date no earlier than, and will have a Weighted Average Life to Maturity equal to or greater than, the Loans being refinanced (except by virtue of amortization or prepayment of the Loans prior to the time of such refinancing) and (v) will have such other terms and conditions (other than as provided in foregoing clauses (ii) through (iv)) that are identical in all material respects to, or (taken as a whole) are no more restrictive on the Borrower than those applicable to the Loans being refinanced (provided that such terms shall not participation interests shall, upon receipt thereof by the relevant Lenders holding Revolving Commitments, be deemed to be “more restrictive” solely as a result of the inclusion in the documentation governing such Other Term Loan Commitments and Other Term Loans of a Previously Absent Financial Maintenance Covenant so long as the Administrative Agent shall be given prompt written notice thereof and this Agreement is amended to include such Previously Absent Financial Maintenance Covenant for the benefit of each Facility); provided, further, that the terms and conditions applicable to such Other Term Loan Commitments and Other Term Loans may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrower and the Lenders thereof and applicable only during periods after the Latest Maturity Date participation interests in respect of Term Loans that is in effect immediately prior to the date in respect of the Class of Loans being refinanced that is in effect on the date such Other Term Loan Revolving Commitments and Other Term Loans are incurred or obtained. Any Other Term Loans may participate on a pro rata basis or on a less than pro rata basis the terms of such participation interests (but, except as otherwise permitted by this Agreement, not on a greater than pro rata basisincluding the commission applicable thereto) in any mandatory prepayments under Section 2.03(b)(i), (ii) or (iii)(A), as specified in the applicable Refinancing Amendment. In connection with any Refinancing Amendment, the Borrower shall, if reasonably requested by the Administrative Agent, deliver customary reaffirmation agreements and/or such amendments to the Collateral Documents as may shall be reasonably requested by the Administrative Agent in order to ensure that such Other Term Loans are provided with the benefit of the applicable Loan Documentsadjusted accordingly.

Refinancing Amendments. (a) At any time after the Closing Date, the Borrower may obtain, from any Lender or any Additional Lender, Other Term Loans to refinance Credit Agreement Refinancing Indebtedness in respect of (a) all or any portion of the applicable Class Term Loans (which for purposes of this sentence will be deemed to include any Incremental Term Loans or Classes Other Term Loans) or (b) all or any portion of the Revolving Loans (or unused Revolving Commitments) then outstanding under this Agreement (which for purposes of this sentence will be made pursuant deemed to include any then outstanding Incremental Revolving Loans, Incremental Revolving Commitments, Other Revolving Loans and Other Revolving Commitments), in the form of (x) Other Term Loan Loans or Other Term Commitments or (y) Other Revolving Loans or Other Revolving Commitments, as the case may be, in each case pursuant to a Refinancing Amendment; provided that such Other Term Loans Credit Agreement Refinancing Indebtedness (i) may rank equal in priority in right of payment and of security be secured by Liens on the Collateral on a pari passu or junior basis with respect to the Liens on the Collateral securing the other Loans and Commitments hereunderhereunder (provided that to the extent such Term Loans are secured by junior liens the applicable parties shall have entered into a customary intercreditor agreement reasonably satisfactory to the Administrative Agents and the Borrower), (ii)(Aii) will have interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts, original issue discounts such pricing and optional prepayment terms and premiums as may be agreed by the Borrower and the Lenders thereof and/or (Bprovided, that such Credit Agreement Refinancing Indebtedness may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) additional fees and/or premiums may be payable to the Lenders providing such Other Term Loans in addition to any of the items contemplated by the preceding clause (A)voluntary or mandatory prepayments hereunder, in each case, to the extent provided as specified in the applicable Refinancing Amendment), (iii) may have optional prepayment terms (including call protection and prepayment terms and premiumsx) as may be agreed between the Borrower and the Lenders thereofwith respect to any Other Revolving Loans or Other Revolving Commitments, (iv) will have a final maturity date no earlier thanthat is not prior to the maturity date of the Revolving Loans (or unused Revolving Commitments) being refinanced and (y) with respect to any Other Term Loans or Other Term Commitments, will have a maturity date that is not prior to the maturity date of, and will have a Weighted Average Life to Maturity equal to or greater that is not shorter than, the Term Loans being refinanced refinanced, (except by virtue iv) the proceeds of amortization or such Credit Agreement Refinancing Indebtedness shall be applied, substantially concurrently with the incurrence thereof, to the prepayment of outstanding Term Loans or reduction of the Loans prior to Revolving Commitments or the time of such refinancing) Other Revolving Commitments being so refinanced and (v) subject to clause (ii) above, will have such other terms and conditions (other than as provided in foregoing clauses (ii) through (iv)) that are substantially identical in all material respects to, or no more favorable (taken as a whole) are no more restrictive on the Borrower than those applicable to the Loans being refinanced (provided that lenders or investors providing such Credit Agreement Refinancing Indebtedness than, the Refinanced Debt or such terms shall not be deemed to be “more restrictive” solely current market terms (as a result reasonably determined by the Borrower) for such type of the inclusion in the documentation governing such Other Term Loan Commitments and Other Term Loans of a Previously Absent Financial Maintenance Covenant so long as the Administrative Agent shall be given prompt written notice thereof and this Agreement is amended to include such Previously Absent Financial Maintenance Covenant for the benefit of each Facility)Indebtedness; provided, further, that the terms and conditions applicable to such Other Term Loan Commitments and Other Term Loans Credit Agreement Refinancing Indebtedness may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrower and the Lenders thereof and applicable only during periods after the Latest Maturity Date in respect of Term Loans that is in effect immediately prior to the date in respect of the Class of Loans being refinanced that is in effect on the date such Other Term Loan Commitments and Other Term Loans are Credit Agreement Refinancing Indebtedness is issued, incurred or obtained. Any Other Term Loans may participate on a pro rata basis or on a less than pro rata basis (but, except as otherwise permitted by this Agreement, not on a greater than pro rata basis) in any mandatory prepayments under Section 2.03(b)(i), (ii) or (iii)(A), as specified in the applicable Refinancing Amendment. In connection with any Refinancing Amendment, the Borrower shall, if reasonably requested by the Administrative Agent, deliver customary reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Other Term Loans are provided with the benefit of the applicable Loan Documents.

Refinancing Amendments. (a) At any time after the Closing Effective Date, (I) Finance may obtain, from any Additional Lender, Credit Agreement Refinancing Indebtedness in respect of (i) all or any portion of the Term Loans of any Class then outstanding under this Agreement (which for purposes of this clause (i) will be deemed to include any then outstanding Other Term Loans) and (ii) all or any portion of Incremental Equivalent Debt, in the form of Other Term Loans or Other Term Commitments and (II) each Co-Borrower may obtain, from any Lender or any Additional Lender, Other Term Loans to refinance Credit Agreement Refinancing Indebtedness in respect of (i) all or any portion of the applicable Revolving Loans (or unused Revolving Commitments) of any Class or Classes of Loans then outstanding under this Agreement (which for purposes of this clause (i) will be made pursuant deemed to include any then outstanding Other Term Loan Revolving Loans and Other Revolving Commitments) and (ii) all or any portion of Incremental Equivalent Debt, in the form of Other Revolving Loans or Other Revolving Commitments, as the case may be, in each case pursuant to a Refinancing Amendment; provided that such Other Term Loans Credit Agreement Refinancing Indebtedness (iA) may rank equal in priority in right of payment and of security will be unsecured or will be secured solely by the Collateral on a pari passu or junior basis with the other Loans Secured Obligations (and Commitments hereunderif secured, subject to the terms of a Customary Intercreditor Agreement), (ii)(AB) will have interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts, original issue discounts such pricing and optional prepayment terms and premiums as may be agreed by the each Co-Borrower and the Lenders thereof and/or (B) additional fees and/or premiums may be payable to the Additional Lenders providing such Other Credit Agreement Refinancing Indebtedness and (C) the Net Proceeds of such Credit Agreement Refinancing Indebtedness shall be applied, substantially concurrently with the incurrence thereof, to the prepayment of outstanding Term Loans in addition to any of the items contemplated applicable Class, the reduction of Revolving Commitments of the applicable Class (and the prepayment of the outstanding Revolving Loans of such Class) or the prepayment, satisfaction and discharge or redemption of the outstanding Incremental Equivalent Debt, as the case may be, that is being refinanced by such Credit Agreement Refinancing Indebtedness. The effectiveness of any Refinancing Amendment shall be subject to the preceding clause (A), in satisfaction on the date thereof of the conditions as agreed between the Additional Lenders providing such Credit Agreement Refinancing Indebtedness and each caseCo-Borrower and, to the extent provided in the applicable Refinancing Amendment, (iii) may have optional prepayment terms (including call protection and prepayment terms and premiums) as may be agreed between the Borrower and the Lenders thereof, (iv) will have a final maturity date no earlier than, and will have a Weighted Average Life to Maturity equal to or greater than, the Loans being refinanced (except by virtue of amortization or prepayment of the Loans prior to the time of such refinancing) and (v) will have such other terms and conditions (other than as provided in foregoing clauses (ii) through (iv)) that are identical in all material respects to, or (taken as a whole) are no more restrictive on the Borrower than those applicable to the Loans being refinanced (provided that such terms shall not be deemed to be “more restrictive” solely as a result of the inclusion in the documentation governing such Other Term Loan Commitments and Other Term Loans of a Previously Absent Financial Maintenance Covenant so long as the Administrative Agent shall be given prompt written notice thereof and this Agreement is amended to include such Previously Absent Financial Maintenance Covenant for the benefit of each Facility); provided, further, that the terms and conditions applicable to such Other Term Loan Commitments and Other Term Loans may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrower and the Lenders thereof and applicable only during periods after the Latest Maturity Date in respect of Term Loans that is in effect immediately prior to the date in respect of the Class of Loans being refinanced that is in effect on the date such Other Term Loan Commitments and Other Term Loans are incurred or obtained. Any Other Term Loans may participate on a pro rata basis or on a less than pro rata basis (but, except as otherwise permitted by this Agreement, not on a greater than pro rata basis) in any mandatory prepayments under Section 2.03(b)(i), (ii) or (iii)(A), as specified in the applicable Refinancing Amendment. In connection with any Refinancing Amendment, the Borrower shall, if reasonably requested by the Administrative Agent, deliver customary receipt by the Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Effective Date under Section 4.01 (other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent). Each Class of Credit Agreement Refinancing Indebtedness incurred under this Section 2.21 shall be in an aggregate principal amount that is not less than $5,000,000 and an integral multiple of $1,000,000 in excess thereof (in each case unless each Co-Borrower and the Administrative Agent otherwise agree). Any Refinancing Amendment may provide for the issuance of Letters of Credit for the account of each Co-Borrower, or the provision to each Co-Borrower of Swingline Loans, pursuant to any Other Revolving Commitments established thereby, in each case on terms substantially equivalent to the terms applicable to Letters of Credit and Swingline Loans under the Revolving Commitments; provided that no Issuing Bank or Swingline Lender shall be required to act as “issuing bank” or “swingline lender” under any such Refinancing Amendment without its written consent. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans, Other Revolving Loans, Other Revolving Commitments and/or Other Term Commitments). Any Refinancing Amendment may, without the consent of any other Lender, effect such amendments to this Agreement and the Collateral other Loan Documents as may be reasonably requested by necessary or appropriate, in the 135 reasonable opinion of the Administrative Agent and each Co-Borrower, to effect the provisions of this Section 2.21 (including to reallocate Revolving Exposure on a pro rata basis among the relevant Revolving Lenders). In addition, if so provided in order the relevant Refinancing Amendment and with the consent of each Issuing Bank, participations in Letters of Credit expiring on or after the Initial Revolving Maturity Date shall be reallocated from Lenders holding Initial Revolving Commitments to ensure Lenders holding Other Revolving Commitments in accordance with the terms of such Refinancing Amendment; provided, however, that such participation interests shall, upon receipt thereof by the relevant Lenders holding Other Term Loans are provided with Revolving Commitments, be deemed to be participation interests in respect of such Other Revolving Commitments and the benefit terms of such participation interests (including, without limitation, the commission applicable Loan Documentsthereto) shall be adjusted accordingly.

Refinancing Amendments. (a) At any time after the Closing Effective Date, the Borrower may obtain, obtain from any Lender or any Additional Lender, Other Term Loans to refinance Lender Credit Agreement Refinancing Indebtedness in respect of (a) all or any portion of the applicable Class or Classes of Term Loans then outstanding under this Agreement (which for purposes of this clause (a) will be made pursuant deemed to include any then outstanding Other Term Loan Loans) or (b) all or any portion of the Revolving Loans (or unused Revolving Commitments) under this Agreement (which for purposes of this clause (b) will be deemed to include any then outstanding Other Revolving Loans and Other Revolving Commitments), in the form of (x) Other Term Loans or Other Term Commitments or (y) Other Revolving Loans or Other Revolving Commitments, as the case may be, in each case pursuant to a Refinancing Amendment; , provided that such Other Term Loans Credit Agreement Refinancing Indebtedness (i) may will rank equal in priority pari passu in right of payment and of security with the other Loans and Commitments hereunder, (ii)(Aii) will have interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts, original issue discounts such pricing and optional prepayment terms and premiums as may be agreed by the Borrower and the Lenders thereof and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Other Term Loans in addition to any of the items contemplated by the preceding clause (A), in each case, to the extent provided in the applicable Refinancing Amendment, and (iii) may have optional prepayment terms (including call protection and prepayment terms and premiums) as may otherwise be agreed between the Borrower and the Lenders thereof, (iv) will have a final maturity date no earlier than, and will have a Weighted Average Life to Maturity equal to or greater than, the Loans being refinanced (except by virtue of amortization or prepayment of the Loans prior to the time of such refinancing) and (v) will have such other terms and conditions (other than as provided in foregoing clauses (ii) through (iv)) that are identical in all material respects to, or (taken as a whole) are treated hereunder no more restrictive on favorably, including with respect to covenants and events of default, than the Borrower than those applicable to the Loans being refinanced (Refinanced Debt, provided that such terms shall not be deemed to be “more restrictive” solely as a result of the inclusion in the documentation governing such Other Term Loan Commitments and Other Term Loans of a Previously Absent Financial Maintenance Covenant so long as the Administrative Agent shall be given prompt written notice thereof and this Agreement is amended to include such Previously Absent Financial Maintenance Covenant for the benefit of each Facility); provided, further, further that the terms and conditions applicable to such Other Term Loan Commitments and Other Term Loans Credit Agreement Refinancing Indebtedness may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrower and the Lenders thereof and applicable only during periods after the Latest Maturity Date in respect of Term Loans that is in effect immediately prior to the date in respect of the Class of Loans being refinanced that is in effect on the date such Other Term Loan Commitments and Other Term Loans are Credit Agreement Refinancing Indebtedness is issued, incurred or obtained. Any Other Term Loans may participate on a pro rata basis or on a less than pro rata basis (but, except as otherwise permitted by this Agreement, not on a greater than pro rata basis) in any mandatory prepayments under Section 2.03(b)(i), (ii) or (iii)(A), as specified in the applicable Refinancing Amendment. In connection with The effectiveness of any Refinancing AmendmentAmendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 and, to the Borrower shall, if extent reasonably requested by the Administrative Agent, deliver customary receipt by the Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Effective Date under Section 4.01 (other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent). Each Class of Credit Agreement Refinancing Indebtedness incurred under this Section 2.21 shall be in an aggregate principal amount that is not less than $5,000,000. Any Refinancing Amendment may provide for the issuance of Letters of Credit for the account of the Company, or the provision to the Company of Swingline Loans, pursuant to any Other Revolving Commitments established thereby, in each case on terms substantially equivalent to the terms applicable to Letters of Credit and Swingline Loans under the Revolving Commitments. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans, Other Revolving Loans, Other Revolving Commitments and/or Other Term Commitments). Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the Collateral other Loan Documents as may be reasonably requested by necessary or appropriate, in the reasonable opinion of the Administrative Agent in order and the Borrower, to ensure that such Other Term Loans are provided with effect the benefit provisions of the applicable Loan Documentsthis Section.

Refinancing Amendments. (a) At any time after the Closing Effective Date, so long as no Incipient Termination Event or Termination Event has occurred and is continuing or would result therefrom, subject to the provisions of Section 2.08(a), the Borrower may obtain, from any Lender or any Additional Lender, Replacement Term Facility in the form of Other Term Loans to refinance or Other Term Commitments in respect of all or any portion (but not less than all) of the applicable Class or Classes of Term B Loans then outstanding under this Agreement (which for purposes of this clause will be made pursuant deemed to include any then outstanding Other Term Loan Commitments, Loans) pursuant to a Refinancing Amendment; provided that such Other Replacement Term Loans Facility (i) may will rank equal in priority pari passu in right of payment and of security with the other Loans and Commitments hereunderhereunder (but on the same last-out basis as the Term B Loans), (ii)(Aii) will have interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts, original issue discounts such pricing and optional prepayment terms and premiums as may be agreed by the Borrower and the Lenders thereof and/or (Bbut on the same last-out basis as the Term B Loans), (iii) additional with respect to any Other Term Loans or Other Term Commitments, will have a maturity date that is not prior to the maturity date of, and will have a weighted average life to maturity that is not shorter than, the Term B Loans being refinanced, (iv) all fees and/or premiums may be payable and expenses earned, due and owing in respect of the Term B Facility and the Replacement Term Facility shall have been paid, (v) to the extent the terms and conditions are not substantially identical to, or less favorable to the Lenders providing such Other Replacement Term Loans in addition to any of Facility than the items contemplated by the preceding clause (A), in each case, to the extent provided in the applicable Refinancing Amendment, (iii) may have optional prepayment terms (including call protection and prepayment terms and premiums) as may be agreed between the Borrower and the Lenders thereof, (iv) will have a final maturity date no earlier than, and will have a Weighted Average Life to Maturity equal to or greater than, the Loans being refinanced (except by virtue of amortization or prepayment of the Loans prior to the time of such refinancing) and (v) will have such other terms and conditions (other than as provided in foregoing clauses (ii) through (iv)) that are identical in all material respects to, or (taken as a whole) are no more restrictive on the Borrower than those applicable to the Loans being refinanced Refinanced Debt (provided that such terms shall not be deemed to be “more restrictive” solely as a result of the inclusion in the documentation governing such Other Term Loan Commitments and Other Term Loans of a Previously Absent Financial Maintenance Covenant so long as the Administrative Agent shall be given prompt written notice thereof and this Agreement is amended to include such Previously Absent Financial Maintenance Covenant for the benefit of each Facility); provided, further, that the terms and conditions applicable to such Other Replacement Term Loan Commitments and Other Term Loans Facility may provide for any additional or different financial or other covenants convents or other provisions provision that are agreed between the Borrower and the Lenders thereof and applicable only during the periods after the Latest Maturity Date in respect of Term Loans that is in effect immediately prior to the date in respect of the Class of Loans being refinanced that is in effect on the date such Other Replacement Term Loan Commitments and Other Term Loans are Facility is incurred or obtained. Any Other Term Loans may participate on a pro rata basis or on a less than pro rata basis (but, except as otherwise permitted by this Agreement, not on a greater than pro rata basis) in any mandatory prepayments under Section 2.03(b)(i), (ii) or (iii)(A), as specified such other terms and documentation in respect of the applicable Refinancing AmendmentReplacement Term Facility shall be acceptable to the Administrative Agent and the Borrower. In connection with The effectiveness of any Refinancing AmendmentAmendment shall be subject to the satisfaction (or waiver) on the date thereof of each of the conditions set forth in Section 4.02 and, to the Borrower shall, if extent reasonably requested by the Administrative Agent, deliver customary receipt by the Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Effective Date under Section 4.01 (other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion). The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Replacement Term Facility incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans and/or Other Term Commitments). Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the Collateral other Transaction Documents as may be reasonably requested by necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.20. This Section 2.20 shall supersede any provisions in order Section 2.15 or Section 9.02 to ensure that such Other Term Loans are provided with the benefit of the applicable Loan Documentscontrary.

Refinancing Amendments. (a) At any time after the Closing Effective Date, the Borrower may obtain, from any Lender or any Additional Lender, Other Term Loans to refinance Credit Agreement Refinancing Indebtedness in respect of (i) all or any portion of the applicable Class or Classes of Term Loans then outstanding under this Agreement (which for purposes of this clause (i) will be made pursuant deemed to include any then outstanding Other First Lien Term Loan Loans), (ii) all or any portion of the Revolving Loans (or unused Revolving Commitments) under this Agreement (which for purposes of this clause (ii) will be deemed to include any then outstanding Other Revolving Loans and Other Revolving Commitments) and (iii) all or any portion of First Lien Incremental Equivalent Debt, in the form of (x) Other First Lien Term Loans or Other First Lien Term Commitments or (y) Other Revolving Loans or Other Revolving Commitments, as the case may be, in each case pursuant to a Refinancing Amendment; provided that such Other Term Loans Credit Agreement Refinancing Indebtedness (i) may rank equal in priority in right of payment and of security will be unsecured or will be secured by the Collateral on a pari passu or junior basis with the other Loans Secured Obligations (and Commitments hereunderif secured, subject to the terms of the First/Second Lien Intercreditor Agreement and/or a Customary Intercreditor Agreement, as applicable), (ii)(Aii) will have interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts, original issue discounts such pricing and optional prepayment terms and premiums as may be agreed by the Borrower and the Lenders thereof and/or thereof, and (Biii) additional fees and/or premiums may the Net Proceeds of such Credit Agreement Refinancing Indebtedness shall be payable applied, substantially concurrently with the incurrence thereof, to the Lenders prepayment of outstanding Term Loans or reduction of Revolving Commitments being so refinanced or the prepayment, satisfaction and discharge or redemption of outstanding First Lien Incremental Equivalent Debt, as the case may be. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of the conditions as agreed between the lenders providing such Other Term Loans in addition to any of Credit Agreement Refinancing Indebtedness and the items contemplated by the preceding clause (A), in each caseBorrower and, to the extent provided reasonably requested by the First Lien Administrative Agent, receipt by the First Lien Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Effective Date under Section 4.01 (other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the First Lien Administrative Agent). Each Class of Credit Agreement Refinancing Indebtedness incurred under this Section 2.21 shall be in an aggregate principal amount that is (x) not less than $10,000,000 in the applicable Refinancing Amendment, case of Other Term Loans or $10,000,000 in the case of Other Revolving Loans and (iiiy) may have optional prepayment terms an integral multiple of $1,000,000 in excess thereof (including call protection and prepayment terms and premiums) as may be agreed between in each case unless the Borrower and the Lenders thereof, (iv) will have a final maturity date no earlier than, and will have a Weighted Average Life to Maturity equal to or greater than, First Lien Administrative Agent otherwise agree). Any Refinancing Amendment may provide for the Loans being refinanced (except by virtue issuance of amortization or prepayment Letters of Credit for the account of the Loans prior Borrower, or the provision to the time Borrower of such refinancing) and (v) will have such other Swingline Loans, pursuant to any Other Revolving Commitments established thereby, in each case on terms and conditions (other than as provided in foregoing clauses (ii) through (iv)) that are identical in all material respects to, or (taken as a whole) are no more restrictive on substantially equivalent to the Borrower than those terms applicable to Letters of Credit and Swingline Loans under the Loans being refinanced (Revolving Commitments; provided that no Issuing Bank or Swingline Lender shall be required to act as “issuing bank” or “swingline lender” under any such terms shall not be deemed to be “more restrictive” solely as a result of the inclusion in the documentation governing such Other Term Loan Commitments and Other Term Loans of a Previously Absent Financial Maintenance Covenant so long as the Refinancing Amendment without its written consent. The First Lien Administrative Agent shall be given prompt written notice thereof and promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement is shall be deemed amended to include the extent (but only to the extent) necessary to reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other First Lien Term Loans, Other Revolving Loans, Other Revolving Commitments and/or Other First Lien Term Commitments). Any Refinancing Amendment may, without the consent of any other Lenders, effect such Previously Absent Financial Maintenance Covenant for the benefit of each Facility); provided, further, that the terms and conditions applicable amendments to such Other Term Loan Commitments and Other Term Loans may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrower this Agreement and the Lenders thereof and applicable only during periods after other First Lien Loan Documents as may be necessary or appropriate, in the Latest Maturity Date in respect of Term Loans that is in effect immediately prior to the date in respect reasonable opinion of the Class First Lien Administrative Agent and the Borrower, to effect the provisions of Loans being refinanced that is this Section 2.21 (including, in effect on the date such Other Term Loan Commitments and Other Term Loans are incurred connection with an Incremental Revolving Commitment Increase or obtained. Any Other Term Loans may participate Additional/Replacement Revolving Commitments, to reallocate Revolving Exposure on a pro rata basis or on a less than pro rata basis (butamong the relevant Revolving Lenders). In addition, except as otherwise permitted by this Agreement, not on a greater than pro rata basis) in any mandatory prepayments under Section 2.03(b)(i), (ii) or (iii)(A), as specified if so provided in the applicable relevant Refinancing Amendment and with the consent of each Issuing Bank, participations in Letters of Credit expiring on or after the Revolving Maturity Date shall be reallocated from Lenders holding Revolving Commitments to Lenders holding extended revolving commitments in accordance with the terms of such Refinancing Amendment. In connection with any Refinancing Amendment; provided, however, that such participation interests shall, upon receipt thereof by the relevant Lenders holding Revolving Commitments, be deemed to be participation interests in respect of such Revolving Commitments and the terms of such participation interests (including, without limitation, the Borrower shall, if reasonably requested by the Administrative Agent, deliver customary reaffirmation agreements and/or such amendments to the Collateral Documents as may commission applicable thereto) shall be reasonably requested by the Administrative Agent in order to ensure that such Other Term Loans are provided with the benefit of the applicable Loan Documentsadjusted accordingly.

