Common use of Refinancing Amendments Clause in Contracts

Refinancing Amendments. (a) So long as no Default or Event of Default exists or would arise therefrom, at any time after the Closing Date, the Borrowers may obtain, from any Lender or any Additional Lender, Credit Agreement Refinancing Indebtedness in respect of the Facility (which for purposes of this clause (a) will be deemed to include any then outstanding (w) Other Term Loans, (x) Accordion Term Loans, (y) Other Revolving Credit Loans and (z) Loans provided against the Accordion Revolving Commitments, but will exclude the commitments in respect of the Last-Out Tranche unless (1) the Loans comprising the Last-Out Tranche are the only Loans outstanding and (2) the Commitments for the Revolving Credit Facility (excluding the Last-Out Tranche) have been terminated) in the form of (i) one or more Other Term Loans or Other Term Loan Commitments, (ii) one or more Other Revolving Credit Loans or Other Revolving Credit Commitments, or (iii) in the case of the Last-Out Tranche, a new “first-in, last-out” tranche, as the case may be, in each case pursuant to a Refinancing Amendment. Each Tranche of Credit Agreement Refinancing Indebtedness incurred under this Subsection 2.7 shall be in an aggregate principal amount that is (x) not less than $15,000,000 in the case of Other Term Loans or $15,000,000 in the case of Other Revolving Loans and (y) an integral multiple of $5,000,000 in excess thereof. (b) The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Subsection 6.2 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Subsection 6.1 (other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion). Any Refinancing Amendment may provide for the issuance of Letters of Credit for the account of the Parent Borrower, or the provision to the Parent Borrower of Swingline Loans, pursuant to any Other Revolving Credit Commitments established thereby, in each case on terms substantially equivalent to the terms applicable to Letters of Credit and Swingline Loans under the Commitments. (c) The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans, Other Revolving Credit Loans, Other Revolving Credit Commitments and/or Other Term Commitments). The Lenders hereby irrevocably authorize the Administrative Agent to enter into any Refinancing Amendment to effect such amendments to this Agreement and the other Loan Documents and such technical amendments as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower Representative, to effect the provisions of this Subsection 6.1. In addition, if so provided in the relevant Refinancing Amendment and with the consent of each Issuing Lender, participations in Letters of Credit expiring on or after the Revolving Maturity Date shall be reallocated from Lenders holding Commitments to Lenders holding extended revolving commitments in accordance with the terms of such Refinancing Amendment; provided, however, that such participation interests shall, upon receipt thereof by the relevant Lenders holding Commitments, be deemed to be participation interests in respect of such Commitments and the terms of such participation interests (including, without limitation, the commission applicable thereto) shall be adjusted accordingly.

Refinancing Amendments. (a) So long as no Default or Event of Default exists or would arise therefrom, at At any time after the Closing Date, the Borrowers a Borrower or Subsidiary Guarantor may obtain, from any Lender or any Additional Lender, Permitted Credit Agreement Refinancing Indebtedness Debt in respect of (1) all or any portion of the Facility Term Loans then outstanding under this Agreement (which for purposes of this clause (a1) will be deemed to include any then outstanding (w) Other Term Loans, (x) Accordion Term Loans, (y) Other Revolving Credit Loans and (z) Loans provided against the Accordion Revolving Commitments, but will exclude the commitments in respect of the Last-Out Tranche unless (1) the Loans comprising the Last-Out Tranche are the only Loans outstanding and or (2) the Commitments for all or any portion of the Revolving Credit Facility Loans (excluding the Last-Out Trancheor unused Revolving Commitments) have been terminatedunder this Agreement (which for purposes of this clause (2) will be deemed to include any then outstanding Other Revolving Loans and Other Revolving Commitments), in the form of (ix) one or more Other Term Loans or Other Term Loan Commitments, Commitments or (iiy) one or more Other Revolving Credit Loans or Other Revolving Credit Commitments, or (iii) in the case of the Last-Out Tranche, a new “first-in, last-out” tranche, as the case may be, in each case pursuant to a Refinancing Amendment. Each Tranche of ; provided that such Permitted Credit Agreement Refinancing Indebtedness incurred under this Subsection 2.7 Debt: (i) shall not be permitted to rank senior in an aggregate principal amount that is right of payment or security to the other Loans and Commitments hereunder; (ii) will have such pricing, premiums, optional prepayment terms and financial covenants as may be agreed by the Borrower Representative and the Lenders thereof; (iii) (x) with respect to any Other Revolving Loans or Other Revolving Commitments, will have a maturity date that is not less prior to the maturity date of Revolving Loans (or unused Revolving Commitments) being Refinanced and (y) other than $15,000,000 in Customary Bridge Financings and Indebtedness incurred pursuant to the case of Inside Maturity Basket, with respect to any Other Term Loans or $15,000,000 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 remaining Weighted Average Life to Maturity of the Term Loans being Refinanced determined at the time of incurrence; (iv) subject to clause (ii) above, will have terms and conditions that are (i) substantially identical to, or, taken as a whole, not materially more favorable to the Lenders or Additional Lenders providing such Permitted Credit Agreement Refinancing Debt than, the Refinanced Debt (as determined by the Borrower Representative in good faith), (ii) then-current market terms (as determined by the Borrower Representative in good faith at the time of incurrence or issuance (or the obtaining of a commitment with respect thereto)) for the applicable type of Indebtedness; provided that if such Permitted Credit Agreement Refinancing Debt benefits from a financial covenant that is more restrictive than Section 7.1 of this Agreement, such financial covenant shall be either (A) conformed (or added) to the Loan Documents for the benefit of the Revolving Lenders pursuant to an amendment agreement between the Administrative Agent and the applicable Borrowers or (B) applicable only to periods after the Revolving Termination Date or otherwise reasonably satisfactory to the Administrative Agent or (iii) reasonably acceptable to the Administrative Agent (it being understood that if any financial maintenance covenant or other more favorable provision is added for the benefit of any Permitted Credit Agreement Refinancing Debt, no consent shall be required from the Administrative Agent or any Lender to the extent that such financial maintenance covenant or other provision is (i) also added for the benefit of the Refinanced Debt, in which case such terms may be incorporated into this Agreement (or any other applicable Loan Document) for the benefit of Other the Refinanced Debt without further amendment or consent requirements or (ii) only applicable after the maturity of the Refinanced Debt); (v) the proceeds of such Permitted Credit Agreement Refinancing Debt shall be applied, substantially concurrently with the incurrence thereof, to the prepayment of outstanding Term Loans or reduction of Revolving Commitments being so Refinanced (and repayment of Revolving Loans and (y) an integral multiple of $5,000,000 in excess thereof.outstanding thereunder); and (bvi) shall not be secured by any assets other than the Collateral and shall not be guaranteed by any person other than the Borrowers and the Guarantors. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Subsection 6.2 Section 5.2 (unless waived by the Lenders providing such Permitted Credit Agreement Refinancing Debt) and, to the extent reasonably requested by the Administrative AgentRefinancing Arranger, receipt by the Administrative Agent Refinancing Arranger of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Subsection 6.1 Section 5.1 (other than changes to such legal opinions resulting from a change in law, change in fact facts or change changes to counsel’s form of opinion). Any Refinancing Amendment may provide for the issuance of Letters of Credit for the account of the Parent Borrower, Borrower Representative or the provision to the Parent Borrower of Swingline Loansany Restricted Subsidiary, 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 Swingline Loans under the CommitmentsRevolving Commitments subject to the approval of the Issuing Lenders. (cb) The Administrative Agent Refinancing Arranger 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 Permitted Credit Agreement Refinancing Indebtedness Debt 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). The Lenders hereby irrevocably authorize the Administrative Agent to enter into any . (c) Any Refinancing Amendment to may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents and such technical amendments as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent Refinancing Arranger and the Borrower Representative, in consultation with the Administrative Agent, to effect the provisions of this Subsection 6.1Section. In addition, if so provided in the relevant Refinancing Amendment and with the consent of each Issuing Lender, participations in Letters of Credit expiring on or after the then-existing Revolving Maturity Termination Date shall be reallocated on such date 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 Commitmentsrevolving commitments, be deemed to be participation interests in respect of such Commitments revolving commitments and the terms of such participation interests (including, without limitation, including the commission applicable thereto) shall be adjusted accordingly. (d) Notwithstanding anything to the contrary in this Agreement, this Section 2.26 shall supersede any provisions in Sections 2.17 or 11.1 to the contrary and the Borrowers and the Administrative Agent may amend Section 2.17 to implement any Refinancing Amendment. (e) If the Refinancing Arranger is not the Administrative Agent, the actions authorized to be taken by the Refinancing Arranger herein shall be done in consultation with the Administrative Agent and, with respect to the preparation of any documentation necessary or appropriate to carry out the provisions of this Section 2.26 (including amendments to this Agreement and the other Loan Documents), any comments to such documentation reasonably requested by the Administrative Agent shall be reflected therein.

Refinancing Amendments. (a) So long as no Default or Event of Default exists or would arise therefrom, at At any time after the Closing Date, the Borrowers Borrower may obtain, from any Lender or any Additional Lender, Credit Agreement Refinancing Indebtedness in respect of (i) all or any portion of the Facility Term Loans then outstanding under this Agreement (which for purposes of this clause (ai) will be deemed to include any then outstanding Other Term Loans) or (wii) 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, (x) Accordion Loans or Other Term Loans, Commitments or (y) Other Revolving Credit Loans and (z) Loans provided against the Accordion Revolving Commitments, but will exclude the commitments in respect of the Last-Out Tranche unless (1) the Loans comprising the Last-Out Tranche are the only Loans outstanding and (2) the Commitments for the or Other Revolving Credit Facility (excluding the Last-Out Tranche) have been terminated) Commitments and, in the form of each case, pursuant to a Refinancing Amendment; provided that such Credit Agreement Refinancing Indebtedness (i) one will be unsecured or more Other Term will rank pari passu or junior (and subordinate) in right of payment and of security with the other Loans or Other Term Loan Commitmentsand Commitments hereunder, (ii) one or more will have such pricing and optional prepayment terms as may be agreed by the Borrower and the Lenders thereof, (iii) (x) with respect to any Other Revolving Credit Loans or Other Revolving Credit Commitments, will have a maturity date that is not prior to the maturity date of Loans (or unused Commitments) being refinanced and (iiiy) in with respect to any Other Term Loans or Other Term Commitments, will have a maturity date that is not prior to the case of maturity date of, and will have a Weighted Average Life to Maturity that is not shorter than, the Last-Out TrancheLoans being refinanced and (iv) will have terms and conditions (other than pricing, optional prepayment and subordination terms) that are, taken as a new “first-inwhole, last-out” tranche, as not materially more favorable to the case may be, in each case pursuant to a Refinancing Amendment. Each Tranche of investors providing such Credit Agreement Refinancing Indebtedness incurred under this Subsection 2.7 shall be in an aggregate principal amount than, the Refinanced Debt (except for covenants or other provisions applicable exclusively to periods commencing after the Latest Maturity Date at the time such Indebtedness is incurred); provided, further, that the terms and conditions applicable to such 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 that is (x) not less than $15,000,000 in effect on the case of Other Term Loans date such Credit Agreement Refinancing Indebtedness is issued, incurred or $15,000,000 in the case of Other Revolving Loans and (y) an integral multiple of $5,000,000 in excess thereof. (b) obtained. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Subsection 6.2 Section 4.02 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Subsection 6.1 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 opinionopinion reasonably satisfactory to 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 for the account of the Parent BorrowerCredit, or the provision to the Parent Borrower of Swingline 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 Swingline Swing Line Loans under the Revolving Credit Commitments. (c) . The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans, Other Revolving Credit Loans, Other Revolving Credit Commitments and/or Other Term Commitments). The Lenders hereby irrevocably authorize the Administrative Agent to enter into any Any Refinancing Amendment to may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents and such technical amendments as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower RepresentativeBorrower, to effect the provisions of this Subsection 6.1Section. In addition, if so provided in the relevant Refinancing Amendment and with the consent of each Issuing LenderL/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 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 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 thereto) shall be adjusted accordingly. (b) This Section 2.15 shall supersede any provisions in Section 2.13 or Section 11.01 to the contrary.

Refinancing Amendments. (a) So long as no Default Notwithstanding anything to the contrary in this Agreement, the Borrower may by written notice to the Administrative Agent establish one or Event more additional tranches of Default exists term loans under this Agreement (such loans, “Refinancing Term Loans”), all proceeds of which are used to refinance in whole or would arise therefromin part any Class of Term Loans pursuant to Section 2.08(c). Each such notice shall specify the date (each, at any time a “Refinancing Effective Date”) on which the Borrower proposes that the Refinancing Term Loans shall be made, which shall be a date not less than five (5) Business Days after the Closing Datedate on which such notice is delivered to the Administrative Agent (or such shorter period agreed to by the Administrative Agent in its sole discretion); provided, the Borrowers may obtain, from any Lender or any Additional Lender, Credit Agreement Refinancing Indebtedness in respect of the Facility (which for purposes of this clause (a) will be deemed to include any then outstanding (w) Other Term Loans, (x) Accordion Term Loans, (y) Other Revolving Credit Loans and (z) Loans provided against the Accordion Revolving Commitments, but will exclude the commitments in respect of the Last-Out Tranche unless (1) the Loans comprising the Last-Out Tranche are the only Loans outstanding and (2) the Commitments for the Revolving Credit Facility (excluding the Last-Out Tranche) have been terminated) in the form of that: (i) one or more Other before and after giving effect to the Borrowing of such Refinancing Term Loans or Other Term Loan Commitments, (ii) one or more Other Revolving Credit Loans or Other Revolving Credit Commitments, or (iii) in the case of the Last-Out Tranche, a new “first-in, last-out” tranche, as the case may be, in each case pursuant to a Refinancing Amendment. Each Tranche of Credit Agreement Refinancing Indebtedness incurred under this Subsection 2.7 shall be in an aggregate principal amount that is (x) not less than $15,000,000 in the case of Other Term Loans or $15,000,000 in the case of Other Revolving Loans and (y) an integral multiple of $5,000,000 in excess thereof. (b) The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of Refinancing Effective Date each of the conditions set forth in Subsection 6.2 Section 4.02 shall be satisfied; (ii) the final maturity date of the Refinancing Term Loans shall be no earlier than the maturity date of the refinanced Term Loans; (iii) the Weighted Average Life to Maturity of such Refinancing Term Loans shall be no shorter than the then-remaining Weighted Average Life to Maturity of the refinanced Term Loans; (iv) the aggregate principal amount of the Refinancing Term Loans shall not exceed the outstanding principal amount of the refinanced Term Loans plus amounts used to pay fees, expenses, commissions, underwriting discounts and premiums and accrued interest associated therewith; (v) all other terms applicable to such Refinancing Term Loans (other than provisions relating to original issue discount, upfront fees, interest rates and any other pricing terms (optional prepayment or mandatory prepayment or redemption terms shall be as agreed between the Borrower and the Lenders providing such Refinancing Term Loans) taken as a whole shall (as determined by the Borrower in good faith) be substantially similar to, or no more restrictive to the Borrower and its Restricted Subsidiaries than, the terms, taken as a whole, applicable to the Term Loans being refinanced (except to the extent such covenants and other terms apply solely to any period after the Latest Maturity Date or are otherwise reasonably acceptable to the Administrative Agent); (vi) there shall be no borrower (other than the Borrower) and no guarantors (other than the Guarantors) in respect of such Refinancing Term Loans; (vii) Refinancing Term Loans shall not be secured by any asset of the Borrower and its subsidiaries other than the Collateral; (viii) Refinancing Term Loans may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) in any mandatory prepayments (other than as provided otherwise in the case of such prepayments pursuant to Section 2.08(c)) hereunder, as specified in the applicable Refinancing Amendment; and (ix) Refinancing Term Loans shall not at any time have (x) any financial maintenance covenants of a different type than the Financial Covenants, or any financial maintenance covenants that are more restrictive than the Financial Covenants or (y) negative covenants and/or default provisions that, taken as a whole, are materially more restrictive than those applicable to the Revolving Facility as determined in good faith by the Borrower unless, in each of clauses (x) and (y) such terms (I) (if favorable to all then existing Lenders) are, in consultation with the Administrative Agent, incorporated into this Agreement for the benefit of all then existing Lenders (without further amendment requirements) for so long as any such Refinancing Term Loans are outstanding or (II) become applicable only after the Revolving Facility shall have matured or been terminated. (b) The Borrower may approach any Lender or any other person that would be a permitted assignee pursuant to Section 9.05 to provide all or a portion of the Refinancing Term Loans; provided, that any Lender offered or approached to provide all or a portion of the Refinancing Term Loans may elect or decline, in its sole discretion, to provide a Refinancing Term Loan. Any Refinancing Term Loans made on any Refinancing Effective Date shall be designated an additional Class of Term Loans for all purposes of this Agreement; provided, further, that any Refinancing Term Loans may, to the extent reasonably requested by provided in the Administrative Agent, receipt by the Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Subsection 6.1 (other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion). Any applicable Refinancing Amendment may provide for the issuance governing such Refinancing Term Loans, be designated as an increase in any previously established Class of Letters of Credit for the account of the Parent Borrower, or the provision Term Loans made to the Parent Borrower of Swingline 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 Swingline Loans under the CommitmentsBorrower. (c) The Administrative Agent shall promptly notify each Lender as Notwithstanding anything to the effectiveness of each Refinancing Amendment. Each of contrary in this Agreement, the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended Borrower may by written notice 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). The Lenders hereby irrevocably authorize the Administrative Agent to enter into any Refinancing Amendment to effect such amendments to this Agreement establish one or more additional Facilities (“Replacement Revolving Facilities”) providing for revolving commitments (“Replacement Revolving Facility Commitments” and the other Loan Documents and revolving loans thereunder, “Replacement Revolving Loans”), which replace in whole or in part any Class of Revolving Commitments under this Agreement. Each such technical amendments as may notice shall specify the date (each, a “Replacement Revolving Facility Effective Date”) on which the Borrower proposes that the Replacement Revolving Facility Commitments shall become effective, which shall be necessary or appropriate, in a date not less than five (5) Business Days after the reasonable opinion of date on which such notice is delivered to the Administrative Agent and (or such shorter period agreed to by the Borrower Representative, to effect the provisions of this Subsection 6.1. In addition, if so provided Administrative Agent in the relevant Refinancing Amendment and with the consent of each Issuing Lender, participations in Letters of Credit expiring on or after the Revolving Maturity Date shall be reallocated from Lenders holding Commitments to Lenders holding extended revolving commitments in accordance with the terms of such Refinancing Amendmentits reasonable discretion); provided, however, that such participation interests shall, upon receipt thereof by the relevant Lenders holding Commitments, be deemed to be participation interests in respect of such Commitments and the terms of such participation interests (including, without limitation, the commission applicable thereto) shall be adjusted accordingly.that:

Refinancing Amendments. (a) So long as no Default or Event of Default exists or would arise therefrom, at At any time after the Closing Date, the Borrowers may obtain, from any Lender or any Additional Lender, Permitted Credit Agreement Refinancing Indebtedness Debt in respect of all or any portion of the Facility Term Loans then outstanding under this Agreement (which for purposes of this clause (a) will be deemed to include any then outstanding (w) Other Term Loans, (x) Accordion Term Loans, (y) Other Revolving Credit Loans and (z) Loans provided against the Accordion Revolving Commitments, but will exclude the commitments in respect of the Last-Out Tranche unless (1) the Loans comprising the Last-Out Tranche are the only Loans outstanding and (2) the Commitments for the Revolving Credit Facility (excluding the Last-Out Tranche) have been terminated) in the form of (i) one or more Other Term Loans or Other Term Loan Commitments, (ii) one or more Other Revolving Credit Loans or Other Revolving Credit Commitments, or (iii) in the case of the Last-Out Tranche, a new “first-in, last-out” tranche, as the case may be, in each case Commitments pursuant to a Refinancing Amendment. Each Tranche of ; provided that such Permitted Credit Agreement Refinancing Indebtedness incurred under this Subsection 2.7 Debt: (i) will rank pari passu in right of payment and of security with the other Loans and Commitments hereunder; (ii) will have such pricing, premiums, optional prepayment terms and financial covenants as may be agreed by the Borrowers and the Lenders thereof; (iii) 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 Loans being Refinanced; (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 Lenders or Additional Lenders providing such Permitted Credit Agreement Refinancing Debt than, the Refinanced Debt; and (v) the proceeds of such Permitted Credit Agreement Refinancing Debt shall be in an aggregate principal amount applied, substantially concurrently with the incurrence thereof, to the prepayment of outstanding Term Loans being so Refinanced; provided, further, that the terms and conditions applicable to such Permitted Credit Agreement Refinancing Debt may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrowers and the Lenders thereof and applicable only during periods after the Latest Maturity Date that is (x) not less than $15,000,000 in effect on the case of Other Term Loans date such Permitted Credit Agreement Refinancing Debt is issued, incurred or $15,000,000 in the case of Other Revolving Loans and (y) an integral multiple of $5,000,000 in excess thereof. (b) obtained. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Subsection 6.2 Section 4.2 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Subsection 6.1 (other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion). Any Refinancing Amendment may provide for the issuance of Letters of Credit for the account of the Parent Borrower, or the provision to the Parent Borrower of Swingline Loans, pursuant to any Other Revolving Credit Commitments established thereby, in each case on terms substantially equivalent to the terms applicable to Letters of Credit and Swingline Loans under the CommitmentsSection 4.1. (cb) 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 Permitted Credit Agreement Refinancing Indebtedness Debt 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 Loans and/or Other Term Commitments). The Lenders hereby irrevocably authorize the Administrative Agent to enter into any . (c) Any Refinancing Amendment to may, without the consent of any other Lenders, effect such amendments to this Agreement, any Intercreditor Agreement (or to effect a replacement of any Intercreditor Agreement) and the other Loan Documents and such technical amendments as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower RepresentativeBorrowers, to effect the provisions of this Subsection 6.1. In additionSection 2.20. (d) Notwithstanding anything to the contrary in this Agreement, if so provided this Section 2.20 shall supersede any provisions in Sections 2.12 or 10.1 to the relevant Refinancing Amendment contrary and with the consent of each Issuing Lender, participations in Letters of Credit expiring on or after Borrowers and the Revolving Maturity Date shall be reallocated from Lenders holding Commitments Administrative Agent may amend Section 2.12 to Lenders holding extended revolving commitments in accordance with the terms of such implement any Refinancing Amendment; provided, however, that such participation interests shall, upon receipt thereof by the relevant Lenders holding Commitments, be deemed to be participation interests in respect of such Commitments and the terms of such participation interests (including, without limitation, the commission applicable thereto) shall be adjusted accordingly.

Refinancing Amendments. (a) So long as no Default or Event of Default exists or would arise therefrom, at At any time after the Closing Effective Date, the Borrowers Parent Borrower may obtain, from any Lender or any Additional Lender, Credit Agreement Refinancing Indebtedness in respect of (a) all or any portion of the Facility Term Loans then outstanding under this Agreement (which for purposes of this clause (a) will be deemed to include any then outstanding (w) Other Term Loans, ) or (xb) Accordion Term Loans, all or any portion of the Revolving Loans (yor unused Revolving Commitments) under this Agreement (which for purposes of this clause (b) will be deemed to include any then outstanding Other Revolving Credit Loans and (z) Loans provided against the Accordion Other Revolving Commitments), but will exclude the commitments in respect of the Last-Out Tranche unless (1) the Loans comprising the Last-Out Tranche are the only Loans outstanding and (2) the Commitments for the Revolving Credit Facility (excluding the Last-Out Tranche) have been terminated) in the form of (ix) one or more Other Term Loans or Other Term Loan Commitments, Commitments or (iiy) one or more Other Revolving Credit Loans or Other Revolving Credit Commitments, or (iii) in the case of the Last-Out Tranche, a new “first-in, last-out” tranche, as the case may be, in each case pursuant to a Refinancing Amendment. Each Tranche of ; provided that such Credit Agreement Refinancing Indebtedness incurred under this Subsection 2.7 shall (i) will have such pricing and optional prepayment terms as may be in an aggregate principal amount that is agreed by the Borrower and the Lenders thereof, (ii) (x) with respect to any Other Revolving Loans or Other Revolving Commitments, will have a maturity date that is not less than $15,000,000 in prior to the case maturity date of Revolving Loans (or unused Revolving Commitments) being refinanced and (y) with respect to any Other Term Loans or $15,000,000 in Other Term Commitments, will have a maturity date that is not prior to the maturity date of the Term Loans being refinanced, and (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 of Other Revolving Loans may be; provided further that the terms and (y) an integral multiple of $5,000,000 conditions applicable to such 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 that is in excess thereof. (b) effect on the date such Credit Agreement Refinancing Indebtedness is issued, incurred or obtained. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Subsection 6.2 Section 4.02 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Effective Date under Subsection 6.1 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 opinionopinion 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 Credit 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. (c) . The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans, Other Revolving Credit Loans, Other Revolving Credit Commitments and/or Other Term Commitments). The Lenders hereby irrevocably authorize the Administrative Agent to enter into any Any Refinancing Amendment to may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents and such technical amendments as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower RepresentativeParent Borrower, to effect the provisions of this Subsection 6.1Section. In addition, if so provided in the relevant Refinancing Amendment and with the consent of each Issuing LenderBank, 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 thereto) shall be adjusted accordingly. (b) This Section 2.21 shall supersede any provisions in Section 2.18 or Section 9.02 to the contrary.

Refinancing Amendments. (a) So long as no Default or Event of Default exists or would arise therefrom, at At any time after the Closing Effective Date, the Borrowers Borrower may obtain, from any Lender or any Additional Lender, Credit Agreement Refinancing Indebtedness in respect of (a) all or any portion of the Facility Term Loans then outstanding under this Agreement (which for purposes of this clause (a) will be deemed to include any then outstanding (w) Other Term Loans, ) or (xb) Accordion Term Loans, all or any portion of the Revolving Loans (yor unused Revolving Commitments) under this Agreement (which for purposes of this clause (b) will be deemed to include any then outstanding Other Revolving Credit Loans and (z) Loans provided against the Accordion Other Revolving Commitments), but will exclude the commitments in respect of the Last-Out Tranche unless (1) the Loans comprising the Last-Out Tranche are the only Loans outstanding and (2) the Commitments for the Revolving Credit Facility (excluding the Last-Out Tranche) have been terminated) which may be in the form of (ix) one or more Other Term Loans or Other Term Loan Commitments, Commitments or (iiy) one or more Other Revolving Credit Loans or Other Revolving Credit Commitments, or (iii) in the case of the Last-Out Tranche, a new “first-in, last-out” tranche, as the case may be, in each case pursuant to a Refinancing Amendment; provided that such Credit Agreement Refinancing Indebtedness (i) will have such pricing and optional prepayment terms as may be agreed by the Borrower and the Lenders thereof, (ii) (x) with respect to any Other Revolving Loans or Other Revolving Commitments, will have a maturity date that 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 earlier of the maturity date of the Term Loans being refinanced and the 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 (iv) 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 Tranche Class of Credit Agreement Refinancing Indebtedness incurred under this Subsection 2.7 Section 2.21 shall be in an aggregate principal amount that is (x) not less than $15,000,000 5,000,000 in the case of Other Term Loans or $15,000,000 5,000,000 in the case of Other Revolving Loans and (y) an integral multiple of $5,000,000 1,000,000 in excess thereof. thereof (b) The effectiveness of any Refinancing Amendment shall be subject to in each case unless the satisfaction on the date thereof of each of the conditions set forth in Subsection 6.2 and, to the extent reasonably requested by the Administrative Agent, receipt by Borrower and the Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Subsection 6.1 (other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinionotherwise agree). Any Refinancing Amendment may provide for the issuance of Letters of Credit for the account of the Parent Borrower, or the provision to the Parent Borrower of Swingline Loans, pursuant to any Other Revolving Credit Commitments established thereby, in each case on terms substantially equivalent to the terms applicable to Letters of Credit and Swingline Loans under the Revolving Commitments. (c) . The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans, Other Revolving Credit Loans, Other Revolving Credit Commitments and/or Other Term Commitments). The Lenders hereby irrevocably authorize the Administrative Agent to enter into any Any Refinancing Amendment to may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents and such technical amendments as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower RepresentativeBorrower, to effect the provisions of this Subsection 6.1Section. In addition, if so provided in the relevant Refinancing Amendment and with the consent of each Issuing LenderBank, 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 thereto) shall be adjusted accordingly. (b) Notwithstanding anything to the contrary, this Section 2.21 shall supersede any provisions in Section 2.18 or Section 9.02 to the contrary.

Refinancing Amendments. (a) So long as no Default or Event of Default exists or would arise therefrom, at At any time after the Closing Date, the Borrowers Borrower may obtain, from any Lender or any Additional Lender, Credit Agreement Refinancing Indebtedness in respect of the Facility (which for purposes of this clause (a) will be deemed to include any then outstanding (w) Other Term Loans, (x) Accordion Term Loans, (y) Other Revolving Credit Loans and (z) Loans provided against the Accordion Revolving Commitments, but will exclude the commitments in respect of the Last-Out Tranche unless (1) the Loans comprising the Last-Out Tranche are the only Loans outstanding and (2) the Commitments for the Revolving Credit Facility (excluding the Last-Out Tranche) have been terminated) in the form of (i) one or more 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, (ii) one or more Other Revolving Credit Loans or Other Revolving Credit Commitments, or (iii) in the case of the Last-Out Tranche, a new “first-in, last-out” tranche, as the case may be, in each case 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. (b) Each Tranche Class of Credit Agreement Refinancing Indebtedness Other Term Loan Commitments and Other Term Loans incurred under this Subsection 2.7 Section 2.13 shall be in an aggregate principal amount that is (x) not less than $15,000,000 in the case of Other Term Loans 20,000,000 (or $15,000,000 in the case of Other Revolving Loans and (y) an integral multiple of $5,000,000 in excess thereof. (b) The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Subsection 6.2 and, to the extent reasonably requested by the Administrative Agent, receipt by such lesser amount as the Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Subsection 6.1 (other than changes to such legal opinions resulting from a change may determine in law, change in fact or change to counsel’s form of opinionits sole discretion). Any Refinancing Amendment may provide for the issuance of Letters of Credit for the account of the Parent Borrower, or the provision to the Parent Borrower of Swingline Loans, pursuant to any Other Revolving Credit Commitments established thereby, in each case on terms substantially equivalent to the terms applicable to Letters of Credit and Swingline Loans under the Commitments. (c) The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Credit Agreement Refinancing Indebtedness Other Term Loan Commitments and Other Term Loans 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 Loans and/or Other Term Loan Commitments as Loans and Commitments). The Lenders hereby irrevocably authorize the Administrative Agent to enter into any Any Refinancing Amendment to may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents and such technical amendments as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower RepresentativeBorrower, to effect the provisions of this Subsection 6.1Section 2.13. (c) This Section 2.13 shall supersede any provisions in Section 2.10, 2.11 or 10.01 to the contrary. In additionFor the avoidance of doubt, if so provided in any of the relevant Refinancing Amendment and provisions of this Section 2.13 may be amended with the consent of the Required Lenders. For the avoidance of doubt, no Refinancing Amendment shall effect any amendments that would require the consent of each Issuing Lenderaffected Lender or all Lenders pursuant to the proviso in the first paragraph of Section 10.01, participations in Letters of Credit expiring on unless each such Lender has, or after all such Lenders have, as the Revolving Maturity Date case may be, given its or their consent to such amendment. No Lender shall be reallocated from Lenders holding Commitments under any obligation to Lenders holding extended revolving commitments in accordance with the terms of provide any Other Term Loan Commitment unless such Lender executes a Refinancing Amendment; provided, however, that such participation interests shall, upon receipt thereof by the relevant Lenders holding Commitments, be deemed to be participation interests in respect of such Commitments and the terms of such participation interests (including, without limitation, the commission applicable thereto) shall be adjusted accordingly.

Refinancing Amendments. (a) So long as no Default On one or Event of Default exists or would arise therefrom, at any time more occasions after the Closing Effective Date, the applicable Borrowers may obtain, from any Lender or any Additional Refinancing Lender, Credit Agreement Refinancing Indebtedness in respect of the Facility all or any portion of any Class or Classes of Term Loans and Revolving Credit Loans (or unused Revolving Credit Commitments) then outstanding under this Agreement (which for purposes of this clause (a) will be deemed to include any then outstanding (w) Other Term Loans, (x) Accordion Incremental Term Loans Extended Term Loans, (y) Replacement Term Loans, Incremental Revolving Loans, Incremental Revolving Credit Commitments, Other Revolving Credit Loans and (z) Loans provided against the Accordion Revolving CommitmentsLoans, but will exclude the commitments in respect of the Last-Out Tranche unless (1) the Loans comprising the Last-Out Tranche are the only Loans outstanding and (2) the Commitments for the Other Revolving Credit Facility (excluding the Last-Out Tranche) have been terminated) Commitments and Extended Revolving Credit Commitments of a given Extension Series), in the form of (i) one or more Other Term Loans or Loans, Other Term Loan Commitments, (ii) one Other Revolving Credit Commitments or more Other Revolving Credit Loans pursuant to a Refinancing Amendment; provided that Lenders shall not be obligated to provide such Credit Agreement Refinancing Indebtedness; provided further that notwithstanding anything to the contrary in this Section 2.15 or otherwise, with respect to Revolving Credit Commitments and Other Revolving Credit Commitments available to the same Borrowers and in the same currencies, (1) the borrowing and repayment (except for (A) payments of interest and fees at different rates on such Other Revolving Credit Commitments (and related outstandings), (B) repayments required upon the Maturity Date of such 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 such Other Revolving Credit Commitments after the date of obtaining any Other Revolving Credit Commitments shall be made on a pro rata basis with the Revolving Credit Commitments available to the same Borrowers and in the same currencies as such Other Revolving Credit Commitments, (2) subject to the provisions of Section 2.03(m) and 2.04(g) to the extent dealing with Swing Line Loans and Letters of Credit which mature or (iii) expire after a Maturity Date when there exist Extended 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 the case accordance with their percentage of the Last-Out TrancheU.S. Revolving Credit Commitments (and except as provided in Section 2.03(m) and Section 2.04(g), a new “first-in, last-out” tranche, as the case may be, in each case pursuant without giving effect to a Refinancing Amendment. Each Tranche changes thereto on an earlier Maturity Date with respect to Swing Line Loans and Letters of Credit Agreement Refinancing Indebtedness theretofore incurred under this Subsection 2.7 or issued), (3) 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 in an aggregate principal amount made on a pro rata basis with all other Revolving Credit Commitments, except that is the Borrowers shall be permitted to permanently repay and terminate commitments of any such Class on a greater than a pro rata basis as compared to any other Class with a later Maturity Date than such Class and (x4) not less than $15,000,000 in the case of Other Term Loans or $15,000,000 in the case assignments and participations of Other Revolving Credit Commitments and Other Revolving Credit Loans shall be governed by the same assignment and (y) an integral multiple of $5,000,000 in excess thereof.participation provisions applicable to Revolving Credit Commitments and Revolving Credit Loans (b) The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Subsection 6.2 Section 4.02 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) customary legal opinions, board resolutions, resolutions and officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Effective Date under Subsection 6.1 (conformed as appropriate) other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion). Any opinion reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Credit Agreement Refinancing Amendment may provide for Indebtedness is provided with the issuance of Letters of Credit for the account benefit of the Parent Borrower, or the provision to the Parent Borrower of Swingline Loans, pursuant to any Other Revolving applicable Credit Commitments established thereby, in each case on terms substantially equivalent to the terms applicable to Letters of Credit and Swingline Loans under the CommitmentsDocuments. (c) The Administrative Agent Each issuance of Credit Agreement Refinancing Indebtedness under Section 2.15(a) shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. be in an aggregate Dollar Equivalent amount that is not less than $25,000,000. (d) Each of the parties hereto hereby agrees that, upon that this Agreement and the effectiveness of any other Credit Documents may be amended pursuant to a Refinancing Amendment, this Agreement shall be deemed amended without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto and (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans, Other Revolving Credit Loans, Other Revolving Credit Commitments and/or Other Term Commitments). The Lenders hereby irrevocably authorize the Administrative Agent to enter into any Refinancing Amendment to ii) effect such other amendments to this Agreement and the other Loan Credit Documents and such technical amendments as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower RepresentativeParent Borrower, to effect the provisions of this Subsection 6.1Section 2.15, and the Required Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment. (e) This Section 2.15 shall supersede any provisions in Sections 2.12, 2.13 or 10.01 to the contrary. In additionFor the avoidance of doubt, if so provided in any of the relevant Refinancing Amendment and provisions of Section 2.15 may be amended with the consent of each Issuing Lender, participations in Letters of Credit expiring on or after the Revolving Maturity Date shall be reallocated from Lenders holding Commitments to Lenders holding extended revolving commitments in accordance with the terms of such Refinancing Amendment; provided, however, that such participation interests shall, upon receipt thereof by the relevant Lenders holding Commitments, be deemed to be participation interests in respect of such Commitments and the terms of such participation interests (including, without limitation, the commission applicable thereto) shall be adjusted accordinglyRequired Lenders.

Refinancing Amendments. (a) So long as no Default On one or Event of Default exists or would arise therefrom, at any time more occasions after the Closing Date, the Borrowers Borrower may obtain, from any Lender or any Additional Refinancing Lender, Credit Agreement Refinancing Indebtedness in respect to refinance or replace all or any portion of the Facility Term Loans and the Revolving Credit Loans (or unused Revolving Credit Commitments) then outstanding under this Agreement (which for all purposes of this clause (a) will be deemed to include any then outstanding (w) Other Term Loans, (x) Accordion Incremental Term Loans, (y) Other Revolving Credit Loans and (z) Loans provided against the Accordion Revolving Commitments, but will exclude the commitments in respect of the Last-Out Tranche unless (1) the Loans comprising the Last-Out Tranche are the only Loans outstanding and (2) the Commitments for the or Other Revolving Credit Facility (excluding the Last-Out Tranche) have been terminated) Loans), in the form of (i) one or more Other Term Loans or Loans, Other Term Loan Commitments, (ii) one or more Other Revolving Credit Loans or Other Revolving Credit Commitments, or (iii) in the case of the Last-Out Tranche, a new “first-in, last-out” tranche, as the case may be, in each case Other Revolving Credit Loans pursuant to a Refinancing Amendment. Each Tranche of Credit Agreement Refinancing Indebtedness incurred under ; provided that notwithstanding anything to the contrary in this Subsection 2.7 shall be in an aggregate principal amount that is Section 2.16 or otherwise, (xi) not less than $15,000,000 in the case of Other Term Loans or $15,000,000 and Other Revolving Credit Loans shall rank pari passu in right of payment and of security with the case Term Loans and Revolving Credit Loans, respectively, (ii) the Other Term Loans shall not mature earlier than the Maturity Date with respect to the Term Loans being refinanced and shall have a Weighted Average Life to Maturity 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 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 (y) an integral multiple of $5,000,000 in excess thereofexcept for covenants or other provisions applicable only to periods after the Latest Maturity Date). (b) The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Subsection 6.2 Section 4.01 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) customary legal opinions, board resolutions, resolutions and officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Subsection 6.1 (other than changes to such legal opinions opinion resulting from a change in law, change in fact or change to counsel’s form of opinion). Any Refinancing Amendment opinion reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents (which may provide for be on a post-closing basis if agreed to by the issuance of Letters of Credit for Administrative Agent in its sole discretion) as may be reasonably requested by the account Administrative Agent in order to ensure that such Indebtedness is provided with the benefit of the Parent Borrower, or the provision to the Parent Borrower of Swingline Loans, pursuant to any Other Revolving Credit Commitments established thereby, in each case on terms substantially equivalent to the terms applicable to Letters of Credit and Swingline Loans under the CommitmentsLoan Documents. (c) The Administrative Agent Each issuance of Indebtedness under Section 2.16(a) shall promptly notify each Lender as to the effectiveness be in an aggregate principal amount that is (x) not less than $10,000,000 and (y) an integral multiple of each Refinancing Amendment. $1,000,000 in excess thereof. (d) Each of the parties hereto hereby agrees that, upon that this Agreement and the effectiveness of any other Loan Documents may be amended pursuant to a Refinancing Amendment, this Agreement shall be deemed amended without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto and (including any amendments necessary ii)make such other changes to treat this Agreement and the Loans other Loan Documents consistent with the provisions and Commitments subject thereto as Other Term Loans, Other Revolving Credit Loans, Other Revolving Credit Commitments and/or Other Term Commitments). The intent of the third paragraph of Section 10.01 (without the consent of the Required Lenders hereby irrevocably authorize the Administrative Agent to enter into any Refinancing Amendment to called for therein) and (iii) effect such other amendments to this Agreement and the other Loan Documents and such technical amendments as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower RepresentativeBorrower, to effect the provisions of this Subsection 6.1. In additionSection 2.16, if so provided in and the relevant Refinancing Amendment and with Required Lenders hereby expressly authorize the consent of each Issuing Lender, participations in Letters of Credit expiring on or after the Revolving Maturity Date shall be reallocated from Lenders holding Commitments Administrative Agent to Lenders holding extended revolving commitments in accordance with the terms of enter into any such Refinancing Amendment; provided, however, that such participation interests shall, upon receipt thereof by the relevant Lenders holding Commitments, be deemed to be participation interests in respect of such Commitments and the terms of such participation interests (including, without limitation, the commission applicable thereto) shall be adjusted accordingly.

Refinancing Amendments. (a) So long as no Default or Event of Default exists or would arise therefrom, at At any time after the Closing Date, the Borrowers Borrower may obtain, from any Lender or any Additional Lender (provided, 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 such Additional Lender), Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Facility Term Loans (each new term facility, a “Refinancing Term Facility”) or 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 clause (aSection 2.20(a) will be deemed to include any then outstanding (w) Other Loans, Incremental Term Loans, (x) Accordion Extended Term Loans, (y) Other Revolving Credit Loans and (z) Loans provided against the Accordion or Extended Revolving Commitments), but will exclude the commitments in respect of the Last-Out Tranche unless (1) the Loans comprising the Last-Out Tranche are the only Loans outstanding and (2) the Commitments for the Revolving Credit Facility (excluding the Last-Out Tranche) have been terminated) in the form of (i) one or more Other Term Loans or Other Term Loan Commitments, (ii) one or more Other Revolving Credit Loans or Other Revolving Credit Commitments, or (iii) in the case of the Last-Out Tranche, a new “first-in, last-out” tranche, as the case may be, in each case Commitments pursuant to a Refinancing Amendment. Each Tranche of ; provided that (A) such Credit Agreement Refinancing Indebtedness incurred under this Subsection 2.7 shall be will rank pari passu in an aggregate principal amount that is right of payment and pari passu or (x) not less than $15,000,000 in the case of Other Refinancing Term Facilities) junior in right of security with the other Loans and Commitments hereunder, (B) such Credit Agreement Refinancing Indebtedness will have such pricing and optional prepayment terms as may be agreed by the Borrower and the Lenders thereof (provided that if such Refinancing Term Facility ranks pari passu in right of security with the existing Term Loans, such Refinancing Term Facility may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) in any mandatory prepayments hereunder, as specified in the applicable Refinancing Amendment) (provided, however, that any Refinancing Term 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 Loans or Commitments being refinanced, (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 applicable 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, 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 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 required from the Administrative Agent or any Lender to the extent that such financial maintenance covenant is also added for the benefit of Term Loans remaining outstanding after the incurrence or $15,000,000 in issuance of such Refinancing Term Facility or (b) Refinancing Revolving Facility, no consent shall be required from the case Administrative Agent or any Lender to the extent that such financial maintenance covenant is also added for the benefit of Other the Revolving Loans and Revolving Commitments remaining outstanding after the incurrence or issuance of such Refinancing Revolving Facility); provided, further, that (y1) an integral multiple the borrowing and repayment of $5,000,000 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 excess thereof. accordance with their percentage of the Revolving Commitments, (b3) 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 to all other Revolving Loans and Revolving Commitments. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each consent of the conditions set forth in Subsection 6.2 and, Issuing Bank to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date required under Subsection 6.1 (other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinionSection 10.4(b)(i)(C). Any Refinancing Amendment may provide for the issuance of Letters Each Class of Credit for the account of the Parent Borrower, or the provision to the Parent Borrower of Swingline Loans, pursuant to any Other Revolving Credit Commitments established thereby, Agreement Refinancing Indebtedness incurred under this Section 2.20(a) shall be in each case on terms substantially equivalent to the terms applicable to Letters of Credit and Swingline Loans under the Commitments. (c) 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. . (b) Each of the parties hereto hereby agrees that, upon that this Agreement and the effectiveness of any other Loan Documents may be amended pursuant to a Refinancing Amendment, this Agreement shall be deemed amended without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto and (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans, Other Revolving Credit Loans, Other Revolving Credit Commitments and/or Other Term Commitments). The Lenders hereby irrevocably authorize the Administrative Agent to enter into any Refinancing Amendment to ii) effect such other amendments to this Agreement and the other Loan Documents and such technical amendments as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower RepresentativeBorrower, to effect the provisions of this Subsection 6.1. In additionSection 2.20, if so provided in and the relevant Refinancing Amendment and with Required Lenders hereby expressly authorize the consent of each Issuing Lender, participations in Letters of Credit expiring on or after the Revolving Maturity Date shall be reallocated from Lenders holding Commitments Administrative Agent to Lenders holding extended revolving commitments in accordance with the terms of enter into any such Refinancing Amendment; provided. Without limiting the foregoing, howeverin connection with any Refinancing Amendment, to the extent reasonably requested by the Collateral Agent, the respective Loan Parties shall (at their expense) amend (and the Collateral Agent is hereby directed to amend) any Mortgage that has a maturity date prior to the Latest Maturity Date after giving effect to such Refinancing Amendment so that such participation interests shallmaturity date is extended to the then Latest Maturity Date (or such later date as may be advised by local counsel to the Collateral Agent). (c) This Section 2.20 shall supersede any provisions in Section 2.14, upon receipt thereof by 2.15 or 10.08 to the relevant Lenders holding Commitments, be deemed to be participation interests in respect of such Commitments and the terms of such participation interests (including, without limitation, the commission applicable thereto) shall be adjusted accordinglycontrary.

Refinancing Amendments. (a) So long as no Default or Event of Default exists or would arise therefrom, at At any time after the Closing Effective Date, the Borrowers may obtain, from any Lender or any Additional Lender, Credit Agreement Refinancing Indebtedness in respect of (i) all or any portion of the Facility Term Loans then outstanding under this Agreement (which for purposes of this clause (ai) will be deemed to include any then outstanding (w) Other Term Loans), (xii) Accordion Term Loans, all or any portion of the Revolving Loans (yor unused Revolving Commitments) under this Agreement (which for purposes of this clause (ii) will be deemed to include any then outstanding Other Revolving Credit Loans and (z) Loans provided against the Accordion Other Revolving Commitments, but will exclude the commitments in respect of the Last-Out Tranche unless (1) the Loans comprising the Last-Out Tranche are the only Loans outstanding and (2iii) the Commitments for the Revolving Credit Facility (excluding the Last-Out Tranche) have been terminated) all or any portion of Incremental Equivalent Debt, in the form of (ix) one or more Other Term Loans or Other Term Loan Commitments, Commitments or (iiy) one or more Other Revolving Credit Loans or Other Revolving Credit Commitments, or (iii) in the case of the Last-Out Tranche, a new “first-in, last-out” tranche, as the case may be, in each case pursuant to a Refinancing Amendment. Each Tranche of ; provided that such Credit Agreement Refinancing Indebtedness incurred under this Subsection 2.7 (i) will be unsecured or will be secured by the Collateral on a pari passu or junior basis with the Secured Obligations (and if secured, subject to the terms of a Customary Intercreditor Agreement), (ii) will have such pricing and optional prepayment terms as may be agreed by the Borrowers and the Lenders thereof, and (iii) the Net Proceeds of such Credit Agreement Refinancing Indebtedness shall be in an aggregate principal amount that is (x) not less than $15,000,000 in applied, substantially concurrently with the incurrence thereof, to the prepayment of outstanding Term Loans, reduction of Revolving Commitments being so refinanced or the prepayment, satisfaction and discharge or redemption of outstanding Incremental Equivalent Debt, as the case of Other Term Loans or $15,000,000 in the case of Other Revolving Loans and (y) an integral multiple of $5,000,000 in excess thereof. (b) may be. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Subsection 6.2 as agreed between the lenders providing such Credit Agreement Refinancing Indebtedness and the Borrowers and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Effective Date under Subsection 6.1 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 opinionopinion 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 Parent BorrowerRevolving Borrowers, or the provision to the Parent Borrower Revolving Borrowers of Swingline 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 Swingline Loans under the Revolving Commitments. (c) ; 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 Credit Loans, Other Revolving Credit Commitments and/or Other Term Commitments). The Lenders hereby irrevocably authorize the Administrative Agent to enter into any Any Refinancing Amendment to may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents and such technical amendments as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower RepresentativeBorrowers, to effect the provisions of this Subsection 6.1Section 2.20 (including, in connection with an Incremental Revolving Commitment Increase or Additional/Replacement Revolving Commitments, to 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 LenderBank, 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 thereto) shall be adjusted accordingly. (b) This Section 2.20 shall supersede any provisions in Section 2.17 or Section 9.02 to the contrary.

Refinancing Amendments. (a) So long as no Default or Event of Default exists or would arise therefrom, at At any time after the Closing Date, the Borrowers Borrower may obtain, from any Lender or any Additional Lender, Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Facility Term Loans then outstanding under this Agreement (which for purposes of this clause (a) will be deemed to include any then outstanding (w) Other Term Loans), (x) Accordion Term Loans, (y) Other Revolving Credit Loans and (z) Loans provided against the Accordion Revolving Commitments, but will exclude the commitments in respect of the Last-Out Tranche unless (1) the Loans comprising the Last-Out Tranche are the only Loans outstanding and (2) the Commitments for the Revolving Credit Facility (excluding the Last-Out Tranche) have been terminated) in the form of (i) one or more Other Term Loans or Other Loan Term Loan Commitments, (ii) one or more Other Revolving Credit Loans or Other Revolving Credit Commitments, or (iii) in the case of the Last-Out Tranche, a new “first-in, last-out” tranche, as the case may be, in each case pursuant to a Refinancing Amendment. Each Tranche of ; provided that such Credit Agreement Refinancing Indebtedness incurred under this Subsection 2.7 (i) will rank pari passu in right of payment and of security with the other Loans and Commitments hereunder, (ii) will have such pricing and optional prepayment terms as may be agreed by the Borrower and the Lenders thereof, (iii) 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 Loans being refinanced, (iv) subject to clause (ii) above, will have terms and conditions that are substantially identical to, or less favorable to the investors providing such Credit Agreement Refinancing Indebtedness than, the Refinanced Debt and (v) the proceeds of such Credit Agreement Refinancing Indebtedness shall be in an aggregate principal amount applied, substantially concurrently with the incurrence thereof, to the prepayment of outstanding Term Loans being so refinanced; provided further that the terms and conditions applicable to such 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 that is (x) not less than $15,000,000 in effect on the case of Other Term Loans date such Credit Agreement Refinancing Indebtedness is issued, incurred or $15,000,000 in the case of Other Revolving Loans and (y) an integral multiple of $5,000,000 in excess thereof. (b) obtained. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Subsection 6.2 Section 4.02 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Subsection 6.1 (other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion)Section 4.01. Any Refinancing Amendment may provide for the issuance of Letters Each Class of Credit for 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 account case of the Parent Borrower, or the provision to the Parent Borrower Other Term Loans and (y) an integral multiple of Swingline Loans, pursuant to any Other Revolving Credit Commitments established thereby, $1,000,000 in each case on terms substantially equivalent to the terms applicable to Letters of Credit and Swingline Loans under the Commitments. (c) 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, Other Revolving Credit Loans, Other Revolving Credit Commitments Loans and/or Other Term Loan Commitments). The Lenders hereby irrevocably authorize the Administrative Agent to enter into any Any Refinancing Amendment to may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents and such technical amendments as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower RepresentativeBorrower, to effect the provisions of this Subsection 6.1. In addition, if so provided Section. (b) This Section 2.24 shall supersede any provisions in Section 2.14 or Section 11.02 to the relevant Refinancing Amendment and with the consent of each Issuing Lender, participations in Letters of Credit expiring on or after the Revolving Maturity Date shall be reallocated from Lenders holding Commitments to Lenders holding extended revolving commitments in accordance with the terms of such Refinancing Amendment; provided, however, that such participation interests shall, upon receipt thereof by the relevant Lenders holding Commitments, be deemed to be participation interests in respect of such Commitments and the terms of such participation interests (including, without limitation, the commission applicable thereto) shall be adjusted accordinglycontrary.

Refinancing Amendments. (a1) So long as no Default or Event of Default exists or would arise therefrom, at At any time after the Closing Date, the Borrowers 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, Credit Agreement Refinancing Indebtedness in respect of the Facility (which for purposes of this clause ii) Affiliated Lenders may not provide Other Revolving Commitments and (a) will be deemed to include any then outstanding (wiii) Other Term Loans, (x) Accordion Term Loans, (y) Other Revolving Credit Loans and (z) Loans provided against by Affiliated Lenders shall be subject to the Accordion Revolving Commitmentslimitations set forth in Section 10.07(h)), but will exclude the commitments in respect Other Loans to refinance all or any portion of the Last-Out Tranche unless (1) the applicable Class or Classes of Loans comprising the Last-Out Tranche are the only Loans then outstanding and (2) the Commitments for the Revolving Credit Facility (excluding the Last-Out Tranche) have been terminated) in the form of (i) one or more Other Term Loans or under this Agreement which will be made pursuant to Other Term Loan Commitments, (ii) one or more Other Revolving Credit Loans or Other Revolving Credit Commitments, or (iii) in the case of the Last-Out TrancheOther Term Loans, a new “first-inand pursuant to Other Revolving Commitments, last-out” tranche, as in the case may beof Other Revolving Loans, in each case pursuant to a Refinancing Amendment; provided that such Other Loans and Other Revolving Commitments (i) shall rank equal in priority in right of payment with the other Loans and Commitments hereunder, (ii) 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 payable to the Lenders providing such Other 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, (vi) may have optional prepayment terms (including call protection and prepayment terms and premiums) as may be agreed between the Borrower and the Lenders thereof, (vii) will have a final maturity date no earlier than, 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 and (viii) will have such other terms and conditions (other than as provided in foregoing clauses (ii) through (vii)) that either, at the option of the Borrower, (1) reflect market terms and conditions (taken as a whole) 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 to the Borrower (as determined by the Borrower in good faith), when taken as a whole, than 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 in effect immediately prior to such refinancing or (y) subject to the immediately succeeding proviso, a Previously Absent Financial Maintenance Covenant; provided that, notwithstanding anything to the contrary contained herein, (I) if any such terms of the Other Term Loans contain a Previously Absent Financial Maintenance Covenant that is in effect prior to the applicable Latest Maturity Date, such Previously Absent Financial Maintenance Covenant shall be included for the benefit of each Facility and (II) if any such terms 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 Revolving Commitments. Any Other Term Loans may participate on a pro rata basis, less than a pro rata basis or greater than a pro rata basis in any mandatory prepayments of Term Loans hereunder (except that, unless otherwise permitted under this Agreement or unless the Class of Term Loans being refinanced was so entitled to participate on a greater than a pro rata 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 2.05(2)(a), (b) and (d)(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 Loans or Other Revolving Commitments are provided with the benefit of the applicable Loan Documents. (2) Each Tranche Class of Credit Agreement Refinancing Indebtedness Other Commitments and Other Loans incurred under this Subsection 2.7 Section 2.15 shall be in an aggregate principal amount that is (x) not less than $15,000,000 in the case of Other Term Loans or $15,000,000 in the case of Other Revolving Loans and (y) an integral multiple of $5,000,000 in excess thereof. (b) The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Subsection 6.2 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Subsection 6.1 (other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion)5.0 million. Any Refinancing Amendment may provide for the issuance of Letters of Credit for the account of the Parent Borrower, or the provision to the Parent Borrower of Swingline Loans, pursuant to any Other Revolving Credit Commitments established thereby, in each case on terms substantially equivalent to the terms applicable to Letters of Credit and Swingline Loans under the Commitments. (c) The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Credit Agreement Refinancing Indebtedness Other Commitments and Other Loans incurred pursuant thereto (including any amendments necessary to treat the Other Loans and/or Other Commitments as Loans and Commitments subject thereto as Other Term Loans, Other Revolving Credit Loans, Other Revolving Credit Commitments and/or Other Term Commitments). The Lenders hereby irrevocably authorize the Administrative Agent to enter into any Any Refinancing Amendment to may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents and such technical amendments as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower RepresentativeBorrower, to effect the provisions of this Subsection 6.1. In additionSection 2.15. (3) This Section 2.15 shall supersede any provisions in Section 2.12, if so provided in 2.13 or 10.01 to the relevant Refinancing Amendment and with the consent of each Issuing Lender, participations in Letters of Credit expiring on or after the Revolving Maturity Date shall be reallocated from Lenders holding Commitments to Lenders holding extended revolving commitments in accordance with the terms of such Refinancing Amendment; provided, however, that such participation interests shall, upon receipt thereof by the relevant Lenders holding Commitments, be deemed to be participation interests in respect of such Commitments and the terms of such participation interests (including, without limitation, the commission applicable thereto) shall be adjusted accordinglycontrary.

Refinancing Amendments. (a) So long as no Default or Event of Default exists or would arise therefrom, at At any time after the Closing Date, the Borrowers Borrower may obtain, from any Lender, any New Revolving Credit Lender or any Additional New Term Lender, Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Facility Term Loans and the Revolving Credit Loans (or unused Revolving Credit Commitments) then outstanding under this Agreement (which for purposes of this clause (a) will be deemed to include any then outstanding (w) Other Term Loans, (x) Accordion New Term Loans, (y) Other Revolving Credit Loans and (z) Loans provided against the Accordion Revolving Commitments, but will exclude the commitments in respect of the Last-Out Tranche unless (1) the Loans comprising the Last-Out Tranche are the only Loans outstanding and (2) the Commitments for the or New Revolving Credit Facility (excluding the Last-Out Tranche) have been terminated) Loans), in the form of (i) one or more Other Term Loans or Loans, Other Term Loan Commitments, (ii) one or more Other Revolving Credit Loans or Other Revolving Credit Commitments, or (iii) in the case of the Last-Out Tranche, a new “first-in, last-out” tranche, as the case may be, in each case Commitments pursuant to a Refinancing Amendment. Each Tranche ; provided that, notwithstanding anything to the contrary in this Section 2.16 or otherwise, (1) the borrowing and repayment (except for (A) payments of interest and fees at different rates on Other Revolving Credit Commitments (and related outstandings), (B) 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 made on a pro rata basis with all other Revolving Credit Commitments, (2) subject to the provisions of Section 2.03(l) and 2.04(g) to the extent dealing with Swing Line Loans and Letters of Credit Agreement Refinancing Indebtedness incurred under this Subsection 2.7 which mature or expire after a maturity date when there exists New 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 Section 2.03(l) and Section 2.04(g), without giving effect to changes thereto on an aggregate principal amount earlier maturity date with respect to Swing Line Loans and Letters of Credit theretofore incurred or issued), (3) 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 Revolving Credit Commitments, except that is 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 (x4) not less than $15,000,000 in the case of Other Term Loans or $15,000,000 in the case assignments and participations of Other Revolving Credit Commitments and Other Revolving Credit Loans shall be governed by the same assignment and (y) an integral multiple of $5,000,000 in excess thereof. (b) participation provisions applicable to Revolving Credit Commitments and Revolving Credit Loans. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Subsection 6.2 and4.02, and to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Subsection 6.1 (other than changes to such customary legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion)and other documents. Any Refinancing Amendment may provide for the Each issuance of Letters Credit Agreement Refinancing Indebtedness under this Section 2.16(a) shall be in an aggregate principal amount that is (x) not less than $5,000,000 and (y) an integral multiple of Credit for the account of the Parent Borrower, or the provision to the Parent Borrower of Swingline Loans, pursuant to any Other Revolving Credit Commitments established thereby, $1,000,000 in each case on terms substantially equivalent to the terms applicable to Letters of Credit and Swingline Loans under the Commitmentsexcess thereof. (cb) 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 LoansTerm Loan Commitments, Other Revolving Credit Commitments Loans and/or Other Term Revolving Credit Commitments). The Lenders hereby irrevocably authorize the Administrative Agent to enter into any Any Refinancing Amendment to may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents and such technical amendments as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower RepresentativeBorrower, to effect the provisions of this Subsection 6.1Section. In addition, if so provided This Section 2.16 shall supersede any provisions in Section 2.13 or 10.01 to the relevant Refinancing Amendment and with the consent of each Issuing Lender, participations in Letters of Credit expiring on or after the Revolving Maturity Date shall be reallocated from Lenders holding Commitments to Lenders holding extended revolving commitments in accordance with the terms of such Refinancing Amendment; provided, however, that such participation interests shall, upon receipt thereof by the relevant Lenders holding Commitments, be deemed to be participation interests in respect of such Commitments and the terms of such participation interests (including, without limitation, the commission applicable thereto) shall be adjusted accordinglycontrary.

Refinancing Amendments. (a) So long as no Default On one or Event of Default exists or would arise therefrom, at any time more occasions after the Closing Date, the 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 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, 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 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, series or tranche, as selected by the Facility (which for purposes Parent Borrower in its sole discretion, of this clause (a) will be deemed to include any then outstanding (w) Other Term Loans, (x) Accordion Term Loans, (y) Other Loans or Revolving Credit Loans and (z) Loans provided against the Accordion Revolving Commitments, but will exclude the commitments in respect of the Last-Out Tranche unless (1) the Loans comprising the Last-Out Tranche are the only Loans outstanding and (2) the Commitments for the or unused Revolving Credit Facility (excluding the Last-Out TrancheCommitments or Incremental Revolving Credit Commitments) have been terminated) then outstanding under this Agreement, in the form of (i) one or more Other Refinancing Term Loans or Other Loans, Refinancing Term Loan Commitments, (ii) one or more Other Revolving Credit Loans or Other Revolving Credit Commitments, or (iii) in the case of the Last-Out Tranche, a new “first-in, last-out” tranche, as the case may be, in each case Other Revolving Credit Loans pursuant to a Refinancing Amendment. Each Tranche ; 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 Credit Agreement Refinancing Indebtedness incurred under this Subsection 2.7 Commitments (and related outstandings), (B) repayments required upon the maturity date of the Other Revolving Credit Commitments, (C) repayments made in connection with any refinancing of Other Revolving Credit Commitments and (D) 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 in an aggregate principal amount that is made on a pro rata basis (x) not less than $15,000,000 or, in the case of repayment, on a pro rata basis or less than 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 Term 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(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 $15,000,000 issued), (3) 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 or less than pro rata basis with all other Revolving Credit Commitments existing on the date such Other Revolving Credit Commitments are obtained, 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 or in the case connection with any refinancing thereof and (4) assignments and participations of Other Revolving Credit Commitments and Other Revolving Credit Loans shall be governed by the same assignment and (y) an integral multiple of $5,000,000 in excess thereofparticipation provisions applicable to Revolving Credit Commitments and Revolving Credit Loans existing on the date such Other Revolving Credit Commitments are obtained. (b) The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Subsection 6.2 Section 4.02 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) customary legal opinions, board resolutions, resolutions and officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Subsection 6.1 (other than changes to such legal opinions opinion resulting from a change in law, change in fact or change to counsel’s form of opinion). Any opinion reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Credit Agreement Refinancing Amendment may provide for Indebtedness is provided with the issuance of Letters of Credit for the account benefit of the Parent Borrower, or the provision to the Parent Borrower of Swingline Loans, pursuant to any Other Revolving Credit Commitments established thereby, in each case on terms substantially equivalent to the terms applicable to Letters of Credit and Swingline Loans under the CommitmentsLoan Documents. (c) The Administrative Agent Each issuance of Credit Agreement Refinancing Indebtedness under Section 2.15(a) shall promptly notify each Lender as to the effectiveness be in an aggregate principal amount that is (x) not less than $10,000,000 and (y) an integral multiple of each Refinancing Amendment. $1,000,000 in excess thereof. (d) Each of the parties hereto hereby agrees that, upon that this Agreement and the effectiveness of any other Loan Documents may be amended pursuant to a Refinancing Amendment, this Agreement shall be deemed amended without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto and (including any amendments necessary ii) make such other changes to treat this Agreement and the Loans other Loan Documents consistent with the provisions and Commitments subject thereto as Other Term Loans, Other Revolving Credit Loans, Other Revolving Credit Commitments and/or Other Term Commitments). The intent of the third paragraph of Section 10.01 (without the consent of the Required Lenders hereby irrevocably authorize the Administrative Agent to enter into any Refinancing Amendment to called for therein) and (iii) effect such other amendments to this Agreement and the other Loan Documents and such technical amendments as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower RepresentativeParent Borrower, to effect the provisions of this Subsection 6.1. In additionSection 2.15, if so provided in and the relevant Refinancing Amendment and with Required Lenders hereby expressly authorize the consent of each Issuing Lender, participations in Letters of Credit expiring on or after the Revolving Maturity Date shall be reallocated from Lenders holding Commitments Administrative Agent to Lenders holding extended revolving commitments in accordance with the terms of enter into any such Refinancing Amendment; provided, however, that such participation interests shall, upon receipt thereof by . (e) This Section 2.15 shall supersede any provisions in Section 2.13 or 10.01 to the relevant Lenders holding Commitments, be deemed to be participation interests in respect of such Commitments and the terms of such participation interests (including, without limitation, the commission applicable thereto) shall be adjusted accordinglycontrary.