Refinancing Amendments. (a) At any time after the Closing Effective Date, the Borrower Borrowers may obtain, from any Lender or any Additional Revolving Lender, Other Term Loans to refinance Credit Agreement Refinancing Indebtedness in respect of all or any portion of the applicable Class Revolving Loans (or Classes of Loans then outstanding unused Revolving Commitments) under this Agreement (which for purposes of this Section will be made pursuant deemed to include any then outstanding Other Term Loan Revolving Loans and Other Revolving Commitments), in the form of Other Revolving Loans or Other Revolving Commitments, as the case may be, in each case pursuant to a Refinancing Amendment; provided that the Net Proceeds of such Other Term Loans (i) may rank equal in priority in right of payment and of security Credit Agreement Refinancing Indebtedness shall be applied, substantially concurrently with the other Loans and Commitments hereunder, (ii)(A) will have interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts, original issue discounts and prepayment terms and premiums as may be agreed by the Borrower and the Lenders thereof and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Other Term Loans in addition to any of the items contemplated by the preceding clause (A), in each caseincurrence thereof, to the extent provided in the applicable Refinancing Amendmentreduction of Revolving Commitments being so refinanced, (iii) may have optional prepayment terms (including call protection and prepayment terms and premiums) as may be agreed between the Borrower and the Lenders thereof, (iv) will have a final maturity date no earlier than, and will have a Weighted Average Life to Maturity equal to or greater than, the Loans being refinanced (except by virtue of amortization or prepayment of the Loans prior to the time of such refinancing) and (v) will have such other terms and conditions (other than as provided in foregoing clauses (ii) through (iv)) that are identical in all material respects to, or (taken as a whole) are no more restrictive on the Borrower than those applicable to the Loans being refinanced (provided that such terms shall not be deemed to be “more restrictive” solely as a result of the inclusion in the documentation governing such Other Term Loan Commitments and Other Term Loans of a Previously Absent Financial Maintenance Covenant so long as the Administrative Agent shall be given prompt written notice thereof and this Agreement is amended to include such Previously Absent Financial Maintenance Covenant for the benefit of each Facility)case may be; provided, further, provided further that the terms and conditions applicable to such Other Term Loan Commitments and Other Term Loans Credit Agreement Refinancing Indebtedness may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrower Borrowers and the Lenders thereof and applicable only during periods after the Latest Maturity Date in respect of Term Loans that is in effect immediately prior to the date in respect of the Class of Loans being refinanced that is in effect on the date such Other Term Loan Commitments and Other Term Loans are Credit Agreement Refinancing Indebtedness is issued, incurred or obtained. Any Other Term Loans may participate on a pro rata basis or on a Each Class of Credit Agreement Refinancing Indebtedness incurred under this Section 2.21 shall be in an aggregate principal amount that is (x) not less than pro rata basis (but, except as otherwise permitted by this Agreement, not on a greater than pro rata basis) in any mandatory prepayments under Section 2.03(b)(i), (ii) or (iii)(A), as specified $10,000,000 in the case of Other Revolving Loans and (y) an integral multiple of $1,000,000 in excess thereof (in each case unless the applicable Borrower and the Administrative Agent otherwise agree). Any Refinancing Amendment may provide for the issuance of Letters of Credit for the account of the Borrowers, or the provision to the Borrowers of Swingline Loans, pursuant to any Other Revolving Commitments established thereby, in each case on terms substantially equivalent to the terms applicable to Letters of Credit and Swingline Loans under the Revolving Commitments. The Administrative Agent shall promptly notify each applicable Lender as to the effectiveness of each Refinancing Amendment. In connection with Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the Borrower shallextent (but only to the extent) necessary to reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Revolving Loans and/or Other Revolving Commitments). Any Refinancing Amendment may, if reasonably requested by without the Administrative Agentconsent of any other Lenders, deliver customary reaffirmation agreements and/or effect such amendments to this Agreement and the Collateral other Loan Documents as may be reasonably requested by necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrowers, to effect the provisions of this Section. In addition, if so provided in order the relevant Refinancing Amendment and with the consent of each Issuing Bank, participations in Letters of Credit expiring on or after the Revolving Maturity Date shall be reallocated from Lenders holding Revolving Commitments to ensure Lenders holding extended revolving commitments in accordance with the terms of such Refinancing Amendment; provided, however, that such Other Term Loans are provided with participation interests shall, upon receipt thereof by the benefit relevant Lenders holding Revolving Commitments, be deemed to be participation interests in respect of such Revolving Commitments and the terms of such participation interests (including, without limitation, the commission applicable Loan Documentsthereto) shall be adjusted accordingly.

Refinancing Amendments. (a) At any time after the Closing Date, the Borrower may obtain, from any Lender or any Additional Lender, Other Term Loans to refinance Credit Agreement Refinancing Indebtedness in respect of all or any portion of the applicable Class or Classes of Term Loans then outstanding under this Agreement (which will be made pursuant deemed to include any then outstanding Other Term Loans), in the form of Other Term Loans or Other Loan Term Commitments, in each case pursuant to a Refinancing Amendment; provided that such Other Term Loans Credit Agreement Refinancing Indebtedness (i) may will rank equal in priority pari passu in right of payment and of security with the other Loans and Commitments hereunder, (ii)(Aii) will have interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts, original issue discounts such pricing and optional prepayment terms and premiums as may be agreed by the Borrower and the Lenders thereof and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Other Term Loans in addition to any of the items contemplated by the preceding clause (A), in each case, to the extent provided in the applicable Refinancing Amendmentthereof, (iii) may have optional prepayment terms (including call protection and prepayment terms and premiums) as may be agreed between the Borrower and the Lenders thereof, (iv) will have a final maturity date no earlier thanthat is not prior to the maturity date of, and will have a Weighted Average Life to Maturity equal that is not shorter than the Term Loans being refinanced, (iv) subject to clause (ii) above, will have terms and conditions that are substantially identical to, or greater less favorable to the investors providing such Credit Agreement Refinancing Indebtedness than, the Loans being refinanced (except by virtue of amortization or prepayment of the Loans prior to the time of such refinancing) Refinanced Debt and (v) will have the proceeds of such other terms and conditions (other than as provided in foregoing clauses (ii) through (iv)) that are identical in all material respects toCredit Agreement Refinancing Indebtedness shall be applied, or (taken as a whole) are no more restrictive on substantially concurrently with the Borrower than those applicable incurrence thereof, to the prepayment of outstanding Term Loans being refinanced (so refinanced; provided that such terms shall not be deemed to be “more restrictive” solely as a result of the inclusion in the documentation governing such Other Term Loan Commitments and Other Term Loans of a Previously Absent Financial Maintenance Covenant so long as the Administrative Agent shall be given prompt written notice thereof and this Agreement is amended to include such Previously Absent Financial Maintenance Covenant for the benefit of each Facility); provided, further, further that the terms and conditions applicable to such Other Term Loan Commitments and Other Term Loans Credit Agreement Refinancing Indebtedness may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrower and the Lenders thereof and applicable only during periods after the Latest Maturity Date in respect of Term Loans that is in effect immediately prior to the date in respect of the Class of Loans being refinanced that is in effect on the date such Other Term Loan Commitments and Other Term Loans are Credit Agreement Refinancing Indebtedness is issued, incurred or obtained. Any Other Term Loans may participate on a pro rata basis or on a less than pro rata basis (but, except as otherwise permitted by this Agreement, not on a greater than pro rata basis) in any mandatory prepayments under Section 2.03(b)(i), (ii) or (iii)(A), as specified in the applicable Refinancing Amendment. In connection with The effectiveness of any Refinancing AmendmentAmendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 and, to the Borrower shall, if extent reasonably requested by the Administrative Agent, deliver customary receipt by the Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Section 4.01. Each Class of Credit Agreement Refinancing Indebtedness incurred under this Section 2.24 shall be in an aggregate principal amount that is (x) not less than $50,000,000 in the case of Other Term Loans and (y) an integral multiple of $1,000,000 in excess thereof. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans and/or Other Term Loan Commitments). Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the Collateral other Loan Documents as may be reasonably requested by necessary or appropriate, in the reasonable opinion of the Administrative Agent in order and the Borrower, to ensure that such Other Term Loans are provided with effect the benefit provisions of the applicable Loan Documentsthis Section.

Refinancing Amendments. (a) At any time after the Closing Effective Date, the Borrower may obtain, obtain from any existing Lender or any other Person reasonably satisfactory to the Borrower and, in the case of Other Revolving Commitments, the Swingline Lender and the Issuing Bank (any such existing Lender or other Person being called an “Additional Refinancing Lender, ”) Credit Agreement Refinancing Indebtedness in respect of (a) all or any portion of any Class of Term Loans then outstanding under this Agreement (which for purposes of this clause (a) will be deemed to include any then outstanding Other Term Loans to refinance constituting Term Loans) or (b) all or any portion of the applicable Class or Classes Revolving Commitments (including the corresponding portion of Loans then outstanding the Revolving Loans) under this Agreement (which for purposes of this clause (b) will be made pursuant deemed to include any then outstanding Other Revolving Commitments (including the corresponding portion of the Other Revolving Loans)) in the form of (x) Other Term Loan CommitmentsLoans or Other Term Commitments in the case of clause (a) or (y) Other Revolving Loans or Other Revolving Commitments in the case of clause (b), in each case pursuant to a Refinancing Amendment; provided that such Other Term Loans (i) may such Credit Agreement Refinancing Indebtedness shall rank equal in priority pari passu or junior in right of payment and of security with the other Loans and Commitments hereunder, (ii)(Aii) will such Credit Agreement Refinancing Indebtedness shall have interest rates (including through fixed interest rates)such pricing, interest marginsinterest, rate floors, upfront fees, funding discounts, original issue discounts premiums and optional prepayment and redemption terms and premiums as may be agreed by the Borrower and the Additional Refinancing Lenders thereof and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Other Term Loans in addition to any of the items contemplated by the preceding clause (A), in each case, to the extent provided in the applicable Refinancing Amendmentthereof, (iii) may have optional prepayment terms (including call protection and prepayment terms and premiums) as may such Credit Agreement Refinancing Indebtedness shall only be agreed between the Borrower and the Lenders thereofsecured by assets consisting of Collateral, (iv) will have a final maturity date no earlier thanthe covenants and, and will have a Weighted Average Life to Maturity equal to or greater than, the Loans being refinanced (except by virtue events of amortization or prepayment of the Loans prior to the time default of such refinancing) and (v) will have such other terms and conditions Credit Agreement Refinancing Indebtedness (other than as provided in foregoing clauses (ii) through (ivpricing, interest, fees, premiums and optional prepayment)) that are identical in all material respects to, or if not consistent with the terms of the Class of Initial Term Loans, shall reflect market terms (taken as a whole) are no more restrictive (as determined in good faith by the Borrower), at the time of issuance or incurrence, (v) such Credit Agreement Refinancing Indebtedness satisfies the requirements set forth in clauses (w) through (z) of the definition of “Credit Agreement Refinancing Indebtedness,” and (vi) if such Credit Agreement Refinancing Indebtedness is secured on the Borrower than those applicable a junior basis to the Term Loans, the Collateral Agent acting on behalf of the holders of such Indebtedness shall have become party to a Second Lien Intercreditor Agreement; provided that if such Second Lien Intercreditor Agreement has not previously been executed and delivered, then the Borrower, the Collateral Agent on behalf of the Secured Parties and on behalf of the holders of such Credit Agreement Refinancing Indebtedness shall have executed and delivered the Second Lien Intercreditor Agreement. The effectiveness of any Refinancing Amendment shall be subject to such express conditions as are mutually agreed with the participating Additional Refinancing Lenders. Each Class of Credit Agreement Refinancing Indebtedness (other than in connection with an extension of the maturity of Term Loans, Revolving Loans being refinanced or Revolving Commitments) incurred under this Section 2.21 shall be in an integral multiple of $1,000,000 and be in an aggregate principal amount that is not less than $25,000,000 (or, in the case of Incremental Facilities denominated in Euros, €25,000,000), provided that such amount may be less than $25,000,000 or €25,000,000 if such amount represents all the remaining availability under the aggregate principal amount of Credit Agreement Refinancing Indebtedness set forth above. Subject to the consent of the Issuing Banks, any Refinancing Amendment may provide for the issuance of Letters of Credit for the account of the Borrower pursuant to any Other Revolving Commitments established thereby on terms substantially equivalent to the terms applicable to Letters of Credit under this Agreement before giving effect to such Refinancing Amendment. The Administrative Agent shall not promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to be “more restrictive” solely as a result the extent (but only to the extent) necessary or reasonably advisable to reflect the existence and terms of the inclusion Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans, Other Revolving Loans, Other Revolving Commitments and/or Other Term Commitments). Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary, or reasonably advisable or appropriate, in the documentation governing such Other Term Loan Commitments and Other Term Loans reasonable opinion of a Previously Absent Financial Maintenance Covenant so long as the Administrative Agent and the Borrower, to effect the provisions of this Section. This Section 2.21 shall supersede any provisions in Section 2.18 and Section 9.02 to the contrary. Notwithstanding anything to the contrary in this Section 2.21 or otherwise, (1) the borrowing and repayment (except for (A) payments of interest and fees at different rates on Other Revolving Commitments (and related outstandings), (B) repayments required upon the maturity date of the Other Revolving Commitments and (C) repayment made in connection with a permanent repayment and termination of commitments) of Loans with respect to Other Revolving Commitments after the date of obtaining any Other Revolving Commitments shall be given prompt written notice thereof and this Agreement is amended to include such Previously Absent Financial Maintenance Covenant for the benefit of each Facility); providedmade on at least a pro rata basis with all other Revolving Commitments, further, that the terms and conditions applicable to such Other Term Loan Commitments and Other Term Loans may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrower and the Lenders thereof and applicable only during periods after the Latest Maturity Date in respect of Term Loans that is in effect immediately prior (2) subject to the provisions of Section 2.05(o) to the extent dealing with Letters of Credit which mature or expire after a maturity date in respect when there exist Other Revolving Commitments with a longer maturity date and subject to the consent of the Class Issuing Bank, all Letters of Loans being refinanced that is in effect on the date such Other Term Loan Commitments and Other Term Loans are incurred or obtained. Any Other Term Loans may participate Credit shall be participated on a pro rata basis by all Revolving Lenders in accordance with all other Revolving Commitments (and except as provided in Section 2.05(o), without giving effect to changes thereto on an earlier maturity date with respect to Letters of Credit theretofore incurred or issued), (3) the permanent repayment of Revolving Loans with respect to, and termination of, Other Revolving Commitments after the date of obtaining any Other Revolving Commitments shall be made on at least a less than pro rata basis (butwith all other Revolving Commitments, except as otherwise that the Borrower shall be permitted by this Agreement, not to permanently repay and terminate commitments of any such Class on a greater non- rata basis as compared to any other Class with a later maturity date than pro rata basissuch Class and (4) in any mandatory prepayments under Section 2.03(b)(i), (ii) or (iii)(A), as specified in the applicable Refinancing Amendment. In connection with any Refinancing Amendment, the Borrower shall, if reasonably requested assignments and participations of Other Revolving Commitments and Other Revolving Loans shall be governed by the Administrative Agent, deliver customary reaffirmation agreements and/or such amendments same assignment and participation provisions applicable to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Other Term Loans are provided with the benefit of the applicable Loan DocumentsRevolving Commitments and Revolving Loans.

Refinancing Amendments. (a) At any time after the Closing Restatement Date, the Borrower Borrowers may obtain, from any Term Loan Lender, any Incremental Term Lender providing Incremental Term Loans or any Additional LenderIncreasing Revolving Lender increasing their Revolving Credit Commitments and providing Revolving Credit Loans, Other Term Loans to refinance Credit Agreement Refinancing Indebtedness in respect of all or any portion of the applicable Class Term Loans or Classes of Revolving Credit Loans then then-outstanding under this Agreement (which for the purposes of this clause will be made pursuant deemed to include any then outstanding Other Term Loan CommitmentsLoans) in the form of (x) Other Loans or Other Commitments or (y) Refinancing Notes, as the case may be, in each case pursuant to a Refinancing Amendment; provided that such Other Term Loans Credit Agreement Refinancing Indebtedness (i) may rank equal in priority in right of payment and of security with the other Loans and Commitments hereunder, (ii)(A) will have interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts, original issue discounts such pricing and optional prepayment terms and premiums as may be agreed by the Borrower and the Lenders thereof and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Other Term Loans in addition to any of the items contemplated by the preceding clause (A), in each case, to the extent provided in the applicable Refinancing Amendment, (iii) may have optional prepayment terms (including call protection and prepayment terms and premiums) as may be agreed between the Borrower Borrowers and the Lenders thereof, (ivii) will have a final maturity date no earlier than, and will have a Weighted Average Life to Maturity equal to or greater than, the Loans being refinanced (except by virtue of amortization or prepayment of the Loans that is not prior to the time maturity date of the Term Loans or Revolving Credit Loans being refinanced, as appropriate, and (iii) the proceeds of such refinancingCredit Agreement Refinancing Indebtedness shall be applied, substantially concurrently with the incurrence thereof, to the prepayment of outstanding Term Loans or Revolving Credit Loans, as appropriate (and in the case of a prepayment of Revolving Credit Loans, a corresponding amount of Revolving Credit Commitments shall be permanently reduced). Each class of Credit Agreement Refinancing Indebtedness incurred under this Section 5.15 shall be in an aggregate principal amount that is (x) not less than $5,000,000 and (vy) will have such other terms and conditions (other than as provided an integral multiple of $1,000,000 in foregoing clauses (ii) through (iv)) that are identical in all material respects to, or (taken as a whole) are no more restrictive on the Borrower than those applicable to the Loans being refinanced (provided that such terms shall not be deemed to be “more restrictive” solely as a result of the inclusion in the documentation governing such Other Term Loan Commitments and Other Term Loans of a Previously Absent Financial Maintenance Covenant so long as the excess thereof. The Administrative Agent shall be given prompt written notice thereof and this Agreement is amended promptly notify each Lender as to include such Previously Absent Financial Maintenance Covenant for the benefit effectiveness of each Facility); provided, further, that the terms and conditions applicable to such Other Term Loan Commitments and Other Term Loans may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrower and the Lenders thereof and applicable only during periods after the Latest Maturity Date in respect of Term Loans that is in effect immediately prior to the date in respect of the Class of Loans being refinanced that is in effect on the date such Other Term Loan Commitments and Other Term Loans are incurred or obtained. Any Other Term Loans may participate on a pro rata basis or on a less than pro rata basis (but, except as otherwise permitted by this Agreement, not on a greater than pro rata basis) in any mandatory prepayments under Section 2.03(b)(i), (ii) or (iii)(A), as specified in the applicable Refinancing Amendment. In connection with Each of the parties hereto hereby agreed that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the Borrower shallextent (but only to the extent) necessary to reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Loans, if reasonably requested by Other Commitments and/or Refinancing Notes). Any Refinancing Amendment may, without the Administrative Agentconsent of any other Lenders, deliver customary reaffirmation agreements and/or effect such amendments to this Agreement and the Collateral other Loan Documents as may be reasonably requested by necessary or appropriate, in the reasonable opinion of the Administrative Agent in order and the Borrower, to ensure that such Other Term Loans are provided with effect the benefit provisions of the applicable Loan Documentsthis Section.

Refinancing Amendments. (a) At any time after the Closing Date, the Borrower may obtain, from any Lender or any Additional Lender, Other Term Loans to refinance Credit Agreement Refinancing Indebtedness in respect of all or any portion of the applicable Class Term Loans or Classes of outstanding Revolving Loans then outstanding (or unused Revolving Credit Commitments) under this Agreement which will be made pursuant to Agreement, in the form of Other Term Loans (or Other Term Loan Commitments) or Other Revolving Loans (or Other Revolving Credit Commitments), as the case may be, in each case pursuant to a Refinancing Amendment); provided that such Other Term Loans Credit Agreement Refinancing Indebtedness (i) may rank equal in priority in right of payment shall be secured by the Collateral, and of security Guaranteed by the Guarantors, on a pari passu basis with the Obligations pursuant to the Security Documents and shall not be secured by any property or assets other Loans and Commitments hereunderthan Collateral or Guaranteed by any person other than a Guarantor, (ii)(Aii) will have interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts, original issue discounts and prepayment terms and premiums as may be agreed by the Borrower and the Lenders thereof and/or (Bx) additional fees and/or premiums may be payable to the Lenders providing such Other Term Loans in addition to any of the items contemplated by the preceding clause (A), in each case, to the extent provided in the applicable Refinancing Amendmentcase of Other Revolving Credit Commitments, (iii) may have optional prepayment terms (including call protection and prepayment terms and premiums) as may be agreed between the Borrower and the Lenders thereof, (iv) will have a final maturity date no earlier thanthat is not prior to the maturity date of Revolving Credit Commitments being refinanced and (y) in the case of any Other Term Loans, will have a maturity date that is not prior to the maturity date of, and will have a Weighted Average Life to Maturity equal to or greater that is not shorter than, the Term Loans being refinanced and (except by virtue of amortization or prepayment of iii) in the event that a Refinancing Amendment with respect to Loans (other than Incremental Loans) does not refinance the Loans prior (other than Incremental Loans) in full, if the initial yield on such Credit Agreement Refinancing Indebtedness (as determined by the Administrative Agent to be equal to the time sum of (x) the margin above the Adjusted LIBO Rate on such refinancingLoans (which shall be increased by the amount that any “LIBOR floor” applicable to such Loans on the date such Loans are made would exceed the Adjusted LIBO Rate for a three-month Interest Period commencing on such date) and (vy) will have if such Loans are initially made at a discount or the Lenders making the same receive a fee directly or indirectly from Holdings, the Borrower or any Subsidiary for doing so (but excluding the effect of any arrangement, structuring, syndication or other terms and conditions (other than as provided fees payable in foregoing clauses (ii) through (iv)) connection therewith that are identical in not shared with all material respects tolenders or holders thereof) (the amount of such discount or fee, or (taken expressed as a wholepercentage of such Loans, being referred to herein as “OID”), the amount of such OID divided by the lesser of (A) are no the average life to maturity (expressed in years) of such Loans and (B) four) exceeds by more restrictive on than 50 basis points (the Borrower than those applicable amount of such excess above 50 basis points being referred to herein as the Loans being refinanced “Refinancing Yield Differential”) the sum of (provided that such terms shall not be deemed to be “more restrictive” solely as a result of A) the inclusion Applicable Rate then in the documentation governing such Other Term Loan Commitments and Other effect for Eurodollar Term Loans of a Previously Absent Financial Maintenance Covenant so long as the Administrative Agent (which shall be given prompt written notice thereof and this Agreement is amended to include such Previously Absent Financial Maintenance Covenant for increased by the benefit of each Facility); provided, further, amount that the terms and conditions any “LIBOR floor” applicable to such Other Term Loan Commitments and Other Eurocurrency Term Loans may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrower and the Lenders thereof and applicable only during periods after the Latest Maturity Date in respect of Term Loans that is in effect immediately prior to on the date such Credit Agreement Refinancing Indebtedness is incurred would exceed the Adjusted LIBO Rate for a three-month Interest Period commencing on such date (without taking into account the last sentence of the definition of LIBO Rate)) and (B) the amount of the OID initially paid in respect of the Class of Loans being refinanced that is Term Loans, divided by four, then the Applicable Rate then in effect on for the date such Other Term Loan Commitments and Other Term Loans are incurred or obtained. Any Other Term Loans may participate on a pro rata basis or on a less than pro rata basis (but, except as otherwise permitted by this Agreement, not on a greater than pro rata basis) in any mandatory prepayments under Section 2.03(b)(i), (ii) or (iii)(A), as specified in the applicable Refinancing Amendment. In connection with any Refinancing Amendment, the Borrower shall, if reasonably requested shall automatically be increased by the Administrative AgentRefinancing Yield Differential, deliver customary reaffirmation agreements and/or such amendments to effective upon the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Other Term Loans are provided with the benefit making of the applicable Loan DocumentsCredit Agreement Refinancing Indebtedness.

Refinancing Amendments. (a) At any time after the Closing Date, the Borrower may obtain, obtain from any existing Lender or any other Person reasonably satisfactory to the Borrower and, in the case of any Other Revolving Commitments, to the extent such consent would be required for an assignment of such Loans or Commitments pursuant to Section 9.04, the Issuing Bank (any such existing Lender or other Person being called an “Additional Refinancing Lender, Other Term Loans to refinance ”) Credit Agreement Refinancing Indebtedness in respect of (a) all or any portion of the applicable Class or Classes of Term Loans then outstanding under this Agreement (which for purposes of this clause (a) will be made pursuant deemed to include any then outstanding Other Term Loan CommitmentsLoans constituting Term Loans) or (b) for the Borrower, all or any portion of the Revolving Commitments (including the corresponding portion of the Revolving Loans) under this Agreement (which for purposes of this clause (b)) will be deemed to include any then outstanding Other Revolving Commitments (including the corresponding portion of the Other Revolving Loans)), in the form of Other Term Loans or Other Term Commitments in the case of clauses (a) and (b), in each case pursuant to a Refinancing Amendment; provided that such Other Term Loans (i) may such Credit Agreement Refinancing Indebtedness shall rank equal in priority pari passu or junior in right of payment and of security with the other Loans and Commitments hereunder, (ii)(Aii) will such Credit Agreement Refinancing Indebtedness shall have interest rates (including through fixed interest rates)such pricing, interest marginsinterest, rate floors, upfront fees, funding discounts, original issue discounts premiums and optional prepayment and redemption terms and premiums as may be agreed by the Borrower and the Additional Refinancing Lenders thereof and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Other Term Loans in addition to any of the items contemplated by the preceding clause (A), in each case, to the extent provided in the applicable Refinancing Amendmentthereof, (iii) may have optional prepayment terms (including call protection and prepayment terms and premiums) as may such Credit Agreement Refinancing Indebtedness shall only be agreed between the Borrower and the Lenders thereofsecured by assets consisting of Collateral, (iv) will have a final maturity date no earlier thanthe covenants, events of default and will have a Weighted Average Life to Maturity equal to or greater than, the Loans being refinanced (except by virtue of amortization or prepayment of the Loans prior to the time guarantees of such refinancing) and (v) will have such other terms and conditions Credit Agreement Refinancing Indebtedness (other than pricing, interest, fees, premiums and optional prepayment), if not consistent with the terms of the Term Loans, shall not be materially more restrictive to the Loan Parties (as provided determined in foregoing clauses (ii) through (ivgood faith by the Borrower)) that are identical in all material respects to, or (when taken as a whole, than the terms of the Term Loans unless (x) are no the Lenders of the Term Loans receive the benefit of such more restrictive terms or (y) any such provisions apply after the Term Loan Maturity Date, (v) such Credit Agreement Refinancing Indebtedness satisfies the requirements set forth in clauses (w) through (z) of the definition of “Credit Agreement Refinancing Indebtedness,” and (vi) if such Credit Agreement Refinancing Indebtedness is secured on the Borrower than those applicable a junior basis to the Term Loans, the Collateral Agent acting on behalf of the holders of such Indebtedness shall have become party to a Second Lien Intercreditor Agreement; provided that if such Second Lien Intercreditor has not previously been executed and delivered, then the Borrower, the Subsidiary Loan Parties, the Collateral Agent on behalf of the Secured Parties and on behalf of the holders of such Credit Agreement Refinancing Indebtedness shall have executed and delivered the Second Lien Intercreditor Agreement. The effectiveness of any Refinancing Amendment shall be subject to such express conditions as are mutually agreed with the participating Additional Refinancing Lenders. Each Class of Credit Agreement Refinancing Indebtedness (other than in connection with an extension of the maturity of Term Loans, Revolving Loans being refinanced (or Revolving Commitments) incurred under this Section 2.21 shall be in an integral multiple of $1,000,000 and be in an aggregate principal amount that is not less than $25,000,000, provided that such terms shall not amount may be deemed less than $25,000,000 if such amount represents all the remaining availability under the aggregate principal amount of Credit Agreement Refinancing Indebtedness set forth above. Subject to be “more restrictive” solely as a result the consent of the inclusion in the documentation governing such Other Term Loan Commitments and Other Term Loans of a Previously Absent Financial Maintenance Covenant so long as the Administrative Agent shall be given prompt written notice thereof and this Agreement is amended to include such Previously Absent Financial Maintenance Covenant for the benefit of each Facility); providedIssuing Banks, further, that the terms and conditions applicable to such Other Term Loan Commitments and Other Term Loans any Refinancing Amendment may provide for any additional or different financial or other covenants or other provisions that are agreed between the issuance of Letters of Credit for the account of the Borrower pursuant to any Other Revolving Commitments established thereby on terms substantially equivalent to the terms applicable to Letters of Credit under this Agreement before giving effect to such Refinancing Amendment. The Administrative Agents shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary or reasonably advisable to reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans, Other Revolving Loans, Other Revolving Commitments and/or Other Term Commitments). Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the Lenders thereof other Loan Documents as may be necessary, or reasonably advisable or appropriate, in the reasonable opinion of the Administrative Agents and applicable only during periods the Borrower, to effect the provisions of this Section. This Section 2.21 shall supersede any provisions in Section 2.17(f)Section 2.18 and Section 9.02 to the contrary. Notwithstanding anything to the contrary in this Section 2.21 or otherwise, (1) the borrowing and repayment (except for (A) payments of interest and fees at different rates on Other Revolving Commitments (and related outstandings), (B) repayments required upon the maturity date of the Other Revolving Commitments and (C) repayment made in connection with a permanent repayment and termination of commitments) of Loans with respect to Other Revolving Commitments after the Latest Maturity Date in respect date of Term Loans that is in effect immediately prior obtaining any Other Revolving Commitments shall be made on at least a pro rata basis with all other Revolving Commitments, (2) subject to the provisions of Section 2.05(o) to the extent dealing with Letters of Credit which mature or expire after a maturity date in respect when there exist Other Revolving Commitments with a longer maturity date and subject to the consent of the Class Issuing Bank, all Letters of Loans being refinanced that is in effect on the date such Other Term Loan Commitments and Other Term Loans are incurred or obtained. Any Other Term Loans may participate Credit shall be participated on a pro rata basis by all Revolving Lenders in accordance with all other Revolving Commitments (and except as provided in Section 2.05(o), without giving effect to changes thereto on an earlier maturity date with respect to Letters of Credit theretofore incurred or issued), (3) the permanent repayment of Revolving Loans with respect to, and termination of, Other Revolving Commitments after the date of obtaining any Other Revolving Commitments shall be made on at least a less than pro rata basis (butwith all other Revolving Commitments, except as otherwise that the Borrower shall be permitted by this Agreement, not to permanently repay and terminate commitments of any such Class on a greater non- rata basis as compared to any other Class with a later maturity date than pro rata basissuch Class and (4) in any mandatory prepayments under Section 2.03(b)(i), (ii) or (iii)(A), as specified in the applicable Refinancing Amendment. In connection with any Refinancing Amendment, the Borrower shall, if reasonably requested assignments and participations of Other Revolving Commitments and Other Revolving Loans shall be governed by the Administrative Agent, deliver customary reaffirmation agreements and/or such amendments same assignment and participation provisions applicable to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Other Term Loans are provided with the benefit of the applicable Loan DocumentsRevolving Commitments and Revolving Loans.

Refinancing Amendments. (a) At any time On one or more occasions after the Closing Date, the Borrower may obtain, from any Lender or any other bank, financial institution or other institutional lender or investor that agrees to provide any portion of Refinancing Term Loans or Other Revolving Credit Commitments pursuant to a Refinancing Amendment in accordance with this ‎Section 2.15 (each, an “Additional Refinancing Lender”) (provided that (i) solely with respect to Other Revolving Credit Commitments, the Administrative Agent, each Swing Line Lender and each L/C Issuer, if applicable, shall have consented (not to be unreasonably withheld or delayed) to such Lender’s or Additional Refinancing Lender’s providing such Other Revolving Credit Commitments to the extent such consent, if any, would be required under Section 10.07(b) for an assignment of Revolving Credit Commitments to such Lender or Additional Refinancing Lender, Other (i) with respect to Refinancing Term Loans, any Affiliated Lender providing Refinancing Term Loans shall be subject to refinance the same restrictions set forth in ‎Section 10.07(l) as they would otherwise be subject to with respect to any purchase by or assignment to such Affiliated Lender of Term Loans and (i) Affiliated Lenders may not provide Other Revolving Credit Commitments), Credit Agreement Refinancing Indebtedness in respect of all or any portion of any Class, as selected by the applicable Class Borrower in its sole discretion, of Term Loans or Classes of Revolving Credit Loans (or unused Commitments in respect thereof) then outstanding under this Agreement which will be made pursuant to Other Agreement, in the form of Refinancing Term Loan Loans, Refinancing Term Commitments, Other Revolving Credit Commitments, or Other 150 Revolving Credit Loans pursuant to a Refinancing Amendment; provided that such Other Term Loans (i) may rank equal notwithstanding anything to the contrary in priority in right of payment and of security with the other Loans and Commitments hereunderthis ‎Section 2.15 or otherwise, (ii)(A1) will have the borrowing and repayment (except for (A) payments of interest and fees at different rates on Other Revolving Credit Commitments (including through fixed interest ratesand related outstandings), interest margins, rate floors, upfront fees, funding discounts, original issue discounts and prepayment terms and premiums as may be agreed by the Borrower and the Lenders thereof and/or (B) additional fees and/or premiums may be payable to repayments required upon the Lenders providing such Other Term Loans in addition to any maturity date of the items contemplated by the preceding clause (A), in each case, to the extent provided in the applicable Refinancing Amendment, (iii) may have optional prepayment terms (including call protection and prepayment terms and premiums) as may be agreed between the Borrower and the Lenders thereof, (iv) will have a final maturity date no earlier than, and will have a Weighted Average Life to Maturity equal to or greater than, the Loans being refinanced (except by virtue of amortization or prepayment of the Loans prior to the time of such refinancing) Other Revolving Credit Commitments and (vC) will have such other terms repayment made in connection with a permanent repayment and conditions termination of commitments (other than as provided in foregoing clauses (iisubject to clause ‎(3) through (ivbelow)) that are identical in all material respects to, or (taken as a whole) are no more restrictive on of Loans with respect to Other Revolving Credit Commitments after the Borrower than those applicable to the Loans being refinanced (provided that such terms shall not be deemed to be “more restrictive” solely as a result date of the inclusion in the documentation governing such obtaining any Other Term Loan Revolving Credit Commitments and Other Term Loans of a Previously Absent Financial Maintenance Covenant so long as the Administrative Agent shall be given prompt written notice thereof and this Agreement is amended to include such Previously Absent Financial Maintenance Covenant for the benefit of each Facility); provided, further, that the terms and conditions applicable to such Other Term Loan Commitments and Other Term Loans may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrower and the Lenders thereof and applicable only during periods after the Latest Maturity Date in respect of Term Loans that is in effect immediately prior to the date in respect of the Class of Loans being refinanced that is in effect on the date such Other Term Loan Commitments and Other Term Loans are incurred or obtained. Any Other Term Loans may participate made on a pro rata basis with all other Revolving Credit Commitments, (1) subject to the provisions of ‎Section 2.03(n) and ‎Section 2.04(g) to the extent dealing with Swing Line Loans and Letters of Credit which mature or expire after a maturity date when there exist Other Revolving Credit Commitments with a longer maturity date, all Swing Line Loans and Letters of Credit shall be participated on a less than pro rata basis by all Lenders with Commitments in accordance with their percentage of the Commitments in respect of Revolving Credit Loans (but, and except as otherwise permitted by this Agreementprovided in ‎Section 2.03(n) and ‎Section 2.04(g), not without giving effect to changes thereto on a greater than pro rata basis) in any mandatory prepayments under Section 2.03(b)(ian earlier maturity date with respect to Swing Line Loans and Letters of Credit theretofore incurred or issued), (ii1) or (iii)(A)the permanent repayment of Revolving Credit Loans with respect to, as specified and termination of, Other Revolving Credit Commitments after the date of obtaining any Other Revolving Credit Commitments shall be made on a pro rata basis with all other Commitments in the applicable Refinancing Amendment. In connection with any Refinancing Amendmentrespect of Revolving Credit Loans, except that the Borrower shall, if reasonably requested shall be permitted to permanently repay and terminate commitments of any such Class on a better than a pro rata basis as compared to any other Class with a later maturity date than such Class and (1) assignments and participations of Other Revolving Credit Commitments and Other Revolving Credit Loans shall be governed by the Administrative Agent, deliver customary reaffirmation agreements and/or such amendments same assignment and participation provisions applicable to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Other Term Loans are provided with the benefit of the applicable Loan DocumentsRevolving Credit Commitments and Revolving Credit Loans.

Refinancing Amendments. (a) At any time after the Closing Date, the Borrower or any Subsidiary Loan Party may obtain, from any Lender or any Additional Lender, Other Term Loans to refinance Credit Agreement Refinancing Indebtedness in respect of (i) all or any portion of the applicable Class or Classes of Term Loans then outstanding under this Agreement which will be made pursuant to (including any then outstanding Other Term Loan Loans or Incremental Term Loans) or (ii) all or any portion of the RC Facility Loans (or Unused RC Facility Commitments) then outstanding under this Agreement (including any then outstanding Other RC Facility Loans, Other RC Facility Commitments or Additional/Replacement RC Facility Commitments), in the form of (x) Other Term Loans or Other Term Commitments or (y) Other RC Facility Loans or Other RC Facility Commitments, as the case may be, in each case with respect to the foregoing clauses (i) and (ii), pursuant to a Refinancing Amendment; provided that such Other Term Loans Credit Agreement Refinancing Indebtedness (i) may rank equal in priority in right of payment and of security with the other Loans and Commitments hereunder, (ii)(AA) will have interest rates such pricing (including through fixed interest rates)interest, interest margins, rate floors, upfront fees, funding discounts, original issue discounts fees and premiums) and optional prepayment (or redemption) terms and premiums as may be agreed by the Borrower and the Lenders thereof and/or and (B) additional fees and/or premiums may the proceeds of such Credit Agreement Refinancing Indebtedness shall be payable to applied, substantially concurrently with the Lenders providing such Other Term Loans in addition to any of the items contemplated by the preceding clause (A), in each caseincurrence thereof, to the extent provided prepayment of the Indebtedness being so refinanced or replaced, as the case may be. Each Class of Credit Agreement Refinancing Indebtedness incurred under this Section 2.21 shall be in the applicable Refinancing Amendment, an aggregate principal amount that is not less than (iiias applicable) may have optional prepayment terms $10,000,000 or €8,000,000 and integral multiples of $1,000,000 or €750,000 in excess thereof (including call protection and prepayment terms and premiums) as may be agreed between unless the Borrower and the Lenders thereofAdministrative Agent otherwise agree). Any Refinancing Amendment establishing any Other RC Facility Commitments shall, with respect to provisions relating to letters of credit issued thereunder, be on terms substantially similar (iv) will have a final maturity date no earlier thanexcept for the fees payable in connection therewith and the identity of the letter of credit issuer, and will have a Weighted Average Life to Maturity equal to or greater thanas applicable, which shall be determined by the Borrower, the Loans being refinanced (except by virtue of amortization or prepayment of the Loans prior to the time lenders of such refinancing) commitments and (v) will have such other terms the applicable letter of credit issuers and conditions (other than as provided borrowing, repayment and termination of commitment procedures with respect thereto, in foregoing clauses (ii) through (iv)) that are identical in all material respects to, or (taken as a whole) are no more restrictive on the Borrower than those applicable to the Loans being refinanced (provided that such terms shall not be deemed to be “more restrictive” solely as a result of the inclusion in the documentation governing such Other Term Loan Commitments and Other Term Loans of a Previously Absent Financial Maintenance Covenant so long as the Administrative Agent each case which shall be given prompt written notice thereof and this Agreement is amended to include such Previously Absent Financial Maintenance Covenant for the benefit of each Facility); provided, further, that the terms and conditions applicable to such Other Term Loan Commitments and Other Term Loans may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrower and the Lenders thereof and applicable only during periods after the Latest Maturity Date in respect of Term Loans that is in effect immediately prior to the date in respect of the Class of Loans being refinanced that is in effect on the date such Other Term Loan Commitments and Other Term Loans are incurred or obtained. Any Other Term Loans may participate on a pro rata basis or on a less than pro rata basis (but, except as otherwise permitted by this Agreement, not on a greater than pro rata basis) in any mandatory prepayments under Section 2.03(b)(i), (ii) or (iii)(A), as specified in the applicable Refinancing Amendment) to the terms relating to the Letters of Credit with respect to any applicable Class of RC Facility Commitments, or otherwise reasonably acceptable to the Administrative Agent. In connection with The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the Borrower shallextent (but only to the extent) necessary to reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans, if reasonably requested by Other RC Facility Loans, Other RC Facility Commitments and/or Other Term Commitments). Any Refinancing Amendment may, without the Administrative Agentconsent of any other Lenders, deliver customary reaffirmation agreements and/or effect such amendments to this Agreement and the Collateral other Loan Documents as may be reasonably requested by necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.21. In addition, if so provided in order the relevant Refinancing Amendment and with the consent of each Issuing Bank, participations in Letters of Credit expiring on or after the 2023 Replacement RC Facility Maturity Date shall be reallocated from Lenders holding RC Facility Commitments to ensure Lenders holding extended letter of credit facility commitments in accordance with the terms of such Refinancing Amendment; provided, however, that such Other Term Loans are provided with participation interests shall, upon receipt thereof by the benefit relevant Lenders holding RC Facility Commitments, be deemed to be participation interests in respect of such RC Facility Commitments and the terms of such participation interests (including, without limitation, the commission applicable Loan Documentsthereto) shall be adjusted accordingly.

Refinancing Amendments. (a) At any time On one or more occasions after the Closing Date, the Borrower may obtain, from any Lender or any Additional Lenderother bank, Other Term Loans financial institution or other institutional lender or investor that agrees to refinance all or provide any portion of the applicable Class or Classes of Loans then outstanding under this Agreement which will be made pursuant to Other Refinancing Term Loans, Refinancing Term Loan Commitments, Other Revolving Credit Loans and/or Other Revolving Credit Commitments pursuant to a Refinancing AmendmentAmendment in accordance with this Section 2.15 (each, an “Additional Refinancing Lender”) (provided that (i) the Administrative Agent, each Swing Line Lender and each L/C Issuer shall have consented (not to be unreasonably withheld or delayed) to such Lender’s or Additional Refinancing Lender’s making such Refinancing Term Loans or providing such Other Revolving Credit Commitments to the extent such consent, if any, would be required under Section 10.07(b) for an assignment of Loans or Revolving Credit Commitments, as applicable, to such Lender or Additional Refinancing Lender, (ii) with respect to Refinancing Term Loans, any Affiliated Lender providing any Refinancing Term Loans shall be subject to the same restrictions set forth in Section 10.07(l) as they would otherwise be subject to with respect to any purchase by or assignment to such Affiliated Lender of Term Loans and (iii) Affiliated Lenders may not provide Other Revolving Credit Commitments or Other Revolving Credit Loans); provided that such Other Term Loans (i) may rank equal notwithstanding anything to the contrary in priority in right of payment and of security with the other Loans and Commitments hereunderthis Section 2.15 or otherwise, (ii)(A1) will have the borrowing and repayment (except for (A) payments of interest and fees at different rates on Other Revolving Credit Commitments (including through fixed interest ratesand related outstandings), interest margins, rate floors, upfront fees, funding discounts, original issue discounts and prepayment terms and premiums as may be agreed by the Borrower and the Lenders thereof and/or (B) additional fees and/or premiums may repayments required upon the maturity date of the Other Revolving Credit Commitments and (C) repayment made in connection with a permanent repayment and termination of commitments (subject to clause (3) below)) of Loans with respect to Other Revolving Credit Commitments after the date of obtaining any Other Revolving Credit Commitments shall be payable made on a pro rata basis with all other Revolving Credit Commitments, (2) subject to the Lenders providing such Other Term Loans in addition to any provisions of the items contemplated by the preceding clause (A), in each case, Section 2.03(n) and 2.04(g) to the extent dealing with Swing Line Loans and Letters of Credit which mature or expire after a maturity date when there exist Other Revolving Credit Commitments with a longer maturity date, all Swing Line Loans and Letters of Credit shall be participated on a pro rata basis by all Lenders with Commitments in accordance with their percentage of the Revolving Credit Commitments (and except as provided in the applicable Refinancing AmendmentSection 2.03(n) and Section 2.04(g), without giving effect to changes thereto on an earlier maturity date with respect to Swing Line Loans and Letters of Credit theretofore incurred or issued), (iii3) may have optional prepayment terms (including call protection the permanent repayment of Revolving Credit Loans with respect to, and prepayment terms and premiums) as may termination of, Other Revolving Credit Commitments after the date of obtaining any Other Revolving Credit Commitments shall be agreed between made on a pro rata basis with all other Revolving Credit Commitments, except that the Borrower shall be permitted to permanently repay and terminate commitments of any such Class on a better than a pro rata basis as compared to any other Class with a later maturity date than such Class and (4) assignments and participations of Other Revolving Credit Commitments and Other Revolving Credit Loans shall be governed by the Lenders thereof, same assignment and participation provisions applicable to Revolving Credit Commitments and Revolving Credit Loans and (iv) will have a final maturity date no earlier than, and will have a Weighted Average Life to Maturity equal to or greater than, the Loans being refinanced (except by virtue of amortization or prepayment of the Loans prior to the time of such refinancing) and (v) will have such other terms and conditions (other than as provided in foregoing clauses (ii) through (iv)) that are identical in all material respects to, or (taken as a whole) are no more restrictive on the Borrower than those applicable to the Loans being refinanced (provided that such terms shall not be deemed to be “more restrictive” solely as a result of the inclusion in the documentation governing such Other Term Loan Commitments and Other Term Loans of a Previously Absent Financial Maintenance Covenant so long as the Administrative Agent shall be given prompt written notice thereof and this Agreement is amended to include such Previously Absent Financial Maintenance Covenant for the benefit of each Facility); provided, further, that the terms and conditions applicable to such Other Term Loan Commitments and Other Term Loans may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrower and the Lenders thereof and applicable only during periods after the Latest Maturity Date in respect of Term Loans that is in effect immediately prior to the date in respect of the Class of Loans being refinanced that is in effect on the date such Other Term Loan Commitments and Other Term Loans are incurred or obtained. Any Other Refinancing Term Loans may participate on a pro rata basis or on a less than pro rata basis (but, except as otherwise permitted by this Agreement, but not on a greater than pro rata basis) in any voluntary or mandatory prepayments under Section 2.03(b)(i), (ii) or (iii)(A)of Term Loans hereunder, as specified in the applicable Refinancing Amendment. In connection with any Refinancing Amendment, the Borrower shall, if reasonably requested by the Administrative Agent, deliver customary reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Other Term Loans are provided with the benefit of the applicable Loan Documents.