Refinancing Amendments. (a) So long as no Default or Event of Default exists or would arise therefrom, at At any time after the Closing Effective Date, the Borrowers Parent Borrower may obtain, from any Lender or any Additional Lender, Credit Agreement Refinancing Indebtedness in respect of (a) all or any portion of the Facility Term Loans then outstanding under this Agreement (which for purposes of this clause (a) will be deemed to include any then outstanding (w) Other Term Loans, ) or (xb) Accordion Term Loans, all or any portion of the Revolving Loans (yor unused Revolving Commitments) under this Agreement (which for purposes of this clause (b) will be deemed to include any then outstanding Other Revolving Credit Loans and (z) Loans provided against the Accordion Other Revolving Commitments), but will exclude the commitments in respect of the Last-Out Tranche unless (1) the Loans comprising the Last-Out Tranche are the only Loans outstanding and (2) the Commitments for the Revolving Credit Facility (excluding the Last-Out Tranche) have been terminated) in the form of (ix) one or more Other Term Loans or Other Term Loan Commitments, Commitments or (iiy) one or more Other Revolving Credit Loans or Other Revolving Credit Commitments, or (iii) in the case of the Last-Out Tranche, a new “first-in, last-out” tranche, as the case may be, in each case pursuant to a Refinancing Amendment. Each Tranche of ; provided that such Credit Agreement Refinancing Indebtedness incurred under this Subsection 2.7 shall (i) will have such pricing and optional prepayment terms as may be in an aggregate principal amount that is agreed by the Borrower and the Lenders thereof, (ii) (x) with respect to any Other Revolving Loans or Other Revolving Commitments, will have a maturity date that is not less than $15,000,000 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, 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 the case form of Other Term Loans or $15,000,000 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 case 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 Other Revolving Loans and 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 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 integral multiple interest rate floor greater than the interest rate floor applicable to the Term Loans, such increased amount shall be equated to interest margin for purposes of $5,000,000 determining whether an increase to the applicable interest margin for the Term Loans shall be required, to the extent an increase in excess thereof. the interest rate floor in the Term Loans would cause an increase in the interest rate then in effect, and in such case the interest rate floor (bbut not the interest rate margin) applicable to the Term Loans shall be increased by such increased amount; provided further that the terms and conditions applicable to such 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 that is in effect on the date such Credit Agreement Refinancing Indebtedness is issued, incurred or obtained. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Subsection 6.2 Section 4.02 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Effective Date under Subsection 6.1 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 opinionopinion 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 Credit 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. (c) . The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans, Other Revolving Credit Loans, Other Revolving Credit Commitments and/or Other Term Commitments). The Lenders hereby irrevocably authorize the Administrative Agent to enter into any Any Refinancing Amendment to may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents and such technical amendments as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower RepresentativeParent Borrower, to effect the provisions of this Subsection 6.1Section. In addition, if so provided in the relevant Refinancing Amendment and with the consent of each Issuing LenderBank, 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 thereto) shall be adjusted accordingly. (b) This Section 2.21 shall supersede any provisions in Section 2.18 or Section 9.02 to the contrary.

Refinancing Amendments. (a) So long as no Default or Event of Default exists or would arise therefrom, at At any time after the Closing Effective Date, the Borrowers (I) Finance may obtain, from any Lender or any Additional Lender, Credit Agreement Refinancing Indebtedness in respect of (i) all or any portion of the Facility Term Loans of any Class then outstanding under this Agreement (which for purposes of this clause (ai) will be deemed to include any then outstanding (w) Other Term Loans, (x) Accordion Term Loans, (y) Other Revolving Credit Loans and (zii) Loans provided against the Accordion Revolving Commitmentsall or any portion of Incremental Equivalent Debt, but will exclude the commitments in respect of the Last-Out Tranche unless (1) the Loans comprising the Last-Out Tranche are the only Loans outstanding and (2) the Commitments for the Revolving Credit Facility (excluding the Last-Out Tranche) have been terminated) in the form of (i) one or more Other Term Loans or Other Term Loan Commitments and (II) each Co-Borrower may obtain, from any Additional Lender, Credit Agreement Refinancing Indebtedness in respect of (i) all or any portion of the Revolving Loans (or unused Revolving Commitments, ) of any Class then outstanding under this Agreement (which for purposes of this clause (i) will be deemed to include any then outstanding Other Revolving Loans and Other Revolving Commitments) and (ii) one all or more any portion of Incremental Equivalent Debt, in the form of Other Revolving Credit Loans or Other Revolving Credit Commitments, or (iii) in the case of the Last-Out Tranche, a new “first-in, last-out” tranche, as the case may be, in each case pursuant to a Refinancing Amendment. Each Tranche of ; provided that such Credit Agreement Refinancing Indebtedness incurred under this Subsection 2.7 (A) will be unsecured or will be secured solely by the Collateral on a pari passu or junior basis with the Secured Obligations (and if secured, subject to the terms of a Customary Intercreditor Agreement), (B) will have such pricing and optional prepayment terms as may be agreed by each Co-Borrower and the Additional Lenders providing such Credit Agreement Refinancing Indebtedness and (C) the Net Proceeds of such Credit Agreement Refinancing Indebtedness shall be in an aggregate principal amount applied, substantially concurrently with the incurrence thereof, to the prepayment of outstanding Term Loans of the 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 (x) not less than $15,000,000 in the case of Other Term Loans or $15,000,000 in the case of Other Revolving Loans and (y) an integral multiple of $5,000,000 in excess thereof. (b) being refinanced by such Credit Agreement Refinancing Indebtedness. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Subsection 6.2 as agreed between the Additional Lenders providing such Credit Agreement Refinancing Indebtedness and each Co-Borrower and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Effective Date under Subsection 6.1 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 opinionopinion 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 the Parent each Co-Borrower, or the provision to the Parent each Co-Borrower of Swingline 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 Swingline Loans under the Revolving Commitments. (c) ; 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 Credit Loans, Other Revolving Credit Commitments and/or Other Term Commitments). The Lenders hereby irrevocably authorize the Administrative Agent to enter into any Any Refinancing Amendment to may, without the consent of any other Lender, effect such amendments to this Agreement and the other Loan Documents and such technical amendments as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower Representativeeach Co-Borrower, to effect the provisions of this Subsection 6.1Section 2.21 (including to 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 LenderBank, participations in Letters of Credit expiring on or after the Initial Revolving Maturity Date shall be reallocated from Lenders holding Initial Revolving Commitments to Lenders holding extended revolving commitments 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 Revolving Commitments, be deemed to be participation interests in respect of such Other Revolving Commitments and the terms of such participation interests (including, without limitation, the commission applicable thereto) shall be adjusted accordingly. (b) This Section 2.21 shall supersede any provisions in Section 2.18 or Section 9.02 to the contrary.

Refinancing Amendments. (a) So long as no Default On one or Event of Default exists or would arise therefrom, at any time more occasions after the Closing Date, the Borrowers Company may obtain, from any Lender or any Additional Lenderother bank, Credit Agreement financial institution or other institutional lender or investor that agrees to provide any portion of Refinancing Indebtedness in respect of the Facility (which for purposes of this clause (a) will be deemed to include any then outstanding (w) Other Term Loans, (x) Accordion Term Loans, (y) Other Revolving Credit Loans and (z) Loans provided against the Accordion Revolving Commitments, but will exclude the commitments in respect of the Last-Out Tranche unless (1) the Loans comprising the Last-Out Tranche are the only Loans outstanding and (2) the Commitments for the Revolving Credit Facility (excluding the Last-Out Tranche) have been terminated) in the form of (i) one or more Other Term Loans or Other Term Loan Commitments, (ii) one or more Other Revolving Credit Loans or Other Revolving Credit Commitments, or (iii) in the case of the Last-Out Tranche, a new “first-in, last-out” tranche, as the case may be, in each case Commitments constituting Credit Agreement Refinancing Indebtedness pursuant to a Refinancing Amendment. Each Tranche of Credit Agreement Amendment in accordance with this Section 2.15 (each, an “Additional Refinancing Indebtedness incurred under this Subsection 2.7 Lender”) (provided that the Administrative Agent, each Swing Line Lender and each L/C Issuer shall have consented (not to be in an aggregate principal amount that is (xunreasonably withheld or delayed) not less than $15,000,000 in the case of Other to such Lender’s or Additional Refinancing Lender’s making such Refinancing Term Loans or $15,000,000 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; provided that notwithstanding anything to the contrary in this Section 2.15 or otherwise, (1) the case borrowing and repayment (except for (A) payments of interest and fees at different rates on Other Revolving Credit Commitments (and related outstandings), (B) 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 made on a pro rata basis with all other Revolving Credit Commitments, (2) subject to the provisions of 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 Section 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), (3) 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 Revolving Credit Commitments, except that the Company 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 same assignment and (y) an integral multiple of $5,000,000 in excess thereofparticipation provisions applicable to Revolving Credit Commitments and Revolving Credit Loans. (b) The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Subsection 6.2 Section 4.02 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) customary legal opinions, board resolutions, resolutions and officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Subsection 6.1 (other than changes to such legal opinions opinion resulting from a change in law, change in fact or change to counsel’s form of opinion). Any opinion reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Credit Agreement Refinancing Amendment may provide for Indebtedness is provided with the issuance of Letters of Credit for the account benefit of the Parent Borrower, or the provision to the Parent Borrower of Swingline Loans, pursuant to any Other Revolving Credit Commitments established thereby, in each case on terms substantially equivalent to the terms applicable to Letters of Credit and Swingline Loans under the CommitmentsLoan Documents. (c) The Administrative Agent Each issuance of Credit Agreement Refinancing Indebtedness under Section 2.15(a) shall promptly notify each Lender as to the effectiveness be in an aggregate principal amount that is (x) not less than $10,000,000 and (y) an integral multiple of each Refinancing Amendment. $1,000,000 in excess thereof. (d) Each of the parties hereto hereby agrees that, upon that this Agreement and the effectiveness of any other Loan Documents may be amended pursuant to a Refinancing Amendment, this Agreement shall be deemed amended without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto and (including any amendments necessary ii) make such other changes to treat this Agreement and the Loans other Loan Documents consistent with the provisions and Commitments subject thereto as Other Term Loans, Other Revolving Credit Loans, Other Revolving Credit Commitments and/or Other Term Commitments). The intent of the third paragraph of Section 10.01 (without the consent of the Required Lenders hereby irrevocably authorize the Administrative Agent to enter into any Refinancing Amendment to called for therein) and (iii) effect such other amendments to this Agreement and the other Loan Documents and such technical amendments as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower RepresentativeCompany, to effect the provisions of this Subsection 6.1. In additionSection 2.15, if so provided in and the relevant Refinancing Amendment and with Required Lenders hereby expressly authorize the consent of each Issuing Lender, participations in Letters of Credit expiring on or after the Revolving Maturity Date shall be reallocated from Lenders holding Commitments Administrative Agent to Lenders holding extended revolving commitments in accordance with the terms of enter into any such Refinancing Amendment; provided, however, that such participation interests shall, upon receipt thereof by the relevant Lenders holding Commitments, be deemed to be participation interests in respect of such Commitments and the terms of such participation interests (including, without limitation, the commission applicable thereto) shall be adjusted accordingly.

Refinancing Amendments. (a) So long as no Default or Event of Default exists or would arise therefrom, at At any time after the Closing Date, the Borrowers 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 Commitments, such Person shall also be reasonably satisfactory to 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 Facility 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 constituting Term Loans) or (wb) 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, (x) Accordion Other Term LoansCommitments, (y) Other Revolving Credit Loans and (z) Loans provided against the Accordion Revolving Commitments, but will exclude the commitments in respect of the Last-Out Tranche unless (1) the Loans comprising the Last-Out Tranche are the only Loans outstanding and (2) the Commitments for the Revolving Credit Facility (excluding the Last-Out Tranche) have been terminated) in the form of (i) one or more Other Term Loans or Other Term Loan Commitments, (ii) one or more Other Revolving Credit Loans or Other Revolving Credit Commitments, or (iii) in the case of the Last-Out Tranche, a new “first-in, last-out” tranche, as the case may be, in each case pursuant to a Refinancing Amendment. Each Tranche of ; provided that (i) such Credit Agreement Refinancing Indebtedness incurred under this Subsection 2.7 shall rank pari passu or junior in right of payment and of security with the other Loans and Commitments hereunder (provided that if such Credit Agreement Refinancing Indebtedness ranks junior in right of security or payment priority such Credit Agreement Refinancing Indebtedness shall be in an aggregate principal amount that is (x) not less than $15,000,000 in the case of Other Term Loans or $15,000,000 in the case of Other Revolving Loans and (y) an integral multiple of $5,000,000 in excess thereof. (b) The effectiveness of any Refinancing Amendment established as a separate facility and, if secured, shall be subject to customary intercreditor terms reasonably agreed between the satisfaction on Borrower and the date thereof Administrative Agent), (ii) such Credit Agreement Refinancing Indebtedness shall have such pricing, interest, fees, premiums and optional prepayment and redemption terms as may be agreed by the Holding Companies, the Borrower and the Additional Refinancing Lenders thereof, (iii) such Credit Agreement Refinancing Indebtedness shall only be secured by assets consisting of each of Collateral, and (iv) such Credit Agreement Refinancing Indebtedness shall satisfy the conditions requirements set forth in Subsection 6.2 and, clauses (u) through (y) of the definition of “Credit Agreement Refinancing Indebtedness”. Subject to the extent reasonably requested by consent of the Administrative AgentIssuing Banks, receipt by the Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Subsection 6.1 (other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion). Any any Refinancing Amendment may provide for the issuance of Letters of Credit for the account of the Parent Borrower, or the provision to the Parent Borrower of Swingline Loans, pursuant to any Other Revolving Credit Commitments established thereby, in each case thereby on terms substantially equivalent to the terms applicable to Letters of Credit and Swingline Loans under the Commitments. (c) 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 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). The Lenders hereby irrevocably authorize the Administrative Agent to enter into any Any Refinancing Amendment to may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents and such technical amendments as may be necessary necessary, or reasonably advisable or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower RepresentativeBorrower, to effect the provisions of this Subsection 6.1Section 2.21. In additionThis 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, if so provided (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 relevant Refinancing Amendment date of 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 when there exist Other Revolving Commitments with a longer maturity date and with subject to the consent of each the Issuing LenderBanks, participations in all Letters of Credit expiring on or after the Revolving Maturity Date shall be reallocated from participated on a pro rata basis by all Revolving Lenders holding Commitments to Lenders holding extended revolving commitments 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 terms 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 pro rata basis with all other Revolving Commitments, except that the Borrower shall be permitted to permanently repay and terminate commitments of any such Refinancing Amendment; provided, however, that Class on a non-rata basis as compared to any other Class with a later maturity date than such participation interests shall, upon receipt thereof Class and (4) assignments and participations of Other Revolving Commitments and Other Revolving Loans shall be governed by the relevant same assignment and participation provisions applicable to Revolving Commitments and Revolving Loans. The Lenders agree that the Borrower may require the Lenders holding Commitments, be deemed Credit Agreement Refinanced Indebtedness to be participation interests in respect assign their Loans and Commitments to the providers of such Commitments and the terms of such participation interests (including, without limitation, the commission applicable thereto) shall be adjusted accordinglyCredit Agreement Refinancing Indebtedness.

Refinancing Amendments. (a) So long as no Default or Event of Default exists or would arise therefrom, at At any time after the Closing Eleventh Amendment Effective Date, the Borrowers Borrower may obtain, from any Lender or any Additional Lender, Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Facility (which for purposes of this clause (a) will be deemed to include any Term Loans then outstanding (w) Other Term Loansunder this Agreement, (x) Accordion Term Loans, (y) Other Revolving Credit Loans and (z) Loans provided against the Accordion Revolving Commitments, but will exclude the commitments in respect of the Last-Out Tranche unless (1) the Loans comprising the Last-Out Tranche are the only Loans outstanding and (2) the Commitments for the Revolving Credit Facility (excluding the Last-Out Tranche) have been terminated) in the form of (i) one or more Other Refinancing Term Loans or Other Refinancing Term Loan Commitments, (ii) one or more Other Revolving Credit Loans or Other Revolving Credit Commitments, or (iii) in the case of the Last-Out Tranche, a new “first-in, last-out” tranche, as the case may be, Commitments in each case pursuant to a Refinancing Amendment. Each Tranche of ; provided that such Credit Agreement Refinancing Indebtedness (i) will have such pricing, premiums and optional prepayment or redemption terms as may be agreed by the Borrower and the lenders thereof, (ii) will have a 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, (iii)(A) constitutes Indebtedness of the 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 Administrative Agent)) and (C) 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 covenants and events of default (which, for the avoidance of doubt, excludes pricing, premiums and optional prepayment or redemption terms) that are substantially identical to, or (taken as a whole as determined by the Borrower in its reasonable judgment) are no more favorable to the 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 the covenants and events of default applicable to such 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 that is in effect on the date such Credit Agreement Refinancing Indebtedness is issued, incurred under 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 Subsection 2.7 clause (iv) shall be in an aggregate principal amount conclusive evidence that is such covenants and events of default satisfy such requirement unless the Administrative Agent notifies the Borrower within such five (x5) not Business Day period that it disagrees with such determination (including a description of the basis upon which it disagrees)). Any Refinancing Term Loans may participate on a pro rata basis or on a less than $15,000,000 pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments hereunder, as specified in the case of Other Term Loans or $15,000,000 in the case of Other Revolving Loans and (y) an integral multiple of $5,000,000 in excess thereof. (b) applicable Refinancing Amendment. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Subsection 6.2 Section 5.2 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of legal opinions, board resolutions, officers’ certificates 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 Closing Ninth Amendment Effective Date under Subsection 6.1 (other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinionopinion reasonably satisfactory to the Administrative Agent). Any Credit Agreement Refinancing Amendment 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 provide for the issuance of Letters of Credit for the account of the Parent Borrower, or the provision to the Parent Borrower of Swingline Loans, pursuant to any Other Revolving Credit Commitments established thereby, in each case on terms substantially equivalent to the terms applicable to Letters of Credit and Swingline Loans under the Commitments. (c) 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 Other Refinancing Term Loans, Other Revolving Credit Loans, Other Revolving Credit Commitments Loans and/or Other Refinancing Term Loan Commitments). The Lenders hereby irrevocably authorize the Administrative Agent to enter into any Any Refinancing Amendment to may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents and such technical amendments as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower RepresentativeBorrower, to effect the provisions of this Subsection 6.1. In addition, if so provided in the relevant Refinancing Amendment and with the consent of each Issuing Lender, participations in Letters of Credit expiring on or after the Revolving Maturity Date shall be reallocated from Lenders holding Commitments to Lenders holding extended revolving commitments in accordance with the terms of such Refinancing Amendment; provided, however, that such participation interests shall, upon receipt thereof by the relevant Lenders holding Commitments, be deemed to be participation interests in respect of such Commitments and the terms of such participation interests (including, without limitation, the commission applicable thereto) shall be adjusted accordinglySection 2.14.

Refinancing Amendments. (a) So long as no Default or Event of Default exists or would arise therefrom, at At any time after the Closing Effective Date, the Borrowers 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 the Facility (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 (w) Other Term Loans, (x) Accordion Loans constituting Term Loans, ) or (yb) 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 Credit Loans and Commitments (z) Loans provided against including the Accordion Revolving Commitments, but will exclude the commitments in respect corresponding portion of the Last-Out Tranche unless (1) the Loans comprising the Last-Out Tranche are the only Loans outstanding and (2) the Commitments for the Other Revolving Credit Facility (excluding the Last-Out Tranche) have been terminatedLoans)) in the form of (ix) one or more Other Term Loans or Other Term Loan Commitments, Commitments in the case of clause (iia) one or more (y) Other Revolving Credit Loans or Other Revolving Credit Commitments, or (iii) Commitments in the case of the Last-Out Tranche, a new “first-in, last-out” tranche, as the case may beclause (b), in each case pursuant to a Refinancing Amendment. Each Tranche of ; provided that (i) such Credit Agreement Refinancing Indebtedness incurred under this Subsection 2.7 shall be rank pari passu or junior in an aggregate principal amount that is (x) not less than $15,000,000 in right of payment and of security with the case of Other Term Loans or $15,000,000 in the case of Other Revolving other Loans and Commitments hereunder, (yii) an integral multiple such Credit Agreement Refinancing Indebtedness shall have such pricing, interest, fees, premiums and optional prepayment and redemption terms as may be agreed by the Borrower and the Additional Refinancing Lenders thereof, (iii) such Credit Agreement Refinancing Indebtedness shall only be secured by assets consisting of $5,000,000 Collateral, (iv) the covenants and, events of default of such Credit Agreement Refinancing Indebtedness (other than pricing, interest, fees, premiums and optional prepayment), if not consistent with the terms of the Class of Initial Term Loans, shall reflect market terms (taken as a whole) (as determined in excess thereof. good faith by the Borrower), at the time of issuance or incurrence, (bv) 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 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 satisfaction on the date thereof participating Additional Refinancing Lenders. Each Class of each of the conditions set forth in Subsection 6.2 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Subsection 6.1 Credit Agreement Refinancing Indebtedness (other than changes to in connection with an extension of the maturity of Term Loans, Revolving Loans 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 legal opinions resulting from a change in law, change in fact amount may be less than $25,000,000 or change to counsel’s form €25,000,000 if such amount represents all the remaining availability under the aggregate principal amount of opinion)Credit Agreement Refinancing Indebtedness set forth above. Any Refinancing Amendment may provide for the issuance of Letters letters of Credit credit for the account of the Parent Borrower, or the provision to the Parent Borrower of Swingline Loans, pursuant to any Other Revolving Credit Commitments established thereby, in each case on terms substantially equivalent to the terms applicable to Letters of Credit and Swingline Loans under the Commitments. (c) . The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary 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 Credit Loans, Other Revolving Credit Commitments and/or Other Term Commitments). The Lenders hereby irrevocably authorize the Administrative Agent to enter into any Any Refinancing Amendment to may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents and such technical amendments as may be necessary necessary, or reasonably advisable or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower RepresentativeBorrower, to effect the provisions of this Subsection 6.1Section. In addition, if so provided This Section 2.21 shall supersede any provisions in Section 2.18 and Section 9.02 to the relevant Refinancing Amendment and with the consent of each Issuing Lender, participations in Letters of Credit expiring on or after the Revolving Maturity Date shall be reallocated from Lenders holding Commitments to Lenders holding extended revolving commitments in accordance with the terms of such Refinancing Amendment; provided, however, that such participation interests shall, upon receipt thereof by the relevant Lenders holding Commitments, be deemed to be participation interests in respect of such Commitments and the terms of such participation interests (including, without limitation, the commission applicable thereto) shall be adjusted accordinglycontrary.

Refinancing Amendments. (a) So long as no Default On one or Event of Default exists or would arise therefrom, at any time more occasions after the Closing Date, the Borrowers Borrower may obtain, from any Lender or any other bank, financial institution or other institutional lender or investor that agrees to provide any portion of 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, (ii) with respect to Refinancing Term Loans, any Affiliated Lender providing 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), Credit Agreement Refinancing Indebtedness in respect of the Facility (which for purposes all or any portion of this clause (a) will be deemed to include any then outstanding (w) Other Class of Term Loans, (x) Accordion Term Loans, (y) Other Loans or Revolving Credit Loans and (z) Loans provided against the Accordion Revolving Commitments, but will exclude the commitments in respect of the Last-Out Tranche unless (1) the Loans comprising the Last-Out Tranche are the only Loans outstanding and (2) the Commitments for the or unused Revolving Credit Facility (excluding the Last-Out TrancheCommitments) have been terminated) then outstanding under this Agreement, in the form of (i) one or more Other Refinancing Term Loans or Other Loans, Refinancing Term Loan Commitments, (ii) one or more Other Revolving Credit Loans or Other Revolving Credit Commitments, or (iii) in the case of the Last-Out Tranche, a new “first-in, last-out” tranche, as the case may be, in each case Other Revolving Credit Loans pursuant to a Refinancing Amendment. Each Tranche ; 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 Credit Commitments (and related outstandings), (B) 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 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 Agreement Refinancing Indebtedness incurred under this Subsection 2.7 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 Section 2.03(n) and Section 2.04(g), without giving effect to changes thereto on an aggregate principal amount earlier maturity date with respect to Swing Line Loans and Letters of Credit theretofore incurred or issued), (3) 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 Revolving Credit Commitments, except that is 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 (x4) not less than $15,000,000 in the case of Other Term Loans or $15,000,000 in the case assignments and participations of Other Revolving Credit Commitments and Other Revolving Credit Loans shall be governed by the same assignment and (y) an integral multiple of $5,000,000 in excess thereofparticipation provisions applicable to Revolving Credit Commitments and Revolving Credit Loans. (b) The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Subsection 6.2 Section 4.02 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) customary legal opinions, board resolutions, resolutions and officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Subsection 6.1 (other than changes to such legal opinions opinion resulting from a change in law, change in fact or change to counsel’s form of opinion). Any opinion reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Credit Agreement Refinancing Amendment may provide for Indebtedness is provided with the issuance of Letters of Credit for the account benefit of the Parent Borrower, or the provision to the Parent Borrower of Swingline Loans, pursuant to any Other Revolving Credit Commitments established thereby, in each case on terms substantially equivalent to the terms applicable to Letters of Credit and Swingline Loans under the CommitmentsLoan Documents. (c) The Administrative Agent Each issuance of Credit Agreement Refinancing Indebtedness under Section 2.15(a) shall promptly notify each Lender as to the effectiveness be in an aggregate principal amount that is (x) not less than $10,000,000 and (y) an integral multiple of each Refinancing Amendment. $1,000,000 in excess thereof. (d) Each of the parties hereto hereby agrees that, upon that this Agreement and the effectiveness of any other Loan Documents may be amended pursuant to a Refinancing Amendment, this Agreement shall be deemed amended without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto and (including any amendments necessary ii) make such other changes to treat this Agreement and the Loans other Loan Documents consistent with the provisions and Commitments subject thereto as Other Term Loans, Other Revolving Credit Loans, Other Revolving Credit Commitments and/or Other Term Commitments). The intent of the third paragraph of Section 10.01 (without the consent of the Required Lenders hereby irrevocably authorize the Administrative Agent to enter into any Refinancing Amendment to called for therein) and (iii) effect such other amendments to this Agreement and the other Loan Documents and such technical amendments as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower RepresentativeBorrower, to effect the provisions of this Subsection 6.1. In additionSection 2.15, if so provided in and the relevant Refinancing Amendment and with Required Lenders hereby expressly authorize the consent of each Issuing Lender, participations in Letters of Credit expiring on or after the Revolving Maturity Date shall be reallocated from Lenders holding Commitments Administrative Agent to Lenders holding extended revolving commitments in accordance with the terms of enter into any such Refinancing Amendment; provided, however, that such participation interests shall, upon receipt thereof by . (e) This Section 2.15 shall supersede any provisions in Section 2.13 or 10.01 to the relevant Lenders holding Commitments, be deemed to be participation interests in respect of such Commitments and the terms of such participation interests (including, without limitation, the commission applicable thereto) shall be adjusted accordinglycontrary.

Refinancing Amendments. (a) So long as no Default or Event of Default exists or would arise therefrom, at At any time after the Closing Restatement Effective Date, the Borrowers Borrower may obtain, from any Lender or any Additional Lender, Credit Agreement Refinancing Indebtedness (other than Permitted Additional Debt) in respect of all or any portion of the Facility (which for purposes of this clause (a) will be deemed to include any Term Loans then outstanding (w) Other Term Loansunder this Agreement, (x) Accordion Term Loans, (y) Other Revolving Credit Loans and (z) Loans provided against the Accordion Revolving Commitments, but will exclude the commitments in respect of the Last-Out Tranche unless (1) the Loans comprising the Last-Out Tranche are the only Loans outstanding and (2) the Commitments for the Revolving Credit Facility (excluding the Last-Out Tranche) have been terminated) in the form of (i) one or more Other Term Loans or Other Term Loan Commitments, (ii) one or more Other Revolving Credit Loans or Other Revolving Credit Commitments, or (iii) in the case of the Last-Out Tranche, a new “first-in, last-out” tranche, as the case may be, in each case Commitments pursuant to a Refinancing Amendment. Each ; provided that (A) such Credit Agreement Refinancing Indebtedness will rank pari passu in right of payment and of security with the other Loans and Commitments hereunder, (B) such Credit Agreement Refinancing Indebtedness will have such pricing, fees, interest, premiums and optional prepayment terms as may be agreed by the Borrower and the Lenders thereof (provided, 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) in any voluntary or mandatory prepayments hereunder, as specified in the applicable Refinancing Amendment), (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 Indebtedness 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 incurred under this Subsection 2.7 shall be in an aggregate principal amount that is (x) not less than $15,000,000 in the case proceeds of Other which are applied to pay all outstanding Term Loans or $15,000,000 and other Obligations in full in cash, the case Borrower shall have obtained the consent of Other Revolving Loans and (y) an integral multiple of $5,000,000 in excess thereof. (b) the Required Lenders. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction (or waiver) on the date thereof of each of the conditions set forth in Subsection 6.2 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 AgentAgent and the Required Lenders, receipt by the Administrative Agent of customary legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements and a solvency certification or representation, in each case materially consistent with those delivered on the Closing Restatement Effective Date under Subsection 6.1 Section 4.02 (other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinionopinion reasonably satisfactory to the Administrative Agent), and customary reaffirmation agreements. Any Refinancing Amendment may provide for the issuance of Letters Each Class of Credit for the account Agreement Refinancing Indebtedness incurred under this Section 2.18(a) shall be in an aggregate principal amount that is (x) not less than $40,000,000 and (y) an integral multiple of the Parent Borrower, or the provision to the Parent Borrower of Swingline Loans, pursuant to any Other Revolving Credit Commitments established thereby, $1,000,000 in each case on terms substantially equivalent to the terms applicable to Letters of Credit and Swingline Loans under the Commitments. (c) excess thereof. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. . (b) Each of the parties hereto hereby agrees that, upon that this Agreement and the effectiveness of any other Loan Documents may be amended pursuant to a Refinancing Amendment, this Agreement shall be deemed amended without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto and (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans, Other Revolving Credit Loans, Other Revolving Credit Commitments and/or Other Term Commitments). The Lenders hereby irrevocably authorize the Administrative Agent to enter into any Refinancing Amendment to ii) effect such other amendments to this Agreement and the other Loan Documents and such technical amendments as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower RepresentativeBorrower, to effect the provisions of this Subsection 6.1. In additionSection 2.18, if so provided in and the relevant Refinancing Amendment and with Required Lenders hereby expressly authorize the consent of each Issuing Lender, participations in Letters of Credit expiring on or after the Revolving Maturity Date shall be reallocated from Lenders holding Commitments Administrative Agent to Lenders holding extended revolving commitments in accordance with the terms of enter into any such Refinancing Amendment; provided. Without limiting the foregoing, howeverin connection with any Refinancing Amendment, the respective Loan Parties shall (at their expense) amend (and the Collateral Agent is hereby directed to amend) any Mortgage that has a maturity date prior to the Latest Maturity Date after giving effect to such Refinancing Amendment so that such participation interests shallmaturity date is extended to the then Latest Maturity Date (or such later date as may be advised by local counsel to the Collateral Agent). (c) This Section 2.18 shall supersede any provisions in Section 2.14, upon receipt thereof by 2.15 or 10.08 to the relevant Lenders holding Commitments, be deemed to be participation interests in respect of such Commitments and the terms of such participation interests (including, without limitation, the commission applicable thereto) shall be adjusted accordinglycontrary.