Refinancing Amendments. (a) At any time after the Closing Date, the Borrower may obtain, obtain from any existing Lender or any other Person reasonably satisfactory to the Borrower and, in the case of any Other Revolving Commitments, the Administrative Agent, the Swingline Lender and the Issuing Bank (any such existing Lender or other Person being called an “Additional Refinancing Lender, Other Term Loans to refinance ”) Credit Agreement Refinancing Debt in respect of (a) all or any portion of the applicable Class or Classes of Term Loans then outstanding under this Agreement (which for purposes of this clause (a) will be made pursuant deemed to include any then outstanding Other Term Loans) or (b) all or any portion of the Revolving Commitments (including the corresponding portion of the Revolving Loans) under this Agreement (which for purposes of this clause (b) will be deemed to include any then outstanding Other Revolving Commitments (including the corresponding portion of the Other Revolving Loans)), in the form of (x) Other Term Loans or Other Term Loan CommitmentsCommitments in the case of clause (a) or (y) Other Revolving Loans or Other Revolving Commitments in the case of clauses (a) and (b), in each case pursuant to a Refinancing Amendment; provided that such Other Term Loans Credit Agreement Refinancing Debt (i) may will rank equal in priority pari passu or junior in right of payment and of security with the other Loans and Commitments hereunder, (ii)(Aii) will have interest rates (including through fixed interest rates)such pricing, interest marginsinterest, rate floors, upfront fees, funding discounts, original issue discounts premiums and optional prepayment terms and premiums as may be agreed by the Borrower and the Additional Refinancing Lenders thereof and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Other Term Loans in addition to any of the items contemplated by the preceding clause (A), in each case, to the extent provided in the applicable Refinancing Amendmentthereof, (iii) may have optional prepayment terms (including call protection not be secured by any assets that do not constitute Collateral and prepayment terms and premiums) as may be agreed between the Borrower and the Lenders thereof, (iv) will have a final maturity date no earlier than, and will have a Weighted Average Life to Maturity equal to or greater than, the Loans being refinanced (except by virtue of amortization or prepayment of the Loans prior to the time of such refinancing) and (v) will have such other terms and conditions (other than as provided permitted in foregoing clauses clause (ii) through (iv)) that are identical in all material respects to, or (will otherwise be treated hereunder no more materially favorably taken as a whole) are no more restrictive on , including with respect to covenants and events of default, in the good faith determination of the Borrower than those applicable to the Loans being refinanced (provided that such terms shall not be deemed to be “more restrictive” solely as a result of the inclusion in the documentation governing such Other Term Loan Commitments and Other Term Loans of a Previously Absent Financial Maintenance Covenant so long as the Administrative Agent shall be given prompt written notice thereof and this Agreement is amended to include such Previously Absent Financial Maintenance Covenant for the benefit of each Facility)Refinanced Debt; provided, further, that the terms and conditions applicable to such Other Term Loan Commitments and Other Term Loans Credit Agreement Refinancing Debt may provide for any additional or different financial or other covenants or other provisions that are agreed between by the Borrower and the applicable Additional Refinancing Lenders thereof and to the extent applicable only during periods after the Latest Maturity Date in respect of Term Loans that is in effect immediately prior to the date in respect of the Class of Loans being refinanced that is in effect as determined on the date such Other Term Loan Commitments and Other Term Loans are Credit Agreement Refinancing Debt is incurred or obtained. Any Other Term Loans may participate on a pro rata basis or on a less than pro rata basis (but, except as otherwise permitted by this Agreement, not on a greater than pro rata basis) in any mandatory prepayments under Section 2.03(b)(i), (ii) or (iii)(A), as specified in the applicable Refinancing Amendment. In connection with any Refinancing Amendment, the Borrower shall, if reasonably requested by the Administrative Agent, deliver customary reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Other Term Loans are provided with the benefit of the applicable Loan Documents.

Refinancing Amendments. (a) At any time after the Closing Eleventh Amendment Effective Date, the Borrower may obtain, from any Lender or any Additional Lender, Other Term Loans to refinance Credit Agreement Refinancing Indebtedness in respect of all or any portion of the applicable Class or Classes of Term Loans then outstanding under this Agreement which will be made pursuant to Other Agreement, in the form of Refinancing Term Loans or Refinancing Term Loan Commitments, Commitments in each case pursuant to a Refinancing Amendment; provided that such Other Term Loans Credit Agreement Refinancing Indebtedness (i) may rank equal in priority in right of payment and of security with the other Loans and Commitments hereunder, (ii)(A) will have interest rates (including through fixed interest rates)such pricing, interest margins, rate floors, upfront fees, funding discounts, original issue discounts premiums and optional prepayment or redemption terms and premiums as may be agreed by the Borrower and the Lenders thereof and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Other Term Loans in addition to any of the items contemplated by the preceding clause (A), in each case, to the extent provided in the applicable Refinancing Amendment, (iii) may have optional prepayment terms (including call protection and prepayment terms and premiums) as may be agreed between the Borrower and the Lenders lenders thereof, (ivii) will have a final maturity date that is no earlier than, and will have a Weighted Average Life to Maturity equal to or greater than, the Term Loans being refinanced (excluding, for the purposes of determining the foregoing maturity dates, any springing maturity dates relating to senior secured notes (except by virtue of amortization to the extent the security therefor is pari passu with the contemplated Refinancing Term Loans), senior unsecured notes or prepayment subordinated notes, or equivalent credit facilities), (iii)(A) constitutes Indebtedness of the Loans prior Borrower that is not guaranteed by any Subsidiary that is not a Subsidiary Guarantor, (B) is not secured by any assets of the Borrower or any Subsidiary other than the Collateral (and, if secured, the security agreements relating to such Indebtedness are substantially the same as the Collateral Documents (with such changes as are reasonably satisfactory to the time of such refinancingAdministrative Agent)) and (vC) a Senior Representative acting on behalf of the holders of such Indebtedness shall have become party to or otherwise subject to one or more intercreditor agreements reasonably satisfactory to the Administrative Agent, and (iv) will have such other terms covenants and conditions events of default (other than as provided in foregoing clauses (ii) through (iv)which, for the avoidance of doubt, excludes pricing, premiums and optional prepayment or redemption terms) that are substantially identical in all material respects to, or (taken as a wholewhole as determined by the Borrower in its reasonable judgment) are no more restrictive on favorable to the Borrower lenders or holders providing such Credit Agreement Refinancing Indebtedness than those applicable to the Term Loans being refinanced (are to the Lenders of such Term Loans; provided that such terms shall not be deemed to be “more restrictive” solely as a result the covenants and events of the inclusion in the documentation governing such Other Term Loan Commitments and Other Term Loans of a Previously Absent Financial Maintenance Covenant so long as the Administrative Agent shall be given prompt written notice thereof and this Agreement is amended to include such Previously Absent Financial Maintenance Covenant for the benefit of each Facility); provided, further, that the terms and conditions default applicable to such Other Term Loan Commitments and Other Term Loans Credit Agreement Refinancing Indebtedness may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrower and the Lenders lenders thereof and applicable only during periods after the Latest Maturity Date in respect of Term Loans that is in effect immediately prior to the date in respect of the Class of Loans being refinanced that is in effect on the date such Other Term Loan Commitments and Other Term Loans are Credit Agreement Refinancing Indebtedness is issued, incurred or obtained; provided, further, that a certificate of a Responsible Officer delivered to the Administrative Agent at least five (5) Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material covenants and events of default of such Indebtedness or drafts of the documentation relating thereto, stating that the Borrower has determined in good faith that such covenants and events of default satisfy the requirement of this clause (iv) shall be conclusive evidence that such covenants and events of default satisfy such requirement unless the Administrative Agent notifies the Borrower within such five (5) Business Day period that it disagrees with such determination (including a description of the basis upon which it disagrees)). Any Other Refinancing Term Loans may participate on a pro rata basis or on a less than pro rata basis (but, except as otherwise permitted by this Agreement, but not on a greater than pro rata basis) in any voluntary or mandatory prepayments under Section 2.03(b)(i), (ii) or (iii)(A)hereunder, as specified in the applicable Refinancing Amendment. In connection with The effectiveness of any Refinancing AmendmentAmendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 5.2 and, to the Borrower shall, if extent reasonably requested by the Administrative Agent, deliver customary receipt by the Administrative Agent of legal opinions, board resolutions, officers’ certificates, mortgage amendments and other documentation and instruments with respect to real property collateral and/or reaffirmation agreements substantially consistent with those delivered on the Ninth Amendment Effective Date (other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent). Any Credit Agreement Refinancing Indebtedness incurred under this Section 2.14 shall be in an aggregate principal amount that is not less than $25,000,000 (or such lesser amount as the Administrative Agent may agree). The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Term Loans and Commitments subject thereto as Refinancing Term Loans and/or Refinancing Term Loan Commitments). Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the Collateral other Loan Documents as may be reasonably requested by necessary or appropriate, in the reasonable opinion of the Administrative Agent in order and the Borrower, to ensure that such Other Term Loans are provided with effect the benefit provisions of the applicable Loan Documentsthis Section 2.14.

Refinancing Amendments. (a) At any time after the Closing Date, the Borrower may obtain, from any Lender or any Additional New Lender, Other Term Loans to refinance all or any portion of the applicable Class or Classes of Loans then outstanding under this Agreement which will be made pursuant to Other Term Loan Commitments, in the case of Other Term Loans, and pursuant to Other Revolving Credit Commitments, in the case of Other Revolving Credit Loans, in each case pursuant to a Refinancing Amendment; provided that such Other Term Loans Loans: (i) may shall rank equal in priority in right of payment and of security with the other Loans and Commitments hereunder, ; (ii)(A) will have interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts, original issue discounts and prepayment or redemption terms and premiums as may be agreed by the Borrower and the Lenders thereof and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Other Term Loans in addition to any of the items contemplated by the preceding clause (A), in each case, to the extent provided in the applicable Refinancing Amendment, ; (iii) may have optional prepayment terms (including call protection and prepayment terms and premiums) premiums as may be agreed between the Borrower and the Lenders thereof, ); provided that such terms shall require that any optional prepayment shall be applied on a pro rata basis to all Loans under this Agreement (or less than pro rata basis in respect of such Other Loans); (iv) (A) will have a final maturity date no earlier than, and will have a Weighted Average Life to Maturity equal to or greater than, than the Loans being refinanced (except by virtue of amortization or prepayment of the Loans prior to the time of such refinancing) and (B) will have a weighted average life to maturity no shorter than that of the Loans being refinanced; (v) shall not exceed the aggregate principal amount of Indebtedness being refinanced; and (vi) will have such other terms and conditions (other than as provided in foregoing clauses (ii) through (iv)) that are identical in all material respects to, or (taken as a whole) are no more restrictive on favorable to the Borrower lenders or holders providing such Other Commitments and Other Loans than those applicable to the Loans being refinanced (refinanced; provided that such terms shall not be deemed to be “more restrictive” solely as a result of the inclusion in the documentation governing such Other Term Loan Commitments and Other Term Loans of a Previously Absent Financial Maintenance Covenant so long as the Administrative Agent shall be given prompt written notice thereof and this Agreement is amended to include such Previously Absent Financial Maintenance Covenant for the benefit of each Facility); provided, further, that the terms and conditions applicable to such Other Term Loan Commitments and Other Term Loans may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrower and the Lenders thereof and applicable only during periods after the Latest Final Maturity Date in respect of Term Loans that is in effect immediately prior to the date in respect of the Class of Loans being refinanced that is in effect on the date such Other Term Loan Commitments and Other Term Loans are incurred or obtained. Any Other Term Loans may participate on a pro rata basis or on a less than pro rata basis (but, except as otherwise permitted by this Agreement, not on a greater than pro rata basis) in any mandatory prepayments under Section 2.03(b)(i), (ii) or (iii)(A2.10(h)(i), as specified in the applicable Refinancing Amendment. In connection with any Refinancing Amendment, the Borrower shall, if reasonably requested by the Administrative Agent, deliver customary reaffirmation agreements and/or such amendments to the Collateral Security Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Other Term Loans are provided with the benefit of the applicable Loan Documents.

Refinancing Amendments. (a1) At any time after the Closing Date, the Borrower may obtain, from any Lender or any Additional LenderLender (it being understood that (i) no Lender shall be required to provide any Other Loan without its consent, (ii) Affiliated Lenders may not provide Other Revolving Commitments and (iii) Other Term Loans provided by Affiliated Lenders shall be subject to the limitations set forth in Section 10.07(h)), Other Term Loans to refinance all or any portion of the applicable Class or Classes of Loans then outstanding under this Agreement which will be made pursuant to Other Term Loan Commitments, in the case of Other Term Loans, and pursuant to Other Revolving Commitments, in the case of Other Revolving Loans, in each case pursuant to a Refinancing Amendment; provided that such Other Term Loans and Other Revolving Commitments (i) may shall rank equal in priority in right of payment and of security with the other Loans and Commitments hereunder, (ii)(Aii) will shall be unsecured or rank pari passu (without regard to the control of remedies) or junior in right of security with any First Lien Obligations under this Agreement and, if secured on a junior basis, shall be subject to an applicable Intercreditor Agreement(s), (iii) if secured, shall not be secured by any property or assets of the Borrower or any Restricted Subsidiary other than the Collateral, (iv) shall not at any time be guaranteed by any Subsidiary of the Borrower other than Subsidiaries that are Guarantors, (v)(A) shall have interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts, original issue discounts and prepayment terms and premiums as may be agreed by the Borrower and the Lenders thereof and/or (B) may provide for additional fees and/or premiums may be payable to the Lenders providing such Other Term Loans in addition to any of the items contemplated by the preceding clause (A), in each case, to the extent provided in the applicable Refinancing Amendment, (iiivi) may have optional prepayment terms (including call protection and prepayment terms and premiums) as may be agreed between the Borrower and the Lenders thereof, (ivvii) will have a final maturity date no earlier than, and and, in the case of Other Term Loans, will have a Weighted Average Life to Maturity equal to or greater than, the Term Loans or Revolving Commitments being refinanced (except by virtue of amortization or prepayment of the Loans prior to the time of such refinancing) and (vviii) will have such other terms and conditions (other than as provided in foregoing clauses (ii) through (ivvii)) that are identical in all material respects toeither, or at the option of the Borrower, (1) reflect market terms and conditions (taken as a whole) are no at the time of incurrence of such Other Loans or Other Revolving Commitments (as determined by the Borrower in good faith) or (2) if otherwise not consistent with the terms of such Class of Loans or Commitments being refinanced, not be materially more restrictive on to the Borrower (as determined by the Borrower in good faith), when taken as a whole, than those the terms of such Class of Loans or Commitments being refinanced, except with respect to (x) covenants and other terms applicable to any period after the Latest Maturity Date of the Loans being refinanced in effect immediately prior to such refinancing or (y) subject to the immediately succeeding proviso, a Previously Absent Financial Maintenance Covenant; provided that that, notwithstanding anything to the contrary contained herein, if any such terms shall not be deemed to be “more restrictive” solely as a result of the inclusion in the documentation governing such Other Term Loan Revolving Commitments and Other Term Loans of contain a Previously Absent Financial Maintenance Covenant so long as that is in effect prior to the Administrative Agent shall be given prompt written notice thereof and this Agreement is amended to include applicable Latest Maturity Date of the Revolving Facility, such Previously Absent Financial Maintenance Covenant shall be included for the benefit of each Facility); provided, further, that the terms and conditions applicable to such Other Term Loan Commitments and Other Term Loans may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrower and the Lenders thereof and applicable only during periods after the Latest Maturity Date in respect of Term Loans that is in effect immediately prior to the date in respect of the Class of Loans being refinanced that is in effect on the date such Other Term Loan Commitments and Other Term Loans are incurred or obtainedRevolving Commitments. Any Other Term Loans may participate on a pro rata basis or on a basis, less than a pro rata basis or greater than a pro rata basis in any mandatory prepayments of Term Loans hereunder (butexcept that, except as unless otherwise permitted by under this Agreement, not Agreement or unless the Class of Term Loans being refinanced was so entitled to participate on a greater than a pro rata basis) basis in such mandatory prepayments, such Other Term Loans may not participate on a greater than a pro rata basis as compared to any earlier maturing Class of Term Loans constituting First Lien Obligations in any mandatory prepayments under Section 2.03(b)(i2.05(2)(a), (iib) or and (iii)(Ad)(i)), as specified in the applicable Refinancing Amendment. All Other Revolving Commitments shall provide that all borrowings under the applicable Revolving Commitments and repayments thereunder shall be made on a pro rata basis (except for (1) payments of interest and fees at different rates on Other Revolving Commitments (and related outstanding Other Revolving Loans), (2) repayments required upon the Maturity Date of the Revolving Commitments, (3) repayments made in connection with any refinancing of Revolving Commitments and (4) repayment made in connection with a permanent repayment and termination of Commitments). In connection with any Refinancing Amendment, the Borrower shall, if reasonably requested by the Administrative Agent, deliver customary reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Other Term Loans or Other Revolving Commitments are provided with the benefit of the applicable Loan Documents.

Refinancing Amendments. (a) At any time after the Closing Effective Date, the Borrower may obtain, obtain from any existing Lender or any other Person reasonably satisfactory to the Borrower (any such existing Lender or other Person being called an “Additional Refinancing Lender, ”) Credit Agreement Refinancing Indebtedness in respect of (a) all or any portion of any Class of Term Loans then outstanding under this Agreement (which for purposes of this clause (a) will be deemed to include any then outstanding Other Term Loans to refinance constituting Term Loans) or (b) all or any portion of the applicable Class or Classes Revolving Commitments (including the corresponding portion of Loans then outstanding the Revolving Loans) under this Agreement (which for purposes of this clause (b) will be made pursuant deemed to include any then outstanding Other Revolving Commitments (including the corresponding portion of the Other Revolving Loans)) in the form of (x) Other Term Loan CommitmentsLoans or Other Term Commitments in the case of clause (a) or (y) Other Revolving Loans or Other Revolving Commitments in the case of clause (b), in each case pursuant to a Refinancing Amendment; provided that such Other Term Loans (i) may such Credit Agreement Refinancing Indebtedness shall rank equal in priority pari passu or junior in right of payment and of security with the other Loans and Commitments hereunder, (ii)(Aii) will such Credit Agreement Refinancing Indebtedness shall have interest rates (including through fixed interest rates)such pricing, interest marginsinterest, rate floors, upfront fees, funding discounts, original issue discounts premiums and optional prepayment and redemption terms and premiums as may be agreed by the Borrower and the Additional Refinancing Lenders thereof and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Other Term Loans in addition to any of the items contemplated by the preceding clause (A), in each case, to the extent provided in the applicable Refinancing Amendmentthereof, (iii) may have optional prepayment terms (including call protection and prepayment terms and premiums) as may such Credit Agreement Refinancing Indebtedness shall only be agreed between the Borrower and the Lenders thereofsecured by assets consisting of Collateral, (iv) will have a final maturity date no earlier thanthe covenants and, and will have a Weighted Average Life to Maturity equal to or greater than, the Loans being refinanced (except by virtue events of amortization or prepayment of the Loans prior to the time default of such refinancing) and (v) will have such other terms and conditions Credit Agreement Refinancing Indebtedness (other than as provided in foregoing clauses (ii) through (ivpricing, interest, fees, premiums and optional prepayment)) that are identical in all material respects to, or if not consistent with the terms of the Class of Initial Term Loans, shall reflect market terms (taken as a whole) are no more restrictive (as determined in good faith by the Borrower), at the time of issuance or incurrence, (v) such Credit Agreement Refinancing Indebtedness satisfies the requirements set forth in clauses (w) through (z) of the definition of “Credit Agreement Refinancing Indebtedness,” and (vi) if such Credit Agreement Refinancing Indebtedness is secured on the Borrower than those applicable a junior basis to the Term Loans, the Collateral Agent acting on behalf of the holders of such Indebtedness shall have become party to a Second Lien Intercreditor Agreement; provided that if such Second Lien Intercreditor Agreement has not previously been executed and delivered, then the Borrower, the Collateral Agent on behalf of the Secured Parties and on behalf of the holders of such Credit Agreement Refinancing Indebtedness shall have executed and delivered the Second Lien Intercreditor Agreement. The effectiveness of any Refinancing Amendment shall be subject to such express conditions as are mutually agreed with the participating Additional Refinancing Lenders. Each Class of Credit Agreement Refinancing Indebtedness (other than in connection with an extension of the maturity of Term Loans, Revolving Loans being refinanced or Revolving Commitments) incurred under this Section 2.21 shall be in an integral multiple of $1,000,000 and be in an aggregate principal amount that is not less than $25,000,000 (or, in the case of Incremental Facilities denominated in Euros, €25,000,000), provided that such terms shall not amount may be deemed to be “more restrictive” solely as a result less than $25,000,000 or €25,000,000 if such amount represents all the remaining availability under the aggregate principal amount of Credit Agreement Refinancing Indebtedness set forth above. Any Refinancing Amendment may provide for the issuance of letters of credit for the account of the inclusion in the documentation governing such Borrower pursuant to any Other Term Loan Revolving Commitments and Other Term Loans of a Previously Absent Financial Maintenance Covenant so long as the established thereby. The Administrative Agent shall be given prompt written notice thereof and this Agreement is amended promptly notify each Lender as to include such Previously Absent Financial Maintenance Covenant for the benefit effectiveness of each Facility); provided, further, that the terms and conditions applicable to such Other Term Loan Commitments and Other Term Loans may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrower and the Lenders thereof and applicable only during periods after the Latest Maturity Date in respect of Term Loans that is in effect immediately prior to the date in respect of the Class of Loans being refinanced that is in effect on the date such Other Term Loan Commitments and Other Term Loans are incurred or obtained. Any Other Term Loans may participate on a pro rata basis or on a less than pro rata basis (but, except as otherwise permitted by this Agreement, not on a greater than pro rata basis) in any mandatory prepayments under Section 2.03(b)(i), (ii) or (iii)(A), as specified in the applicable Refinancing Amendment. In connection with Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the Borrower shallextent (but only to the extent) necessary or reasonably advisable to reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans, if reasonably requested by Other Revolving Loans, Other Revolving Commitments and/or Other Term Commitments). Any Refinancing Amendment may, without the Administrative Agentconsent of any other Lenders, deliver customary reaffirmation agreements and/or effect such amendments to this Agreement and the Collateral other Loan Documents as may be necessary, or reasonably requested by advisable or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section. This Section 2.21 shall supersede any provisions in order Section 2.18 and Section 9.02 to ensure that such Other Term Loans are provided with the benefit of the applicable Loan Documentscontrary.