Refinancing Amendments. (a1) So long as no Default or Event of Default exists or would arise therefrom, at At any time after the Closing Date, the Borrowers Borrower may obtain, from any Lender or any Additional Lender, Credit Agreement Refinancing Indebtedness in respect of the Facility Lender (which for purposes of this clause it being understood that (a) will no Lender shall be deemed required to include provide any then outstanding Other Loan without its consent, (wb) Affiliated Lenders may not provide Other Revolving Commitments and (c) Other Term Loans, (x) Accordion Term Loans, (y) Other Revolving Credit Loans and (z) Loans provided against by Affiliated Lenders shall be subject to the Accordion Revolving Commitmentslimitations set forth in Section 10.07(8)), but will exclude the commitments in respect Other Loans to refinance all or any portion of the Last-Out Tranche unless (1) the applicable Class or Classes of Loans comprising the Last-Out Tranche are the only Loans then outstanding and (2) the Commitments for the Revolving Credit Facility (excluding the Last-Out Tranche) have been terminated) in the form of (i) one or more Other Term Loans or under this Agreement which will be made pursuant to Other Term Loan Commitments, (ii) one or more Other Revolving Credit Loans or Other Revolving Credit Commitments, or (iii) in the case of the Last-Out TrancheOther Term Loans, a new “first-inand pursuant to Other Revolving Commitments, last-out” tranche, as in the case may beof Other Revolving Loans, in each case pursuant to a Refinancing Amendment; provided that such Other Loans and Other Revolving Commitments (i) shall rank equal in priority in right of payment with the other Loans and Commitments hereunder, (ii) 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 (II) may provide for additional fees and/or premiums payable to the Lenders providing such Other Loans in addition to any of the items contemplated by the preceding clause (I), in each case, to the extent provided in the applicable Refinancing Amendment, (vi) may have optional prepayment terms (including call protection and prepayment terms and premiums) as may be agreed between the Borrower and the Lenders thereof, (vii) at the time of incurrence thereof, will have a final maturity date no earlier than the Term Loans or Revolving Commitments being refinanced and, in the case of Other Term Loans, will have a Weighted Average Life to Maturity equal to or greater than the then-remaining Weighted Average Life to Maturity of the Term Loans being refinanced and (viii) will have such other terms and conditions (other than as provided in foregoing clauses (ii) through (vii)) that 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 good faith), 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) covenants and other terms applicable to any period after the Latest Maturity Date of the Term Loans or Revolving Commitments being refinanced or (B) a Previously Absent Financial Maintenance Covenant (so long as, (1) to the extent that any such terms of any Other Terms Loans contain a Previously Absent Financial Maintenance Covenant that is in effect prior to the Latest Maturity Date of the Closing Date Term Loans, such Previously Absent Financial Maintenance Covenant shall be included for the benefit of the Closing Date Term Loans and (2) to the extent that any such terms of any Other Revolving Loans and Other Revolving Commitments contain a Previously Absent Financial Maintenance Covenant that is in effect prior to the Latest Maturity Date of 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 Applicable Agent (provided that, at Borrower’s election, to the extent any term or provision is added for the benefit of (A) the lenders of 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 provided, for the benefit of the Lenders of the Closing Date Term Loans or (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 the benefit of the Lenders of the Closing Date Revolving Facility). Any Other Term Loans may participate on a pro rata basis, less than a pro rata basis or greater than a pro rata basis in any prepayments of Term Loans hereunder (except that, unless otherwise permitted under this Agreement or unless the Class of Term Loans being refinanced was so entitled to participate on a greater than a pro rata 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 2.05(2)(a), (b) and (c)(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 Loans or Other Revolving Commitments are provided with the benefit of the applicable Loan Documents. (2) Each Tranche Class of Credit Agreement Refinancing Indebtedness Other Commitments and Other Loans incurred under this Subsection 2.7 Section 2.15 shall be in an aggregate principal amount that is (x) not less than $15,000,000 in the case of Other Term Loans or $15,000,000 in the case of Other Revolving Loans and (y) an integral multiple of $5,000,000 in excess thereof. (b) The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Subsection 6.2 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Subsection 6.1 (other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion)5,000,000. Any Refinancing Amendment may provide for the issuance of Letters of Credit for the account of the Parent Borrower, or the provision to the Parent Borrower of Swingline Loans, pursuant to any Other Revolving Credit Commitments established thereby, in each case on terms substantially equivalent to the terms applicable to Letters of Credit and Swingline Loans under the Commitments. (c) The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Credit Agreement Refinancing Indebtedness Other Commitments and Other Loans incurred pursuant thereto (including any amendments necessary to treat the Other Loans and/or Other Commitments as Loans and Commitments subject thereto as Other Term Loans, Other Revolving Credit Loans, Other Revolving Credit Commitments and/or Other Term Commitments). The Lenders hereby irrevocably authorize the Administrative Agent to enter into any Any Refinancing Amendment to may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents and such technical amendments as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent (or in the case of the Revolving Facility, solely to the extent that such terms, provisions and documentation with respect to the Revolving Facility would require consent of any Class of Lenders other than the Revolving Lenders under Section 10.01) and the Borrower RepresentativeBorrower, to effect the provisions of this Subsection 6.1Section 2.15. (3) This Section 2.15 shall supersede any provisions in Section 2.12, 2.13 or 10.01 to the contrary. In additionFor the avoidance of doubt, if so provided in any of the relevant Refinancing Amendment and provisions of this Section 2.15 may be amended with the consent of the Required Lenders (or the applicable Required Facility Lenders, if applicable). Notwithstanding anything to the contrary in Section 10.01, (a) each Issuing Refinancing Amendment may, without the consent of any other Loan Party, Agent or Lender, participations effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in Letters the reasonable opinion of Credit expiring on the Administrative Agent (or after in the case of the Revolving Maturity Date Facility, solely to the extent that such terms, provisions and documentation with respect to the Revolving Facility would require consent of any Class of Lenders other than the Revolving Lenders under Section 10.01) and the Borrower, to effect the provisions of this Section 2.15, including to effect technical and corresponding amendments to this Agreement and the other Loan Documents and (b) at the option of the Borrower in consultation with the Administrative Agent, incorporate terms that would be favorable to existing Lenders of the applicable Class or Classes for the benefit of such existing Lenders of the applicable Class or Classes, in each case under this clause (b), so long as the Administrative Agent reasonably agrees that such modification is favorable to the applicable Lenders (provided that if any such terms proposed to be incorporated into the Revolving Facility would require the consent of any Class of Lenders other than the Revolving Lenders under Section 10.01, the consent of the Administrative Agent shall be reallocated from Lenders holding Commitments to Lenders holding extended revolving commitments in accordance with required for the terms incorporation of such Refinancing Amendment; providedterms, however, which consent shall be separate and apart from the Administrative Agent’s concurrence that such participation interests shall, upon receipt thereof by terms are favorable to the relevant Lenders holding Commitments, be deemed to be participation interests in respect of such Commitments and the terms of such participation interests (including, without limitation, the commission applicable thereto) shall be adjusted accordinglyLenders).

Refinancing Amendments. (a) So long as no Default or Event of Default exists or would arise therefrom, at At any time after the Closing Second Restatement Effective Date, the Borrowers Borrower may obtain, obtain from any Lender or any Additional Refinancing Lender, Credit Agreement Refinancing Indebtedness in respect Term Loans that refinance all or any portion of the Facility Term Loans then outstanding under this Agreement (which for purposes of this clause (a) purpose will be deemed to include any then outstanding (w) Other Refinancing Term Loans, (x) Accordion Term Loans, (y) Other Revolving Credit Loans and (z) Loans provided against the Accordion Revolving Commitments, but will exclude the commitments in respect of the Last-Out Tranche unless (1) the Loans comprising the Last-Out Tranche are the only Loans outstanding and (2) the Commitments for the Revolving Credit Facility (excluding the Last-Out Tranche) have been terminated) in the form of (i) one or more Other Term Loans or Other Term Loan Commitments, (ii) one or more Other Revolving Credit Loans or Other Revolving Credit Commitments, or (iii) in the case of the Last-Out Tranche, a new “first-in, last-out” tranche, as the case may be), in each case pursuant to a Refinancing Amendment. Each Tranche ; provided that (i) such Refinancing Term Loans will rank pari passu in right of Credit Agreement payment and of security with the other Term Loans and Term Commitments hereunder, (ii) such Refinancing Indebtedness incurred under this Subsection 2.7 Term Loans shall have such pricing and call protection terms (subject to clause (iii) below) as may be agreed by the Borrower and the Lenders thereof, (iii) each tranche of Refinancing Term Loans shall be prepaid and repaid on a pro rata basis or less than a pro rata basis (but not greater than a pro rata basis) with all voluntary prepayments and mandatory prepayments of the other Classes of Term Loans, it being understood that the amortization schedule applicable to the Refinancing Term Loans shall be determined by the Borrower and the Lenders providing the Refinancing Term Loans, (iv) except as provided in an aggregate principal amount clauses (ii) and (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 to, or less favorable to the Lenders of such Refinancing Term Loans than, the Term B-2 Loans; provided, however, that the terms and conditions applicable to such Refinancing Term Loans may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrower and Lenders thereof and applicable only during periods after the Latest Maturity Date that is (x) not less than $15,000,000 in effect on the case of Other date such Refinancing Term Loans are issued, incurred or $15,000,000 obtained, (v) (A) in no event shall the case final maturity date of Other Revolving any tranche of Refinancing Term Loans 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 (y5) an integral multiple different Maturity Dates. The Borrower shall prepay Term Loans with the Net Cash Proceeds of $5,000,000 in excess thereof. (b) such Refinancing Term Loans pursuant to Section 2.05(b)(iv). The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Subsection 6.2 Sections 4.02(a), (b) and(c) and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) legal opinions, board resolutions, officers’ resolutions and officer’s certificates and/or reaffirmation agreements consistent with those delivered on the Original Closing Date under Subsection 6.1 (other than changes to such legal opinions opinion resulting from a change in law, change in fact or change to counsel’s form of opinion). Any 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 Collateral Agent (including Mortgage amendments) in order to ensure that the Refinancing Amendment may provide for Term Loans are provided with the issuance of Letters of Credit for the account benefit of the Parent Borrower, or the provision to the Parent Borrower applicable Loan Documents. Each tranche of Swingline Loans, pursuant to any Other Revolving Credit Commitments established thereby, Refinancing Term Loans incurred under this Section 2.15 shall be in each case on terms substantially equivalent to the terms applicable to Letters of Credit and Swingline Loans under the Commitments. (c) 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, upon that this Agreement and the effectiveness of any other Loan Documents may be amended pursuant to a Refinancing Amendment, this Agreement shall be deemed amended without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness Term Loans incurred pursuant thereto (including any amendments necessary to treat the Term Loans and Term Commitments subject thereto as Other Refinancing Term Loans, Other Revolving Credit Loans, Other Revolving Credit Commitments Loans and/or Other Refinancing Term Commitments). The , (ii) provide certain class protection to the Lenders hereby irrevocably authorize 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 Administrative Agent to enter into any Refinancing Amendment to 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 and such technical amendments as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower RepresentativeBorrower, to effect the provisions of this Subsection 6.1. In additionSection 2.15, if so provided in and the relevant Refinancing Amendment and with Required Lenders hereby expressly authorize the consent of each Issuing Lender, participations in Letters of Credit expiring on or after the Revolving Maturity Date shall be reallocated from Lenders holding Commitments Administrative Agent to Lenders holding extended revolving commitments in accordance with the terms of enter into any such Refinancing Amendment; provided, however, that such participation interests shall, upon receipt thereof by the relevant Lenders holding Commitments, be deemed to be participation interests in respect of such Commitments and the terms of such participation interests (including, without limitation, the commission applicable thereto) shall be adjusted accordingly.

Refinancing Amendments. (a) So long as no Default On one or Event of Default exists or would arise therefrom, at any time more occasions after the Closing Effective Date, the Borrowers may obtain, from any Lender or any Additional Refinancing Lender, Credit Agreement Refinancing Indebtedness in respect of the Facility all or any portion of any Class or Classes of Term Loans and Revolving Credit Loans (or unused Revolving Credit Commitments) then outstanding under this Agreement (which for purposes of this clause (a) will be deemed to include any then outstanding (w) Other Term Loans, (x) Accordion Incremental Term Loans Extended Term Loans, (y) Replacement Term Loans, Incremental Revolving Loans, Incremental Revolving Credit Commitments, Other Revolving Credit Loans and (z) Loans provided against the Accordion Revolving CommitmentsLoans, but will exclude the commitments in respect of the Last-Out Tranche unless (1) the Loans comprising the Last-Out Tranche are the only Loans outstanding and (2) the Commitments for the Other Revolving Credit Facility (excluding the Last-Out Tranche) have been terminated) Commitments and Extended Revolving Credit Commitments of a given Extension Series), in the form of (i) one or more Other Term Loans or Loans, Other Term Loan Commitments, (ii) one Other Revolving Credit Commitments or more Other Revolving Credit Loans pursuant to a Refinancing Amendment; provided that Lenders shall not be obligated to provide such Credit Agreement Refinancing Indebtedness; provided further that notwithstanding anything to the contrary in this Section 2.15 or otherwise, with respect to Revolving Credit Commitments and Other Revolving Credit Commitments available to the same Borrowers and in the same currencies, (1) the borrowing and repayment (except for (A) payments of interest and fees at different rates on such Other Revolving Credit Commitments (and related outstandings), (B) repayments required upon the Maturity Date of such 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 such Other Revolving Credit Commitments after the date of obtaining any Other Revolving Credit Commitments shall be made on a pro rata basis with the Revolving Credit Commitments available to the same Borrowers and in the same currencies as such Other Revolving Credit Commitments, (2) subject to the provisions of Section 2.03(m) and 2.04(g) to the extent dealing with Swing Line Loans and Letters of Credit which mature or (iii) expire after a Maturity Date when there exist Extended 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 the case accordance with their percentage of the Last-Out TrancheU.S. Revolving Credit Commitments (and except as provided in Section 2.03(m) and Section 2.04(g), a new “first-in, last-out” tranche, as the case may be, in each case pursuant without giving effect to a Refinancing Amendment. Each Tranche changes thereto on an earlier Maturity Date with respect to Swing Line Loans and Letters of Credit Agreement Refinancing Indebtedness theretofore incurred under this Subsection 2.7 or issued), (3) 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 in an aggregate principal amount made on a pro rata basis with all other Revolving Credit Commitments, except that is the Borrowers shall be permitted to permanently repay and terminate commitments of any such Class on a greater than a pro rata basis as compared to any other Class with a later Maturity Date than such Class and (x4) not less than $15,000,000 in the case of Other Term Loans or $15,000,000 in the case assignments and participations of Other Revolving Credit Commitments and Other Revolving Credit Loans shall be governed by the same assignment and (y) an integral multiple of $5,000,000 in excess thereofparticipation provisions applicable to Revolving Credit Commitments and Revolving Credit Loans. (b) The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Subsection 6.2 Section 4.02 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) customary legal opinions, board resolutions, resolutions and officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Fourth Restatement Effective Date under Subsection 6.1 (conformed as appropriate) other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion). Any opinion reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Credit Agreement Refinancing Amendment may provide for Indebtedness is provided with the issuance of Letters of Credit for the account benefit of the Parent Borrower, or the provision to the Parent Borrower of Swingline Loans, pursuant to any Other Revolving applicable Credit Commitments established thereby, in each case on terms substantially equivalent to the terms applicable to Letters of Credit and Swingline Loans under the CommitmentsDocuments. (c) The Administrative Agent Each issuance of Credit Agreement Refinancing Indebtedness under Section 2.15(a) shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. be in an aggregate Dollar Equivalent amount that is not less than $25,000,000. (d) Each of the parties hereto hereby agrees that, upon that this Agreement and the effectiveness of any other Credit Documents may be amended pursuant to a Refinancing Amendment, this Agreement shall be deemed amended without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto and (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans, Other Revolving Credit Loans, Other Revolving Credit Commitments and/or Other Term Commitments). The Lenders hereby irrevocably authorize the Administrative Agent to enter into any Refinancing Amendment to ii) effect such other amendments to this Agreement and the other Loan Credit Documents and such technical amendments as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower RepresentativeParent Borrower, to effect the provisions of this Subsection 6.1Section 2.15, and the Required Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment. (e) This Section 2.15 shall supersede any provisions in Sections 2.12, 2.13 or 10.01 to the contrary. In additionFor the avoidance of doubt, if so provided in any of the relevant Refinancing Amendment and provisions of Section 2.15 may be amended with the consent of each Issuing Lender, participations in Letters of Credit expiring on or after the Revolving Maturity Date shall be reallocated from Lenders holding Commitments to Lenders holding extended revolving commitments in accordance with the terms of such Refinancing Amendment; provided, however, that such participation interests shall, upon receipt thereof by the relevant Lenders holding Commitments, be deemed to be participation interests in respect of such Commitments and the terms of such participation interests (including, without limitation, the commission applicable thereto) shall be adjusted accordinglyRequired Lenders.

Refinancing Amendments. (a) So long as no Default or Event of Default exists or would arise therefrom, at At any time after the Closing Date, the Borrowers Borrower may obtain, from any Lender or any Additional Lender, Credit Agreement Refinancing Indebtedness in respect of (i) all or any portion of the Facility Term Loans then outstanding under this Agreement (which which, for purposes of this clause (a) i), will be deemed to include any then outstanding (w) Other Term Loans) or (ii) all or any portion of the Revolving Loans (or unused Revolving Commitments) under this Agreement (which, for purposes of this clause (x) Accordion Term Loansii), (y) will be deemed to include any then outstanding Other Revolving Credit Loans and (z) Loans provided against the Accordion Other Revolving Commitments), but will exclude the commitments in respect of the Last-Out Tranche unless (1) the Loans comprising the Last-Out Tranche are the only Loans outstanding and (2) the Commitments for the Revolving Credit Facility (excluding the Last-Out Tranche) have been terminated) in the form of (ix) one or more Other Term Loans or Other Term Loan Commitments, Commitments or (iiy) one or more Other Revolving Credit Loans or Other Revolving Credit Commitments, or (iii) in the case of the Last-Out Tranche, a new “first-in, last-out” tranche, as the case may be, in each case pursuant to a Refinancing Amendment. Each Tranche of ; provided that such Credit Agreement Refinancing Indebtedness incurred under this Subsection 2.7 (i) will be unsecured or will rank pari passu or junior in right of payment and of security with the other Loans and Commitments hereunder, (ii) will have such pricing and optional prepayment terms as may be agreed by the Borrower and the Lenders thereof, (iii) the Net Proceeds of such Credit Agreement Refinancing Indebtedness shall be in an aggregate principal amount 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, (iv) to that extent that any such Credit Agreement Refinancing Indebtedness is (x) not less than $15,000,000 in the case 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 may be prepaid with the proceeds of voluntary or $15,000,000 in the case of Other Revolving mandatory prepayment events on a pro rata basis or less than pro rata basis (but not greater than pro rata basis) with other then outstanding Term Loans and (yv) an integral multiple to the extent that any such Credit Agreement Refinancing Indebtedness is in the form of $5,000,000 Other Term Loans that are not pari passu in excess thereof. (b) 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. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Subsection 6.2 Section 4.02 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Subsection 6.1 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 opinionopinion 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 Parent Borrower, or the provision to the Parent Borrower of Swingline 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 Swingline Loans under the Revolving Commitments. (c) ; 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 Credit Loans, Other Revolving Credit Commitments and/or Other Term Commitments). The Lenders hereby irrevocably authorize the Administrative Agent to enter into any Any Refinancing Amendment to may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents and such technical amendments as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower RepresentativeBorrower, to effect the provisions of this Subsection 6.1Section 2.21. In addition, if so provided in the relevant Refinancing Amendment and with the consent of each Issuing LenderBank, 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 thereto) shall be adjusted accordingly. (b) 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 outstanding Other Revolving Loans), (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 (2) below)) of Other Revolving Loans after the date of obtaining any Other Revolving Commitments shall be made on a pro rata basis with all other Revolving Commitments, (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 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, (3) subject to the provisions of Sections 2.04 and 2.05 to the extent dealing with Swing Loans and Letters of Credit which mature or expire after a maturity date when there exists Revolving Commitments with a longer maturity date, all Swing Loans and Letters of Credit shall be participated on a pro rata basis by all Revolving Lenders with Other Revolving Commitments in accordance with their percentage of the Revolving Commitments (and except as provided in Sections 2.04 and 2.05, without giving effect to changes thereto on an earlier maturity date with respect to Swing Loans and Letters of Credit theretofore incurred or issued) 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 Revolving Commitments and Revolving Loans. (c) This Section 2.21 shall supersede any provisions in Section 2.18 or Section 9.02 to the contrary.

Refinancing Amendments. (a) So long as no Default On one or Event of Default exists or would arise therefrom, at any time more occasions after the Closing Funding Date, the Borrowers Borrower may obtain, from any Lender or any Additional Lenderother bank, Credit Agreement financial institution or other institutional lender or investor that agrees to provide any portion of any Refinancing Indebtedness in respect of the Facility (which for purposes of this clause (a) will be deemed to include any then outstanding (w) Other Term Loans, (x) Accordion Term Loans, (y) Other Revolving Credit Loans and (z) Loans provided against the Accordion Revolving Commitments, but will exclude the commitments in respect of the Last-Out Tranche unless (1) the Loans comprising the Last-Out Tranche are the only Loans outstanding and (2) the Commitments for the Revolving Credit Facility (excluding the Last-Out Tranche) have been terminated) in the form of (i) one or more Other Term Loans or Other Term Loan Commitments, (ii) one or more Other Revolving Credit Loans or Other Revolving Credit Commitments, or (iii) in the case of the Last-Out Tranche, a new “first-in, last-out” tranche, as the case may be, in each case Refinancing Commitments pursuant to a Refinancing Amendment. Each Tranche of Credit Agreement Amendment in accordance with this Section 2.21 (each, an “Additional Refinancing Indebtedness incurred under this Subsection 2.7 Lender”); provided that the Administrative Agent and the L/C Issuers shall have consented (not to be in an aggregate principal amount that is (xunreasonably withheld or delayed) not less than $15,000,000 in the case of Other Term to such Lender’s or Additional Refinancing Lender’s providing such Refinancing Loans or $15,000,000 in Refinancing Commitments to the case extent such consent, if any, would be required under Section 9.04(b) for an assignment of Other Revolving Commitments or Loans and (y) an integral multiple of $5,000,000 in excess thereofto such Additional Refinancing Lender. (b) The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the following conditions set forth precedent: (i) no Default or Event of Default shall exist and be continuing or would immediately result from the incurrence of such Refinancing Facility; (ii) the representations and warranties of each Loan Party contained in Subsection 6.2 andArticle III or any other Loan Document shall be true and correct in all material respects; provided, that, to the extent reasonably requested by the Administrative Agentthat such representations and warranties specifically refer to an earlier date, receipt by the Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Subsection 6.1 (other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion). Any Refinancing Amendment may provide for the issuance of Letters of Credit for the account of the Parent Borrower, or the provision to the Parent Borrower of Swingline Loans, pursuant to any Other Revolving Credit Commitments established thereby, in each case on terms substantially equivalent to the terms applicable to Letters of Credit and Swingline Loans under the Commitments. (c) The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement they shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence true and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto correct in all material respects as Other Term Loans, Other Revolving Credit Loans, Other Revolving Credit Commitments and/or Other Term Commitments). The Lenders hereby irrevocably authorize the Administrative Agent to enter into any Refinancing Amendment to effect such amendments to this Agreement and the other Loan Documents and such technical amendments as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower Representative, to effect the provisions of this Subsection 6.1. In addition, if so provided in the relevant Refinancing Amendment and with the consent of each Issuing Lender, participations in Letters of Credit expiring on or after the Revolving Maturity Date shall be reallocated from Lenders holding Commitments to Lenders holding extended revolving commitments in accordance with the terms of such Refinancing Amendmentearlier date; provided, howeverfurther, that, any representation and warranty that such participation interests shall, upon receipt thereof by the relevant Lenders holding Commitments, be deemed is qualified as to be participation interests in respect of such Commitments and the terms of such participation interests (including, without limitation, the commission applicable thereto) “materiality,” “Material Adverse Effect” or similar language shall be adjusted accordingly.true and correct (after giving effect to any qualification therein) in all respects on such respective dates; (iii) the Refinancing Maturity Date of (x) any Refinancing Term Facility shall not be earlier than the Final Maturity Date of the Term Loan Facility being refinanced and (y) any Refinancing Facility shall not be earlier than the Final Maturity Date of the Revolving Facility being refinanced;

Refinancing Amendments. (a) So long as no Default On one or Event of Default exists or would arise therefrom, at any time more occasions after the Closing Amendment Effective Date, the Borrowers may obtain, from any Lender or any Additional Lenderother 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 the Facility Revolving Credit Commitments to such Lender or Additional Refinancing Lender, 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, (which for purposes of this clause (aii) will be deemed with respect to include any then outstanding (w) Other Refinancing Term Loans, any Affiliated Lender providing Refinancing Term Loans shall be subject to 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 (xiii) Accordion Term Loans, (y) Affiliated Lenders may not provide Other Revolving Credit Loans and (z) Loans provided against the Accordion Revolving Commitments), but will exclude the commitments in respect of all or any portion of any Class, series or tranche, as selected by the Last-Out Tranche unless (1Borrowers in their sole discretion without prejudice to Section 2.05(a)(i) the above, of Term Loans comprising the Last-Out Tranche are the only Loans outstanding and (2) the Commitments for the or Revolving Credit Loans (or unused Revolving Credit Commitments) or Additional Facility (excluding the Last-Out TrancheCommitments) have been terminated) then outstanding under this Agreement, in the form of (i) one or more Other Refinancing Term Loans or Other Loans, Refinancing Term Loan Commitments, (ii) one or more Other Revolving Credit Loans or Other Revolving Credit Commitments, or (iii) in the case of the Last-Out Tranche, a new “first-in, last-out” tranche, as the case may beOther Revolving Credit Loans, in each case case, constituting Credit Agreement Refinancing Indebtedness pursuant to a Refinancing Amendment. Each Tranche ; 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 Credit Agreement Refinancing Indebtedness incurred under this Subsection 2.7 Commitments (and related outstandings), (B) repayments required upon the maturity date of the Other Revolving Credit Commitments, (C) repayments made in connection with any refinancing of Other Revolving Credit Commitments and (D) 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 in an aggregate principal amount that is made on a pro rata basis (x) not less than $15,000,000 or, in the case of repayment, on a pro rata basis or less than pro rata basis) with all other Revolving Credit Commitments, (2) 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 Term 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 $15,000,000 in issued), (3) the case 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 or greater than pro rata basis with all other Revolving Credit Commitments and (4) assignments and participations of Other Revolving Credit Commitments and Other Revolving Credit Loans shall be governed by the same assignment and (y) an integral multiple of $5,000,000 in excess thereofparticipation provisions applicable to Revolving Credit Commitments and Revolving Credit Loans existing on the date such Other Revolving Credit Commitments are obtained. (b) The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Subsection 6.2 ‎Section 4.03 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) customary legal opinions, board resolutions, resolutions and officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Amendment Effective Date under Subsection 6.1 (other than changes to such legal opinions opinion resulting from a change in law, change in fact or change to counsel’s form of opinion). Any opinion reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Credit Agreement Refinancing Amendment may provide for Indebtedness is provided with the issuance of Letters of Credit for the account benefit of the Parent Borrower, or the provision to the Parent Borrower of Swingline Loans, pursuant to any Other Revolving Credit Commitments established thereby, in each case on terms substantially equivalent to the terms applicable to Letters of Credit and Swingline Loans under the CommitmentsLoan Documents. (c) The Administrative Agent Each Refinancing Commitment shall promptly notify each Lender as be in an aggregate principal amount that is not less than $1,000,000 in the case of an Other Revolving Credit Commitment and $15,000,000 in the case of a Refinancing Term Commitment; provided that such amounts may be less than $1,000,000 and $15,000,000, respectively, if such amount is equal to (x) the effectiveness entire outstanding principal amount of each Refinancing Amendment. the Refinanced Debt that is in the form of Revolving Credit Commitments or (y) the entire principal amount of Refinanced Debt that is in the form of Term Loans.. (d) Each of the parties hereto hereby agrees that, upon that this Agreement and the effectiveness of any other Loan Documents may be amended pursuant to a Refinancing Amendment, this Agreement shall be deemed amended without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred Incurred pursuant thereto and (including any amendments necessary ii) make such other changes to treat this Agreement and the Loans other Loan Documents consistent with the provisions and Commitments subject thereto as Other Term Loans, Other Revolving Credit Loans, Other Revolving Credit Commitments and/or Other Term Commitments). The intent of the third paragraph of ‎Section 10.01 (without the consent of the Required Lenders hereby irrevocably authorize the Administrative Agent to enter into any Refinancing Amendment to called for therein) and (iii) effect such other amendments to this Agreement and the other Loan Documents and such technical amendments as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower RepresentativeParent Borrower, to effect the provisions of this Subsection 6.1. In addition‎Section 2.15, if so provided in and the relevant Refinancing Amendment and with Required Lenders hereby expressly authorize the consent of each Issuing Lender, participations in Letters of Credit expiring on or after the Revolving Maturity Date shall be reallocated from Lenders holding Commitments Administrative Agent to Lenders holding extended revolving commitments in accordance with the terms of enter into any such Refinancing Amendment; provided. (e) This ‎Section 2.15 shall supersede any provisions in ‎Section 2.13 or ‎10.01 to the contrary. (f) Notwithstanding anything in this Agreement to the contrary, howevernothing in this Section 2.15 will be construed to limit the provisions of Section 2.14 or the ability to Incur Indebtedness, that such participation interests shallincluding Refinancing Indebtedness, upon receipt thereof by the relevant Lenders holding Commitments, be deemed to be participation interests in respect under Section 4.09 of such Commitments and the terms of such participation interests (including, without limitation, the commission applicable thereto) shall be adjusted accordinglyAnnex II.