Refinancing Amendments. (a) At any time after the Closing Date, the Borrower Borrowers may obtain, from any Lender or any Additional Lender, Other Term Loans to refinance all or any portion of the applicable Class or Classes of Loans then outstanding under this Agreement which will be made pursuant to Other Term Loan Commitments, in the case of Other Loans pursuant to a Refinancing Amendment; provided that such Other Term Loans (i) may shall rank equal in priority in right of payment and of security with the other Loans and Commitments hereunder, (ii)(A) will have interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts, original issue discounts OIDs and prepayment terms and premiums as may be agreed by the Borrower Representative and the Lenders thereof and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Other Term Loans in addition to any of the items contemplated by the preceding clause (A), in each case, to the extent provided in the applicable Refinancing Amendment, (iii) may have optional prepayment terms (including call protection and prepayment terms and premiums) as may be agreed between the Borrower Representative and the Lenders thereof, (iv) will have a final maturity date no earlier than, and will have a Weighted Average Life to Maturity equal to or greater than, the Loans being refinanced (except by virtue of amortization or prepayment of the Loans prior to the time of such refinancing) and (v) will have such other terms and conditions (other than as provided in foregoing clauses (ii) through (iv)) that are identical in all material respects to, or (taken as a whole) are no more restrictive on favorable to the Borrower lenders or holders providing such Other Loan Commitments and Other Loans than those applicable to the Loans being refinanced (provided that such terms shall not be deemed to be “more restrictivefavorable” solely as a result of the inclusion in the documentation governing such Other Term Loan Commitments and Other Term Loans of a Previously Absent Financial Maintenance Covenant so long as the Administrative Agent shall be given prompt written notice thereof and this Agreement is amended to include such Previously Absent Financial Maintenance Covenant for the benefit of each Facility); provided, further, that the terms and conditions applicable to such Other Term Loan Commitments and Other Term Loans may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrower Representative and the Lenders thereof and applicable only during periods after the Latest Maturity Date in respect of Term Loans that is in effect immediately prior to the date in respect of the Class of Loans being refinanced that is in effect on the date such Other Term Loan Commitments and Other Term Loans are incurred or obtained. Any Other Term Loans may participate on a pro rata basis or on a less than pro rata basis (but, except as otherwise permitted by this Agreement, not on a greater than pro rata basis) in any mandatory prepayments under Section 2.03(b)(i), (ii) or (iii)(Aiii), as specified in the applicable Refinancing Amendment. In connection with any Refinancing Amendment, the Borrower Borrowers shall, if reasonably requested by the Administrative Agent, deliver customary reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Other Term Loans are provided with the benefit of the applicable Loan Documents.

Refinancing Amendments. (a) At any time after the Closing Date, the Lead Borrower may obtain, from any Lender or any Additional Lenderadditional Eligible Assignee, Other Term Loans to refinance Credit Agreement Refinancing Indebtedness in respect of all or any portion of the applicable Class Term B-1 Loans, Incremental Term Loans or Classes of New Term Loans then outstanding under this Agreement (which for purposes of this clause (a) will be made pursuant deemed to include any then outstanding Other Term Loans or Other Term Loan Commitments), pursuant to a Refinancing Amendmentin the form of Other Term Loans or Other Term Loan Commitments; provided that such Other Term Loans Credit Agreement Refinancing Indebtedness (i) may incurred by the Lead Borrower will rank equal in priority pari passu in right of payment and of security with the other Term Loans and Commitments hereunder, (ii)(Aii) will have interest rates (including through fixed interest rates)such pricing, fees, premiums, interest margins, rate floors, upfront fees, funding discounts, original issue discounts and or optional prepayment or redemption terms and premiums as may be agreed by the Borrower and the Lenders thereof and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Other Term Loans in addition to any of the items contemplated by the preceding clause (A), in each case, to the extent provided in the applicable Refinancing Amendment, (iii) may have optional prepayment terms (including call protection and prepayment terms and premiums) as may be agreed between the Borrower and the Lenders thereof, (iii) any Credit Agreement Refinancing Indebtedness in the form of Other Term Loans or Other Term Loan Commitments shall share ratably in any prepayments of Term B-1 Loans, Incremental Term Loans or New Term Loans, as the case may be (unless the Other Term Loans agree to participate on a less than pro rata basis in any voluntary or mandatory prepayments or repayments) and (iv) will have a final maturity date no earlier than, and will have a Weighted Average Life to Maturity equal to or greater than, the Loans being refinanced (except by virtue of amortization or prepayment of the Loans prior to the time of such refinancing) and (v) will have such other terms and conditions (other than as provided in foregoing clauses (ii) through (iv)) that are substantially identical in all material respects to, or (taken as a whole) are no more restrictive on the Borrower than those applicable less favorable to the Loans being refinanced (investors providing such Credit Agreement Refinancing Indebtedness than, the Refinanced Debt; provided that such terms shall not be deemed to be “more restrictive” solely as a result of the inclusion in the documentation governing such Other Term Loan Commitments and Other Term Loans of a Previously Absent Financial Maintenance Covenant so long as the Administrative Agent shall be given prompt written notice thereof and this Agreement is amended to include such Previously Absent Financial Maintenance Covenant for the benefit of each Facility); provided, further, further that the terms and conditions applicable to such Other Term Loan Commitments and Other Term Loans Credit Agreement Refinancing Indebtedness may provide for any additional or different financial or other covenants or other provisions that are agreed between the applicable Borrower and the Lenders thereof and applicable only during periods after the Latest Maturity Date in respect of Term Loans that is in effect immediately prior to the date in respect of the Class of Loans being refinanced that is in effect on the date such Other Term Loan Commitments and Other Term Loans are Credit Agreement Refinancing Indebtedness is issued, incurred or obtained. Any Each Class of Credit Agreement Refinancing Indebtedness incurred under this Section 2.26 shall be in an aggregate principal amount that is (x) not less than $10,000,000 in the case of Other Term Loans may participate on a pro rata basis or on a less than pro rata basis and (but, except as otherwise permitted by this Agreement, not on a greater than pro rata basisy) an integral multiple of $1,000,000 in any mandatory prepayments under Section 2.03(b)(i), (ii) or (iii)(A), as specified in the applicable Refinancing Amendmentexcess thereof. In connection with The effectiveness of any Refinancing AmendmentAmendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.01 and, to the Borrower shall, if extent reasonably requested by the Administrative Agent, deliver customary receipt by the Administrative Agent of (i) legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Closing Date other than changes to such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Security Documents as may be reasonably requested by the Administrative Agent (including amendments to the Mortgages) in order to ensure that such Other Term Loans are the Credit Agreement Refinancing Indebtedness is provided with the benefit of the applicable Loan Documents.

Refinancing Amendments. (a1) At any time after the Closing Date, the Borrower may obtain, from any Lender or any Additional LenderLender (it being understood that (a) no Lender shall be required to provide any Other Loan without its consent, (b) Affiliated Lenders may not provide Other Revolving Commitments and (c) Other Term Loans provided by Affiliated Lenders shall be subject to the limitations set forth in Section 10.07(8)), Other Term Loans to refinance all or any portion of the applicable Class or Classes of Loans then outstanding under this Agreement which will be made pursuant to Other Term Loan Commitments, in the case of Other Term Loans, and pursuant to Other Revolving Commitments, in the case of Other Revolving Loans, in each case pursuant to a Refinancing Amendment; provided that such Other Term Loans and Other Revolving Commitments (i) may shall rank equal in priority in right of payment and of security with the other Loans and Commitments hereunder, (ii)(Aii) will shall be unsecured or rank pari passu (without regard to the control of remedies) or junior in right of security with any First Lien Obligations under this Agreement and, if secured on a (x) pari passu basis, shall be subject to a Equal Priority Intercreditor Agreement and (y) junior basis, shall be subject to an applicable Intercreditor Agreement(s), (iii) if secured, shall not be secured by any property or assets of the Borrower or any Restricted Subsidiary other than the Collateral, (iv) shall not at any time be guaranteed by any Subsidiary of the Borrower other than Subsidiaries that are Guarantors, (v)(I) shall have interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts, original issue discounts and prepayment terms and premiums as may be agreed by the Borrower and the Lenders thereof and/or (BII) may provide for additional fees and/or premiums may be payable to the Lenders providing such Other Term Loans in addition to any of the items contemplated by the preceding clause (AI), in each case, to the extent provided in the applicable Refinancing Amendment, (iiivi) may have optional prepayment terms (including call protection and prepayment terms and premiums) as may be agreed between the Borrower and the Lenders thereof, (ivvii) at the time of incurrence thereof, will have a final maturity date no earlier thanthan the Term Loans or Revolving Commitments being refinanced and, and in the case of Other Term Loans, will have a Weighted Average Life to Maturity equal to or greater than, than the then-remaining Weighted Average Life to Maturity of the Term Loans being refinanced (except by virtue of amortization or prepayment of the Loans prior to the time of such refinancing) and (vviii) will have such other terms and conditions (other than as provided in foregoing clauses (ii) through (ivvii)) that are identical either, at the option of the Borrower, (I) if otherwise not consistent with the terms of such Class of Loans or Commitments being refinanced, not be materially more restrictive to the Borrower (as determined by the Borrower in all material respects togood faith), or (when taken as a whole, than the terms of such Class of Loans or Commitments being refinanced, except, in each case under this clause (I), with respect to (A) are no more restrictive on the Borrower than those covenants and other terms applicable to any period after the Latest Maturity Date of the Term Loans or Revolving Commitments being refinanced or (provided that such terms shall not be deemed to be “more restrictive” solely as a result of the inclusion in the documentation governing such Other Term Loan Commitments and Other Term Loans of B) a Previously Absent Financial Maintenance Covenant (so long as as, (1) to the Administrative Agent shall be given prompt written notice thereof and this Agreement extent that any such terms of any Other Terms Loans contain a Previously Absent Financial Maintenance Covenant that is amended in effect prior to include the Latest Maturity Date of the Closing Date Term Loans, such Previously Absent Financial Maintenance Covenant shall be included for the benefit of each Facility); provided, further, the Closing Date Term Loans and (2) to the extent that the any such terms and conditions applicable to such of any Other Term Loan Commitments Revolving Loans and Other Term Loans may provide for any additional or different financial or other covenants or other provisions Revolving Commitments contain a Previously Absent Financial Maintenance Covenant that are agreed between the Borrower and the Lenders thereof and applicable only during periods after is in effect prior to the Latest Maturity Date in respect of Term Loans that is in effect immediately prior the Closing Date Revolving Facility, such Previously Absent Financial Maintenance Covenant shall be included for the benefit of the Closing Date Revolving Facility) or (II) such terms as are reasonably satisfactory to the date in respect Applicable Agent (provided that, at Borrower’s election, to the extent any term or provision is added for the benefit of (A) the Class lenders of Loans being refinanced that is in effect on the date such Other Term Loan Commitments and Other Term Loans or Other Revolving Commitments, no consent shall be required from the Applicable Agent or any Lender to the extent that such term or provision is also added, or the features of such term or provision are incurred provided, for the benefit of the Lenders of the Closing Date Term Loans or obtained(B) the lenders under Other Revolving Commitments, no consent shall be required from the Revolver Agent unless, the addition of such term or provision (or the provision of the features thereof) to the Revolving Facility would require the consent of any Class of Lenders other than the Revolving Lenders under Section 10.01, in which case the consent of the Revolver Agent shall be required) or any Lender to the extent that such term or provision is also added, or the features of such term or provision are provided, for 170 the benefit of the Lenders of the Closing Date Revolving Facility). Any Other Term Loans may participate on a pro rata basis or on a basis, less than a pro rata basis or greater than a pro rata basis in any prepayments of Term Loans hereunder (butexcept that, except as unless otherwise permitted by under this Agreement, not Agreement or unless the Class of Term Loans being refinanced was so entitled to participate on a greater than a pro rata basis) basis in such mandatory prepayments, such Other Term Loans may not participate on a greater than a pro rata basis as compared to any earlier maturing Class of Term Loans constituting First Lien Obligations in any mandatory prepayments under Section 2.03(b)(i2.05(2)(a), (iib) or and (iii)(Ac)(i)), as specified in the applicable Refinancing Amendment. All Other Revolving Commitments shall provide that (a) except as provided under sub-clause (b) below, borrowings and repayments (other than permanent repayments) of principal under the applicable Other Revolving Commitments may be made on a pro rata basis, less than a pro rata basis or greater than a pro rata basis and (b) the permanent repayment of Other Revolving Loans in connection with a termination of Other Revolving Commitments may be made on a pro rata basis or less than a pro rata basis (or greater than a pro rata basis (i) with respect to (I) repayments required upon the Maturity Date of any Other Revolving Commitments and (II) repayments made in connection with any refinancing of Other Revolving Commitments or (ii) as compared to any other Revolving Commitments with a later maturity date than such Other Revolving Commitments), in each case, with all other Revolving Commitments. In connection with any Refinancing Amendment, the Borrower shall, if reasonably requested by the Administrative Agent, deliver customary reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Other Term Loans or Other Revolving Commitments are provided with the benefit of the applicable Loan Documents.

Refinancing Amendments. (a) At any time after the Closing Effective Date, the Borrower may obtain, from any Lender or any Additional Lender, Other Term Loans to refinance Credit Agreement Refinancing Indebtedness (other than Permitted Additional Debt) in respect of all or any portion of the applicable Class or Classes of Term Loans then outstanding under this Agreement which will be made pursuant to Agreement, in the form of Other Term Loans or Other Term Loan Commitments, Commitments pursuant to a Refinancing Amendment; provided that (A) such Other Term Loans (i) may Credit Agreement Refinancing Indebtedness will rank equal in priority pari passu in right of payment and of security with the other Loans and Commitments hereunder, (ii)(AB) such Credit Agreement Refinancing Indebtedness will have interest rates (including through fixed interest rates)such pricing, interest margins, rate floors, upfront fees, funding discountsinterest, original issue discounts premiums and optional prepayment terms and premiums as may be agreed by the Borrower and the Lenders thereof and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Other Term Loans in addition to any of the items contemplated by the preceding clause (A)provided, in each case, to the extent provided in the applicable Refinancing Amendment, (iii) may have optional prepayment terms (including call protection and prepayment terms and premiums) as may be agreed between the Borrower and the Lenders thereof, (iv) will have a final maturity date no earlier than, and will have a Weighted Average Life to Maturity equal to or greater than, the Loans being refinanced (except by virtue of amortization or prepayment of the Loans prior to the time of such refinancing) and (v) will have such other terms and conditions (other than as provided in foregoing clauses (ii) through (iv)) that are identical in all material respects to, or (taken as a whole) are no more restrictive on the Borrower than those applicable to the Loans being refinanced (provided that such terms shall not be deemed to be “more restrictive” solely as a result of the inclusion in the documentation governing such Other Term Loan Commitments and Other Term Loans of a Previously Absent Financial Maintenance Covenant so long as the Administrative Agent shall be given prompt written notice thereof and this Credit Agreement is amended to include such Previously Absent Financial Maintenance Covenant for the benefit of each Facility); provided, further, that the terms and conditions applicable to such Other Term Loan Commitments and Other Term Loans may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrower and the Lenders thereof and applicable only during periods after the Latest Maturity Date in respect of Term Loans that is in effect immediately prior to the date in respect of the Class of Loans being refinanced that is in effect on the date such Other Term Loan Commitments and Other Term Loans are incurred or obtained. Any Other Term Loans Refinancing Indebtedness may participate on a pro rata basis or on a less than pro rata basis (but, except as otherwise permitted by this Agreement, but not on a greater than pro rata basis) in any voluntary or mandatory prepayments under Section 2.03(b)(i), (ii) or (iii)(A)hereunder, as specified in the applicable Refinancing Amendment. In connection ), (C) such Credit Agreement Refinancing Indebtedness will have a maturity date later than the maturity date of, and will have a Weighted Average Life to Maturity that is not shorter than, the Refinanced Debt, (D) the covenants, events of default and guarantees of such Credit Agreement Refinancing Indebtedness, if not consistent with the terms of the UST Tranche A Term Loans, shall be on customary market terms for Indebtedness of such type (as determined by the Borrower in good faith) ((provided, that the financial maintenance covenant on the then outstanding Term Loans shall be amended to provide the Lenders the benefit of any financial maintenance covenant of such Credit Agreement Refinancing AmendmentIndebtedness that is in addition to or more restrictive in any material manner than the financial maintenance covenant on the then outstanding Term Loans)), (E) the proceeds of such Credit Agreement Refinancing Indebtedness shall be applied, substantially concurrently with the incurrence thereof, to the prepayment of outstanding Term Loans being so refinanced and (F) other than in the case of Credit Agreement Refinancing Indebtedness the proceeds of which are applied to pay all outstanding Term Loans and other Obligations in full in cash, the Borrower shall, if reasonably requested by shall have obtained the Administrative Agent, deliver customary reaffirmation agreements and/or such amendments consent of the Required Lenders. The effectiveness of any Refinancing Amendment shall be subject to the Collateral Documents as may satisfaction (or waiver) on the date thereof of each of the conditions set forth in Section 4.01 (and for purposes thereof the incurrence of the Credit Agreement Refinancing Indebtedness shall be deemed to be a Request for Credit Extension) and, to the extent reasonably requested by the Administrative Agent and the Required Lenders, receipt by the Administrative Agent of customary legal opinions, board resolutions, officers’ certificates and a solvency certification or representation, in order each case materially consistent with those delivered on the Effective Date under Section 4.02 (other than changes to ensure such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent), and customary reaffirmation agreements. Each Class of Credit Agreement Refinancing Indebtedness incurred under this Section 2.18(a) shall be in an aggregate principal amount that such Other Term Loans are provided with is (x) not less than $40,000,000 and (y) an integral multiple of $1,000,000 in excess thereof. The Administrative Agent shall promptly notify each Lender as to the benefit effectiveness of the applicable Loan Documentseach Refinancing Amendment.

Refinancing Amendments. (a) At any time after the Closing Eleventh Amendment Effective Date, the Borrower may obtain, from any Lender or any Additional Lender, Other Term Loans to refinance Credit Agreement Refinancing Indebtedness in respect of all or any portion of the applicable Class or Classes of Term Loans then outstanding under this Agreement which will be made pursuant to Other Agreement, in the form of Refinancing Term Loans or Refinancing Term Loan Commitments, Commitments in each case pursuant to a Refinancing Amendment; provided that such Other Term Loans Credit Agreement Refinancing Indebtedness (i) may rank equal in priority in right of payment and of security with the other Loans and Commitments hereunder, (ii)(A) will have interest rates (including through fixed interest rates)such pricing, interest margins, rate floors, upfront fees, funding discounts, original issue discounts premiums and optional prepayment or redemption terms and premiums as may be agreed by the Borrower and the Lenders thereof and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Other Term Loans in addition to any of the items contemplated by the preceding clause (A), in each case, to the extent provided in the applicable Refinancing Amendment, (iii) may have optional prepayment terms (including call protection and prepayment terms and premiums) as may be agreed between the Borrower and the Lenders lenders thereof, (ivii) will have a final maturity date that is no earlier than, and will have a Weighted Average Life to Maturity equal to or greater than, the Term Loans being refinanced refinanced, (except by virtue of amortization or prepayment iii)(A) constitutes Indebtedness of the Loans prior Borrower that is not guaranteed by any Subsidiary that is not a Subsidiary Guarantor, (B) is not secured by any assets of the Borrower or any Subsidiary other than the Collateral (and, if secured, the security agreements relating to such Indebtedness are substantially the same as the Collateral Documents (with such changes as are reasonably satisfactory to the time of such refinancingAdministrative Agent)) and (vC) a Senior Representative acting on behalf of the holders of such Indebtedness shall have become party to or otherwise subject to one or more intercreditor agreements reasonably satisfactory to the Administrative Agent, and (iv) will have such other terms covenants and conditions events of default (other than as provided in foregoing clauses (ii) through (iv)which, for the avoidance of doubt, excludes pricing, premiums and optional prepayment or redemption terms) that are substantially identical in all material respects to, or (taken as a wholewhole as determined by the Borrower in its reasonable judgment) are no more restrictive on favorable to the Borrower lenders or holders providing such Credit Agreement Refinancing Indebtedness than those applicable to the Term Loans being refinanced (are to the Lenders of such Term Loans; provided that such terms shall not be deemed to be “more restrictive” solely as a result the covenants and events of the inclusion in the documentation governing such Other Term Loan Commitments and Other Term Loans of a Previously Absent Financial Maintenance Covenant so long as the Administrative Agent shall be given prompt written notice thereof and this Agreement is amended to include such Previously Absent Financial Maintenance Covenant for the benefit of each Facility); provided, further, that the terms and conditions default applicable to such Other Term Loan Commitments and Other Term Loans Credit Agreement Refinancing Indebtedness may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrower and the Lenders lenders thereof and applicable only during periods after the Latest Maturity Date in respect of Term Loans that is in effect immediately prior to the date in respect of the Class of Loans being refinanced that is in effect on the date such Other Term Loan Commitments and Other Term Loans are Credit Agreement Refinancing Indebtedness is issued, incurred or obtained; provided, further, that a certificate of a Responsible Officer delivered to the Administrative Agent at least five (5) Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material covenants and events of default of such Indebtedness or drafts of the documentation relating thereto, stating that the Borrower has determined in good faith that such covenants and events of default satisfy the requirement of this clause (iv) shall be conclusive evidence that such covenants and events of default satisfy such requirement unless the Administrative Agent notifies the Borrower within such five (5) Business Day period that it disagrees with such determination (including a description of the basis upon which it disagrees)). Any Other Refinancing Term Loans may participate on a pro rata basis or on a less than pro rata basis (but, except as otherwise permitted by this Agreement, but not on a greater than pro rata basis) in any voluntary or mandatory prepayments under Section 2.03(b)(i), (ii) or (iii)(A)hereunder, as specified in the applicable Refinancing Amendment. In connection with The effectiveness of any Refinancing AmendmentAmendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 5.2 and, to the Borrower shall, if extent reasonably requested by the Administrative Agent, deliver customary receipt by the Administrative Agent of legal opinions, board resolutions, officers’ certificates, mortgage amendments and other documentation and instruments with respect to real property collateral and/or reaffirmation agreements substantially consistent with those delivered on the Ninth Amendment Effective Date (other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent). Any Credit Agreement Refinancing Indebtedness incurred under this Section 2.14 shall be in an aggregate principal amount that is not less than $25,000,000 (or such lesser amount as the Administrative Agent may agree). The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Term Loans and Commitments subject thereto as Refinancing Term Loans and/or Refinancing Term Loan Commitments). Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the Collateral other Loan Documents as may be reasonably requested by necessary or appropriate, in the reasonable opinion of the Administrative Agent in order and the Borrower, to ensure that such Other Term Loans are provided with effect the benefit provisions of the applicable Loan Documentsthis Section 2.14.

Refinancing Amendments. (a) At any time On one or more occasions after the Closing Date, the Borrower may obtain, from any Lender or any other bank, financial institution or other institutional lender or investor that agrees to provide any portion of Refinancing Term Loans or Other Revolving Credit Commitments pursuant to a Refinancing Amendment in accordance with this ‎Section 2.15 (each, an “Additional Refinancing Lender”) (provided that (i) solely with respect to Other Revolving Credit Commitments, the Administrative Agent, each Swing Line Lender and each L/C Issuer, if applicable, shall have consented (not to be unreasonably withheld, conditioned or delayed) to such Lender’s or Additional Refinancing Lender’s making such Refinancing Term Loans or providing such Other Revolving Credit Commitments to the extent such consent, if any, would be required under Section 10.07(b) for an assignment of Loans or Revolving Credit Commitments, as applicable, to such Lender or Additional Refinancing Lender, Other (ii) with respect to Refinancing Term Loans, any Affiliated Lender providing Refinancing Term Loans shall be subject to refinance the same restrictions set forth in ‎Section 10.07(l) as they would otherwise be subject to with respect to any purchase by or assignment to such Affiliated Lender of Term Loans and (iii) Affiliated Lenders may not provide Other Revolving Credit Commitments), Credit Agreement Refinancing Indebtedness in respect of all or any portion of any Class, as selected by the applicable Class Borrower in its sole discretion, of Term Loans or Classes of Revolving Credit Loans (or unused Revolving Credit Commitments in respect thereof) then outstanding under this Agreement which will be made pursuant to Other Agreement, in the form of Refinancing Term Loan Loans, Refinancing Term Commitments, Other Revolving Credit Commitments, or Other Revolving Credit Loans pursuant to a Refinancing Amendment; provided that such Other Term Loans (i) may rank equal notwithstanding anything to the contrary in priority in right of payment and of security with the other Loans and Commitments hereunderthis ‎Section 2.15 or otherwise, (ii)(A1) will have the borrowing and repayment (except for (A) payments of interest and fees at different rates on Other Revolving Credit Commitments (including through fixed interest ratesand related outstandings), interest margins, rate floors, upfront fees, funding discounts, original issue discounts and prepayment terms and premiums as may be agreed by the Borrower and the Lenders thereof and/or (B) additional fees and/or premiums may be payable to repayments required upon the Lenders providing such Other Term Loans in addition to any maturity date of the items contemplated by the preceding clause (A), in each case, to the extent provided in the applicable Refinancing Amendment, (iii) may have optional prepayment terms (including call protection and prepayment terms and premiums) as may be agreed between the Borrower and the Lenders thereof, (iv) will have a final maturity date no earlier than, and will have a Weighted Average Life to Maturity equal to or greater than, the Loans being refinanced (except by virtue of amortization or prepayment of the Loans prior to the time of such refinancing) Other Revolving Credit Commitments and (vC) will have such other terms repayment made in connection with a permanent repayment and conditions termination of commitments (other than as provided in foregoing clauses (iisubject to clause ‎(3) through (ivbelow)) that are identical in all material respects to, or (taken as a whole) are no more restrictive on of Loans with respect to Other Revolving Credit Commitments after the Borrower than those applicable to the Loans being refinanced (provided that such terms shall not be deemed to be “more restrictive” solely as a result date of the inclusion in the documentation governing such obtaining any Other Term Loan Revolving Credit Commitments and Other Term Loans of a Previously Absent Financial Maintenance Covenant so long as the Administrative Agent shall be given prompt written notice thereof and this Agreement is amended to include such Previously Absent Financial Maintenance Covenant for the benefit of each Facility); provided, further, that the terms and conditions applicable to such Other Term Loan Commitments and Other Term Loans may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrower and the Lenders thereof and applicable only during periods after the Latest Maturity Date in respect of Term Loans that is in effect immediately prior to the date in respect of the Class of Loans being refinanced that is in effect on the date such Other Term Loan Commitments and Other Term Loans are incurred or obtained. Any Other Term Loans may participate made on a pro rata basis with all other Revolving Credit Commitments, (2) subject to the provisions of Section 2.03(n) and Section 2.04(g) to the extent dealing with Swing Line Loans and Letters of Credit which mature or expire after a maturity date when there exist Other Revolving Credit Commitments with a longer maturity date, all Swing Line Loans and Letters of Credit shall be participated on a less than pro rata basis by all Lenders with Commitments in accordance with their percentage of the Commitments in respect of Revolving Credit CommitmentsLoans (but, and except as otherwise permitted by this Agreementprovided in Section 2.03(n) and Section 2.04(g), not without giving effect to changes thereto on a greater than pro rata basis) in any mandatory prepayments under Section 2.03(b)(ian earlier maturity date with respect to Swing Line Loans and Letters of Credit theretofore incurred or issued), (ii3) or (iii)(A)the permanent repayment of Revolving Credit Loans with respect to, as specified and termination of, Other Revolving Credit Commitments after the date of obtaining any Other Revolving Credit Commitments shall be made on a pro rata basis with all other Commitments in the applicable Refinancing Amendment. In connection with any Refinancing Amendmentrespect of Revolving Credit CommitmentsLoans, except that the Borrower shall, if reasonably requested shall be permitted to permanently repay and terminate commitments of any such Class on a better than a pro rata basis as compared to any other Class with a later maturity date than such Class and (4) assignments and participations of Other Revolving Credit Commitments and Other Revolving Credit Loans shall be governed by the Administrative Agent, deliver customary reaffirmation agreements and/or such amendments same assignment and participation provisions applicable to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Other Term Loans are provided with the benefit of the applicable Loan DocumentsRevolving Credit Commitments and Revolving Credit Loans.

Refinancing Amendments. (a) At any time after the Closing Effective Date, the Borrower may obtain, from any Lender or any Additional Lender, Credit Agreement Refinancing Indebtedness in respect of (a) all or any portion of any Class of Term Loans then outstanding under this Agreement (which for purposes of this clause (a) will be deemed to include any then outstanding Other Term Loans to refinance Loans) or (b) all or any portion of the applicable Class Revolving Loans (or Classes of Loans then outstanding unused Revolving Commitments) under this Agreement (which for purposes of this clause (b) will be made pursuant deemed to include any then outstanding Other Revolving Loans and Other Revolving Commitments), in the form of (x) Other Term Loan Loans or Other Term Commitments or (y) Other Revolving Loans or Other Revolving Commitments, as the case may be, in each case pursuant to a Refinancing Amendment; provided that the Net Proceeds of such Other Term Loans (i) may rank equal in priority in right of payment and of security Credit Agreement Refinancing Indebtedness shall be applied, substantially concurrently with the other Loans and Commitments hereunder, (ii)(A) will have interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts, original issue discounts and prepayment terms and premiums as may be agreed by the Borrower and the Lenders thereof and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Other Term Loans in addition to any of the items contemplated by the preceding clause (A), in each caseincurrence thereof, to the extent provided in the applicable Refinancing Amendment, (iii) may have optional prepayment terms (including call protection and prepayment terms and premiums) as may be agreed between the Borrower and the Lenders thereof, (iv) will have a final maturity date no earlier than, and will have a Weighted Average Life to Maturity equal to or greater than, the Loans being refinanced (except by virtue of amortization or prepayment of the Loans prior to the time of such refinancing) and (v) will have such other terms and conditions (other than as provided in foregoing clauses (ii) through (iv)) that are identical in all material respects to, or (taken as a whole) are no more restrictive on the Borrower than those applicable to the Loans being refinanced (provided that such terms shall not be deemed to be “more restrictive” solely as a result of the inclusion in the documentation governing such Other Term Loan Commitments and Other outstanding Term Loans or reduction of a Previously Absent Financial Maintenance Covenant Revolving Commitments being so long refinanced, as the Administrative Agent shall be given prompt written notice thereof and this Agreement is amended to include such Previously Absent Financial Maintenance Covenant for the benefit of each Facility)case may be; provided, further, that the terms and conditions applicable to such Other Term Loan Commitments and Other Term Loans Credit Agreement Refinancing Indebtedness may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrower and the Lenders thereof and applicable only during periods after the Latest Maturity Date in respect of Term Loans that is in effect immediately prior to the date in respect of the Class of Loans being refinanced that is in effect on the date such Other Term Loan Commitments and Other Term Loans are Credit Agreement Refinancing Indebtedness is issued, incurred or obtained. Any Each Class of Credit Agreement Refinancing Indebtedness incurred under this Section 2.21 shall be in an aggregate principal amount that is (x) not less than $10,000,000 in the case of Other Term Loans may participate on a pro rata basis or on a less than pro rata basis (but, except as otherwise permitted by this Agreement, not on a greater than pro rata basis) in any mandatory prepayments under Section 2.03(b)(i), (ii) or (iii)(A), as specified $10,000,000 in the case of Other Revolving Loans and (y) an integral multiple of $1,000,000 in excess thereof (in each case unless the Borrower and the Administrative Agent otherwise agree). Any Refinancing Amendment may provide for the issuance of Letters of Credit for the account of the Borrower pursuant to any Other Revolving Commitments established thereby, in each case on terms substantially equivalent to the terms applicable to Letters of Credit under the Revolving Commitments. The Administrative Agent shall promptly notify each applicable Lender as to the effectiveness of each Refinancing Amendment. In connection with Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the Borrower shallextent (but only to the extent) necessary to reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans, if reasonably requested by Other Revolving Loans, Other Revolving Commitments and/or Other Term Commitments). Any Refinancing Amendment may, without the Administrative Agentconsent of any other Lenders, deliver customary reaffirmation agreements and/or effect such amendments to this Agreement and the Collateral other Loan Documents as may be reasonably requested by necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section. In addition, if so provided in order the relevant Refinancing Amendment and with the consent of each Issuing Bank, participations in Letters of Credit expiring on or after the Revolving Maturity Date shall be reallocated from Lenders holding Revolving Commitments to ensure Lenders holding extended revolving commitments in accordance with the terms of such Refinancing Amendment; provided, however, that such Other Term Loans are provided with participation interests shall, upon receipt thereof by the benefit relevant Lenders holding Revolving Commitments, be deemed to be participation interests in respect of such Revolving Commitments and the terms of such participation interests (including, without limitation, the commission applicable Loan Documentsthereto) shall be adjusted accordingly.

Refinancing Amendments. (a) At any time after the Closing Date, the Borrower may obtain, from any Lender or any Additional Lender, Other Term Loans to refinance Credit Agreement Refinancing Indebtedness in respect of (i) all or any portion of the applicable Class or Classes of Term Loans then outstanding under this Agreement (which for purposes of this clause (i) will be made pursuant deemed to include any then outstanding Other Term Loan Loans) or (ii) all or any portion of the Revolving Loans (or unused Revolving Commitments) under this Agreement (which for purposes of this clause (ii) will be deemed to include any then outstanding Other Revolving Loans and Other Revolving Commitments), in the form of (x) Other Term Loans or Other Term Commitments or (y) Other Revolving Loans or Other Revolving Commitments, as the case may be, in each case pursuant to a Refinancing Amendment; provided that such Other Term Loans Credit Agreement Refinancing Indebtedness (i) may will be unsecured or will rank equal in priority pari passu or junior in right of payment and of security with the other Loans and Commitments hereunder, (ii)(Aii) will have interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts, original issue discounts such pricing and optional prepayment terms and premiums as may be agreed by the Borrower and the Lenders thereof and/or thereof, (Biii) additional fees and/or premiums may the Net Proceeds of such Credit Agreement Refinancing Indebtedness shall be payable applied, substantially concurrently with the incurrence thereof, to the Lenders providing prepayment of outstanding Term Loans or reduction of Revolving Commitments being so refinanced, as the case may be, (iv) to the extent that any such Credit Agreement Refinancing Indebtedness is in the form of Other Term Loans that are pari passu in right of payment and of security with the other Loans hereunder, such Other Term Loans in addition to any of the items contemplated by the preceding clause (A), in each case, to the extent provided in the applicable Refinancing Amendment, (iii) may have optional prepayment terms (including call protection and prepayment terms and premiums) as may be agreed between prepaid with the Borrower and the Lenders thereof, (iv) will have a final maturity date no earlier than, and will have a Weighted Average Life to Maturity equal to proceeds of voluntary or greater than, the Loans being refinanced (except by virtue of amortization or mandatory prepayment of the Loans prior to the time of such refinancing) and (v) will have such other terms and conditions (other than as provided in foregoing clauses (ii) through (iv)) that are identical in all material respects to, or (taken as a whole) are no more restrictive on the Borrower than those applicable to the Loans being refinanced (provided that such terms shall not be deemed to be “more restrictive” solely as a result of the inclusion in the documentation governing such Other Term Loan Commitments and Other Term Loans of a Previously Absent Financial Maintenance Covenant so long as the Administrative Agent shall be given prompt written notice thereof and this Agreement is amended to include such Previously Absent Financial Maintenance Covenant for the benefit of each Facility); provided, further, that the terms and conditions applicable to such Other Term Loan Commitments and Other Term Loans may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrower and the Lenders thereof and applicable only during periods after the Latest Maturity Date in respect of Term Loans that is in effect immediately prior to the date in respect of the Class of Loans being refinanced that is in effect on the date such Other Term Loan Commitments and Other Term Loans are incurred or obtained. Any Other Term Loans may participate events on a pro rata basis or on a less than pro rata basis (but, except as otherwise permitted by this Agreement, but not on a greater than pro rata basis) in with other then outstanding Term Loans and (v) to the extent that any mandatory prepayments under Section 2.03(b)(i), (ii) or (iii)(A), as specified such Credit Agreement Refinancing Indebtedness is in the applicable Refinancing Amendmentform of Other Term Loans that are not pari passu in right of payment or security with the other Loans hereunder, such Other Term Loans shall be prepaid with proceeds of voluntary or mandatory prepayment events on a junior basis to the other Loans. In connection with The effectiveness of any Refinancing AmendmentAmendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 and, to the Borrower shall, if extent reasonably requested by the Administrative Agent, deliver customary reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested receipt by the Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Section 4.01 (other than changes to such legal opinions resulting from a change in order law, change in fact or change to ensure counsel’s form of opinion reasonably satisfactory to the Administrative Agent). Each Class of Credit Agreement Refinancing Indebtedness incurred under this Section 2.21 shall be in an aggregate principal amount that such Other Term Loans are provided with is (x) not less than $5,000,000 and (y) an integral multiple of $1,000,000 in excess thereof (in each case unless the benefit of Borrower and the applicable Loan Documents.Administrative Agent

Refinancing Amendments. (a) At any time On one or more occasions after the Closing Date, the Borrower may obtain, from any Lender or any other bank, financial institution or other institutional lender or investor that agrees to provide any portion of Refinancing Term Loans or Other Revolving Credit Commitments pursuant to a Refinancing Amendment in accordance with this ‎Section 2.15 (each, an “Additional Refinancing Lender”) (provided that (i) solely with respect to Other Revolving Credit Commitments, the Administrative Agent, each Swing Line Lender and each L/C Issuer, if applicable, shall have consented (not to be unreasonably withheld or delayed) to such Lender’s or Additional Refinancing Lender’s providing such Other Revolving Credit Commitments to the extent such consent, if any, would be required under Section 10.07(b) for an assignment of Revolving Credit Commitments to such Lender or Additional Refinancing Lender, Other (ii) with respect to Refinancing Term Loans, any Affiliated Lender providing Refinancing Term Loans shall be subject to refinance the same restrictions set forth in ‎Section 10.07(l) as they would otherwise be subject to with respect to any purchase by or assignment to such Affiliated Lender of Term Loans and (iii) Affiliated Lenders may not 164 provide Other Revolving Credit Commitments), Credit Agreement Refinancing Indebtedness in respect of all or any portion of any Class, as selected by the applicable Class Borrower in its sole discretion, of Term Loans or Classes of Revolving Credit Loans (or unused Commitments in respect thereof) then outstanding under this Agreement which will be made pursuant to Other Agreement, in the form of Refinancing Term Loan Loans, Refinancing Term Commitments, Other Revolving Credit Commitments, or Other Revolving Credit Loans pursuant to a Refinancing Amendment; provided that such Other Term Loans (i) may rank equal notwithstanding anything to the contrary in priority in right of payment and of security with the other Loans and Commitments hereunderthis ‎Section 2.15 or otherwise, (ii)(A1) will have the borrowing and repayment (except for (A) payments of interest and fees at different rates on Other Revolving Credit Commitments (including through fixed interest ratesand related outstandings), interest margins, rate floors, upfront fees, funding discounts, original issue discounts and prepayment terms and premiums as may be agreed by the Borrower and the Lenders thereof and/or (B) additional fees and/or premiums may be payable to repayments required upon the Lenders providing such Other Term Loans in addition to any maturity date of the items contemplated by the preceding clause (A), in each case, to the extent provided in the applicable Refinancing Amendment, (iii) may have optional prepayment terms (including call protection and prepayment terms and premiums) as may be agreed between the Borrower and the Lenders thereof, (iv) will have a final maturity date no earlier than, and will have a Weighted Average Life to Maturity equal to or greater than, the Loans being refinanced (except by virtue of amortization or prepayment of the Loans prior to the time of such refinancing) Other Revolving Credit Commitments and (vC) will have such other terms repayment made in connection with a permanent repayment and conditions termination of commitments (other than as provided in foregoing clauses (iisubject to clause ‎(3) through (ivbelow)) that are identical in all material respects to, or (taken as a whole) are no more restrictive on of Loans with respect to Other Revolving Credit Commitments after the Borrower than those applicable to the Loans being refinanced (provided that such terms shall not be deemed to be “more restrictive” solely as a result date of the inclusion in the documentation governing such obtaining any Other Term Loan Revolving Credit Commitments and Other Term Loans of a Previously Absent Financial Maintenance Covenant so long as the Administrative Agent shall be given prompt written notice thereof and this Agreement is amended to include such Previously Absent Financial Maintenance Covenant for the benefit of each Facility); provided, further, that the terms and conditions applicable to such Other Term Loan Commitments and Other Term Loans may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrower and the Lenders thereof and applicable only during periods after the Latest Maturity Date in respect of Term Loans that is in effect immediately prior to the date in respect of the Class of Loans being refinanced that is in effect on the date such Other Term Loan Commitments and Other Term Loans are incurred or obtained. Any Other Term Loans may participate made on a pro rata basis with all other Revolving Credit Commitments, (2) subject to the provisions of ‎Section 2.03(n) and ‎Section 2.04(g) to the extent dealing with Swing Line Loans and Letters of Credit which mature or expire after a maturity date when there exist Other Revolving Credit Commitments with a longer maturity date, all Swing Line Loans and Letters of Credit shall be participated on a less than pro rata basis by all Lenders with Commitments in accordance with their percentage of the Commitments in respect of Revolving Credit Loans (but, and except as otherwise permitted by this Agreementprovided in ‎Section 2.03(n) and ‎Section 2.04(g), not without giving effect to changes thereto on a greater than pro rata basis) in any mandatory prepayments under Section 2.03(b)(ian earlier maturity date with respect to Swing Line Loans and Letters of Credit theretofore incurred or issued), (ii3) or (iii)(A)the permanent repayment of Revolving Credit Loans with respect to, as specified and termination of, Other Revolving Credit Commitments after the date of obtaining any Other Revolving Credit Commitments shall be made on a pro rata basis with all other Commitments in the applicable Refinancing Amendment. In connection with any Refinancing Amendmentrespect of Revolving Credit Loans, except that the Borrower shall, if reasonably requested shall be permitted to permanently repay and terminate commitments of any such Class on a better than a pro rata basis as compared to any other Class with a later maturity date than such Class and (4) assignments and participations of Other Revolving Credit Commitments and Other Revolving Credit Loans shall be governed by the Administrative Agent, deliver customary reaffirmation agreements and/or such amendments same assignment and participation provisions applicable to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Other Term Loans are provided with the benefit of the applicable Loan DocumentsRevolving Credit Commitments and Revolving Credit Loans.

Refinancing Amendments. (a) 2.20 At any time after the Closing Date, the Borrower may obtain, from any Lender or or(a) any Additional Lender, Other Term Loans to refinance Permitted Credit Agreement Refinancing Debt in respect of all or any portion of the applicable Class or Classes of Loans then outstanding under this Agreement (which for purposes of this clause will be made pursuant deemed to include any then outstanding Other Term Loan Commitments, Loans) in the form of Other Loans or Other Commitments pursuant to a Refinancing Amendment; it being understood that Amendment No. 68 constitutes a “Refinancing Amendment” with respect to the establishment of the Replacement 2023 Term B Loan Commitments as “Other Commitments” and the Replacement 2023 Term B Loans as “Other Loans”; provided that such Other Term Loans (i) may Permitted Credit Agreement Refinancing Debt: shall not be permitted to rank equal in priority senior in right of payment and of or security with to the other other(i) Loans and Commitments hereunder, (ii)(A) ; will have interest rates (including through fixed interest rates)such pricing, interest marginspremiums, rate floors, upfront fees, funding discounts, original issue discounts and optional prepayment terms and premiums financial(ii) covenants as may be agreed by the Borrower and the Lenders thereof and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Other Term Loans in addition to any of the items contemplated by the preceding clause (A), in each case, to the extent provided in the applicable Refinancing Amendment, (iii) may have optional prepayment terms (including call protection and prepayment terms and premiums) as may be agreed between the Borrower and the Lenders thereof, (iv) ; will have a final maturity date no earlier thanthat is not prior to the maturity date of, and will have a a(iii) Weighted Average Life to Maturity equal to or greater that is not shorter than, the Loans being refinanced Refinanced; subject to clause (except by virtue of amortization or prepayment of the Loans prior to the time of such refinancingii) and (v) above, will have such other terms and conditions (other than as provided in foregoing clauses (ii) through (iv)) that are either(iv) substantially identical in all material respects to, or (or, taken as a whole) are no more restrictive on the Borrower than those applicable , less favorable to the Lenders or Additional Lenders providing such Permitted Credit Agreement Refinancing Debt than, the Refinanced Debt; and the proceeds of such Permitted Credit Agreement Refinancing Debt shall be(v) applied, substantially concurrently with the incurrence thereof, to the prepayment of outstanding Loans being refinanced (provided that such terms shall not be deemed to be “more restrictive” solely as a result of the inclusion in the documentation governing such Other Term Loan Commitments and Other Term Loans of a Previously Absent Financial Maintenance Covenant so long as the Administrative Agent shall be given prompt written notice thereof and this Agreement is amended to include such Previously Absent Financial Maintenance Covenant for the benefit of each Facility)Refinanced; provided, further, that the terms and conditions applicable to such Other Term Loan Commitments and Other Term Loans Permitted Credit Agreement Refinancing Debt may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrower and the Lenders thereof and applicable only during periods after the Latest Maturity Date in respect of Term Loans that is in effect immediately prior to the date in respect of the Class of Loans being refinanced that is in effect on the date such Other Term Loan Commitments and Other Term Loans are Permitted Credit Agreement Refinancing Debt is issued, incurred or obtained. Any Other Term Loans may participate on a pro rata basis or on a less than pro rata basis (but, except as otherwise permitted by this Agreement, not on a greater than pro rata basis) in any mandatory prepayments under Section 2.03(b)(i), (ii) or (iii)(A), as specified in the applicable Refinancing Amendment. In connection with The effectiveness of any Refinancing AmendmentAmendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.2 (unless waived by the Lenders providing such Permitted Credit Agreement Refinancing Debt) and, to the Borrower shall, if extent reasonably requested by the Administrative Agent, deliver customary reaffirmation agreements and/or such amendments be subject to the Collateral Documents as may be reasonably requested receipt by the Administrative Agent in order to ensure that such Other Term Loans are provided of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the benefit of the applicable Loan Documents.Closing Date under Section 4.1. - 94-