Refinancing Amendments. (a) So long as no Default or Event of Default exists or would arise therefrom, at any time after the Closing Date, the Borrowers The Borrower may obtain, from any Lender or any Additional Lender, Credit Agreement Refinancing Indebtedness (x) in respect 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 Facility Loans and Commitments hereunder (which for purposes of this clause (a) purpose will be deemed to include any then outstanding (w) Other Revolving Commitments, Other Revolving Loans and/or Other Term Loans), pursuant to a Refinancing Amendment; provided that such Credit Agreement Refinancing Indebtedness (i) will rank pari passu in right of payment and of security with the other Loans and Commitments hereunder, (ii) will have such pricing, fees (including upfront fees and OID), optional prepayment terms, redemption premiums and subordination terms as may be agreed by the Borrower and the Lenders thereof, (iii) (x) Accordion Term Loans, (y) Other Revolving Credit Loans and (z) Loans provided against the Accordion Revolving Commitments, but will exclude the commitments in with respect of the Last-Out Tranche unless (1) the Loans comprising the Last-Out Tranche are the only Loans outstanding and (2) the Commitments for the Revolving Credit Facility (excluding the Last-Out Tranche) have been terminated) in the form of (i) one or more to any Other Term Loans or Other Term Loan Commitments, will have a maturity date that 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 that is not shorter than the remaining Weighted Average Life to Maturity of the Class of Term Loans being refinanced (iiif applicable) one or more and (y) with respect to any Other Revolving Credit Loans or Other Revolving Credit Commitments, will have a maturity date that is not prior to the maturity date with respect to the Class of Revolving Commitments or Class of Term Loans being refinanced and (iiiiv) in except as otherwise permitted herein, will have terms and conditions taken as a whole that are substantially identical to, or no more favorable to the case of the Last-Out Tranche, a new “first-in, last-out” tranche, as the case may be, in each case pursuant to a Refinancing Amendment. Each Tranche of Lenders providing such Credit Agreement Refinancing Indebtedness incurred under this Subsection 2.7 shall be in an aggregate principal amount than, the Refinanced Debt; provided further that is (x) not less than $15,000,000 the terms and conditions applicable to such 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 that is in effect on the case of Other Term Loans date such Credit Agreement Refinancing Indebtedness is incurred or $15,000,000 in the case of Other Revolving Loans obtained and (y) an integral multiple the effectiveness of $5,000,000 any Refinancing Amendment, together with the effectiveness of any increase in excess thereof. (b) Revolving Commitments, 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 Subsection 6.2 and, 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 extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent effective date of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date such Refinancing Amendment). Each Class of Credit Agreement Refinancing Indebtedness incurred under Subsection 6.1 (other this Section 2.19 shall be in an aggregate principal amount that is not less than changes to such legal opinions resulting from a change $50,000,000 and an integral multiple of $5,000,000 in law, change in fact or change to counsel’s form of opinion)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 Credit Commitments established thereby, in each case on terms substantially equivalent to the terms applicable to Letters of Credit and Swingline Loans under the Commitments. (c) Revolving Commitments hereunder. 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). The Lenders hereby irrevocably authorize the Administrative Agent to enter into any Any Refinancing Amendment to may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents and such technical amendments as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower RepresentativeBorrower, to effect the provisions of this Subsection 6.1Section 2.19. In addition, if so provided in the relevant Refinancing Amendment and with the consent of each Issuing LenderBank, participations in Letters of Credit expiring on or after the Revolving Maturity Date shall be reallocated from Lenders holding Revolving Commitments hereunder 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 Commitmentssuch extended revolving commitments, be deemed to be participation interests in respect of such Commitments extended revolving commitments and the terms of such participation interests (including, without limitation, the commission applicable thereto) shall be adjusted accordingly. (b) This Section 2.19 shall supercede any provisions in Section 2.17 or 9.02 to the contrary.

Refinancing Amendments. (a) So long as no Default After the Spinoff Date, (a) notwithstanding anything to the contrary in this Agreement, including Section 2.18(c) (which provisions shall not be applicable to this Section 2.23), the Borrower Representative may by written notice to the Administrative Agent establish one or Event more additional tranches of Default exists term loans under this Agreement (such loans, “Refinancing Term Loans”), all Net Proceeds of which are used to Refinance in whole or would arise therefromin part any Class of Term Loans pursuant to Section 2.11(b)(2). Each such notice shall specify the date (each, at any time a “Refinancing Effective Date”) on which the Borrower Representative proposes that the Refinancing Term Loans shall be made, which shall be a date not earlier than five (5) Business Days after the Closing Datedate on which such notice is delivered to the Administrative Agent (or such shorter period agreed to by the Administrative Agent in its sole discretion); provided, that: (i) before and after giving effect to the borrowing of such Refinancing Term Loans on the Refinancing Effective Date each of the conditions set forth in Section 4.03 shall be satisfied; (ii) the final maturity date of the Refinancing Term Loans shall be no earlier than the Term Facility Maturity Date of the refinanced Term Loans; (iii) the Weighted Average Life to Maturity of such Refinancing Term Loans shall be no shorter than the then-remaining Weighted Average Life to Maturity of the refinanced Term Loans; (iv) the aggregate principal amount of the Refinancing Term Loans shall not exceed the outstanding principal amount of the refinanced Term Loans plus amounts used to pay fees, premiums, costs and expenses (including original issue discount) and accrued interest associated therewith; (v) all other terms applicable to such Refinancing Term Loans (other than provisions relating to original issue discount, upfront fees, interest rates and any other pricing terms and optional prepayment or mandatory prepayment or redemption terms, which shall be as agreed between the applicable Borrower and the Lenders providing such Refinancing Term Loans) taken as a whole shall (as determined by the applicable Borrower in good faith) be substantially similar to, or no more restrictive to Parent and its Subsidiaries than, the Borrowers terms, taken as a whole, applicable to the Term Loans being refinanced (except to the extent such covenants and other terms apply solely to any period after the Latest Maturity Date or are otherwise reasonably acceptable to the Administrative Agent); (vi) [reserved]; (vii) there shall be no borrower (other than the Borrowers) and no guarantors (other than the Loan Parties) in respect of such Refinancing Term Loans; (viii) Refinancing Term Loans shall not be secured by any asset of Parent or any of its subsidiaries other than the Collateral; and (ix) Refinancing Term Loans may obtainparticipate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) in any mandatory prepayments (other than as provided otherwise in the case of such prepayments pursuant to Section 2.11(b)(2)) hereunder, from as specified in the applicable Refinancing Amendment. (b) Any Borrower may approach any Lender or any Additional Lenderother person that would be a permitted Assignee pursuant to Section 9.04 to provide all or a portion of the Refinancing Term Loans; provided, Credit Agreement that any Lender offered or approached to provide all or a portion of the Refinancing Indebtedness Term Loans may elect or decline, in its sole discretion, to provide a Refinancing Term Loan. Any Refinancing Term Loans made on any Refinancing Effective Date shall be designated an additional Class of Term Loans for all purposes of this Agreement; provided, further, that any Refinancing Term Loans may, to the extent provided in the applicable Refinancing Amendment governing such Refinancing Term Loans, be designated as an increase in any previously established Class of Term Loans made to a Borrower. (c) Notwithstanding anything to the contrary in this Agreement, including Section 2.18(c) (which provisions shall not be applicable to this Section 2.23), the Borrower Representative may by written notice to the Administrative Agent establish one or more additional Facilities (“Replacement Revolving Facilities”) providing for revolving commitments (“Replacement Revolving Facility Commitments” and the revolving loans thereunder, “Replacement Revolving Loans”), which replace in whole or in part any Class of Revolving Facility Commitments under this Agreement. Each such notice shall specify the date (each, a “Replacement Revolving Facility Effective Date”) on which the Borrower Representative proposes that the Replacement Revolving Facility Commitments shall become effective, which shall be a date not less than five (5) Business Days after the date on which such notice is delivered to the Administrative Agent (or such shorter period agreed to by the Administrative Agent in its reasonable discretion); provided, that: (i) before and after giving effect to the establishment of such Replacement Revolving Facility Commitments on the Replacement Revolving Facility Effective Date, each of the conditions set forth in Section 4.03 shall be satisfied; (ii) after giving effect to the establishment of any Replacement Revolving Facility Commitments and any concurrent reduction in the aggregate amount of any other Revolving Facility Commitments, the aggregate amount of Revolving Facility Commitments shall not exceed the aggregate amount of the Revolving Facility Commitments outstanding immediately prior to the applicable Replacement Revolving Facility Effective Date plus amounts used to pay fees, premiums, costs and expenses (including original issue discount) and accrued interest associated therewith; (iii) no Replacement Revolving Facility Commitments shall have a final maturity date (or require commitment reductions or amortizations) prior to the Revolving Facility Maturity Date for the Revolving Facility Commitments being replaced; (iv) all other terms applicable to such Replacement Revolving Facility (other than provisions relating to (x) fees, interest rates and other pricing terms and prepayment and commitment reduction and optional redemption terms which shall be as agreed between the applicable Borrower and the Lenders providing such Replacement Revolving Facility Commitments and (y) the amount of any letter of credit sublimit under such Replacement Revolving Facility, which shall be as agreed between the applicable Borrower, the Lenders providing such Replacement Revolving Facility Commitments, the Administrative Agent and the replacement issuing bank, if any, under such Replacement Revolving Facility Commitments) taken as a whole shall (as determined by the applicable Borrower in good faith) be substantially similar to, or no more restrictive to Parent and the Subsidiaries than, those, taken as a whole, applicable to the Revolving Facility Commitments so replaced (except to the extent such covenants and other terms apply solely to any period after the latest Revolving Facility Maturity Date in effect at the time of incurrence or are otherwise reasonably acceptable to the Administrative Agent); and (v) there shall be no borrower (other than the Borrowers) and no guarantors (other than the Guarantors) in respect of the Facility (which for purposes of this clause (a) will be deemed to include any then outstanding (w) Other Term Loans, (x) Accordion Term Loans, (y) Other such Replacement Revolving Credit Loans Facility; and (zvi) Replacement Revolving Facility Commitments and extensions of credit thereunder shall not be secured by any asset of Parent and its subsidiaries other than the Collateral. In addition, the applicable Borrower may establish Replacement Revolving Facility Commitments to refinance and/or replace all or any portion of a Term Loan hereunder (regardless of whether such Term Loan is repaid with the proceeds of Replacement Revolving Loans or otherwise), so long as the aggregate amount of such Replacement Revolving Facility Commitments does not exceed the aggregate amount of Term Loans repaid at the time of establishment thereof plus amounts used to pay fees, premiums, costs and expenses (including original issue discount) and accrued interest associated therewith (it being understood that such Replacement Revolving Facility Commitment may be provided against by the Accordion Revolving Commitments, but will exclude Lenders holding the commitments in respect of the Last-Out Tranche unless (1Term Loans being repaid and/or by any other person that would be a permitted Assignee hereunder) the Loans comprising the Last-Out Tranche are the only Loans outstanding and (2) the Commitments for the Revolving Credit Facility (excluding the Last-Out Tranche) have been terminated) in the form of so long as (i) one or more Other Term Loans or Other Term Loan before and after giving effect to the establishment such Replacement Revolving Facility Commitments on the Replacement Revolving Facility Effective Date each of the conditions set forth in Section 4.03 shall be satisfied to the extent required by the relevant agreement governing such Replacement Revolving Facility Commitments, (ii) one or more Other the remaining life to termination of such Replacement Revolving Credit Loans or Other Revolving Credit CommitmentsFacility Commitments shall be no shorter than the Weighted Average Life to Maturity then applicable to the refinanced Term Loans, or (iii) in the case final termination date of the Last-Out TrancheReplacement Revolving Facility Commitments shall be no earlier than the Term Facility Maturity Date of the refinanced Term Loans, (iv) [reserved], (v) there shall be no borrower (other than the Borrowers) and no guarantors (other than the Guarantors) in respect of such Replacement Revolving Facility; and (vi) all other terms applicable to such Replacement Revolving Facility (other than provisions relating to (x) fees, interest rates and other pricing terms and prepayment and commitment reduction and optional redemption terms which shall be as agreed between the applicable Borrower and the Lenders providing such Replacement Revolving Facility Commitments and (y) the amount of any letter of credit sublimit under such Replacement Revolving Facility, which shall be as agreed between the Applicable Borrower, the Lenders providing such Replacement Revolving Facility Commitments, the Administrative Agent and the replacement issuing bank, if any, under such Replacement Revolving Facility Commitments) taken as a new “first-inwhole shall (as determined by the applicable Borrower in good faith) be substantially similar to, last-out” trancheor no more restrictive to Parent and its Subsidiaries than, those, taken as a whole, applicable to the Term Loans being refinanced (except to the extent such covenants and other terms apply solely to any period after the Latest Maturity Date or are otherwise reasonably acceptable to the Administrative Agent). Solely to the extent that an Issuing Bank is not a replacement issuing bank under a Replacement Revolving Facility, it is understood and agreed that such Issuing Bank shall not be required to issue any letters of credit under such Replacement Revolving Facility and, to the extent it is necessary for such Issuing Bank to withdraw as an Issuing Bank, as the case may be, in each case pursuant to a Refinancing Amendment. Each Tranche at the time of Credit Agreement Refinancing Indebtedness incurred under this Subsection 2.7 the establishment of such Replacement Revolving Facility, such withdrawal shall be in an aggregate principal amount that is (x) not less than $15,000,000 in the case of Other Term Loans or $15,000,000 in the case of Other Revolving Loans on terms and (y) an integral multiple of $5,000,000 in excess thereof. (b) The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Subsection 6.2 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Subsection 6.1 (other than changes satisfactory to such legal opinions resulting from a change Issuing Bank in law, change in fact or change to counsel’s form of opinion). Any Refinancing Amendment may provide for the issuance of Letters of Credit for the account of the Parent Borrower, or the provision to the Parent Borrower of Swingline Loans, pursuant to any Other Revolving Credit Commitments established thereby, in each case on terms substantially equivalent to the terms applicable to Letters of Credit and Swingline Loans under the Commitments. (c) The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans, Other Revolving Credit Loans, Other Revolving Credit Commitments and/or Other Term Commitments)its sole discretion. The Lenders hereby irrevocably authorize the Administrative Agent Initial Borrower agrees to enter into any Refinancing Amendment to effect such amendments to this Agreement and the other Loan Documents and such technical amendments as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower Representative, to effect the provisions of this Subsection 6.1. In addition, if so provided in the relevant Refinancing Amendment and with the consent of reimburse each Issuing LenderBank in full upon demand, participations in Letters of Credit expiring on for any reasonable and documented out-of-pocket cost or after the Revolving Maturity Date shall be reallocated from Lenders holding Commitments expense attributable to Lenders holding extended revolving commitments in accordance with the terms of such Refinancing Amendment; provided, however, that such participation interests shall, upon receipt thereof by the relevant Lenders holding Commitments, be deemed to be participation interests in respect of such Commitments and the terms of such participation interests (including, without limitation, the commission applicable thereto) shall be adjusted accordinglywithdrawal.

Refinancing Amendments. (a) So long as no Default or Event of Default exists or would arise therefrom, at At any time after the Closing Date, the Borrowers may obtain, from any Lender or any Additional Lender, Credit Agreement Refinancing Indebtedness Debt in respect of the Facility (which for purposes of this clause (a) will be deemed to include any then outstanding (w) Other Term Loans, (x) Accordion all or any portion of the Term Loans, Loans then outstanding under this Agreement and/or (y) Other all or any portion of the Revolving Credit Loans and (z) Loans provided against the Accordion then outstanding under this Agreement or any existing Class of Revolving Credit Commitments, but will exclude the commitments in respect of the Last-Out Tranche unless (1) the Loans comprising the Last-Out Tranche are the only Loans outstanding and (2) the Commitments for the Revolving Credit Facility (excluding the Last-Out Tranche) have been terminated) in the form of (i) one or more Other Term Loans or Other Term Loan Commitments, (ii) one or more Commitments and/or Other Revolving Credit Loans or Other Revolving Credit Commitments, or (iii) in the case of the Last-Out Tranche, a new “first-in, last-out” trancherespectively, as the case may be, in each case pursuant to a Refinancing Amendment. Each Tranche of ; provided that such Credit Agreement Refinancing Indebtedness incurred under this Subsection 2.7 shall Debt: (i) may be in an aggregate principal amount that is (x) not less than $15,000,000 secured under the Security Documents and rank pari passu in right of payment with the other Loans and Commitments hereunder, (y) secured on a junior basis with the other Loans and Commitment hereunder and subject to (in the case of security in a junior basis) entry into a Customary Intercreditor Agreement or (z) unsecured; (ii) will have such pricing, premiums and optional prepayment and redemption terms as may be agreed by the Borrower and the Lenders thereof; (iii) subject to clause (ii) above, the parenthetical at the end of this clause (iii) and the proviso immediately following clause (v) below, will have terms and conditions that are either substantially identical to, or, taken as a whole, less favorable to the Lenders or Additional Lenders providing such Credit Agreement Refinancing Debt than, the Refinanced Credit Agreement Debt (other than immaterial terms and terms and conditions to the extent that such terms are more favorable to the Lenders or Additional Lenders providing such Credit Agreement Refinancing Debt than those applicable to the Refinanced Credit Agreement Debt that are added for the benefit of the Lenders pursuant to an amendment to this Agreement executed by the Company and the Administrative Agent); (iv) (A) the proceeds of such Credit Agreement Refinancing Debt shall be applied, substantially concurrently with the incurrence thereof, to the prepayment of outstanding Loans being so refinanced plus accrued interest and premium, make-whole or penalty payments applicable thereto and any fees and expenses (including upfront fees and original issue discount) in connection with such Credit Agreement Refinancing Debt and (B) with respect to any Credit Agreement Refinancing Debt comprising Other Revolving Credit Commitments, the commitments of the Revolving Credit Facility being so refinanced shall be automatically and permanently terminated immediately upon effectiveness of such Other Revolving Credit Commitments; and (v) to the extent that such Other Term Loans or $15,000,000 in the case of and Other Revolving Credit Commitments are secured by liens on the Collateral and rank pari passu in right of payment with the other Loans and Commitments hereunder, such Other Term Loans and Other Revolving Credit Commitments may participate on a pro rata basis or a less than pro rata basis (ybut not greater than pro rata basis) an integral multiple of $5,000,000 with the other Loans and Commitments hereunder; provided, further, that the terms and conditions applicable to such Credit Agreement Refinancing Debt may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrowers and the lenders or holders thereof and applicable only during periods after the Latest Maturity Date that is in excess thereof. (b) The effect on the date such Credit Agreement Refinancing Debt is issued, incurred or obtained. To the extent effected pursuant to a Refinancing Amendment, the effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Subsection 6.2 Section 5.03 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Subsection 6.1 Section 5.01 (other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinionopinion reasonably satisfactory to the Administrative Agent). (b) Each Class of Credit Agreement Refinancing Debt incurred under this Section 2.30 shall be in an aggregate principal amount that is either (i) sufficient to refinance the entire outstanding amount of the applicable Class of Loans and/or Commitments being refinanced pursuant to this Section 2.30 or (ii) not less than (x) $50,000,000 in the case of a refinancing of Term Loans and (y) $25,000,000 in the case of a refinancing of Revolving Credit Commitments or Other Revolving Credit Commitments. Any Refinancing Amendment may provide for the issuance of Letters of Credit for the account of the Parent Borrower, or the provision to the Parent Borrower of Swingline Loans, pursuant to any Other Revolving Credit Commitments established thereby, in each case on terms substantially equivalent to the terms applicable to Letters of Credit and Swingline Loans under the Revolving Credit Commitments as of the Closing Date. In addition, if so provided in the relevant Refinancing Amendment and with the consent of each Issuing Lender, participations in Letters of Credit expiring on or after the maturity date applicable to the Revolving Credit Facility shall be reallocated from Lenders holding Initial Revolving Credit 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 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 thereto) shall be adjusted accordingly. (c) Notwithstanding anything to the contrary in this Section 2.30 or otherwise, (i) the borrowing and repayment (except for (A) payments of interest and fees at different rates on Other Revolving Credit Commitments (and related outstandings), (B) 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 (iii) 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 with all other Revolving Credit Commitments, (ii) in respect of Letters of Credit which mature or expire after a maturity date when there exist Other Revolving Credit Commitments with a longer maturity date, all Letters of Credit shall be participated on a pro rata basis by all Revolving Credit Lenders with Revolving Credit Commitments in accordance with their percentage of the Revolving Credit Commitments, (iii) 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 Revolving Credit Commitments, 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 (iv) assignments and participations of Other Revolving Credit Commitments and Other Revolving Credit Loans shall be governed by the same assignment and participation provisions applicable to Revolving Credit Commitments and Revolving Credit Loans. (d) The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Credit Agreement Refinancing Indebtedness Debt incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans, Other Revolving Credit LoansTerm Commitments, Other Revolving Credit Commitments Loans and/or Other Term Revolving Credit Commitments). The Lenders hereby irrevocably authorize the Administrative Agent to enter into any . (e) Any Refinancing Amendment to may, without the consent of any other Lenders, effect such amendments to this Agreement Agreement, any intercreditor agreement (or to effect a replacement of any intercreditor agreement or put in place a Customary Intercreditor Agreement, as applicable) and the other Loan Documents and such technical amendments as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower RepresentativeBorrowers, to effect the provisions of this Subsection 6.1. In additionSection 2.30. (f) Notwithstanding anything to the contrary in this Agreement, if so provided this Section 2.30 shall supersede any provisions in Sections 2.18 or 10.01 to the relevant Refinancing Amendment contrary and with the consent Borrower and the Administrative Agent may amend Section 2.18 solely to the extent necessary to give effect to the permitted terms and conditions of each Issuing Lender, participations in Letters of Credit expiring on or after the Revolving Maturity Date shall be reallocated from Lenders holding Commitments to Lenders holding extended revolving commitments in accordance with the terms of such any Refinancing Amendment; provided, however, that such participation interests shall, upon receipt thereof by the relevant Lenders holding Commitments, be deemed to be participation interests in respect of such Commitments and the terms of such participation interests (including, without limitation, the commission applicable thereto) shall be adjusted accordingly.

Refinancing Amendments. (a) So long as no Default or Event of Default exists or would arise therefrom, at At any time after the Closing Restatement Effective Date, the Borrowers Company may obtain, obtain from any Lender or any Additional Lender, Lender Credit Agreement Refinancing Indebtedness in respect of (a) all or any portion of the Facility Term Loans then outstanding under this Agreement (which for purposes of this clause (a) will be deemed to include any then outstanding (w) Other Term Loans, ) or (xb) Accordion Term Loans, (y) Other 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 (z) Loans provided against the Accordion Other Revolving Commitments), but will exclude the commitments in respect of the Last-Out Tranche unless (1) the Loans comprising the Last-Out Tranche are the only Loans outstanding and (2) the Commitments for the Revolving Credit Facility (excluding the Last-Out Tranche) have been terminated) in the form of (ix) one or more Other Term Loans or Other Term Loan CommitmentsCommitments 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 (iiy) one or more Other Revolving Credit Loans or Other Revolving Credit Commitments, or (iii) in the case of the Last-Out Tranche, a new “first-in, last-out” tranche, as the case may berespectively, in each case pursuant to a Refinancing Amendment. Each Tranche of ; provided that such Credit Agreement Refinancing Indebtedness incurred under this Subsection 2.7 shall (i) will rank pari passu in right of payment and of security with the other Loans and Commitments hereunder, (ii) have such pricing and optional prepayment terms as may be in an aggregate principal amount agreed by the Company and the Lenders thereof and (iii) otherwise be treated hereunder no more favorably, including with respect to covenants and events of default, than the Refinanced Debt; provided further that the terms and conditions applicable to such 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 Company and the Lenders thereof and applicable only during periods after (A) the Latest Maturity Date that is in effect on the date such Credit Agreement Refinancing Indebtedness is issued, incurred or obtained or (xB) not less than $15,000,000 the Company and all other Loan Parties have been released from all obligations in respect of such Credit Agreement Refinancing Indebtedness and such Credit Agreement Refinancing Indebtedness has been assumed in full by a new borrower or borrowers as agreed by the case applicable Lenders and Additional Lenders in respect of Other Term Loans such Credit Agreement Refinancing Indebtedness at the time such Credit Agreement Refinancing Indebtedness is issued, incurred or $15,000,000 in the case of Other Revolving Loans and (y) an integral multiple of $5,000,000 in excess thereof. (b) obtained. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Subsection 6.2 Section 4.02 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Restatement Effective Date under Subsection 6.1 (Section 7 of the Amendment and Restatement Agreement other than changes to such legal opinions opinion resulting from a change in law, change in fact or change to counsel’s form of opinion)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 Parent BorrowerCompany, or the provision to the Parent Borrower Company of Swingline 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 Swingline Swing Line Loans under the Revolving Credit Commitments. (c) . The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans, Other Revolving Credit Loans, Other Revolving Credit Commitments and/or Other Term Commitments). The Lenders hereby irrevocably authorize the Administrative Agent to enter into any Any Refinancing Amendment to may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents and such technical amendments as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower RepresentativeCompany, to effect the provisions of this Subsection 6.1Section. In addition, if so provided This Section 2.18 shall supersede any provisions in Section 2.13 or 10.01 to the relevant Refinancing Amendment and with the consent of each Issuing Lender, participations in Letters of Credit expiring on or after the Revolving Maturity Date shall be reallocated from Lenders holding Commitments to Lenders holding extended revolving commitments in accordance with the terms of such Refinancing Amendment; provided, however, that such participation interests shall, upon receipt thereof by the relevant Lenders holding Commitments, be deemed to be participation interests in respect of such Commitments and the terms of such participation interests (including, without limitation, the commission applicable thereto) shall be adjusted accordinglycontrary.

Refinancing Amendments. (a) So long as no Default or Event of Default exists or would arise therefrom, at At any time after the Closing Restatement Effective Date, the Borrowers Company or any Overseas Borrower may obtain, obtain from any Lender or any Additional Lender, Lender Credit Agreement Refinancing Indebtedness in respect of (a) all or any portion of the Facility Term Loans then outstanding under this Agreement (which for purposes of this clause (a) will be deemed to include any then outstanding (w) Other Term Loans, ) or (xb) Accordion Term Loans, (y) Other 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 (z) Loans provided against the Accordion Other Revolving Commitments), but will exclude the commitments in respect of the Last-Out Tranche unless (1) the Loans comprising the Last-Out Tranche are the only Loans outstanding and (2) the Commitments for the Revolving Credit Facility (excluding the Last-Out Tranche) have been terminated) in the form of (ix) one or more Other Term Loans or Other Term Loan Commitments, Commitments or (iiy) one or more Other Revolving Credit Loans or Other Revolving Credit Commitments, or (iii) in the case of the Last-Out Tranche, a new “first-in, last-out” tranche, as the case may berespectively, in each case pursuant to a Refinancing Amendment. Each Tranche of ; provided that such Credit Agreement Refinancing Indebtedness incurred under this Subsection 2.7 shall (i) will rank pari passu in right of payment and of security with the other Loans and Commitments hereunder, (ii) have such pricing and optional prepayment terms as may be in an aggregate principal amount agreed by the Company and the Lenders thereof and (iii) otherwise be treated hereunder no more favorably, including with respect to covenants and events of default, than the Refinanced Debt; provided further that the terms and conditions applicable to such Credit Agreement Refinancing Indebtedness may provide for any additional or different financial or other covenants or other provisions that are agreed between the Company and the Lenders thereof and applicable only during periods after the Latest Maturity Date that is (x) not less than $15,000,000 in effect on the case of Other Term Loans date such Credit Agreement Refinancing Indebtedness is issued, incurred or $15,000,000 in the case of Other Revolving Loans and (y) an integral multiple of $5,000,000 in excess thereof. (b) obtained. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Subsection 6.2 Section 4.02 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Restatement Effective Date under Subsection 6.1 (Section 7 of the Amendment and Restatement Agreement other than changes to such legal opinions opinion resulting from a change in law, change in fact or change to counsel’s form of opinion)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 Parent BorrowerCompany, or the provision to the Parent Borrower Company of Swingline 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 Swingline Swing Line Loans under the Revolving Credit Commitments. (c) . The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans, Other Revolving Credit Loans, Other Revolving Credit Commitments and/or Other Term Commitments). The Lenders hereby irrevocably authorize the Administrative Agent to enter into any Any Refinancing Amendment to may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents and such technical amendments as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower RepresentativeCompany, to effect the provisions of this Subsection 6.1. In addition, if so provided in the relevant Refinancing Amendment and with the consent of each Issuing Lender, participations in Letters of Credit expiring on or after the Revolving Maturity Date shall be reallocated from Lenders holding Commitments to Lenders holding extended revolving commitments in accordance with the terms of such Refinancing Amendment; provided, however, that such participation interests shall, upon receipt thereof by the relevant Lenders holding Commitments, be deemed to be participation interests in respect of such Commitments and the terms of such participation interests (including, without limitation, the commission applicable thereto) shall be adjusted accordinglySection.

Refinancing Amendments. (a) So long as no Default or Event of Default exists or would arise therefrom, at At any time after the Closing Date, the Borrowers Borrower may obtain, from any Lender or any Additional Lender, Credit Agreement Refinancing Indebtedness under this Agreement in respect of the Facility (which for purposes i) all or any portion of this clause (a) will be deemed to include any Incremental Term Loans then outstanding under this Agreement or (wii) 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, (x) Accordion Loans or Other Term Loans, Loan Commitments or (y) Other Revolving Credit Loans and (z) Loans provided against the Accordion or Other Revolving Commitments, but as the case may be, in each case, pursuant to a Refinancing Amendment; provided that such Credit Agreement Refinancing Indebtedness (i) will exclude rank pari passu (or, at the commitments Borrower’s option, junior) in respect right of payment and of security with the Last-Out Tranche unless other Loans and Commitments hereunder, (1ii) 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 such pricing, fees, optional prepayments or redemption terms and premiums as may be agreed by the Loans comprising Borrower and the Last-Out Tranche are lenders thereof, (iv) will, in the only Loans outstanding and (2) the Commitments for the Revolving case of any Credit Facility (excluding the Last-Out Tranche) have been terminated) Agreement Refinancing Indebtedness in the form of (i) one or more Other Term Loans or Other Term Loan Commitments, share ratably in (iior, if junior in right of payment or as to security, on a junior basis in respect of) one any prepayments of Term Loans (unless the Other Term Loans agree to participate on a less than pro rata basis in any voluntary or more mandatory prepayments or repayments), (v) will, in the case of any Credit Agreement Refinancing Indebtedness in the form of Other Revolving Credit Loans or Other Revolving Credit 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(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 (iiiand except as provided in Section 2.01(d) 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, (vi) in the case of any Credit Agreement Refinancing Indebtedness that is (x) pari passu, shall be subject to the Last-Out TrancheFirst Lien Intercreditor Agreement and (y) junior to the Obligations under this Agreement with respect to security, a new “first-inshall be subject to the Junior Lien Intercreditor Agreement, last-out” tranche, as (vii) in the case of any Other Revolving Loans and Other Revolving Commitments, will not contain any mandatory prepayment or commitment reduction provisions other than any such provisions applicable to the then-existing Revolving Loans and Revolving Loan Commitments prior to the Latest Maturity Date with respect to any then in effect Revolving Loans and Revolving Commitments and (viii) will have terms and conditions that are substantially identical to, or (taken as a whole) no more favorable (as reasonably determined by the Borrower) to the investors providing such Credit Agreement Refinancing Indebtedness than, the Refinanced Debt; provided, further, that the terms and conditions applicable to such Credit Agreement Refinancing Indebtedness may beprovide 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 that is in effect on the date such Credit Agreement Refinancing Indebtedness is issued, in each case pursuant to a Refinancing Amendmentincurred or obtained. Each Tranche Class of Credit Agreement Refinancing Indebtedness incurred under this Subsection 2.7 Section 2.17 shall be in an aggregate principal amount that is (x) not less than $15,000,000 in the case of Other Term Loans or $15,000,000 in the case of Other Revolving Loans and (y) an integral multiple of $5,000,000 in excess thereof. (b) The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Subsection 6.2 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Subsection 6.1 (other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion). Any Refinancing Amendment may provide for the issuance of Letters of Credit for the account of the Parent Borrower, or the provision to the Parent Borrower of Swingline Loans, pursuant to any Other Revolving Credit Commitments established thereby, in each case on terms substantially equivalent to the terms applicable to Letters of Credit and Swingline Loans under the Commitments. (c) The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans, Revolving Loans and/or Other Revolving Credit Loans, Other Revolving Credit Commitments and/or Other Term Commitments). The Lenders hereby irrevocably authorize the Administrative Agent to enter into any Any Refinancing Amendment to may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Credit Documents and such technical amendments as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower RepresentativeBorrower, to effect the provisions of this Subsection 6.1Section 2.17. In addition, if so provided in the relevant Refinancing Amendment and with case of the consent provision of each Issuing Lenderany Other Revolving Commitments, participations in Letters of Credit expiring on or after the Revolving Maturity Date and Swingline Loans shall be reallocated from Lenders holding existing Revolving Loan Commitments to Lenders holding extended revolving commitments in accordance with Other Revolving Commitments as needed to reflect the terms revised Revolving Percentages of such the various Revolving Lenders. For the avoidance of doubt, no existing Lender shall be obligated to provide any Credit Agreement Refinancing Amendment; providedIndebtedness. (c) Credit Agreement Refinancing Indebtedness may also be incurred outside of this Agreement, however, that such participation interests shall, upon receipt thereof by subject to the relevant Lenders holding Commitmentsrequirements of Section 10.04, be deemed the definition of Credit Agreement Refinancing Indebtedness, the satisfaction of Section 2.17(a)(v), if applicable, and, except with respect to be participation interests in respect of such Commitments Permitted Unsecured Refinancing Debt, Section 2.17(a)(vi), and the various component defined terms of such participation interests as used therein. (includingd) This Section 2.17 shall supersede any provisions in Section 2.07, without limitation2.08, 13.06 or 13.10 to the commission applicable thereto) shall be adjusted accordinglycontrary.

Refinancing Amendments. (a) So long as no Default or Event of Default exists or would arise therefrom, at At any time after the Closing Date, the Borrowers Lead Borrower may obtain, from any Lender or any Additional Lenderadditional Eligible Assignee, Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Facility Term B-1 Loans, Incremental Term Loans or New Term Loans then outstanding under this Agreement (which for purposes of this clause (a) will be deemed to include any then outstanding (w) Other Term Loans, (x) Accordion Term Loans, (y) Other Revolving Credit Loans and (z) Loans provided against the Accordion Revolving Commitments, but will exclude the commitments in respect of the Last-Out Tranche unless (1) the Loans comprising the Last-Out Tranche are the only Loans outstanding and (2) the Commitments for the Revolving Credit Facility (excluding the Last-Out Tranche) have been terminated) in the form of (i) one or more Other Term Loans or Other Term Loan Commitments), in the form of Other Term Loans or Other Term Loan Commitments; provided that such Credit Agreement Refinancing Indebtedness (i) incurred by the Lead Borrower will rank pari passu in right of payment and of security with the other Term Loans hereunder, (ii) one will have such pricing, fees, premiums, interest or more optional prepayment or redemption terms as may be agreed by the applicable Borrower and the Lenders thereof, (iii) any Credit Agreement Refinancing Indebtedness in the form of Other Revolving Credit Term Loans or Other Revolving Credit CommitmentsTerm Loan Commitments shall share ratably in any prepayments of Term B-1 Loans, Incremental Term Loans or (iii) in the case of the Last-Out Tranche, a new “first-in, last-out” trancheNew Term Loans, as the case may bebe (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 terms and conditions that are substantially identical to, or (taken as a whole) less favorable to the investors providing such Credit Agreement Refinancing Indebtedness than, the Refinanced Debt; provided further that the terms and conditions applicable to such 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 that is in each case pursuant to a effect on the date such Credit Agreement Refinancing AmendmentIndebtedness is issued, incurred or obtained. Each Tranche Class of Credit Agreement Refinancing Indebtedness incurred under this Subsection 2.7 Section 2.26 shall be in an aggregate principal amount that is (x) not less than $15,000,000 10,000,000 in the case of Other Term Loans or $15,000,000 in the case of Other Revolving Loans and (y) an integral multiple of $5,000,000 1,000,000 in excess thereof. (b) . The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Subsection 6.2 Section 4.01 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) legal opinions, board resolutions, resolutions and officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Subsection 6.1 (other than changes to such legal opinions opinion resulting from a change in law, change in fact or change to counsel’s form of opinion). Any opinion reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Security Documents as may be reasonably requested by the Administrative Agent (including amendments to the Mortgages) in order to ensure that the Credit Agreement Refinancing Amendment may provide for Indebtedness is provided with the issuance of Letters of Credit for the account benefit of the Parent Borrower, or the provision to the Parent Borrower of Swingline Loans, pursuant to any Other Revolving Credit Commitments established thereby, in each case on terms substantially equivalent to the terms applicable to Letters of Credit and Swingline Loans under the CommitmentsLoan Documents. (cb) 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 Loans and/or Other Term Loan Commitments). The Lenders hereby irrevocably authorize the Administrative Agent to enter into any Any Refinancing Amendment to may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents and such technical amendments as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower RepresentativeLead Borrower, to effect the provisions of this Subsection 6.1. In addition, if so provided in the relevant Refinancing Amendment and with the consent of each Issuing Lender, participations in Letters of Credit expiring on or after the Revolving Maturity Date shall be reallocated from Lenders holding Commitments to Lenders holding extended revolving commitments in accordance with the terms of such Refinancing Amendment; provided, however, that such participation interests shall, upon receipt thereof by the relevant Lenders holding Commitments, be deemed to be participation interests in respect of such Commitments and the terms of such participation interests (including, without limitation, the commission applicable thereto) shall be adjusted accordinglySection 2.26.

Refinancing Amendments. (a) So long as no Default or Event of Default exists or would arise therefrom, at At any time after the Closing Effective Date, the Borrowers Borrower may obtain, from any Lender or any Additional Lender, Credit Agreement Refinancing Indebtedness in respect of (i) all or any portion of the Facility Term Loans then outstanding under this Agreement (which for purposes of this clause (ai) will be deemed to include any then outstanding (w) Other First Lien Term 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) Accordion Other First Lien Term Loans, Loans or Other First Lien Term Commitments or (y) Other Revolving Credit Loans and (z) Loans provided against the Accordion Revolving Commitments, but will exclude the commitments in respect of the Last-Out Tranche unless (1) the Loans comprising the Last-Out Tranche are the only Loans outstanding and (2) the Commitments for the Revolving Credit Facility (excluding the Last-Out Tranche) have been terminated) in the form of (i) one or more Other Term Loans or Other Term Loan Commitments, (ii) one or more Other Revolving Credit Loans or Other Revolving Credit Commitments, or (iii) in the case of the Last-Out Tranche, a new “first-in, last-out” tranche, as the case may be, in each case pursuant to a Refinancing Amendment. Each Tranche of ; provided that such Credit Agreement Refinancing Indebtedness incurred under this Subsection 2.7 (i) will be unsecured or will be secured by the Collateral on a pari passu or junior basis with the Secured Obligations (and if secured, subject to the terms of the First/Second Lien Intercreditor Agreement and/or a Customary Intercreditor Agreement, as applicable), (ii) will have such pricing and optional prepayment terms as may be agreed by the Borrower and the Lenders thereof, and (iii) the Net Proceeds of such Credit Agreement Refinancing Indebtedness shall be in an aggregate principal amount that is (x) not less than $15,000,000 in applied, substantially concurrently with the case incurrence thereof, to the prepayment of Other outstanding Term Loans or $15,000,000 in 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 of Other Revolving Loans and (y) an integral multiple of $5,000,000 in excess thereof. (b) may be. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Subsection 6.2 as agreed between the lenders providing such Credit Agreement Refinancing Indebtedness and the Borrower and, to the extent 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 Closing Effective Date under Subsection 6.1 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 opinionopinion 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 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 (in each case unless the Borrower and the First Lien Administrative Agent otherwise agree). Any Refinancing Amendment may provide for the issuance of Letters of Credit for the account of the Parent Borrower, or the provision to the Parent Borrower of Swingline Loans, pursuant to any Other Revolving Credit Commitments established thereby, in each case on terms substantially equivalent to the terms applicable to Letters of Credit and Swingline Loans under the Revolving Commitments. (c) ; 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 First Lien 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 First Lien Term Loans, Other Revolving Credit Loans, Other Revolving Credit Commitments and/or Other First Lien Term Commitments). The Lenders hereby irrevocably authorize the Administrative Agent to enter into any Any Refinancing Amendment to may, without the consent of any other Lenders, effect such amendments to this Agreement and the other First Lien Loan Documents and such technical amendments as may be necessary or appropriate, in the reasonable opinion of the First Lien Administrative Agent and the Borrower RepresentativeBorrower, to effect the provisions of this Subsection 6.1Section 2.21 (including, in connection with an Incremental Revolving Commitment Increase or Additional/Replacement Revolving Commitments, to 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 LenderBank, 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 thereto) shall be adjusted accordingly. (b) This Section 2.21 shall supersede any provisions in Section 2.18 or Section 9.02 to the contrary.

Refinancing Amendments. (a) So long as no Default or Event of Default exists or would arise therefrom, at At any time after the Closing Effective Date, the Borrowers may obtain, from any Lender or any Additional Lender, Credit Agreement Refinancing Indebtedness in respect of (a) all or any portion of the Facility Term Loans then outstanding under this Agreement (which for purposes of this clause (a) will be deemed to include any then outstanding (w) Other Term Loans, ) or (xb) Accordion Term Loans, all or any portion of the Revolving Loans (yor unused Revolving Commitments) under this Agreement (which for purposes of this clause (b) will be deemed to include any then outstanding Other Revolving Credit Loans and (z) Loans provided against the Accordion Other Revolving Commitments), but will exclude the commitments in respect of the Last-Out Tranche unless (1) the Loans comprising the Last-Out Tranche are the only Loans outstanding and (2) the Commitments for the Revolving Credit Facility (excluding the Last-Out Tranche) have been terminated) in the form of (ix) one or more Other Term Loans or Other Term Loan Commitments, Commitments or (iiy) one or more Other Revolving Credit Loans or Other Revolving Credit Commitments, or (iii) in the case of the Last-Out Tranche, a new “first-in, last-out” tranche, as the case may be, in each case pursuant to a Refinancing Amendment; provided that such Credit Agreement Refinancing Indebtedness (i) will have such pricing and optional prepayment terms as may be agreed by the Borrowers and the Lenders thereof, (ii) (x) with respect to any Other Revolving Loans or Other Revolving Commitments, will have a maturity date that 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, will have a maturity date that is not prior to the maturity date of the Term Loans being refinanced, and (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; provided further that the terms and conditions applicable to such Credit Agreement Refinancing Indebtedness may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrowers and the Lenders thereof and applicable only during periods after the Latest Maturity Date that is in effect on the date such Credit Agreement Refinancing Indebtedness is issued, incurred or obtained. Each Tranche Class of Credit Agreement Refinancing Indebtedness incurred under this Subsection 2.7 Section 2.21 shall be in an aggregate principal amount that is (x) not less than $15,000,000 10,000,000 in the case of Other Term Loans or $15,000,000 10,000,000 in the case of Other Revolving Loans and (y) an integral multiple of $5,000,000 1,000,000 in excess thereof. (b) The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Subsection 6.2 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Subsection 6.1 (other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion). Any Refinancing Amendment may provide for the issuance of Letters of Credit for the account of the Parent BorrowerBorrowers, or the provision to the Parent Borrower Borrowers of Swingline 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 Swingline Loans under the Revolving Commitments. (c) . The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans, Other Revolving Credit Loans, Other Revolving Credit Commitments and/or Other Term Commitments). The Lenders hereby irrevocably authorize the Administrative Agent to enter into any Any Refinancing Amendment to may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents and such technical amendments as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower RepresentativeBorrowers, to effect the provisions of this Subsection 6.1Section. In addition, if so provided in the relevant Refinancing Amendment and with the consent of each Issuing LenderBank, 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 thereto) shall be adjusted accordingly. (b) Notwithstanding anything to the contrary, this Section 2.21 shall supersede any provisions in Section 2.18 or Section 9.02 to the contrary.

Refinancing Amendments. (a) So long as no Default or Event of Default exists or would arise therefrom, at At any time after the Closing Restatement Effective Date, the Borrowers Borrower may obtain, from any Lender or any Additional Lender, Credit Agreement Refinancing Indebtedness (other than Permitted Additional Debt) in respect of all or any portion of the Facility (which for purposes of this clause (a) will be deemed to include any Term Loans then outstanding (w) Other Term Loansunder this Agreement, (x) Accordion Term Loans, (y) Other Revolving Credit Loans and (z) Loans provided against the Accordion Revolving Commitments, but will exclude the commitments in respect of the Last-Out Tranche unless (1) the Loans comprising the Last-Out Tranche are the only Loans outstanding and (2) the Commitments for the Revolving Credit Facility (excluding the Last-Out Tranche) have been terminated) in the form of (i) one or more Other Term Loans or Other Term Loan Commitments, (ii) one or more Other Revolving Credit Loans or Other Revolving Credit Commitments, or (iii) in the case of the Last-Out Tranche, a new “first-in, last-out” tranche, as the case may be, in each case Commitments pursuant to a Refinancing Amendment. Each ; provided that (A) such Credit Agreement Refinancing Indebtedness will rank pari passu in right of payment and of security with the other Loans and Commitments hereunder, (B) such Credit Agreement Refinancing Indebtedness will have such pricing, fees, interest, premiums and optional prepayment terms as may be agreed by the Borrower and the Lenders thereof (provided, 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) in any voluntary or mandatory prepayments hereunder, as specified in the applicable Refinancing Amendment), (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 Indebtedness 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 incurred under this Subsection 2.7 shall be in an aggregate principal amount that is (x) not less than $15,000,000 in the case proceeds of Other which are applied to pay all outstanding Term Loans or $15,000,000 and other Obligations in full in cash, the case Borrower shall have obtained the consent of Other Revolving Loans and (y) an integral multiple of $5,000,000 in excess thereof. (b) the Required Lenders. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction (or waiver) on the date thereof of each of the conditions set forth in Subsection 6.2 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 AgentAgent and the Required Lenders, receipt by the Administrative Agent of customary legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements and a solvency certification or representation, in each case materially consistent with those delivered on the Closing Restatement Effective Date under Subsection 6.1 Section 4.02 (other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinionopinion reasonably satisfactory to the Administrative Agent), and customary reaffirmation agreements. Any Refinancing Amendment may provide for the issuance of Letters Each Class of Credit for the account Agreement Refinancing Indebtedness incurred under this Section 2.18(a) shall be in an aggregate principal amount that is (x) not less than $40,000,000 and (y) an integral multiple of the Parent Borrower, or the provision to the Parent Borrower of Swingline Loans, pursuant to any Other Revolving Credit Commitments established thereby, $1,000,000 in each case on terms substantially equivalent to the terms applicable to Letters of Credit and Swingline Loans under the Commitments. (c) excess thereof. The 4830-5366-9817v1 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). The Lenders hereby irrevocably authorize the Administrative Agent to enter into any Refinancing Amendment to effect such amendments to this Agreement and the other Loan Documents and such technical amendments as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower Representative, to effect the provisions of this Subsection 6.1. In addition, if so provided in the relevant Refinancing Amendment and with the consent of each Issuing Lender, participations in Letters of Credit expiring on or after the Revolving Maturity Date shall be reallocated from Lenders holding Commitments to Lenders holding extended revolving commitments in accordance with the terms of such Refinancing Amendment; provided, however, that such participation interests shall, upon receipt thereof by the relevant Lenders holding Commitments, be deemed to be participation interests in respect of such Commitments and the terms of such participation interests (including, without limitation, the commission applicable thereto) shall be adjusted accordingly.

Refinancing Amendments. (a) So long as no Default or Event of Default exists or would arise therefrom, at At any time after the Closing Date, the Borrowers Borrower or any Subsidiary Loan Party may obtain, from any Lender or any Additional Lender, Credit Agreement Refinancing Indebtedness in respect of (i) all or any portion of the Facility Term Loans then outstanding under this Agreement (which for purposes of this clause (a) will be deemed to include including any then outstanding (w) Other Term 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, (x) Accordion Term LoansOther RC Facility Commitments or Additional/Replacement RC Facility Commitments), (y) Other Revolving Credit Loans and (z) Loans provided against the Accordion Revolving Commitments, but will exclude the commitments in respect of the Last-Out Tranche unless (1) the Loans comprising the Last-Out Tranche are the only Loans outstanding and (2) the Commitments for the Revolving Credit Facility (excluding the Last-Out Tranche) have been terminated) in the form of (ix) one or more Other Term Loans or Other Term Loan Commitments, Commitments or (iiy) one or more Other Revolving Credit RC Facility Loans or Other Revolving Credit RC Facility Commitments, or (iii) in the case of the Last-Out Tranche, a new “first-in, last-out” tranche, 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 Credit Agreement Refinancing Indebtedness (A) will have such pricing (including interest, fees and premiums) and optional prepayment (or redemption) terms as may be agreed by the Borrower and the Lenders thereof and (B) the proceeds of such Credit Agreement Refinancing Indebtedness shall be applied, substantially concurrently with the incurrence thereof, to the prepayment of the Indebtedness being so refinanced or replaced, as the case may be. Each Tranche Class of Credit Agreement Refinancing Indebtedness incurred under this Subsection 2.7 Section 2.21 shall be in an aggregate principal amount that is (x) not less than (as applicable) $15,000,000 in the case of Other Term Loans 10,000,000 or $15,000,000 in the case of Other Revolving Loans €8,000,000 and (y) an integral multiple multiples of $5,000,000 1,000,000 or €750,000 in excess thereof. thereof (b) The effectiveness of any Refinancing Amendment shall be subject to unless the satisfaction on the date thereof of each of the conditions set forth in Subsection 6.2 and, to the extent reasonably requested by the Administrative Agent, receipt by Borrower and the Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Subsection 6.1 (other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinionotherwise agree). Any Refinancing Amendment may provide establishing any Other RC Facility Commitments shall, with respect to provisions relating to letters of credit issued thereunder, be on terms substantially similar (except for the issuance of Letters of Credit for fees payable in connection therewith and the account identity of the Parent letter of credit issuer, as applicable, which shall be determined by the Borrower, or the provision to lenders of such commitments and the Parent Borrower applicable letter of Swingline Loanscredit issuers and borrowing, pursuant to any Other Revolving Credit Commitments established therebyrepayment and termination of commitment procedures with respect thereto, in each case on terms substantially equivalent which shall be specified in the applicable Refinancing Amendment) to the terms applicable relating to the Letters of Credit and Swingline Loans under with respect to any applicable Class of RC Facility Commitments, or otherwise reasonably acceptable to the Commitments. (c) Administrative Agent. 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 RC Facility Loans, Other Revolving Credit RC Facility Commitments and/or Other Term Commitments). The Lenders hereby irrevocably authorize the Administrative Agent to enter into any Any Refinancing Amendment to may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents and such technical amendments as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower RepresentativeBorrower, to effect the provisions of this Subsection 6.1Section 2.21. In addition, if so provided in the relevant Refinancing Amendment and with the consent of each Issuing LenderBank, participations in Letters of Credit expiring on or after the Revolving RC Facility Maturity Date shall be reallocated from Lenders holding RC Facility Commitments to Lenders holding extended revolving letter of credit facility 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 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 thereto) shall be adjusted accordingly. (b) Notwithstanding anything to the contrary, this Section 2.21 shall supersede any provisions in Section 2.18 or Section 9.02 to the contrary.

Refinancing Amendments. (a) So long as no Default or Event of Default exists or would arise therefrom, at At any time after the Closing Date, the Borrowers Borrower may obtain, from any Lender or any Additional Lender, obtain Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Facility Term Loans and the Revolving Loans (or unused Revolving Commitments) then outstanding under this Agreement (which for purposes of this clause (a) will be deemed to include any then outstanding (w) Other Term Loans, (x) Accordion Term Loans, (y) Other Revolving Credit Loans and (z) Loans provided against the Accordion Revolving Commitments, but will exclude the commitments in respect of the Last-Out Tranche unless (1) the Loans comprising the Last-Out Tranche are the only Loans outstanding and (2) the Commitments for the Revolving Credit Facility (excluding the Last-Out Tranche) have been terminated) in the form of (i) one or more Other Term Loans or Other Revolving Loans), in the form of Other Term Loans, Other Term Loan Commitments, (ii) one or more Other Revolving Credit Loans or Other Revolving Credit Commitments, or (iii) in the case of the Last-Out Tranche, a new “first-in, last-out” tranche, as the case may be, in each case 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 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 Tranche issuance of Credit Agreement Refinancing Indebtedness incurred under this Subsection 2.7 Section 2.15(a) shall be in an aggregate principal amount that is (x) not less than $15,000,000 in the case of Other Term Loans or $15,000,000 in the case of Other Revolving Loans 5.0 million and (y) an integral multiple of $5,000,000 1.0 million in excess thereof. (b) The effectiveness of any such Credit Agreement Refinancing Amendment Indebtedness shall be subject to the consent required pursuant to Section 2.15(d), be subject solely to the satisfaction on the date thereof of each of the following conditions set forth to the reasonable satisfaction of Administrative Agent: (i) any Credit Agreement Refinancing Indebtedness in Subsection 6.2 andrespect of Revolving Commitments or Other Revolving Commitments will have a maturity date that 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 a Weighted Average Life to Maturity that is not shorter than the Weighted Average Life to Maturity of, the Term Loans being refinanced (determined without giving effect to the impact of prepayments on amortization of Term Loans 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 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 extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent and the Lenders of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Subsection 6.1 (other than changes to such customary legal opinions resulting from and other documents; (v) to the 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 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 change in law, change in fact or change to counsel’s form of opinion). Any Refinancing Amendment may provide for by the issuance of Letters of Credit for the account of the Parent BorrowerParties, or the provision to the Parent Borrower of Swingline Loans, pursuant to any Other Revolving Administrative Agent and Lenders providing such Credit Commitments established thereby, in each case on terms substantially equivalent to the terms applicable to Letters of Credit and Swingline Loans under the CommitmentsAgreement 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 the Lien and security interests granted by the Security Documents continue to secure all the Obligations and continue to be perfected under the UCC or otherwise after giving effect to the applicable Refinancing Amendment. (d) Upon the effectiveness of any Refinancing Amendment pursuant to this Section 2.15, any Person providing the corresponding Credit Agreement Refinancing Indebtedness that was not a Lender hereunder immediately prior to such time shall, subject to consent of each L/C Lender in the case of Other Revolving Loans or Other Revolving Commitments, become a Lender hereunder. Administrative Agent shall promptly notify each Lender as to the effectiveness of each such Refinancing Amendment, and (i) in the case any Other Revolving Commitments resulting from such Refinancing Amendment, the Total Revolving Commitments under, and for all purpose of this Agreement, shall be increased by the aggregate amount of such Other Revolving Commitments (net of any existing Revolving Commitments being refinanced by such Refinancing Amendment), (ii) any Other Revolving Loans resulting from such Refinancing Amendment shall be deemed to be additional Revolving Loans hereunder, (iii) any Other Term Loans resulting from such Refinancing Amendment shall be deemed to be Term Loans hereunder (to the extent funded) and (iv) any Other Term Loan Commitments resulting from such Refinancing Amendment shall be deemed to be Term Loan Commitments hereunder. Notwithstanding anything to the contrary contained herein, Borrower, Collateral Agent and Administrative Agent may (and each of Collateral Agent and Administrative Agent are authorized by each other Secured Party to) execute such amendments and/or amendments and restatements of any Credit Documents as may be necessary or advisable to effectuate the provisions of this Section 2.15. Such amendments may include provisions allowing any Other Term Loans to be treated on the same basis as Term Facility Loans in connection with declining prepayments. (e) 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 LoansTerm Loan Commitments, Other Revolving Credit Commitments Loans and/or Other Term Revolving Commitments). The Lenders hereby irrevocably authorize the Administrative Agent to enter into any Any Refinancing Amendment to may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Credit Documents and such technical amendments as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower RepresentativeBorrower, to effect the provisions of this Subsection 6.1Section 2.15. In additionThis Section 2.15 shall supersede any provisions in Section 4.02, if so provided in 4.07(b) or 13.04 to the relevant contrary. (f) To the extent the Revolving Commitments are being refinanced on the effective date of any Refinancing Amendment, then each of the Revolving Lenders having a Revolving Commitment prior to the effective date of such Refinancing Amendment (such Revolving Lenders the “Pre-Refinancing Revolving Lenders”) shall assign or transfer to any Revolving Lender which is acquiring an Other Revolving Commitment on the effective date of such amendment (the “Post-Refinancing Revolving Lenders”), and with the consent of such Post-Refinancing Revolving Lenders shall purchase from each Issuing such Pre-Refinancing Revolving Lender, participations at the principal amount thereof, such interests in Letters Revolving Loans and participation interests in L/C Liabilities (but not, for the avoidance of Credit expiring doubt, the related Revolving Commitments) outstanding on or after the Revolving Maturity Date effective date of such Refinancing Amendment as shall be reallocated from necessary in order that, after giving effect to all such assignments or transfers and purchases, such Revolving Loans and participation interests in L/C Liabilities will be held by Pre-Refinancing Revolving Lenders holding Commitments to and Post-Refinancing Revolving Lenders holding extended revolving commitments ratably in accordance with their Revolving Commitments and Other Revolving Commitments, as applicable, after giving effect to such Refinancing Amendment (and after giving effect to any Revolving Loans made on the terms effective date of such Refinancing Amendment; provided, however, that ). Such assignments or transfers and purchases shall be made pursuant to such participation interests shall, upon receipt thereof procedures as may be designated by the relevant Lenders holding Commitments, Administrative Agent and shall not be deemed required to be participation interests effectuated in respect of such Commitments and the terms of such participation interests (including, without limitation, the commission applicable thereto) shall be adjusted accordingly.accordance with Section

Refinancing Amendments. (a) So long as no Default or Event of Default exists or would arise therefrom, at At any time after the Closing Date, the Borrowers 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 under this Agreement in respect of all or any portion of the Facility Term Loans then outstanding under this Agreement (which for purposes of this clause (a) will be deemed to include any then outstanding (w) Other Term Loans), (x) Accordion Term Loans, (y) Other Revolving Credit Loans and (z) Loans provided against the Accordion Revolving Commitments, but will exclude the commitments in respect of the Last-Out Tranche unless (1) the Loans comprising the Last-Out Tranche are the only Loans outstanding and (2) the Commitments for the Revolving Credit Facility (excluding the Last-Out Tranche) have been terminated) in the form of (i) one or more Other Term Loans or Other Term Loan Commitments, (ii) one or more Other Revolving Credit Loans or Other Revolving Credit Commitments, or (iii) in the case of the Last-Out Tranche, a new “first-in, last-out” tranche, as the case may be, in each case pursuant to a Refinancing Amendment. Each Tranche of ; provided that such Credit Agreement Refinancing Indebtedness incurred under this Subsection 2.7 shall be (i) will rank pari passu or junior in an aggregate principal amount right of payment and of security with the other Loans and Commitments hereunder and, with respect to such Credit Agreement Refinancing Indebtedness that is secured, will be subject to the applicable Other Intercreditor Agreement, (xii) have such pricing, interest, fees, premiums and optional prepayment terms as may be agreed by the Borrower and the Additional Refinancing Lenders thereof, (iii) will not less than $15,000,000 in the case of Other Term Loans or $15,000,000 in the case of Other Revolving Loans be secured by any assets that do not constitute Collateral and (yiv) an integral multiple except as permitted in clause (ii), will otherwise have terms and conditions that are substantially identical to, or (taken as a whole) no more favorable (as reasonably determined by the Borrower) to the Additional Refinancing Lenders thereof than those applicable to the applicable Refinanced Debt (other than covenants and other provisions applicable only to periods after the then-applicable Latest Maturity Date of $5,000,000 in excess thereof. (b) the applicable Refinanced Debt). The effectiveness of any Refinancing Amendment shall be subject to such conditions as are mutually agreed with the satisfaction on the date thereof participating Additional Refinancing Lenders. Each Class of each of the conditions set forth in Subsection 6.2 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Subsection 6.1 Credit Agreement Refinancing Indebtedness (other than changes to 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 legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion). Any Refinancing Amendment amount may provide for be less than $5,000,000 if such amount represents all the issuance of Letters remaining availability under the aggregate principal amount of Credit for the account of the Parent Borrower, or the provision to the Parent Borrower of Swingline Loans, pursuant to any Other Revolving Credit Commitments established thereby, in each case on terms substantially equivalent to the terms applicable to Letters of Credit and Swingline Loans under the Commitments. (c) The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Agreement Refinancing AmendmentIndebtedness set forth above. 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 Loans and/or Other Term Commitments). The Lenders hereby irrevocably authorize the Administrative Agent to enter into any Any Refinancing Amendment to may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents and such technical amendments as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent Agent, and the Borrower RepresentativeBorrower, to effect the provisions of this Subsection 6.1. In addition, if so provided in Section and each Lender hereby expressly authorizes the relevant Refinancing Amendment and with the consent of each Issuing Lender, participations in Letters of Credit expiring on or after the Revolving Maturity Date shall be reallocated from Lenders holding Commitments Administrative Agent to Lenders holding extended revolving commitments in accordance with the terms of enter into any such Refinancing Amendment; provided, however, that such participation interests shall, upon receipt thereof . All Other Term Loans and Other Term Loan Commitments shall only be borrowed and/or guaranteed by the relevant Lenders holding Commitments, be deemed to be participation interests in respect of such Commitments and the terms of such participation interests (including, without limitation, the commission applicable thereto) Loan Parties. No Lender shall be adjusted accordinglyrequired to provide any Credit Agreement Refinancing Indebtedness. This Section 2.17 shall supersede any provisions in Section 2.08 or 12.12 to the contrary.