Refinancing Amendments. (a) At any time after the Closing Restatement Date, the Borrower may obtain, obtain from any existing Lender or any other Person reasonably satisfactory to the Borrower and, in the case of any Other Revolving Commitments, to the extent such consent would be required for an assignment of such Loans or Commitments pursuant to ‎Section 9.04, the Issuing Bank (any such existing Lender or other Person being called an “Additional Refinancing Lender, ”) Credit Agreement Refinancing Indebtedness in respect of (%3) all or any portion of any Class of Term Loans then outstanding under this Agreement (which for purposes of this clause ‎(a) will be deemed to include any then outstanding Other Term Loans to refinance constituting Term Loans) or (%3) all or any portion of the applicable Class or Classes Revolving Commitments (including the corresponding portion of Loans then outstanding the Revolving Loans) under this Agreement (which for purposes of this clause ‎(b)) will be made pursuant deemed to include any then outstanding Other Revolving Commitments (including the corresponding portion of the Other Revolving Loans)), in the form of Other Term Loan CommitmentsLoans or Other Term Commitments in the case of clauses ‎(a) and ‎(b), in each case pursuant to a Refinancing Amendment; provided that (%4) such Other Term Loans (i) may Credit Agreement Refinancing Indebtedness shall rank equal in priority pari passu or junior in right of payment and of security with the other Loans and Commitments hereunder, (ii)(A%4) will such Credit Agreement Refinancing Indebtedness shall have interest rates (including through fixed interest rates)such pricing, interest marginsinterest, rate floors, upfront fees, funding discounts, original issue discounts premiums and optional prepayment and redemption terms and premiums as may be agreed by the Borrower and the Lenders thereof and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Other Term Loans in addition to any of the items contemplated by the preceding clause (A), in each case, to the extent provided in the applicable Additional Refinancing Amendment, (iii) may have optional prepayment terms (including call protection and prepayment terms and premiums) as may be agreed between the Borrower and the Lenders thereof, (iv%4) will have a final maturity date no earlier thansuch Credit Agreement Refinancing Indebtedness shall only be secured by assets consisting of Collateral, (%4) the covenants, events of default and will have a Weighted Average Life to Maturity equal to or greater than, the Loans being refinanced (except by virtue of amortization or prepayment of the Loans prior to the time guarantees of such refinancing) and (v) will have such other terms and conditions Credit Agreement Refinancing Indebtedness (other than pricing, interest, fees, premiums and optional prepayment), if not consistent with the terms of the Class of Term Loans refinanced, shall not be materially more restrictive to the Loan Parties (as provided determined in foregoing clauses (ii) through (ivgood faith by the Borrower)) that are identical in all material respects to, or (when taken as a whole, than the terms of such Class of Term Loans unless (x) are no the Lenders of such Class of Term Loans receive the benefit of such more restrictive terms or (y) any such provisions apply after the applicable Term Loan Maturity Date, (v) such Credit Agreement Refinancing Indebtedness satisfies the requirements set forth in clauses (w) through (z) of the definition of “Credit Agreement Refinancing Indebtedness,” and (vi) if such Credit Agreement Refinancing Indebtedness is secured on the Borrower than those applicable a junior basis to the Term Loans, the Collateral Agent acting on behalf of the holders of such Indebtedness shall have become party to a Second Lien Intercreditor Agreement; provided that if such Second Lien Intercreditor has not previously been executed and delivered, then the Borrower, the Subsidiary Loan Parties, the Collateral Agent on behalf of the Secured Parties and on behalf of the holders of such Credit Agreement Refinancing Indebtedness shall have executed and delivered the Second Lien Intercreditor Agreement. The effectiveness of any Refinancing Amendment shall 117 be subject to such express conditions as are mutually agreed with the participating Additional Refinancing Lenders. Each Class of Credit Agreement Refinancing Indebtedness (other than in connection with an extension of the maturity of a Class of Term Loans, Revolving Loans being refinanced (or Revolving Commitments) incurred under this ‎Section 2.21 shall be in an integral multiple of $1,000,000 and be in an aggregate principal amount that is not less than $25,000,000, provided that such terms shall not amount may be deemed less than $25,000,000 if such amount represents all the remaining availability under the aggregate principal amount of Credit Agreement Refinancing Indebtedness set forth above. Subject to be “more restrictive” solely as a result the consent of the inclusion in the documentation governing such Other Term Loan Commitments and Other Term Loans of a Previously Absent Financial Maintenance Covenant so long as the Administrative Agent shall be given prompt written notice thereof and this Agreement is amended to include such Previously Absent Financial Maintenance Covenant for the benefit of each Facility); providedIssuing Banks, further, that the terms and conditions applicable to such Other Term Loan Commitments and Other Term Loans any Refinancing Amendment may provide for any additional or different financial or other covenants or other provisions that are agreed between the issuance of Letters of Credit for the account of the Borrower pursuant to any Other Revolving Commitments established thereby on terms substantially equivalent to the terms applicable to Letters of Credit under this Agreement before giving effect to such Refinancing Amendment. The Administrative Agents shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary or reasonably advisable to reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans, Other Revolving Loans, Other Revolving Commitments and/or Other Term Commitments). Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the Lenders thereof other Loan Documents as may be necessary, or reasonably advisable or appropriate, in the reasonable opinion of the Administrative Agents and applicable only during periods the Borrower, to effect the provisions of this Section. This ‎Section 2.21 shall supersede any provisions in ‎Section 2.17(f), ‎Section 2.18 and ‎Section 9.02 to the contrary. Notwithstanding anything to the contrary in this ‎Section 2.21 or otherwise, (1) the borrowing and repayment (except for (A) payments of interest and fees at different rates on Other Revolving Commitments (and related outstandings), (B) repayments required upon the maturity date of the Other Revolving Commitments and (C) repayment made in connection with a permanent repayment and termination of commitments) of Loans with respect to Other Revolving Commitments after the Latest Maturity Date in respect date of Term Loans that is in effect immediately prior obtaining any Other Revolving Commitments shall be made on at least a pro rata basis with all other Revolving Commitments, (2) subject to the provisions of ‎Section 2.05(o) to the extent dealing with Letters of Credit which mature or expire after a maturity date in respect when there exist Other Revolving Commitments with a longer maturity date and subject to the consent of the Class Issuing Bank, all Letters of Loans being refinanced that is in effect on the date such Other Term Loan Commitments and Other Term Loans are incurred or obtained. Any Other Term Loans may participate Credit shall be participated on a pro rata basis by all Revolving Lenders in accordance with all other Revolving Commitments (and except as provided in ‎Section 2.05(o), without giving effect to changes thereto on an earlier maturity date with respect to Letters of Credit theretofore incurred or issued), (3) the permanent repayment of Revolving Loans with respect to, and termination of, Other Revolving Commitments after the date of obtaining any Other Revolving Commitments shall be made on at least a less than pro rata basis (butwith all other Revolving Commitments, except as otherwise that the Borrower shall be permitted by this Agreement, not to permanently repay and terminate commitments of any such Class on a greater non- rata basis as compared to any other Class with a later maturity date than pro rata basissuch Class and (4) in any mandatory prepayments under Section 2.03(b)(i), (ii) or (iii)(A), as specified in the applicable Refinancing Amendment. In connection with any Refinancing Amendment, the Borrower shall, if reasonably requested assignments and participations of Other Revolving Commitments and Other Revolving Loans shall be governed by the Administrative Agent, deliver customary reaffirmation agreements and/or such amendments same assignment and participation provisions applicable to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Other Term Loans are provided with the benefit of the applicable Loan DocumentsRevolving Commitments and Revolving Loans.

Refinancing Amendments. (a) At any time after the Closing Date, the Borrower may obtain, from any Lender or any Additional Lender, Other Term Loans to refinance Credit Agreement Refinancing Indebtedness in respect of (i) all or any portion of the applicable Class or Classes of Term Loans then outstanding under this Agreement (which for purposes of this clause (i) will be made pursuant deemed to include any then outstanding Other Term Loan Loans) or (ii) all or any portion of the Revolving Credit Loans (or unused Revolving Credit Commitments) under this Agreement (which for purposes of this clause (ii) will be deemed to include any then outstanding Other Revolving Credit Loans and Other Revolving Credit Commitments), in each case, in the form of either (x) Other Term Loans or Other Term Commitments or (y) Other Revolving Credit Loans or Other Revolving Credit Commitments and, in each case, pursuant to a Refinancing Amendment; provided that such Other Term Loans Credit Agreement Refinancing Indebtedness (i) may will be unsecured or will rank equal in priority pari passu or junior (and subordinate) in right of payment and of security with the other Loans and Commitments hereunder, (ii)(Aii) will have interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts, original issue discounts such pricing and optional prepayment terms and premiums as may be agreed by the Borrower and the Lenders thereof and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Other Term Loans in addition to any of the items contemplated by the preceding clause (A), in each case, to the extent provided in the applicable Refinancing Amendmentthereof, (iii) may have optional prepayment terms (including call protection and prepayment terms and premiumsx) as may be agreed between the Borrower and the Lenders thereofwith respect to any Other Revolving Credit Loans or Other Revolving Credit Commitments, (iv) will have a final maturity date no earlier thanthat is not prior to the maturity date of Loans (or unused Commitments) being refinanced and (y) with respect to any Other Term Loans or Other Term Commitments, will have a maturity date that is not prior to the maturity date of, and will have a Weighted Average Life to Maturity equal to or greater that is not shorter than, the Loans being refinanced (except by virtue of amortization or prepayment of the Loans prior to the time of such refinancing) and (viv) will have such other terms and conditions (other than as provided in foregoing clauses (ii) through (iv)pricing, optional prepayment and subordination terms) that are identical in all material respects toare, or (taken as a whole) are no , not materially more restrictive on the Borrower than those applicable favorable to the Loans being refinanced investors providing such Credit Agreement Refinancing Indebtedness than, the Refinanced Debt (provided that except for covenants or other provisions applicable exclusively to periods commencing after the Latest Maturity Date at the time such terms shall not be deemed to be “more restrictive” solely as a result of the inclusion in the documentation governing such Other Term Loan Commitments and Other Term Loans of a Previously Absent Financial Maintenance Covenant so long as the Administrative Agent shall be given prompt written notice thereof and this Agreement Indebtedness is amended to include such Previously Absent Financial Maintenance Covenant for the benefit of each Facilityincurred); provided, further, that the terms and conditions applicable to such Other Term Loan Commitments and Other Term Loans Credit Agreement Refinancing Indebtedness may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrower and the Lenders thereof and applicable only during periods after the Latest Maturity Date in respect of Term Loans that is in effect immediately prior to the date in respect of the Class of Loans being refinanced that is in effect on the date such Other Term Loan Commitments and Other Term Loans are Credit Agreement Refinancing Indebtedness is issued, incurred or obtained. Any Other Term Loans may participate on a pro rata basis or on a less than pro rata basis (but, except as otherwise permitted by this Agreement, not on a greater than pro rata basis) in any mandatory prepayments under Section 2.03(b)(i), (ii) or (iii)(A), as specified in the applicable Refinancing Amendment. In connection with The effectiveness of any Refinancing AmendmentAmendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 and, to the Borrower shall, if extent reasonably requested by the Administrative Agent, deliver customary receipt by the Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Section 4.01 (other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to 637 the Administrative Agent). Each Class of Credit Agreement Refinancing Indebtedness incurred under this Section 2.15 shall be in an aggregate principal amount that is (x) not less than $25,000,000 in the case of Other Term Loans or $10,000,000 in the case of Other Revolving Credit Loans and (y) an integral multiple of $1,000,000 in excess thereof unless such amount represents the total outstanding amount of the Refinanced Debt. Any Refinancing Amendment may provide for the issuance of Letters of Credit, or the provision to the Borrower of Swing Line Loans, pursuant to any Other Revolving Credit Commitments established thereby, in each case on terms substantially equivalent to the terms applicable to Letters of Credit and Swing Line Loans under the Revolving Credit Commitments. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans, Other Revolving Credit Loans, Other Revolving Credit Commitments and/or Other Term Commitments). Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the Collateral other Loan Documents as may be reasonably requested by necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section. In addition, if so provided in order the relevant Refinancing Amendment and with the consent of each L/C Issuer, participations in Letters of Credit expiring on or after the Revolving Credit Maturity Date shall be reallocated from Lenders holding Revolving Credit Commitments to ensure Lenders holding extended revolving commitments in accordance with the terms of such Refinancing Amendment; provided, however, that such Other Term Loans are provided with participation interests shall, upon receipt thereof by the benefit relevant Lenders holding Revolving Credit Commitments, be deemed to be participation interests in respect of such Revolving Credit Commitments and the terms of such participation interests (including, without limitation, the commission applicable Loan Documentsthereto) shall be adjusted accordingly.

Refinancing Amendments. (a) At any time after the Closing Date, the Borrower may obtain, from any Lender or any Additional Lender, Other Term Loans to refinance Credit Agreement Refinancing Indebtedness in respect of all or any portion of the applicable Class or Classes of Term Loans then outstanding under this Agreement (which for purposes of this clause (a) will be made pursuant deemed to include any then outstanding Other Term Loans, Incremental Term Loans or Extended Term Loans), in the form of Other Term Loans or Other Term Loan Commitments, Commitments pursuant to a Refinancing Amendment; provided that (A) such Other Term Loans (i) may Credit Agreement Refinancing Indebtedness will rank equal in priority pari passu in right of payment and of security with the other Loans and Commitments hereunder, (ii)(AB) such Credit Agreement Refinancing Indebtedness will have interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts, original issue discounts such pricing and optional prepayment terms and premiums as may be agreed by the Borrower and the Lenders thereof and/or (Bprovided, that such Credit Agreement Refinancing Indebtedness may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) additional fees and/or premiums may be payable to the Lenders providing such Other Term Loans in addition to any of the items contemplated by the preceding clause (A)voluntary or mandatory prepayments hereunder, in each case, to the extent provided as specified in the applicable Refinancing Amendment), (iiiC) may have optional prepayment terms (including call protection and prepayment terms and premiums) as may be agreed between the Borrower and the Lenders thereof, (iv) such Credit Agreement Refinancing Indebtedness will have a final maturity date no earlier thanlater than the maturity date of, and will have a Weighted Average Life to Maturity equal to or greater that is not shorter than, the Term Loans being refinanced refinanced, (except by virtue of amortization or prepayment of the Loans prior D) subject to the time of clause (B) above, such refinancing) and (v) Credit Agreement Refinancing Indebtedness will have such other terms and conditions (other than as provided in foregoing clauses (ii) through (iv)) that are substantially identical in all material respects to, or (taken as a whole) are no more restrictive on the Borrower than those applicable less favorable to the lenders or investors providing such Credit Agreement Refinancing Indebtedness than, the Refinanced Debt and (E) the proceeds of such Credit Agreement Refinancing Indebtedness shall be applied, substantially concurrently with the incurrence thereof, to the prepayment of outstanding Term Loans being refinanced (so refinanced; provided that such terms shall not be deemed to be “more restrictive” solely as a result of the inclusion in the documentation governing such Other Term Loan Commitments and Other Term Loans of a Previously Absent Financial Maintenance Covenant so long as the Administrative Agent shall be given prompt written notice thereof and this Agreement is amended to include such Previously Absent Financial Maintenance Covenant for the benefit of each Facility); provided, further, further that the terms and conditions applicable to such Other Term Loan Commitments and Other Term Loans Credit Agreement Refinancing Indebtedness may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrower and the Lenders thereof and applicable only during periods after the then Latest Maturity Date in respect Date. The effectiveness of Term Loans that is in effect immediately prior any Refinancing Amendment shall be subject to the date in respect of the Class of Loans being refinanced that is in effect satisfaction on the date such Other Term Loan Commitments thereof of each of the conditions set forth in Section 4.01 (and Other Term Loans are incurred or obtained. Any Other Term Loans may participate on for purposes thereof the incurrence of the Credit Agreement Refinancing Indebtedness shall be deemed to be a pro rata basis or on a less than pro rata basis (butRequest for Credit Extension) and, except as otherwise permitted by this Agreement, not on a greater than pro rata basis) in any mandatory prepayments under Section 2.03(b)(i), (ii) or (iii)(A), as specified in to the applicable Refinancing Amendment. In connection with any Refinancing Amendment, the Borrower shall, if extent reasonably requested by the Administrative Agent, deliver customary reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested receipt by the Administrative Agent of customary legal opinions, board resolutions and officers’ certificates, in order each case consistent with those delivered on the Closing Date under Section 4.02 (other than changes to ensure such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent), and customary reaffirmation agreements. Each Class of Credit Agreement Refinancing Indebtedness incurred under this Section 2.20(a) shall be in an aggregate principal amount that such is (x) not less than $25,000,000 and (y) an integral multiple of $1,000,000 in excess thereof. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans are provided with the benefit of the applicable and/or Other Term Loan DocumentsCommitments).

Refinancing Amendments. (a) At any time after the Closing Date, the Borrower may obtain, from any Lender or any Additional Lender, Other Term Loans to refinance obtain Credit Agreement Refinancing Indebtedness in respect of all or any portion of the applicable Class Term Loans and the Revolving Loans (or Classes of Loans unused Revolving Commitments) then outstanding under this Agreement (which for purposes of this clause (a) will be made pursuant deemed to include any then outstanding Other Term Loans or Other Revolving Loans), in the form of Other Term Loans, Other Term Loan Commitments, Other Revolving Loans or Other Revolving Commitments pursuant to a Refinancing Amendment; provided that, notwithstanding anything to the contrary in this Section 2.15 or otherwise, (1) the borrowing and repayment (except for (A) payments of interest and fees at different rates on Other Revolving Commitments (and related outstanding), (B) repayments required upon the maturity date of the Other Revolving Commitments or any other Tranche of Revolving Commitments and (C) repayment made in connection with a permanent repayment and termination of commitments (subject to clause (2) below)) of Loans with respect to Other Revolving Commitments after the date of obtaining any Other Revolving Commitments shall be made on a pro rata basis with all other Revolving Commitments (subject to clauses (2) and (3) below), (2) the permanent repayment of Revolving Loans with respect to, and termination of, Other Revolving Commitments after the date of obtaining any Other Revolving Commitments shall be made on a pro rata basis with all other Revolving Commitments, except that Borrower shall be permitted to permanently repay and terminate commitments of any Class with an earlier maturity date on a better than a pro rata basis as compared to any other Class with a later maturity date than such Class and (3) assignments and participations of Other Term Revolving Commitments and Other Revolving Loans shall be governed by the same assignment and participation provisions applicable to other Revolving Commitments and Revolving Loans. Each issuance of Credit Agreement Refinancing Indebtedness under this Section 2.15(a) shall be in an aggregate principal amount that is (x) not less than $5.0 million and (y) an integral multiple of $1.0 million in excess thereof. (b) The effectiveness of any such Credit Agreement Refinancing Indebtedness shall subject to the consent required pursuant to Section 2.15(d), be subject solely to the satisfaction of the following conditions to the reasonable satisfaction of Administrative Agent: (i) may rank equal any Credit Agreement Refinancing Indebtedness in priority in right respect of payment and of security with the other Loans and Revolving Commitments hereunder, (ii)(A) will have interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts, original issue discounts and prepayment terms and premiums as may be agreed by the Borrower and the Lenders thereof and/or (B) additional fees and/or premiums may be payable to the Lenders providing such or Other Term Loans in addition to any of the items contemplated by the preceding clause (A), in each case, to the extent provided in the applicable Refinancing Amendment, (iii) may have optional prepayment terms (including call protection and prepayment terms and premiums) as may be agreed between the Borrower and the Lenders thereof, (iv) Revolving Commitments will have a final maturity date no earlier thanthat is not prior to the maturity date of the Revolving Loans (or unused Revolving Commitments) being refinanced; (ii) any Credit Agreement Refinancing Indebtedness in respect of Term Loans will have a maturity date that is not prior to the maturity date of, and will have a Weighted Average Life to Maturity equal that is not shorter than the Weighted Average Life to or greater thanMaturity of, the Term Loans being refinanced (except by virtue of amortization or prepayment of the Loans prior determined without giving effect to the time impact of such refinancing) and (v) will have such other terms and conditions (other than as provided in foregoing clauses (ii) through (iv)) that are identical in all material respects to, or (taken as a whole) are no more restrictive prepayments on the Borrower than those applicable to the Loans being refinanced (provided that such terms shall not be deemed to be “more restrictive” solely as a result of the inclusion in the documentation governing such Other Term Loan Commitments and Other Term Loans of a Previously Absent Financial Maintenance Covenant so long as the Administrative Agent shall be given prompt written notice thereof and this Agreement is amended to include such Previously Absent Financial Maintenance Covenant for the benefit of each Facility); provided, further, that the terms and conditions applicable to such Other Term Loan Commitments and Other Term Loans may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrower and the Lenders thereof and applicable only during periods after the Latest Maturity Date in respect amortization of Term Loans that is being refinanced); (iii) the aggregate principal amount of any Credit Agreement Refinancing Indebtedness shall not exceed the principal amount so refinanced, plus, accrued interest, plus, any premium or other payment required to be paid in effect immediately prior connection with such refinancing, plus, the amount of reasonable and customary fees and expenses of Borrower or any of its Restricted Subsidiaries incurred in connection with such refinancing, plus, any unutilized commitments thereunder; (iv) to the date in respect of the Class of Loans being refinanced that is in effect on the date such Other Term Loan Commitments and Other Term Loans are incurred or obtained. Any Other Term Loans may participate on a pro rata basis or on a less than pro rata basis (but, except as otherwise permitted by this Agreement, not on a greater than pro rata basis) in any mandatory prepayments under Section 2.03(b)(i), (ii) or (iii)(A), as specified in the applicable Refinancing Amendment. In connection with any Refinancing Amendment, the Borrower shall, if extent reasonably requested by the Administrative Agent, deliver receipt by the Administrative Agent and the Lenders of customary reaffirmation agreements and/or such amendments legal opinions and other documents; (v) to the Collateral Documents as may be extent reasonably requested by the Administrative Agent, execution of amendments to the Mortgages by the applicable Credit Parties and Collateral Agent, in form and substance reasonably satisfactory to the Administrative Agent in order and the Collateral Agent; (vi) to the extent reasonably requested by the Administrative Agent, delivery to the Administrative Agent of title insurance endorsements reasonably satisfactory to the Administrative Agent; and (vii) execution of a Refinancing Amendment by the Credit Parties, Administrative Agent and Lenders providing such Credit Agreement Refinancing Indebtedness. (c) The Loans and Commitments established pursuant to this Section 2.15 shall constitute Loans and Commitments under, and shall be entitled to all the benefits afforded by, this Agreement and the other Credit Documents, and shall, without limiting the foregoing, benefit equally and ratably from the Guarantees and security interests created by the Security Documents. The Credit Parties shall take any actions reasonably required by Administrative Agent to ensure and/or demonstrate that such Other Term Loans are provided with the benefit of Lien and security interests granted by the applicable Loan Documents.Security

Refinancing Amendments. (a) At any time after the Closing Date, (x) the Lead Borrower may obtain, from any Lender or any Additional Lenderadditional Eligible Assignee, Other Term Loans to refinance Credit Agreement Refinancing Indebtedness in respect of all or any portion of the applicable Class Initial U.S. Term Loans, Incremental Term Loans or Classes of New Term Loans then outstanding under this Agreement (which for purposes of this clause (a) will be made pursuant deemed to include any then outstanding Other U.S. Term Loans or Other U.S. Term Loan Commitments), in the form of Other U.S. Term Loans or Other U.S. Term Loan Commitments and (y) the Canadian Borrower may obtain, from any Lender or any additional Eligible Assignee, Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Initial Canadian Term Loans then outstanding under this Agreement (which for purposes of this clause (a) will be deemed to include any then outstanding Other Canadian Term Loans or Other Canadian Term Loan Commitments), in the form of Other Canadian Term Loans or Other Canadian Term Loan Commitments pursuant to a Refinancing Amendment; provided that such Other Term Loans Credit Agreement Refinancing Indebtedness (i) may incurred by (x) the Lead Borrower will rank equal in priority pari passu in right of payment and of security with the other U.S. Term Loans hereunder and Commitments (y) the Canadian Borrower will rank pari passu in right of payment and of security with the other Canadian Term Loans hereunder, (ii)(Aii) will have interest rates (including through fixed interest rates)such pricing, fees, premiums, interest margins, rate floors, upfront fees, funding discounts, original issue discounts and or optional prepayment or redemption terms and premiums as may be agreed by the Borrower and the Lenders thereof and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Other Term Loans in addition to any of the items contemplated by the preceding clause (A), in each case, to the extent provided in the applicable Refinancing Amendment, (iii) may have optional prepayment terms (including call protection and prepayment terms and premiums) as may be agreed between the Borrower and the Lenders thereof, (iii) any Credit Agreement Refinancing Indebtedness in the form of Other Term Loans or Other Term Loan Commitments shall share ratably in any prepayments of Initial U.S. Term Loans, Initial Canadian Term Loans, Incremental Term Loans or New Term Loans, as the case may be (unless the Other Term Loans agree to participate on a less than pro rata basis in any voluntary or mandatory prepayments or repayments) and (iv) will have a final maturity date no earlier than, and will have a Weighted Average Life to Maturity equal to or greater than, the Loans being refinanced (except by virtue of amortization or prepayment of the Loans prior to the time of such refinancing) and (v) will have such other terms and conditions (other than as provided in foregoing clauses (ii) through (iv)) that are substantially identical in all material respects to, or (taken as a whole) are no more restrictive on the Borrower than those applicable less favorable to the Loans being refinanced (investors providing such Credit Agreement Refinancing Indebtedness than, the Refinanced Debt; provided that such terms shall not be deemed to be “more restrictive” solely as a result of the inclusion in the documentation governing such Other Term Loan Commitments and Other Term Loans of a Previously Absent Financial Maintenance Covenant so long as the Administrative Agent shall be given prompt written notice thereof and this Agreement is amended to include such Previously Absent Financial Maintenance Covenant for the benefit of each Facility); provided, further, further that the terms and conditions applicable to such Other Term Loan Commitments and Other Term Loans Credit Agreement Refinancing Indebtedness may provide for any additional or different financial or other covenants or other provisions that are agreed between the applicable Borrower and the Lenders thereof and applicable only during periods after the Latest Maturity Date in respect of Term Loans that is in effect immediately prior to the date in respect of the Class of Loans being refinanced that is in effect on the date such Other Term Loan Commitments and Other Term Loans are Credit Agreement Refinancing Indebtedness is issued, incurred or obtained. Any Each Class of Credit Agreement Refinancing Indebtedness incurred under this Section 2.26 shall be in an aggregate principal amount that is (x) not less than $10,000,000 or C$10,000,000, as applicable in the case of Other Term Loans may participate on a pro rata basis and (y) an integral multiple of $1,000,000 or on a less than pro rata basis (but, except as otherwise permitted by this Agreement, not on a greater than pro rata basis) in any mandatory prepayments under Section 2.03(b)(i), (ii) or (iii)(A)C$1,000,000, as specified applicable in the applicable Refinancing Amendmentexcess thereof. In connection with The effectiveness of any Refinancing AmendmentAmendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.01 and, to the Borrower shall, if extent reasonably requested by the Administrative Agent, deliver customary receipt by the Administrative Agent of (i) legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Closing Date other than changes to such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Security Documents as may be reasonably requested by the Administrative Agent (including amendments to the Mortgages and Canadian Mortgages, as applicable) in order to ensure that such Other Term Loans are the Credit Agreement Refinancing Indebtedness is provided with the benefit of the applicable Loan Documents.