Refinancing Amendments. (a) So long as no Default or Event of Default exists or would arise therefrom, at At any time after the Closing Date, the Borrowers Borrower may obtain, from any Lender or any Additional Lender, Credit Agreement Refinancing Indebtedness in respect of (a) all or any portion of the Facility Term Loans (which for purposes of this clause sentence will be deemed to include any Incremental Term Loans or Other Term Loans) or (ab) 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 deemed to include any then outstanding (w) Other Term Incremental Revolving Loans, (x) Accordion Term Loans, (y) Other Revolving Credit Loans and (z) Loans provided against the Accordion Incremental Revolving Commitments, but will exclude the commitments in respect of the Last-Out Tranche unless (1) the Other Revolving Loans comprising the Last-Out Tranche are the only Loans outstanding and (2) the Commitments for the Other Revolving Credit Facility (excluding the Last-Out Tranche) have been terminated) Commitments), in the form of (ix) one or more Other Term Loans or Other Term Loan Commitments, Commitments or (iiy) one or more Other Revolving Credit Loans or Other Revolving Credit Commitments, or (iii) in the case of the Last-Out Tranche, a new “first-in, last-out” tranche, as the case may be, in each case pursuant to a Refinancing Amendment. Each Tranche of ; provided that such Credit Agreement Refinancing Indebtedness incurred under this Subsection 2.7 (i) may 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 hereunder (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) will have such pricing (including, for the avoidance of doubt, any “most favored nation” pricing provision), interest rate margins (including whether such interest is payable in cash or in kind), rate floors, discounts, fees, premiums, prepayment premiums and optional prepayment terms as may be agreed by the Borrower and the Lenders thereof (provided, 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) in an aggregate principal amount that is any voluntary or mandatory prepayments hereunder, as specified in the applicable Refinancing Amendment), (iii) (x) with respect to any Other Revolving Loans or Other Revolving Commitments, will have a maturity date that is not less than $15,000,000 in prior to the case maturity date of the Revolving Loans (or unused Revolving Commitments) being refinanced and (y) with respect to any Other Term Loans or $15,000,000 in Other Term Commitments, will have a maturity date that is not prior to the case maturity date of, and will have a Weighted Average Life to Maturity that is not shorter than, the Term Loans being refinanced, (iv) 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 the Revolving Commitments or the Other Revolving Loans Commitments being so refinanced and (yv) an integral multiple subject to clause (ii) above, will have terms and conditions that are substantially identical to, or no more favorable (taken as a whole) to the lenders or investors providing such Credit Agreement Refinancing Indebtedness than, the Refinanced Debt or such terms shall be current market terms (as reasonably determined by the Borrower) for such type of $5,000,000 Indebtedness; provided, further, that the terms and conditions applicable to such 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 that is in excess thereofeffect on the date such Credit Agreement Refinancing Indebtedness is issued, incurred or obtained. (b) The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Subsection 6.2 Section 4.02 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Subsection 6.1 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 opinionopinion 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 (x) not less than $10,000,000 in the case of Other Term Loans or Other Revolving Loans and (y) an integral multiple of $10,000,000 in excess thereof in each case. Any Refinancing Amendment may provide for the issuance of Letters of Credit for the account of the Parent Borrower, or the provision to the Parent Borrower of Swingline Loans, pursuant to any Other Revolving Credit Commitments established thereby, in each case on terms substantially equivalent to the terms applicable to Letters of Credit and Swingline Loans under the Revolving Commitments. (c) . The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Revolving Loans, Other Term Loans, Other Revolving Credit Loans, Other Revolving Credit Commitments and/or Other Term Commitments). The Lenders hereby irrevocably authorize the Administrative Agent to enter into any Any Refinancing Amendment to may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents and such technical amendments as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower RepresentativeBorrower, to effect the provisions of this Subsection 6.1. In additionSection 2.20. (c) Notwithstanding anything to the contrary in this Section 2.20 or otherwise, if so provided (i) the borrowing and repayment (except for (A) payments of interest and fees at different rates on Other Revolving Loans or Other Revolving Commitments, (B) repayments required at maturity and (C) repayments made in the relevant Refinancing Amendment connection with a permanent repayment and termination of commitments (subject to clause (iii) below)) of Other Revolving Loans shall be made on a pro rata basis with the consent of each Issuing Lenderall other Revolving Commitments, participations in (ii) all Swing Loans and Letters of Credit expiring on or after the Revolving Maturity Date shall be reallocated from participated on a pro rata basis by all Lenders holding with Revolving Commitments to Lenders holding extended revolving commitments in accordance with their Revolving Facility Percentage and (iii) the terms permanent repayment of such Refinancing Amendment; provided, however, that such participation interests shall, upon receipt thereof by the relevant Lenders holding Commitments, be deemed to be participation interests in respect Revolving Loans and termination of such Revolving Commitments and the terms of such participation interests (including, without limitation, the commission applicable thereto) shall be adjusted accordinglymade on a pro rata basis, except that the Borrower shall be permitted to permanently repay and terminate Revolving Commitments of any Class on a better than pro rata basis as compared to any other Class with a later maturity date than such Class.

Refinancing Amendments. (a) So long as no Default or Event of Default exists or would arise therefrom, at At any time after the Closing Eleventh Amendment Effective Date, the Borrowers Borrower may obtain, from any Lender or any Additional Lender, Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Facility (which for purposes of this clause (a) will be deemed to include any Term Loans then outstanding (w) Other Term Loansunder this Agreement, (x) Accordion Term Loans, (y) Other Revolving Credit Loans and (z) Loans provided against the Accordion Revolving Commitments, but will exclude the commitments in respect of the Last-Out Tranche unless (1) the Loans comprising the Last-Out Tranche are the only Loans outstanding and (2) the Commitments for the Revolving Credit Facility (excluding the Last-Out Tranche) have been terminated) in the form of (i) one or more Other Refinancing Term Loans or Other Refinancing Term Loan Commitments, (ii) one or more Other Revolving Credit Loans or Other Revolving Credit Commitments, or (iii) in the case of the Last-Out Tranche, a new “first-in, last-out” tranche, as the case may be, Commitments in each case pursuant to a Refinancing Amendment. Each Tranche of ; provided that such Credit Agreement Refinancing Indebtedness (i) will have such pricing, premiums and optional prepayment or redemption terms as may be agreed by the Borrower and the lenders thereof, (ii) will have a 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 to the extent the security therefor is pari passu with the contemplated Refinancing Term Loans), senior unsecured notes or subordinated notes, or equivalent credit facilities), (iii)(A) constitutes Indebtedness of the 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 Administrative Agent)) and (C) 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 covenants and events of default (which, for the avoidance of doubt, excludes pricing, premiums and optional prepayment or redemption terms) that are substantially identical to, or (taken as a whole as determined by the Borrower in its reasonable judgment) are no more favorable to the 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 the covenants and events of default applicable to such 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 that is in effect on the date such Credit Agreement Refinancing Indebtedness is issued, incurred under 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 Subsection 2.7 clause (iv) shall be in an aggregate principal amount conclusive evidence that is such covenants and events of default satisfy such requirement unless the Administrative Agent notifies the Borrower within such five (x5) not Business Day period that it disagrees with such determination (including a description of the basis upon which it disagrees)). Any Refinancing Term Loans may participate on a pro rata basis or on a less than $15,000,000 pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments hereunder, as specified in the case of Other Term Loans or $15,000,000 in the case of Other Revolving Loans and (y) an integral multiple of $5,000,000 in excess thereof. (b) applicable Refinancing Amendment. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Subsection 6.2 Section 5.2 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of legal opinions, board resolutions, officers’ certificates 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 Closing Ninth Amendment Effective Date under Subsection 6.1 (other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinionopinion reasonably satisfactory to the Administrative Agent). Any Credit Agreement Refinancing Amendment 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 provide for the issuance of Letters of Credit for the account of the Parent Borrower, or the provision to the Parent Borrower of Swingline Loans, pursuant to any Other Revolving Credit Commitments established thereby, in each case on terms substantially equivalent to the terms applicable to Letters of Credit and Swingline Loans under the Commitments. (c) 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 Other Refinancing Term Loans, Other Revolving Credit Loans, Other Revolving Credit Commitments Loans and/or Other Refinancing Term Loan Commitments). The Lenders hereby irrevocably authorize the Administrative Agent to enter into any Any Refinancing Amendment to may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents and such technical amendments as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower RepresentativeBorrower, to effect the provisions of this Subsection 6.1. In addition, if so provided in the relevant Refinancing Amendment and with the consent of each Issuing Lender, participations in Letters of Credit expiring on or after the Revolving Maturity Date shall be reallocated from Lenders holding Commitments to Lenders holding extended revolving commitments in accordance with the terms of such Refinancing Amendment; provided, however, that such participation interests shall, upon receipt thereof by the relevant Lenders holding Commitments, be deemed to be participation interests in respect of such Commitments and the terms of such participation interests (including, without limitation, the commission applicable thereto) shall be adjusted accordinglySection 2.14.

Refinancing Amendments. (a) So long as no Default or Event of Default exists or would arise therefrom, at At any time after the Closing Date, the Borrowers Borrower may obtain, from any Lender or any Additional Lender, Credit Agreement Refinancing Indebtedness Debt in respect of (a) all or any portion of the Facility Term Loans then outstanding under this Agreement (which for purposes of this clause (a) will be deemed to include any then outstanding (w) Other Term Loans, ) or (xb) Accordion Term Loans, all or any portion of the Revolving Loans (yor unused Revolving Loan Commitments) under this Agreement (which for purposes of this clause (b) will be deemed to include any then outstanding Other Revolving Credit Loans and (z) Loans provided against the Accordion Other Revolving Commitments), but will exclude the commitments in respect of the Last-Out Tranche unless (1) the Loans comprising the Last-Out Tranche are the only Loans outstanding and (2) the Commitments for the Revolving Credit Facility (excluding the Last-Out Tranche) have been terminated) in the form of (ix) one or more Other Term Loans or Other Term Loan Commitments, Commitments or (iiy) one or more Other Revolving Credit Loans or Other Revolving Credit Commitments, or (iii) in the case of the Last-Out Tranche, a new “first-in, last-out” tranche, as the case may be, in each case pursuant to a Refinancing Amendment. Each Tranche of ; provided that, in addition to the other conditions set forth in the definition thereof, such Credit Agreement Refinancing Indebtedness incurred under this Subsection 2.7 shall Debt: (i) will rank pari passu in right of payment and of security with the other Loans and Commitments hereunder; (ii) will have such pricing, premiums, optional prepayment terms and financial covenants as may be in an aggregate principal amount that is agreed by the Borrower and the Lenders thereof; (iii) (x) with respect to any Other Revolving Loans or Other Revolving Commitments, will have a maturity date that is not less than $15,000,000 in prior to the case maturity date of Revolving Loans (or unused Revolving Loans Commitments) being refinanced and (y) with respect to any Other Term Loans or $15,000,000 in Other Term Commitments, will have a maturity date that is not prior to the case maturity date of, and will have a Weighted Average Life to Maturity that is not shorter than, the Term Loans being refinanced; (iv) subject to clause (ii) above, will have terms and conditions that are either (x) substantially identical to, or, taken as a whole, less favorable to the Lenders or Additional Lenders providing such Credit Agreement Refinancing Debt than, the Refinanced Debt; and (v) the proceeds of Other such Credit Agreement Refinancing Debt shall be applied, substantially concurrently with the incurrence thereof, to the prepayment of outstanding Term Loans or reduction of Revolving Loans Commitments being so refinanced (and (y) an integral multiple repayment of $5,000,000 Revolving Loans outstanding thereunder); provided further that the terms and conditions applicable to such 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 that is in excess thereof. (b) effect on the date such Credit Agreement Refinancing Debt is issued, incurred or obtained. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Subsection 6.2 Section 7.2 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Subsection 6.1 (other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion)Section 7.1. Any Refinancing Amendment may provide for the issuance of Letters of Credit for the account of the Parent Borrower, Borrower or the provision to the Parent Borrower any Restricted Subsidiary of Swingline LoansHoldings, 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 Swingline Loans under the CommitmentsRevolving Commitments subject to the approval of the Issuing Lender. (cb) The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Credit Agreement Refinancing Indebtedness Debt incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans, Other Revolving Credit Loans, Other Revolving Credit Commitments and/or Other Term Commitments). The Lenders hereby irrevocably authorize the Administrative Agent to enter into any . (c) Any Refinancing Amendment to may, without the consent of any other Lenders, effect such amendments to this Agreement, any Intercreditor Agreement (or to effect a replacement of any Intercreditor Agreement) and the other Loan Documents and such technical amendments as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower RepresentativeBorrower, to effect the provisions of this Subsection 6.1Section. In addition, if so provided in the relevant Refinancing Amendment and with the consent of each the Issuing Lender, participations in Letters of Credit expiring on or after the Revolving Loan Maturity Date shall be reallocated from Lenders holding Revolving Loans Commitments to Lenders holding extended revolving commitments in accordance with the terms of such Refinancing Amendment; provided, however, provided that such participation interests shall, upon receipt thereof by the relevant Lenders holding Commitmentsrevolving commitments, be deemed to be participation interests in respect of such Commitments revolving commitments and the terms of such participation interests (including, without limitation, the commission applicable thereto) shall be adjusted accordingly. (d) Notwithstanding anything to the contrary in this Agreement, this Section 2.18 shall supersede any provisions in Sections 2.8 and 13.12 to the contrary and the Borrower and the Administrative Agent may amend Section 2.8 to implement any Refinancing Amendment.

Refinancing Amendments. (a) So long as no Default or Event of Default exists or would arise therefrom, at At any time after the Closing Date, the Borrowers Borrower may obtain, from any Lender or any Additional New Lender, Credit Agreement Refinancing Indebtedness in respect Other Loans to refinance all or any portion of the Facility (applicable Class or Classes of Loans then outstanding under this Agreement which for purposes of this clause (a) will be deemed made pursuant to include any then outstanding (w) Other Term Loans, (x) Accordion Term Loans, (y) Other Revolving Credit Loans and (z) Loans provided against the Accordion Revolving Commitments, but will exclude the commitments in respect of the Last-Out Tranche unless (1) the Loans comprising the Last-Out Tranche are the only Loans outstanding and (2) the Commitments for the Revolving Credit Facility (excluding the Last-Out Tranche) have been terminated) in the form of (i) one or more Other Term Loans or Other Term Loan Commitments, (ii) one or more in the case of Other Revolving Credit Loans or Term Loans, and pursuant to Other Revolving Credit Commitments, or (iii) in the case of the Last-Out Tranche, a new “first-in, last-out” tranche, as the case may beOther Revolving Credit Loans, in each case pursuant to a Refinancing Amendment; provided that such Other Loans: (i) 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 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); 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 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 favorable to the lenders or holders providing such Other Commitments and Other Loans than those applicable to the Loans being refinanced; provided that the terms and conditions applicable to such Other Commitments and Other 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 Final Maturity Date in respect of the Class of Loans being refinanced that is in effect on the date such Other Commitments and Other Loans are incurred or obtained. Any Other 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 2.10(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 Security Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Other Loans are provided with the benefit of the applicable Loan Documents. (b) Each Tranche Class of Credit Agreement Refinancing Indebtedness Other Commitments and Other Loans incurred under this Subsection 2.7 Section 2.21 shall be in an aggregate principal amount that is (x) not less than $15,000,000 in the case of Other Term Loans or $15,000,000 in the case of Other Revolving Loans and (y) an integral multiple of $5,000,000 in excess thereof. (b) The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Subsection 6.2 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Subsection 6.1 (other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion)30,000,000. Any Refinancing Amendment may provide for the issuance of Letters of Credit for the account of the Parent Borrower, or the provision to the Parent Borrower of Swingline Loans, pursuant to any Other Revolving Credit Commitments established thereby, in each case on terms substantially equivalent to the terms applicable to Letters of Credit and Swingline Loans under the Commitments. (c) The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Credit Agreement Refinancing Indebtedness Other Commitments and Other Loans incurred pursuant thereto (including any amendments necessary to treat the Other Loans and/or Other Commitments as Loans and Commitments subject thereto as Other Term Loans, Other Revolving Credit Loans, Other Revolving Credit Commitments and/or Other Term Commitments). The Lenders hereby irrevocably authorize the Administrative Agent to enter into any Any Refinancing Amendment to may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents and such technical amendments as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower RepresentativeBorrower, to effect the provisions of this Subsection 6.1Section 2.21. (c) This Section 2.21 shall supersede any provisions in Sections 2.14 or 10.02 to the contrary. In additionFor the avoidance of doubt, if so provided in any of the relevant Refinancing Amendment and provisions of this Section 2.21 may be amended with the consent of the Required Lenders. For the avoidance of doubt, no Refinancing Amendment shall effect any amendments that would require the consent of each Issuing Lenderaffected Lender or all Lenders pursuant to Section 10.02(b), participations in Letters of Credit expiring on unless each such Lender has, or after all such Lenders have, as the Revolving Maturity Date case may be, given its or their consent to such amendment. No Lender shall be reallocated from Lenders holding Commitments under any obligation to Lenders holding extended revolving commitments in accordance with the terms of provide any Other Commitment unless such Lender executes a Refinancing Amendment; provided, however, that such participation interests shall, upon receipt thereof by the relevant Lenders holding Commitments, be deemed to be participation interests in respect of such Commitments and the terms of such participation interests (including, without limitation, the commission applicable thereto) shall be adjusted accordingly.

Refinancing Amendments. (a) So long as no Default or Event of Default exists or would arise therefrom, at At any time after the Closing Date, the Borrowers may obtain, from any Lender or any Additional Lender, obtain Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Facility Revolving Loans (or unused Revolving Commitments) then outstanding under this Agreement (which for purposes of this clause (a) will be deemed to include any then outstanding (w) Other Term Loans, (x) Accordion Term Loans, (y) Other Revolving Credit Loans and (z) Loans provided against the Accordion Extended Revolving CommitmentsLoans), but will exclude the commitments in respect of the Last-Out Tranche unless (1) the Loans comprising the Last-Out Tranche are the only Loans outstanding and (2) the Commitments for the Revolving Credit Facility (excluding the Last-Out Tranche) have been terminated) in the form of (i) one or more Other Term Loans or Other Term Loan Commitments, (ii) one or more Other Revolving Credit Loans or Other Revolving Credit Commitments, or (iii) in the case of the Last-Out Tranche, a new “first-in, last-out” tranche, as the case may be, in each case Commitments pursuant to a Refinancing Amendment. Each Tranche ; provided that, notwithstanding anything to the contrary in this Section 2.14 or otherwise, (1) the borrowing and repayment (except for (A) payments of Credit Agreement Refinancing Indebtedness incurred under this Subsection 2.7 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 in an aggregate principal amount made on a pro rata basis with all other Revolving Commitments, (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 is 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 (x3) not less than $15,000,000 in the case of Other Term Loans or $15,000,000 in the case assignments and participations of Other Revolving Commitments and Other Revolving Loans shall be governed by the same assignment and (y) an integral multiple of $5,000,000 in excess thereof. (b) participation provisions applicable to Revolving Commitments and Revolving Loans. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Subsection 6.2 andSection 4.02, and to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with opinions reasonably requested by the Administrative Agent relating to the matters described above covering matters similar to those covered in the opinions delivered on the Closing Date under Subsection 6.1 (other than changes Date. No Lender shall have any obligation to such legal opinions resulting from a change participate in law, change in fact or change to counsel’s form of opinion)any Refinancing Amendment. Any Refinancing Amendment may provide for the Each issuance of Letters Credit Agreement Refinancing Indebtedness under this Section 2.14(a) shall be in an aggregate principal amount that is (x) not less than $5,000,000 and (y) an integral multiple of Credit for the account of the Parent Borrower, or the provision to the Parent Borrower of Swingline Loans, pursuant to any Other Revolving Credit Commitments established thereby, $1,000,000 in each case on terms substantially equivalent to the terms applicable to Letters of Credit and Swingline Loans under the Commitmentsexcess thereof. (cb) 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, Revolving Loans and Other Revolving Credit LoansCommitments, Other Revolving Credit Commitments and/or Other Term Commitmentsas applicable). The Lenders hereby irrevocably authorize the Administrative Agent to enter into any Any Refinancing Amendment to may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents and such technical amendments as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower RepresentativeBorrowers, to effect the provisions of this Subsection 6.1Section 2.14. (c) The Loans and Commitments established pursuant to this Section 2.14 shall constitute Loans and Commitments under, and shall be entitled to all the benefits afforded by, this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from the Guaranties and the Liens created by the Pledge Agreement. In additionSubject to Section 6.09, if so provided in the relevant Loan Parties shall take any actions reasonably requested by the Administrative Agent to ensure and/or demonstrate that the Liens granted by the Pledge Agreement continue to secure all Obligations and continue to be perfected under the UCC or otherwise after giving effect to the applicable Refinancing Amendment. (d) To the extent the Revolving Commitments are being refinanced on the effective date of any Refinancing Amendment, then each of the Revolving Lenders having a Revolving Commitment prior to the effective date of such Refinancing Amendment (such Revolving Lenders, the “Pre-Refinancing Revolving Lenders”) shall assign or transfer to any Revolving Lender which is acquiring an Other Revolving Commitment on the effective date of such amendment (the “Post-Refinancing Revolving Lenders”), and with the consent of such Post-Refinancing Revolving Lenders shall purchase from each Issuing such Pre-Refinancing Revolving Lender, participations at the principal amount thereof, such interests in Revolving Loans and participation interests in Letters of Credit expiring (but not, for the avoidance of doubt, the related Revolving Commitments) outstanding on or after the Revolving Maturity Date effective date of such Refinancing Amendment as shall be reallocated from necessary in order that, after giving effect to all such assignments or transfers and purchases, such Revolving Loans and participation interests in Letters of Credit will be held by Pre-Refinancing Revolving Lenders holding Commitments to and Post-Refinancing Revolving Lenders holding extended revolving commitments ratably in accordance with their Revolving Commitments and Other Revolving Commitments, as applicable, after giving effect to such Refinancing Amendment (and after giving effect to any Revolving Loans made on the terms effective date of such Refinancing Amendment; provided). Such assignments or transfers and purchases shall be made pursuant to such procedures as may be designated by the Administrative Agent and shall not be required to be effectuated in accordance with Section 11.06. For the avoidance of doubt, however, that such Revolving Loans and participation interests in Letters of Credit assigned or transferred and purchased pursuant to this Section 2.14(d) shall, upon receipt thereof by the relevant Lenders holding CommitmentsPost-Refinancing Revolving Lenders, be deemed to be Other Revolving Loans and participation interests in Letters of Credit in respect of the relevant Class of Other Revolving Commitments acquired by such Commitments Post-Refinancing Revolving Lenders on the relevant amendment effective date and the terms of such Revolving Loans and participation interests (including, without limitation, the commission interest rate and maturity applicable thereto) shall be adjusted accordingly. (e) This Section shall supersede any provisions in Section 2.12, Section 11.01 or Section 11.08 to the contrary.

Refinancing Amendments. (a) So long as no Default or Event of Default exists or would arise therefrom, at At any time after the Closing Date, the Borrowers Borrower may obtain, from any Lender or any Additional Lender, obtain Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Facility Term Loans and the Revolving Loans (or unused Revolving Commitments) then outstanding under this Agreement (which for purposes of this clause (a) will be deemed to include any then outstanding (w) Other Term Loans, (x) Accordion Term Loans, (y) Other Revolving Credit Loans and (z) Loans provided against the Accordion Revolving Commitments, but will exclude the commitments in respect of the Last-Out Tranche unless (1) the Loans comprising the Last-Out Tranche are the only Loans outstanding and (2) the Commitments for the Revolving Credit Facility (excluding the Last-Out Tranche) have been terminated) in the form of (i) one or more Other Term Loans or Other Revolving Loans), in the form of Other Term Loans, Other Term Loan Commitments, (ii) one or more Other Revolving Credit Loans or Other Revolving Credit Commitments, or (iii) in the case of the Last-Out Tranche, a new “first-in, last-out” tranche, as the case may be, in each case 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 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 Tranche issuance of Credit Agreement Refinancing Indebtedness incurred under this Subsection 2.7 Section 2.15(a) shall be in an aggregate principal amount that is (x) not less than $15,000,000 in the case of Other Term Loans or $15,000,000 in the case of Other Revolving Loans 5.0 million and (y) an integral multiple of $5,000,000 1.0 million in excess thereof. (b) The effectiveness of any such Credit Agreement Refinancing Amendment Indebtedness shall be subject to the consent required pursuant to Section 2.15(d), be subject solely to the satisfaction on the date thereof of each of the following conditions set forth to the reasonable satisfaction of Administrative Agent: (i) any Credit Agreement Refinancing Indebtedness in Subsection 6.2 andrespect of Revolving Commitments or Other Revolving Commitments will have a maturity date that 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 a Weighted Average Life to Maturity that is not shorter than the Weighted Average Life to Maturity of, the Term Loans being refinanced (determined without giving effect to the impact of prepayments on amortization of Term Loans 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 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 extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent and the Lenders of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Subsection 6.1 (other than changes to such customary legal opinions resulting from and other documents; (v) to the 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 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 change in law, change in fact or change to counsel’s form of opinion). Any Refinancing Amendment may provide for by the issuance of Letters of Credit for the account of the Parent BorrowerParties, or the provision to the Parent Borrower of Swingline Loans, pursuant to any Other Revolving Administrative Agent and Lenders providing such Credit Commitments established thereby, in each case on terms substantially equivalent to the terms applicable to Letters of Credit and Swingline Loans under the CommitmentsAgreement 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 the Lien and security interests granted by the Security Documents continue to secure all the Obligations and continue to be perfected under the UCC or otherwise after giving effect to the applicable Refinancing Amendment. (d) Upon the effectiveness of any Refinancing Amendment pursuant to this Section 2.15, any Person providing the corresponding Credit Agreement Refinancing Indebtedness that was not a Lender hereunder immediately prior to such time shall, subject to consent of each L/C Lender in the case of Other Revolving Loans or Other Revolving Commitments, become a Lender hereunder. Administrative Agent shall promptly notify each Lender as to the effectiveness of each such Refinancing Amendment, and (i) in the case any Other Revolving Commitments resulting from such Refinancing Amendment, the Total Revolving Commitments under, and for all purpose of this Agreement, shall be increased by the aggregate amount of such Other Revolving Commitments (net of any existing Revolving Commitments being refinanced by such Refinancing Amendment), (ii) any Other Revolving Loans resulting from such Refinancing Amendment shall be deemed to be additional Revolving Loans hereunder, (iii) any Other Term Loans resulting from such Refinancing Amendment shall be deemed to be Term Loans hereunder (to the extent funded) and (iv) any Other Term Loan Commitments resulting from such Refinancing Amendment shall be deemed to be Term Loan Commitments hereunder. Notwithstanding anything to the contrary contained herein, Borrower, Collateral Agent and Administrative Agent may (and each of Collateral Agent and Administrative Agent are authorized by each other Secured Party to) execute such amendments and/or amendments and restatements of any Credit Documents as may be necessary or advisable to effectuate the provisions of this Section 2.15. Such amendments may include provisions allowing any Other Term Loans to be treated on the same basis as Term Facility Loans and Term Facility II Loans in connection with declining prepayments. (e) 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 LoansTerm Loan Commitments, Other Revolving Credit Commitments Loans and/or Other Term Revolving Commitments). The Lenders hereby irrevocably authorize the Administrative Agent to enter into any Any Refinancing Amendment to may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Credit Documents and such technical amendments as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower RepresentativeBorrower, to effect the provisions of this Subsection 6.1Section 2.15. In additionThis Section 2.15 shall supersede any provisions in Section 4.02, if so provided in 4.07(b) or 13.04 to the relevant contrary. (f) To the extent the Revolving Commitments are being refinanced on the effective date of any Refinancing Amendment, then each of the Revolving Lenders having a Revolving Commitment prior to the effective date of such Refinancing Amendment (such Revolving Lenders the “Pre-Refinancing Revolving Lenders”) shall assign or transfer to any Revolving Lender which is acquiring an Other Revolving Commitment on the effective date of such amendment (the “Post-Refinancing Revolving Lenders”), and with the consent of such Post-Refinancing Revolving Lenders shall purchase from each Issuing such Pre-Refinancing Revolving Lender, participations at the principal amount thereof, such interests in Letters Revolving Loans and participation interests in L/C Liabilities (but not, for the avoidance of Credit expiring doubt, the related Revolving Commitments) outstanding on or after the Revolving Maturity Date effective date of such Refinancing Amendment as shall be reallocated from necessary in order that, after giving effect to all such assignments or transfers and purchases, such Revolving Loans and participation interests in L/C Liabilities will be held by Pre-Refinancing Revolving Lenders holding Commitments to and Post-Refinancing Revolving Lenders holding extended revolving commitments ratably in accordance with their Revolving Commitments and Other Revolving Commitments, as applicable, after giving effect to such Refinancing Amendment (and after giving effect to any Revolving Loans made on the terms effective date of such Refinancing Amendment; provided). Such assignments or transfers and purchases shall be made pursuant to such procedures as may be designated by Administrative Agent and shall not be required to be effectuated in accordance with Section 13.05. For the avoidance of doubt, however, that such Revolving Loans and participation interests in L/C Liabilities assigned or transferred and purchased pursuant to this Section 2.15(f) shall, upon receipt thereof by the relevant Lenders holding CommitmentsPost-Increase Revolving Lenders, be deemed to be Other Revolving Loans and participation interests in L/C Liabilities in respect of the relevant Other Revolving Commitments acquired by such Commitments Post-Increase Revolving Lenders on the relevant amendment effective date and the terms of such Revolving Loans and participation interests (including, without limitation, the commission interest rate and maturity applicable thereto) shall be adjusted accordingly.

Refinancing Amendments. (a) So long as no Default On one or Event of Default exists or would arise therefrom, at any time more occasions after the Closing Date, the Borrowers may obtain, from any Lender or any Additional Refinancing Lender, Credit Agreement Refinancing Indebtedness in respect of all or any portion of any Class of Term Loans and the Facility Revolving Credit Loans (or unused Revolving Credit Commitments) then outstanding under this Agreement (which for purposes of this clause (a) will be deemed to include any then outstanding (w) Extended Term Loans, Other Term Loans or Incremental Term Loans), in the form of Other Term Loans, (x) Accordion Term Loans, (y) Other Revolving Credit Loans and (z) Loans provided against the Accordion Revolving Commitments, but will exclude the commitments in respect of the Last-Out Tranche unless (1) the Loans comprising the Last-Out Tranche are the only Loans outstanding and (2) the Commitments for the Revolving Credit Facility (excluding the Last-Out Tranche) have been terminated) in the form of (i) one or more Other Term Loans or Other Term Loan Commitments, (ii) one Other Revolving Credit Commitments or more Other Revolving Credit Loans or Other Revolving Credit Commitments, or (iii) in the case of the Last-Out Tranche, a new “first-in, last-out” tranche, as the case may be, in each case pursuant to a Refinancing Amendment. Each Tranche ; provided that notwithstanding anything to the contrary in this Section 2.16 or otherwise, (1) the borrowing and repayment (except for (A) payments of interest and fees at different rates on Other Revolving Credit Commitments (and related outstandings), (B) repayments required upon the Maturity Date of the Other Revolving Credit Commitments and (C) repayment of principal 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 made on a pro rata basis with all other Revolving Credit Commitments, (2) subject to the provisions of Section 2.03(l) and Section 2.04(g) to the extent dealing with Swing Line Loans and Letters of Credit Agreement Refinancing Indebtedness incurred under this Subsection 2.7 which mature or expire after a Maturity Date when there exist Extended 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 Section 2.03(l) and Section 2.04(g), without giving effect to changes thereto on an aggregate principal amount earlier Maturity Date with respect to Swing Line Loans and Letters of Credit theretofore incurred or issued), (3) 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 Revolving Credit Commitments, except that is 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 (x4) not less than $15,000,000 in the case of Other Term Loans or $15,000,000 in the case assignments and participations of Other Revolving Credit Commitments and Other Revolving Credit Loans shall be governed by the same assignment and (y) an integral multiple of $5,000,000 in excess thereofparticipation provisions applicable to Revolving Credit Commitments and Revolving Credit Loans. (b) The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Subsection 6.2 Section 4.02 (which, for the avoidance of doubt, shall not require compliance with Section 7.10 for any incurrence of Other Term Loans) and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) customary legal opinions, board resolutions, resolutions and officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Subsection 6.1 (conformed as appropriate) other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion). Any opinion reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Credit Agreement Refinancing Amendment may provide for Indebtedness is provided with the issuance of Letters of Credit for the account benefit of the Parent Borrower, or the provision to the Parent Borrower of Swingline Loans, pursuant to any Other Revolving Credit Commitments established thereby, in each case on terms substantially equivalent to the terms applicable to Letters of Credit and Swingline Loans under the CommitmentsLoan Documents. (c) The Administrative Agent Each issuance of Credit Agreement Refinancing Indebtedness under Section 2.16(a) shall promptly notify each Lender as to the effectiveness be in an aggregate principal amount that is (x) not less than $25,000,000 and (y) an integral multiple of each Refinancing Amendment. $1,000,000 in excess thereof. (d) Each of the parties hereto hereby agrees that, upon that this Agreement and the effectiveness of any other Loan Documents may be amended pursuant to a Refinancing Amendment, this Agreement shall be deemed amended without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto and (including any amendments necessary 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). The Lenders hereby irrevocably authorize the Administrative Agent to enter into any Refinancing Amendment to ii) effect such other amendments to this Agreement and the other Loan Documents and such technical amendments as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower RepresentativeBorrowers, to effect the provisions of this Subsection 6.1. In additionSection 2.16, if so provided in and the relevant Refinancing Amendment and with Required Lenders hereby expressly authorize the consent of each Issuing Lender, participations in Letters of Credit expiring on or after the Revolving Maturity Date shall be reallocated from Lenders holding Commitments Administrative Agent to Lenders holding extended revolving commitments in accordance with the terms of enter into any such Refinancing Amendment; provided, however, that such participation interests shall, upon receipt thereof by the relevant Lenders holding Commitments, be deemed to be participation interests in respect of such Commitments and the terms of such participation interests (including, without limitation, the commission applicable thereto) shall be adjusted accordingly.