Refinancing Amendments. (a) At any time after the Closing Date, the Borrower Borrowers may obtain, from any Lender or any Additional Lender, Other Term Loans to refinance all or any portion of the applicable Class or Classes of Loans then outstanding under this Agreement which will be made pursuant to Other Term Loan Commitments, in the case of Other Loans pursuant to a Refinancing Amendment; provided that such Other Term Loans (i) may shall rank equal in priority in right of payment and of security with the other Loans and Commitments hereunder, (ii)(A) will have interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts, original issue discounts OIDs and prepayment terms and premiums as may be agreed by the Borrower Representative and the Lenders thereof and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Other Term Loans in addition to any of the items contemplated by the preceding clause (A), in each case, to the extent provided in the applicable Refinancing Amendment, (iii) may have optional prepayment terms (including call protection and prepayment terms and premiums) as may be agreed between the Borrower Representative and the Lenders thereof, (iv) will have a final maturity date no earlier than, and will have a Weighted Average Life to Maturity equal to or greater than, the Loans being refinanced (except by virtue of amortization or prepayment of the Loans prior to the time of such refinancing) and (v) will have such other terms and conditions (other than as provided in foregoing clauses (ii) through (iv)) that are identical in all material respects to, or (taken as a whole) are no more restrictive on favorable to the Borrower lenders or holders providing such Other Loan Commitments and Other Loans than those applicable to the Loans being refinanced (provided that such terms shall not be deemed to be “more restrictivefavorable” solely as a result of the inclusion in the documentation governing such Other Term Loan Commitments and Other Term Loans of a Previously Absent Financial Maintenance Covenant so long as the Administrative Agent shall be given prompt written notice thereof and this Agreement is amended to include such Previously Absent Financial Maintenance Covenant for the benefit of each Facility); provided, further, that the terms and conditions applicable to such Other Term Loan Commitments and Other Term Loans may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrower Representative and the Lenders thereof and applicable only during periods after the Latest Maturity Date in respect of Term Loans that is in effect immediately prior to the date in respect of the Class of Loans being refinanced that is in effect on the date such Other Term Loan Commitments and Other Term Loans are incurred or obtained. Any Other Term Loans may participate on a pro rata basis or on a less than pro rata basis (but, except as otherwise permitted by this Agreement, not on a greater than pro rata basis) in any mandatory prepayments under Section 2.03(b)(i), (ii) or (iii)(Aiii), as specified in the applicable Refinancing Amendment. In connection with any Refinancing Amendment, the Borrower Borrowers shall, if reasonably requested by the Administrative Agent, deliver customary reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Other Term Loans are provided with the benefit of the applicable Loan Documents.. 100

Refinancing Amendments. (a) At any time On one or more occasions after the Closing Amendment Effective Date, the Borrower Borrowers may obtain, from any Lender or any other bank, financial institution or other institutional lender or investor that agrees to provide any portion of Credit Agreement Refinancing Indebtedness in the form of Refinancing Term Loans or Other Revolving Credit Commitments pursuant to a Refinancing Amendment in accordance with this ‎Section 2.15 (each, an “Additional Refinancing Lender”) (provided that (i) solely with respect to Other Revolving Credit Commitments and Other Revolving Credit Loans, the Administrative Agent, each Swing Line Lender and each L/C Issuer shall have consented (not to be unreasonably withheld or delayed) to such Lender’s or Additional Refinancing Lender’s providing such Other Revolving Credit Commitments to the extent such consent, if any, would be required under Section 10.07(b) for an assignment of Revolving Credit Commitments to such Lender or Additional Refinancing Lender, Other unless such Lender or Additional Refinancing Lender is an existing Revolving Credit Lender or any Affiliate or Approved Fund of an existing Revolving Credit Lender, (ii) with respect to Refinancing Term Loans, any Affiliated Lender providing Refinancing Term Loans shall be subject to refinance the same restrictions set forth in ‎Section 10.07(k) as they would otherwise be subject to with respect to any purchase by or assignment to such Affiliated Lender of Term Loans and (iii) Affiliated Lenders may not provide Other Revolving Credit Commitments), in respect of all or any portion of any Class, series or tranche, as selected by the applicable Class Borrowers in their sole discretion without prejudice to Section 2.05(a)(i), of Term Loans or Classes of Revolving Credit Loans (or unused Revolving Credit Commitments) or Additional Facility Commitments then outstanding under this Agreement which will be made pursuant to Other Agreement, in the form of Refinancing Term Loan Loans, Refinancing Term Commitments, Other Revolving Credit Commitments, or Other Revolving Credit Loans, in each case, constituting Credit Agreement Refinancing Indebtedness pursuant to a Refinancing Amendment; provided that such Other Term Loans (i) may rank equal notwithstanding anything to the contrary in priority in right of payment and of security with the other Loans and Commitments hereunderthis ‎Section 2.15 or otherwise, (ii)(AA) will have the borrowing and repayment (except for (1) payments of interest and fees at different rates on Other Revolving Credit Commitments (including through fixed interest ratesand related outstandings), interest margins, rate floors, upfront fees, funding discounts, original issue discounts and prepayment terms and premiums as may be agreed by (2) repayments required upon the Borrower and the Lenders thereof and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Other Term Loans in addition to any maturity date of the items contemplated by Other Revolving Credit Commitments, (3) repayments made in connection with any refinancing of Other Revolving Credit Commitments and (4) repayment made in connection with a permanent repayment and termination of commitments (subject to clause ‎(C) below)) of Loans with respect to Other Revolving Credit Commitments after the preceding clause date of obtaining any Other Revolving Credit Commitments shall be made on a pro rata basis (A)or, in each casethe case of repayment, to the extent provided in the applicable Refinancing Amendment, (iii) may have optional prepayment terms (including call protection and prepayment terms and premiums) as may be agreed between the Borrower and the Lenders thereof, (iv) will have a final maturity date no earlier than, and will have a Weighted Average Life to Maturity equal to or greater than, the Loans being refinanced (except by virtue of amortization or prepayment of the Loans prior to the time of such refinancing) and (v) will have such other terms and conditions (other than as provided in foregoing clauses (ii) through (iv)) that are identical in all material respects to, or (taken as a whole) are no more restrictive on the Borrower than those applicable to the Loans being refinanced (provided that such terms shall not be deemed to be “more restrictive” solely as a result of the inclusion in the documentation governing such Other Term Loan Commitments and Other Term Loans of a Previously Absent Financial Maintenance Covenant so long as the Administrative Agent shall be given prompt written notice thereof and this Agreement is amended to include such Previously Absent Financial Maintenance Covenant for the benefit of each Facility); provided, further, that the terms and conditions applicable to such Other Term Loan Commitments and Other Term Loans may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrower and the Lenders thereof and applicable only during periods after the Latest Maturity Date in respect of Term Loans that is in effect immediately prior to the date in respect of the Class of Loans being refinanced that is in effect on the date such Other Term Loan Commitments and Other Term Loans are incurred or obtained. Any Other Term Loans may participate on a pro rata basis or less than pro rata basis) with all other Revolving Credit Commitments, (B) subject to the provisions of ‎Section 2.03(m) and ‎Section 2.04(g) to the extent dealing with Swing Line Loans and Letters of Credit which mature or expire after a maturity date when there exist Other Revolving Credit Commitments with a longer maturity date, all Swing Line Loans and Letters of Credit shall be participated on a pro rata basis by all Lenders with Commitments in accordance with their percentage of the Revolving Credit Commitments existing on the date such Other Revolving Credit Commitments are obtained (and except as provided in ‎Section 2.03(m) and ‎Section 2.04(g), without giving effect to changes thereto on an earlier maturity date with respect to Swing Line Loans and Letters of Credit theretofore incurred or issued), (C) the permanent repayment of Revolving Credit Loans with respect to, and termination of, Other Revolving Credit Commitments after the date of obtaining any Other Revolving Credit Commitments shall be made on a pro rata basis, less than pro rata basis (but, except as otherwise permitted by this Agreement, not on a or greater than pro rata basisbasis with all other Revolving Credit Commitments and (D) in any mandatory prepayments under Section 2.03(b)(i), (ii) or (iii)(A), as specified in the applicable Refinancing Amendment. In connection with any Refinancing Amendment, the Borrower shall, if reasonably requested assignments and participations of Other Revolving Credit Commitments and Other Revolving Credit Loans shall be governed by the Administrative Agent, deliver customary reaffirmation agreements and/or such amendments same assignment and participation provisions applicable to Revolving Credit Commitments and Revolving Credit Loans existing on the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that date such Other Term Loans Revolving Credit Commitments are provided with the benefit of the applicable Loan Documentsobtained.

Refinancing Amendments. (a) At any time after the Closing Date, the Borrower may obtain, from any Lender or any Additional Lender, Other Term Loans to refinance Permitted Credit Agreement Refinancing Debt in respect of all or any portion of the applicable Class or Classes of Loans then outstanding under this Agreement (which for purposes of this clause will be made pursuant deemed to include any then outstanding Other Term Loan Commitments, Loans) in the form of Other Loans or Other Commitments pursuant to a Refinancing Amendment; it being understood that Amendment No. 4 constitutes a “Refinancing Amendment” with respect to the establishment of the Term B-4 Commitments as “Other Commitments” and the Term B-4 Loans as “Other Loans”; provided that such Other Term Loans Permitted Credit Agreement Refinancing Debt: (i) may shall not be permitted to rank equal in priority senior in right of payment and of or security with to the other Loans and Commitments hereunder, ; (ii)(Aii) will have interest rates (including through fixed interest rates)such pricing, interest marginspremiums, rate floors, upfront fees, funding discounts, original issue discounts and optional prepayment terms and premiums financial covenants as may be agreed by the Borrower and the Lenders thereof and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Other Term Loans in addition to any of the items contemplated by the preceding clause (A), in each case, to the extent provided in the applicable Refinancing Amendment, thereof; (iii) may have optional prepayment terms (including call protection and prepayment terms and premiums) as may be agreed between the Borrower and the Lenders thereof, (iv) will have a final maturity date no earlier thanthat is not prior to the maturity date of, and will have a Weighted Average Life to Maturity equal to or greater that is not shorter than, the Loans being refinanced Refinanced; (except by virtue of amortization or prepayment of the Loans prior iv) subject to clause (ii) above, will have terms and conditions that are either substantially identical to, or, taken as a whole, less favorable to the time of Lenders or Additional Lenders providing such refinancing) Permitted Credit Agreement Refinancing Debt than, the Refinanced Debt; and (v) will have the proceeds of such other terms and conditions (other than as provided in foregoing clauses (ii) through (iv)) that are identical in all material respects toPermitted Credit Agreement Refinancing Debt shall be applied, or (taken as a whole) are no more restrictive on substantially concurrently with the Borrower than those applicable incurrence thereof, to the prepayment of outstanding Loans being refinanced (provided that such terms shall not be deemed to be “more restrictive” solely as a result of the inclusion in the documentation governing such Other Term Loan Commitments and Other Term Loans of a Previously Absent Financial Maintenance Covenant so long as the Administrative Agent shall be given prompt written notice thereof and this Agreement is amended to include such Previously Absent Financial Maintenance Covenant for the benefit of each Facility)Refinanced; provided, further, that the terms and conditions applicable to such Other Term Loan Commitments and Other Term Loans Permitted Credit Agreement Refinancing Debt may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrower and the Lenders thereof and applicable only during periods after the Latest Maturity Date in respect of Term Loans that is in effect immediately prior to the date in respect of the Class of Loans being refinanced that is in effect on the date such Other Term Loan Commitments and Other Term Loans are Permitted Credit Agreement Refinancing Debt is issued, incurred or obtained. Any Other Term Loans may participate on a pro rata basis or on a less than pro rata basis (but, except as otherwise permitted by this Agreement, not on a greater than pro rata basis) in any mandatory prepayments under Section 2.03(b)(i), (ii) or (iii)(A), as specified in the applicable Refinancing Amendment. In connection with any Refinancing Amendment, the Borrower shall, if reasonably requested by the Administrative Agent, deliver customary reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Other Term Loans are provided with the benefit of the applicable Loan Documents.-89-

Refinancing Amendments. (a) At any time after the Closing Restatement Date, the Borrower Borrowers may obtain, from any Term Loan Lender, any Incremental Term Loan Lender providing Incremental Term Loans or any Additional LenderIncreasing Revolving Lender increasing their Revolving Credit Commitments and providing Revolving Credit Loans, Other Term Loans to refinance Credit Agreement Refinancing Indebtedness in respect of all or any portion of the applicable Class Term Loans or Classes of Revolving Credit Loans then then-outstanding under this Agreement (which for the purposes of this clause will be made pursuant deemed to include any then outstanding Other Term Loan CommitmentsLoans) in the form of (x) Other Loans or Other Commitments or (y) Refinancing Notes, as the case may be, in each case pursuant to a Refinancing Amendment; provided that such Other Term Loans Credit Agreement Refinancing Indebtedness (i) may rank equal in priority in right of payment and of security with the other Loans and Commitments hereunder, (ii)(A) will have interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts, original issue discounts such pricing and optional prepayment terms and premiums as may be agreed by the Borrower and the Lenders thereof and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Other Term Loans in addition to any of the items contemplated by the preceding clause (A), in each case, to the extent provided in the applicable Refinancing Amendment, (iii) may have optional prepayment terms (including call protection and prepayment terms and premiums) as may be agreed between the Borrower Borrowers and the Lenders thereof, (ivii) will have a final maturity date no earlier than, and will have a Weighted Average Life to Maturity equal to or greater than, the Loans being refinanced (except by virtue of amortization or prepayment of the Loans that is not prior to the time maturity date of the Term Loans or Revolving Credit Loans being refinanced, as appropriate, and (iii) the proceeds of such refinancingCredit Agreement Refinancing Indebtedness shall be applied, substantially concurrently with the incurrence thereof, to the prepayment of outstanding Term Loans or Revolving Credit Loans, as appropriate (and in the case of a prepayment of Revolving Credit Loans, a corresponding amount of Revolving Credit Commitments shall be permanently reduced). Each class of Credit Agreement Refinancing Indebtedness incurred under this Section 5.15 shall be in an aggregate principal amount that is (x) not less than $5,000,000 and (vy) will have such other terms and conditions (other than as provided an integral multiple of $1,000,000 in foregoing clauses (ii) through (iv)) that are identical in all material respects to, or (taken as a whole) are no more restrictive on the Borrower than those applicable to the Loans being refinanced (provided that such terms shall not be deemed to be “more restrictive” solely as a result of the inclusion in the documentation governing such Other Term Loan Commitments and Other Term Loans of a Previously Absent Financial Maintenance Covenant so long as the excess thereof. The Administrative Agent shall be given prompt written notice thereof and this Agreement is amended promptly notify each Lender as to include such Previously Absent Financial Maintenance Covenant for the benefit effectiveness of each Facility); provided, further, that the terms and conditions applicable to such Other Term Loan Commitments and Other Term Loans may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrower and the Lenders thereof and applicable only during periods after the Latest Maturity Date in respect of Term Loans that is in effect immediately prior to the date in respect of the Class of Loans being refinanced that is in effect on the date such Other Term Loan Commitments and Other Term Loans are incurred or obtained. Any Other Term Loans may participate on a pro rata basis or on a less than pro rata basis (but, except as otherwise permitted by this Agreement, not on a greater than pro rata basis) in any mandatory prepayments under Section 2.03(b)(i), (ii) or (iii)(A), as specified in the applicable Refinancing Amendment. In connection with Each of the parties hereto hereby agreed that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the Borrower shallextent (but only to the extent) necessary to reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Loans, if reasonably requested by Other Commitments and/or Refinancing Notes). Any Refinancing Amendment may, without the Administrative Agentconsent of any other Lenders, deliver customary reaffirmation agreements and/or effect such amendments to this Agreement and the Collateral other Loan Documents as may be reasonably requested by necessary or appropriate, in the reasonable opinion of the Administrative Agent in order and the Borrower, to ensure that such Other Term Loans are provided with effect the benefit provisions of the applicable Loan Documentsthis Section.

Refinancing Amendments. (a) At any time after the Closing Effective Date, the Borrower may obtain, from any Lender or any Additional Lender, Other Term Loans to refinance Credit Agreement Refinancing Indebtedness in respect of (a) all or any portion of the applicable Class or Classes of Term Loans then then-outstanding under this Agreement (which for purposes of this clause (a) will be made pursuant deemed to include any then outstanding Other Term Loan Loans) or (b) all or any portion of the Revolving Loans (or unused Revolving Commitments) under this Agreement (which for purposes of this clause (b) will be deemed to include any then-outstanding Other Revolving Loans and Other Revolving Commitments), in the form of (x) Other Term Loans or Other Term Commitments or (y) Other Revolving Loans or Other Revolving Commitments, as the case may be, in each case pursuant to a Refinancing Amendment; provided that such Other Term Loans Credit Agreement Refinancing Indebtedness (i) may rank equal in priority in right of payment and of security with the other Loans and Commitments hereunder, (ii)(A) will have interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts, original issue discounts such pricing and optional prepayment terms and premiums as may be agreed by the Borrower and the Lenders thereof and/or thereof, (Bii) additional fees and/or premiums may be payable (x) with respect to any Other Revolving Loans or Other Revolving Commitments, will have a maturity date that is not prior to the Lenders providing such maturity date of Revolving Loans (or unused Revolving Commitments) being refinanced and (y) with respect to any Other Term Loans in addition or Other Term Commitments, will have a maturity date that is not prior to any the maturity date of the items contemplated by Term Loans being refinanced, and (iii) the preceding clause (A)proceeds of such Credit Agreement Refinancing Indebtedness shall be applied, in each casesubstantially concurrently with the incurrence thereof, to the extent provided in the applicable Refinancing Amendment, (iii) may have optional prepayment terms (including call protection and prepayment terms and premiums) as may be agreed between the Borrower and the Lenders thereof, (iv) will have a final maturity date no earlier than, and will have a Weighted Average Life to Maturity equal to or greater than, the Loans being refinanced (except by virtue of amortization or prepayment of the Loans prior to the time of such refinancing) and (v) will have such other terms and conditions (other than as provided in foregoing clauses (ii) through (iv)) that are identical in all material respects to, or (taken as a whole) are no more restrictive on the Borrower than those applicable to the Loans being refinanced (provided that such terms shall not be deemed to be “more restrictive” solely as a result of the inclusion in the documentation governing such Other Term Loan Commitments and Other outstanding Term Loans or reduction of a Previously Absent Financial Maintenance Covenant Revolving Commitments being so long refinanced, as the Administrative Agent shall be given prompt written notice thereof and this Agreement is amended to include such Previously Absent Financial Maintenance Covenant for the benefit of each Facility)case may be; provided, further, provided further that the terms and conditions applicable to such Other Term Loan Commitments and Other Term Loans Credit Agreement Refinancing Indebtedness may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrower and the Lenders thereof and applicable only during periods after the Latest Maturity Date in respect of Term Loans that is in effect immediately prior to the date in respect of the Class of Loans being refinanced that is in effect on the date such Other Term Loan Commitments and Other Term Loans are Credit Agreement Refinancing Indebtedness is issued, incurred or obtained. Any Each Class of Credit Agreement Refinancing Indebtedness incurred under this Section 2.23 shall be in an aggregate principal amount that is (x) not less than $5,000,000 in the case of Other Term Loans may participate on a pro rata basis or on a less than pro rata basis (but, except as otherwise permitted by this Agreement, not on a greater than pro rata basis) in any mandatory prepayments under Section 2.03(b)(i), (ii) or (iii)(A), as specified $5,000,000 in the case of Other Revolving Loans and (y) an integral multiple of $1,000,000 in excess thereof. Any Refinancing Amendment may provide for the issuance of Letters of Credit for the account of the Borrower pursuant to any Other Revolving Commitments established thereby, in each case on terms substantially equivalent to the terms applicable to Letters of Credit under the Revolving Commitments. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. In connection with Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the Borrower shallextent (but only to the extent) necessary to reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans, if reasonably requested by Other Revolving Loans, Other Revolving Commitments and/or Other Term Commitments). Any Refinancing Amendment may, without the Administrative Agentconsent of any other Lenders, deliver customary reaffirmation agreements and/or effect such amendments to this Agreement and the Collateral other Loan Documents as may be reasonably requested by necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section. In addition, if so provided in order the relevant Refinancing Amendment and with the consent of each Issuing Bank, participations in Letters of Credit expiring on or after the Revolving Maturity Date shall be reallocated from Lenders holding Revolving Commitments to ensure Lenders holding extended revolving commitments in accordance with the terms of such Refinancing Amendment; provided, however, that such Other Term Loans are provided with participation interests shall, upon receipt thereof by the benefit relevant Lenders holding Revolving Commitments, be deemed to be participation interests in respect of such Revolving Commitments and the terms of such participation interests (including, without limitation, the commission applicable Loan Documentsthereto) shall be adjusted accordingly.