Refinancing Amendments. (a) So long as no Default or Event of Default exists or would arise therefrom, at any time after the Closing Date, the Borrowers The Borrower may obtain, from any Lender or any Additional Lender, Credit Agreement Refinancing Indebtedness in respect 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 Facility Loans and Commitments hereunder (which for purposes of this clause (a) purpose will be deemed to include any then outstanding (w) Other Revolving Commitments, Other Revolving Loans and/or Other Term Loans), pursuant to a Refinancing Amendment; provided that such Credit Agreement Refinancing Indebtedness (i) will rank pari passu in right of payment and of security with the other Loans and Commitments hereunder, (ii) will have such pricing, fees (including upfront fees and OID), optional prepayment terms, redemption premiums and subordination terms as may be agreed by the Borrower and the Lenders thereof, (iii) (x) Accordion Term Loans, (y) Other Revolving Credit Loans and (z) Loans provided against the Accordion Revolving Commitments, but will exclude the commitments in with respect of the Last-Out Tranche unless (1) the Loans comprising the Last-Out Tranche are the only Loans outstanding and (2) the Commitments for the Revolving Credit Facility (excluding the Last-Out Tranche) have been terminated) in the form of (i) one or more to any Other Term Loans or Other Term Loan Commitments, will have a maturity date that 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 that is not shorter than the remaining Weighted Average Life to Maturity of the Class of Term Loans being refinanced (iiif applicable) one or more and (y) with respect to any Other Revolving Credit Loans or Other Revolving Credit Commitments, will have a maturity date that is not prior to the maturity date with respect to the Class of Revolving Commitments or Class of Term Loans being refinanced and (iiiiv) in except as otherwise permitted herein, will have terms and conditions taken as a whole that are substantially identical to, or no more favorable to the case of the Last-Out Tranche, a new “first-in, last-out” tranche, as the case may be, in each case pursuant to a Refinancing Amendment. Each Tranche of Lenders providing such Credit Agreement Refinancing Indebtedness incurred under this Subsection 2.7 shall be in an aggregate principal amount than, the Refinanced Debt; provided further that is (x) not less than $15,000,000 the terms and conditions applicable to such 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 that is in effect on the case of Other Term Loans date such Credit Agreement Refinancing Indebtedness is incurred or $15,000,000 in the case of Other Revolving Loans obtained and (y) an integral multiple the effectiveness of $5,000,000 any Refinancing Amendment, together with the effectiveness of any increase in excess thereof. (b) Revolving Commitments, 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 Subsection 6.2 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent Section 4.03(a) and (b). Each Class of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date Credit Agreement Refinancing Indebtedness incurred under Subsection 6.1 (other this Section 2.19 shall be in an aggregate principal amount that is not less than changes to such legal opinions resulting from a change $50,000,000 and an integral multiple of $1,000,000 in law, change in fact or change to counsel’s form of opinion)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 Credit Commitments established thereby, in each case on terms substantially equivalent to the terms applicable to Letters of Credit and Swingline Loans under the Commitments. (c) Revolving Commitments hereunder. 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). The Lenders hereby irrevocably authorize the Administrative Agent to enter into any Any Refinancing Amendment to may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents and such technical amendments as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower RepresentativeBorrower, to effect the provisions of this Subsection 6.1Section 2.19. In addition, if so provided in the relevant Refinancing Amendment and with the consent of each Issuing LenderBank, participations in Letters of Credit expiring on or after the Revolving Maturity Date shall be reallocated from Lenders holding Revolving Commitments hereunder 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 Commitmentssuch extended revolving commitments, be deemed to be participation interests in respect of such Commitments extended revolving commitments and the terms of such participation interests (including, without limitation, the commission applicable thereto) shall be adjusted accordingly. (b) This Section 2.19 shall supersede any provisions in Section 2.17 or 9.02 to the contrary.

Refinancing Amendments. (a1) So long as no Default or Event of Default exists or would arise therefrom, at At any time after the Closing Date, the Borrowers 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, Credit Agreement Refinancing Indebtedness in respect of the Facility (which for purposes of this clause ii) Affiliated Lenders may not provide Other Revolving Commitments and (a) will be deemed to include any then outstanding (wiii) Other Term LoansLoans provided by Affiliated Lenders shall be subject to the limitations set forth in Section 10.07(h)), (x) Accordion Other Loans to refinance all or, solely with respect to Term Loans, (y) Other Revolving Credit Loans and (z) Loans provided against the Accordion Revolving Commitments, but will exclude the commitments in respect any portion of the Last-Out Tranche unless (1) the applicable Class or Classes of Loans comprising the Last-Out Tranche are the only Loans then outstanding and (2) the Commitments for the Revolving Credit Facility (excluding the Last-Out Tranche) have been terminated) in the form of (i) one or more Other Term Loans or under this Agreement which will be made pursuant to Other Term Loan Commitments, (ii) one or more Other Revolving Credit Loans or Other Revolving Credit Commitments, or (iii) in the case of the Last-Out TrancheOther Term Loans, a new “first-inand pursuant to Other Revolving Commitments, last-out” tranche, as in the case may beof Other Revolving Loans, in each case pursuant to a Refinancing Amendment; provided that such Other Loans and Other Revolving Commitments (i) shall rank equal in priority in right of payment with the other Loans and Commitments hereunder, (ii) 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 payable to the Lenders providing such Other 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, (vi) may have optional prepayment terms (including call protection and prepayment terms and premiums) as may be agreed between the Borrower and the Lenders thereof, (vii) will have a final maturity date no earlier than, 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 and (viii) will have such other terms and conditions (other than as provided in foregoing clauses (ii) through (vii)) that either, at the option of the Borrower, (1) reflect market terms and conditions (taken as a whole) 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 to the Borrower (as reasonably determined by the Borrower in good faith), when taken as a whole, than 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 in effect immediately prior to such refinancing or (y) subject to the immediately succeeding proviso, a Previously Absent Financial Maintenance Covenant; provided that, notwithstanding anything to the contrary contained herein, if any such terms of the Other Term Loans contain a Previously Absent Financial Maintenance Covenant that is in effect prior to the applicable Latest Maturity Date, such Previously Absent Financial Maintenance Covenant shall be included for the benefit of each Facility. Any Other Term Loans may participate on a pro rata basis or less than a pro rata basis in any mandatory prepayments 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 Loans or Other Revolving Commitments are provided with the benefit of the applicable Loan Documents. (2) Each Tranche Class of Credit Agreement Refinancing Indebtedness Other Commitments and Other Loans incurred under this Subsection 2.7 Section 2.15 shall be in an aggregate principal amount that is (x) not less than $15,000,000 in the case of Other Term Loans or $15,000,000 in the case of Other Revolving Loans and (y) an integral multiple of $5,000,000 in excess thereof. (b) The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Subsection 6.2 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Subsection 6.1 (other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion)5,000,000. Any Refinancing Amendment may provide for the issuance of Letters of Credit for the account of the Parent Borrower, or the provision to the Parent Borrower of Swingline Loans, pursuant to any Other Revolving Credit Commitments established thereby, in each case on terms substantially equivalent to the terms applicable to Letters of Credit and Swingline Loans under the Commitments. (c) The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Credit Agreement Refinancing Indebtedness Other Commitments and Other Loans incurred pursuant thereto (including any amendments necessary to treat the Other Loans and/or Other Commitments as Loans and Commitments subject thereto as Other Term Loans, Other Revolving Credit Loans, Other Revolving Credit Commitments and/or Other Term Commitments). The Lenders hereby irrevocably authorize the Administrative Agent to enter into any Any Refinancing Amendment to may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents and such technical amendments as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower RepresentativeBorrower, to effect the provisions of this Subsection 6.1Section 2.15. (3) This Section 2.15 shall supersede any provisions in Section 2.12, 2.13 or 10.01 to the contrary. In additionFor the avoidance of doubt, if so provided in any of the relevant Refinancing Amendment and provisions of this Section 2.15 may be amended with the consent of each Issuing Lender, participations in Letters of Credit expiring on or after the Revolving Maturity Date shall be reallocated from Lenders holding Commitments to Lenders holding extended revolving commitments in accordance with the terms of such Refinancing Amendment; provided, however, that such participation interests shall, upon receipt thereof by the relevant Lenders holding Commitments, be deemed to be participation interests in respect of such Commitments and the terms of such participation interests (including, without limitation, the commission applicable thereto) shall be adjusted accordinglyRequired Lenders.

Refinancing Amendments. (a) So long as no Default or Event of Default exists or would arise therefrom, at At any time after the Closing Date, the Borrowers may obtain, from any Lender or any Additional Lender, Permitted Credit Agreement Refinancing Indebtedness Debt in respect of (1) all or any portion of the Facility Term Loans then outstanding under this Agreement (which for purposes of this clause (a1) will be deemed to include any then outstanding (w) Other Term Loans, (x) Accordion Term Loans, (y) Other Revolving Credit Loans and (z) Loans provided against the Accordion Revolving Commitments, but will exclude the commitments in respect of the Last-Out Tranche unless (1) the Loans comprising the Last-Out Tranche are the only Loans outstanding and or (2) the Commitments for all or any portion of the Revolving Credit Facility Loans (excluding the Last-Out Trancheor unused Revolving Commitments) have been terminatedunder this Agreement (which for purposes of this clause (2) will be deemed to include any then outstanding Other Revolving Loans and Other Revolving Commitments), in the form of (ix) one or more Other Term Loans or Other Term Loan Commitments, Commitments or (iiy) one or more Other Revolving Credit Loans or Other Revolving Credit Commitments, or (iii) in the case of the Last-Out Tranche, a new “first-in, last-out” tranche, as the case may be, in each case pursuant to a Refinancing Amendment. Each Tranche of ; provided that such Permitted Credit Agreement Refinancing Indebtedness incurred under this Subsection 2.7 Debt: (i) shall not be permitted to rank senior in an aggregate principal amount that is right of payment or security to the Loans and Commitments hereunder; (ii) will have such pricing, premiums, optional prepayment terms and financial covenants as may be agreed by the Borrower Representative and the Lenders thereof; (iii) (x) with respect to any Other Revolving Loans or Other Revolving Commitments, will have a maturity date that is not less prior to the maturity date of Revolving Loans (or unused Revolving Commitments) being Refinanced and (y) other than $15,000,000 in the case of Customary Bridge Financings and Permitted Early Maturity Indebtedness, with respect to any Other Term Loans or $15,000,000 in Other Term Commitments, will have a maturity date that is not prior to the case of Other Revolving maturity date of, and will have a Weighted Average Life to Maturity that is not shorter than, the Term Loans being Refinanced; (iv) subject to clause (ii) above and the proviso below, will have terms and conditions that are either (x) substantially identical to, or, taken as a whole, less favorable to the Lenders or Additional Lenders providing such Permitted Credit Agreement Refinancing Debt than the Refinanced Debt or (y) an integral multiple customary market terms at the time of $5,000,000 Incurrence (as determined by the Borrower Representative in excess thereof.good faith) or approved by the Administrative Agent in its reasonable discretion; (bv) the proceeds of such Permitted Credit Agreement Refinancing Debt shall be applied, substantially concurrently with the Incurrence thereof, to the prepayment of outstanding Term Loans or reduction of Revolving Commitments being so Refinanced (and repayment of Revolving Loans outstanding thereunder); and (vi) shall not be secured by any assets other than the Collateral, shall not be guaranteed by any person other than the Guarantors and shall have the same borrowers as the Borrowers under the Refinanced Debt; provided, further, that the terms and conditions applicable to such 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 Representative and the Lenders thereof and applicable only during periods after the Latest Maturity Date that is in effect on the date such Permitted Credit Agreement Refinancing Debt is issued, Incurred or obtained or added to the Loan Documents for the benefit of the applicable Lenders pursuant to a Refinancing Amendment; provided, further that if a certificate of a Responsible Officer shall have been delivered to the Administrative Agent for posting to the Lenders at least five (5) Business Days prior to the incurrence of such Permitted Credit Agreement Refinancing Debt, together with a reasonably detailed description of the material terms and conditions of such Permitted Credit Agreement Refinancing Debt or drafts of the documentation relating thereto, stating that the Borrower Representative has determined in good faith that such terms and conditions satisfy the requirements of this Section 2.26(a), and the Required Lenders shall not have notified the Borrower Representative and the Administrative Agent that they disagree with such determination (including a statement of the basis upon which each such Lender disagrees) within such five (5) Business Day period, then such certificate shall be conclusive evidence that such terms and conditions satisfy the requirements of this Section 2.26(a). The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Subsection 6.2 and, (i) to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Subsection 6.1 and (other than changes to ii) such legal opinions resulting from a change in law, change in fact or change to counsel’s form conditions as the Borrowers and providers of opinion)said Permitted Credit Agreement Refinancing Debt shall agree. Any Refinancing Amendment may provide for the issuance of Letters of Credit for the account of the Parent Borrower, Borrower Representative or the provision to the Parent Borrower of Swingline Loansany Restricted Subsidiary, 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 Swingline Loans under the CommitmentsRevolving Commitments subject to the approval of the Issuing Lenders. (cb) 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 Permitted Credit Agreement Refinancing Indebtedness incurred Debt 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). The Lenders hereby irrevocably authorize the Administrative Agent to enter into any . (c) Any Refinancing Amendment to may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents and such technical amendments as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent Agent, the Refinancing Arranger and the Borrower Representative, to effect the provisions of this Subsection 6.1Section. In addition, if so provided in the relevant Refinancing Amendment and with the consent of each Issuing Lender, participations in Letters of Credit expiring on or after the Revolving Maturity Termination 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 Commitmentsrevolving commitments, be deemed to be participation interests in respect of such Commitments revolving commitments and the terms of such participation interests (including, without limitation, including the commission applicable thereto) shall be adjusted accordingly. (d) Notwithstanding anything to the contrary in this Agreement, this Section 2.26 shall supersede any provisions in Sections 2.17 or 11.1 to the contrary and the Borrowers and the Administrative Agent may amend Section 2.17 to implement any Refinancing Amendment. (e) If the Refinancing Arranger is not the Administrative Agent, the actions authorized to be taken by the Incremental Arranger herein shall be done in consultation with the Refinancing Arranger and, with respect to the preparation of any documentation necessary or appropriate to carry out the provisions of this Section 2.26 (including amendments to this Agreement and the other Loan Documents), any comments to such documentation reasonably requested by the Administrative Agent shall be reflected therein.

Refinancing Amendments. (a) So long as no Default On one or Event of Default exists or would arise therefrom, at any time more occasions after the Closing Date, the Borrowers Borrower may obtain, from any Lender or any other bank, financial institution or other institutional lender or investor that agrees to provide any portion of 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, (ii) with respect to Refinancing Term Loans, any Affiliated Lender providing 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), Credit Agreement Refinancing Indebtedness in respect of all or any portion of any Class, as selected by the Facility (which for purposes Borrower in its sole discretion, of this clause (a) will be deemed to include any then outstanding (w) Other Term Loans, (x) Accordion Term Loans, (y) Other Loans or Revolving Credit Loans and (z) Loans provided against the Accordion Revolving Commitments, but will exclude the commitments or unused Commitments in respect of the Last-Out Tranche unless (1thereof) the Loans comprising the Last-Out Tranche are the only Loans then outstanding and (2) the Commitments for the Revolving Credit Facility (excluding the Last-Out Tranche) have been terminated) under this Agreement, in the form of (i) one or more Other Refinancing Term Loans or Other Loans, Refinancing Term Loan Commitments, (ii) one or more Other Revolving Credit Loans or Other Revolving Credit Commitments, or (iii) in the case of the Last-Out Tranche, a new “first-in, last-out” tranche, as the case may be, in each case Other Revolving Credit Loans pursuant to a Refinancing Amendment. Each Tranche ; 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 Credit Commitments (and related outstandings), (B) 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 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 Agreement Refinancing Indebtedness incurred under this Subsection 2.7 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 pro rata basis by all Lenders with Commitments in accordance with their percentage of the Commitments in respect of Revolving Credit Loans (and except as provided in Section 2.03(n) and Section 2.04(g), without giving effect to changes thereto on an aggregate principal amount earlier maturity date with respect to Letters of Credit and Swing Line Loans theretofore incurred or issued), (3) 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 is 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 (x4) not less than $15,000,000 in the case of Other Term Loans or $15,000,000 in the case assignments and participations of Other Revolving Credit Commitments and Other Revolving Credit Loans shall be governed by the same assignment and (y) an integral multiple of $5,000,000 in excess thereofparticipation provisions applicable to Revolving Credit Commitments and Revolving Credit Loans. (b) The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Subsection 6.2 Section 4.02 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) customary legal opinions, board resolutions, resolutions and officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Subsection 6.1 (other than changes to such legal opinions opinion resulting from a change in law, change in fact or change to counsel’s form of opinion). Any opinion and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Credit Agreement Refinancing Amendment may provide for Indebtedness is provided with the issuance of Letters of Credit for the account benefit of the Parent Borrowerapplicable Loan Documents. For the avoidance of doubt, no consent of any Agent shall be required except to the extent affecting the rights and duties of, or the provision to the Parent Borrower of Swingline Loansany fees or other amounts payable to, 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 Swingline Loans under the Commitmentssuch Agent. (c) The Administrative Agent Each issuance of Credit Agreement Refinancing Indebtedness under Section 2.15(a) shall promptly notify each Lender as to the effectiveness be in an aggregate principal amount that is (x) not less than $10,000,000 and (y) an integral multiple of each Refinancing Amendment. $1,000,000 in excess thereof. (d) Each of the parties hereto hereby agrees that, upon that this Agreement and the effectiveness of any other Loan Documents may be amended pursuant to a Refinancing Amendment, this Agreement shall be deemed amended without the consent of any other Lenders or any Agent, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto and (including any amendments necessary ii) make such other changes to treat this Agreement and the Loans other Loan Documents consistent with the provisions and Commitments subject thereto as Other Term Loans, Other Revolving Credit Loans, Other Revolving Credit Commitments and/or Other Term Commitments). The intent of the third paragraph of Section 10.01 (without the consent of the Required Lenders hereby irrevocably authorize the Administrative Agent to enter into any Refinancing Amendment to called for therein) and (iii) effect such other amendments to this Agreement and the other Loan Documents and such technical amendments as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower RepresentativeBorrower, to effect the provisions of this Subsection 6.1. In addition, if so provided Section 2.15. (e) This Section 2.15 shall supersede any provisions in Section 2.13 or 10.01 to the relevant Refinancing Amendment and with the consent of each Issuing Lender, participations in Letters of Credit expiring on or after the Revolving Maturity Date shall be reallocated from Lenders holding Commitments to Lenders holding extended revolving commitments in accordance with the terms of such Refinancing Amendment; provided, however, that such participation interests shall, upon receipt thereof by the relevant Lenders holding Commitments, be deemed to be participation interests in respect of such Commitments and the terms of such participation interests (including, without limitation, the commission applicable thereto) shall be adjusted accordinglycontrary.

Refinancing Amendments. (a) So long as no Default On one or Event of Default exists or would arise therefrom, at any time more occasions after the Closing Date, the Borrowers Borrower may obtain, from any Lender or any other bank, financial institution or other institutional lender or investor that agrees to provide any portion of 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, (ii) with respect to Refinancing Term Loans, any Affiliated Lender providing an 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, Credit Agreement Refinancing Indebtedness referred to in clause (d) of the definition thereof in respect of the Facility (which for purposes all or any portion of this clause (a) will be deemed to include any then outstanding (w) Other Class of Term Loans, (x) Accordion Term Loans, (y) Other Loans or Revolving Credit Loans and (z) Loans provided against the Accordion Revolving Commitments, but will exclude the commitments in respect of the Last-Out Tranche unless (1) the Loans comprising the Last-Out Tranche are the only Loans outstanding and (2) the Commitments for the or unused Revolving Credit Facility (excluding the Last-Out TrancheCommitments) have been terminated) then outstanding under this Agreement, in the form of (i) one or more Other Refinancing Term Loans or Other Loans, Refinancing Term Loan Commitments, (ii) one or more Other Revolving Credit Loans or Other Revolving Credit Commitments, or (iii) in the case of the Last-Out Tranche, a new “first-in, last-out” tranche, as the case may be, in each case Other Revolving Credit Loans pursuant to a Refinancing Amendment. Each Tranche ; 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 Credit Commitments (and related outstandings), (B) 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 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 Agreement Refinancing Indebtedness incurred under this Subsection 2.7 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 Section 2.03(n) and Section 2.04(g), without giving effect to changes thereto on an aggregate principal amount earlier maturity date with respect to Swing Line Loans and Letters of Credit theretofore incurred or issued), (3) 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 Revolving Credit Commitments, except that is 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 (x4) not less than $15,000,000 in the case of Other Term Loans or $15,000,000 in the case assignments and participations of Other Revolving Credit Commitments and Other Revolving Credit Loans shall be governed by the same assignment and (y) an integral multiple of $5,000,000 in excess thereofparticipation provisions applicable to Revolving Credit Commitments and Revolving Credit Loans. (b) The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Subsection 6.2 Section 4.02 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) customary legal opinions, board resolutions, resolutions and officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Subsection 6.1 (other than changes to such legal opinions opinion resulting from a change in law, change in fact or change to counsel’s form of opinion). Any opinion reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Credit Agreement Refinancing Amendment may provide for Indebtedness is provided with the issuance of Letters of Credit for the account benefit of the Parent Borrower, or the provision to the Parent Borrower of Swingline Loans, pursuant to any Other Revolving Credit Commitments established thereby, in each case on terms substantially equivalent to the terms applicable to Letters of Credit and Swingline Loans under the CommitmentsLoan Documents. (c) The Administrative Agent Each issuance of Credit Agreement Refinancing Indebtedness under Section 2.15(a) shall promptly notify each Lender as to the effectiveness be in an aggregate principal amount that is (x) not less than $20,000,000 and (y) an integral multiple of each Refinancing Amendment. $1,000,000 in excess thereof. (d) Each of the parties hereto hereby agrees that, upon that this Agreement and the effectiveness of any other Loan Documents may be amended pursuant to a Refinancing Amendment, this Agreement shall be deemed amended without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto and (including any amendments necessary 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). The Lenders hereby irrevocably authorize the Administrative Agent to enter into any Refinancing Amendment to ii) effect such other amendments to this Agreement and the other Loan Documents and such technical amendments as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower RepresentativeBorrower, to effect the provisions of this Subsection 6.1. In additionSection 2.15, if so provided in and the relevant Refinancing Amendment and with Required Lenders hereby expressly authorize the consent of each Issuing Lender, participations in Letters of Credit expiring on or after the Revolving Maturity Date shall be reallocated from Lenders holding Commitments Administrative Agent to Lenders holding extended revolving commitments in accordance with the terms of enter into any such Refinancing Amendment; provided, however, that such participation interests shall, upon receipt thereof by . (e) This Section 2.15 shall supersede any provisions in Section 2.13 or 10.01 to the relevant Lenders holding Commitments, be deemed to be participation interests in respect of such Commitments and the terms of such participation interests (including, without limitation, the commission applicable thereto) shall be adjusted accordinglycontrary.

Refinancing Amendments. (a) So long as no Default or Event of Default exists or would arise therefrom, at At any time after the Closing Date, the Borrowers Borrower may obtain, from any Lender or any Additional Lender, Credit Agreement Refinancing Indebtedness under this Agreement in respect of (i) all or any portion of the Facility (which for purposes of this clause (a) will be deemed to include any Term Loans then outstanding under this Agreement or (wii) Other Term Loans, (x) Accordion Term Loans, (y) Other all or any portion of the Revolving Credit Loans and related extensions of credit (zor unused Revolving Loan Commitments) Loans provided against the Accordion Revolving Commitmentsunder this Agreement, but will exclude the commitments in respect of the Last-Out Tranche unless (1) the Loans comprising the Last-Out Tranche are the only Loans outstanding and (2) the Commitments for the Revolving Credit Facility (excluding the Last-Out Tranche) have been terminated) in the form of (ix) one or more Other Term Loans or Other Term Loan Commitments, Commitments or (iiy) one or more Other Revolving Credit Loans or Other Revolving Credit Commitments, or (iii) in the case of the Last-Out Tranche, a new “first-in, last-out” tranche, 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 and Other Loan Term Commitments, junior in right of payment or security) in right of payment and of security with the other Loans and Commitments hereunder, (ii) 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 such pricing, fees, optional prepayments or redemption terms and premiums as may be agreed by the Borrower and the lenders thereof, (iv) (x) with respect to any Other Revolving Loans or Other Revolving Commitments, will have a maturity date that 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 that is not shorter than, the Term Loans being refinanced (other than to the extent of nominal amortization for periods where amortization has been eliminated or reduced as a result of prepayments of such 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 terms and conditions that are substantially identical to, or (taken as a whole) no more favorable (as reasonably determined by the Borrower) to the investors providing such Credit Agreement Refinancing Indebtedness than, the Refinanced Debt; provided, further, that the terms and conditions applicable to such 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 that is in effect on the date such Credit Agreement Refinancing Indebtedness is issued, incurred or obtained. Each Tranche Class of Credit Agreement Refinancing Indebtedness incurred under this Subsection 2.7 Section 2.17 shall be in an aggregate principal amount that is (x) not less than $15,000,000 in the case of Other Term Loans or $15,000,000 in the case of Other Revolving Loans 25,000,000 and (y) an integral multiple of $5,000,000 in excess thereof. (b) The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Subsection 6.2 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Subsection 6.1 (other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion). Any Refinancing Amendment may provide for the issuance of Letters of Credit for the account of the Parent Borrower, or the provision to the Parent Borrower of Swingline Loans, pursuant to any Other Revolving Credit Commitments established thereby, in each case on terms substantially equivalent to the terms applicable to Letters of Credit and Swingline Loans under the Commitments. (c) The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans, Other Revolving Credit Loans, Other Revolving Credit Commitments and/or Other Term Loan Commitments). The Lenders hereby irrevocably authorize the Administrative Agent to enter into any Any Refinancing Amendment to may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Credit Documents and such technical amendments as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower RepresentativeBorrower, to effect the provisions of this Subsection 6.1Section 2.17. In addition, if so provided in the relevant Refinancing Amendment and with case of the consent provision of each Issuing Lenderany Other Revolving Commitments, participations in Letters of Credit expiring on or after the Revolving Maturity Date shall be reallocated from Lenders holding existing Revolving Loan Commitments to Lenders holding extended revolving commitments in accordance with Other Revolving Commitments as needed to reflect the terms revised RL Percentages of such the various RL Lenders. For the avoidance of doubt, no existing Lender shall be obligated to provide any Credit Agreement Refinancing Amendment; providedIndebtedness. (c) Credit Agreement Refinancing Indebtedness may also be incurred outside of this Agreement, however, that such participation interests shall, upon receipt thereof by subject to the relevant Lenders holding Commitmentsrequirements of Section 10.04, be deemed the definition of Credit Agreement Refinancing Indebtedness, the satisfaction of Section 2.17(a)(vii), if applicable, and, except with respect to be participation interests in respect of such Commitments Permitted Unsecured Refinancing Debt, Section 2.17(a)(viii), and the various component defined terms of such participation interests as used therein. (includingd) This Section 2.17 shall supersede any provisions in Section 2.07, without limitation, 13.06 or 13.10 to the commission applicable thereto) shall be adjusted accordinglycontrary.

Refinancing Amendments. (a) So long as no Default On one or Event of Default exists or would arise therefrom, at any time more occasions after the Closing Date, the Borrowers Borrower may obtain, from any Lender or any other bank, financial institution or other institutional lender or investor that agrees to provide any portion of 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, (ii) with respect to Refinancing Term Loans, any Affiliated Lender providing 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), Credit Agreement Refinancing Indebtedness in respect of all or any portion of any Class, as selected by the Facility (which for purposes Borrower in its sole discretion, of this clause (a) will be deemed to include any then outstanding (w) Other Term Loans, (x) Accordion Term Loans, (y) Other Loans or Revolving Credit Loans and (z) Loans provided against the Accordion Revolving Commitments, but will exclude the commitments or unused Commitments in respect of the Last-Out Tranche unless (1thereof) the Loans comprising the Last-Out Tranche are the only Loans then outstanding and (2) the Commitments for the Revolving Credit Facility (excluding the Last-Out Tranche) have been terminated) under this Agreement, in the form of (i) one or more Other Refinancing Term Loans or Other Loans, Refinancing Term Loan Commitments, (ii) one or more Other Revolving Credit Loans or Other Revolving Credit Commitments, or (iii) in the case of the Last-Out Tranche, a new “first-in, last-out” tranche, as the case may be, in each case Other Revolving Credit Loans pursuant to a Refinancing Amendment. Each Tranche ; 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 Credit Commitments (and related outstandings), (B) 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 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 Agreement Refinancing Indebtedness incurred under this Subsection 2.7 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 Commitments in respect of Revolving Credit Loans (and except as provided in ‎Section 2.03(n) and ‎Section 2.04(g), without giving effect to changes thereto on an aggregate principal amount earlier maturity date with respect to Swing Line Loans and Letters of Credit theretofore incurred or issued), (3) 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 is 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 (x4) not less than $15,000,000 in the case of Other Term Loans or $15,000,000 in the case assignments and participations of Other Revolving Credit Commitments and Other Revolving Credit Loans shall be governed by the same assignment and (y) an integral multiple of $5,000,000 in excess thereofparticipation provisions applicable to Revolving Credit Commitments and Revolving Credit Loans. (b) The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Subsection 6.2 ‎Section 4.02 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) customary legal opinions, board resolutions, resolutions and officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Subsection 6.1 (other than changes to such legal opinions opinion resulting from a change in law, change in fact or change to counsel’s form of opinion). Any opinion reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Credit Agreement Refinancing Amendment may provide for Indebtedness is provided with the issuance of Letters of Credit for the account benefit of the Parent Borrower, or the provision to the Parent Borrower of Swingline Loans, pursuant to any Other Revolving Credit Commitments established thereby, in each case on terms substantially equivalent to the terms applicable to Letters of Credit and Swingline Loans under the CommitmentsLoan Documents. (c) The Administrative Agent Each issuance of Credit Agreement Refinancing Indebtedness under ‎Section 2.15(a) shall promptly notify each Lender as to the effectiveness be in an aggregate principal amount that is (x) not less than $10,000,000 and (y) an integral multiple of each Refinancing Amendment. $1,000,000 in excess thereof. (d) Each of the parties hereto hereby agrees that, upon that this Agreement and the effectiveness of any other Loan Documents may be amended pursuant to a Refinancing Amendment, this Agreement shall be deemed amended without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto and (including any amendments necessary ii) make such other changes to treat this Agreement and the Loans other Loan Documents consistent with the provisions and Commitments subject thereto as Other Term Loans, Other Revolving Credit Loans, Other Revolving Credit Commitments and/or Other Term Commitments). The intent of the third paragraph of ‎Section 10.01 (without the consent of the Required Lenders hereby irrevocably authorize the Administrative Agent to enter into any Refinancing Amendment to called for therein) and (iii) effect such other amendments to this Agreement and the other Loan Documents and such technical amendments as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower RepresentativeBorrower, to effect the provisions of this Subsection 6.1. In addition‎Section 2.15, if so provided in and the relevant Refinancing Amendment and with Required Lenders hereby expressly authorize the consent of each Issuing Lender, participations in Letters of Credit expiring on or after the Revolving Maturity Date shall be reallocated from Lenders holding Commitments Administrative Agent to Lenders holding extended revolving commitments in accordance with the terms of enter into any such Refinancing Amendment; provided, however, that such participation interests shall, upon receipt thereof by . (e) This ‎Section 2.15 shall supersede any provisions in ‎Section 2.13 or ‎10.01 to the relevant Lenders holding Commitments, be deemed to be participation interests in respect of such Commitments and the terms of such participation interests (including, without limitation, the commission applicable thereto) shall be adjusted accordinglycontrary.

Refinancing Amendments. (a) So long as no Default or Event of Default exists or would arise therefrom, at any time after the Closing Date, the The Borrowers may obtain, from any Lender or any Additional Lenderother 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 the Facility Revolving Credit Commitments to such Lender or Additional Refinancing Lender, 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, (which for purposes of this clause (aii) will be deemed with respect to include any then outstanding (w) Other Refinancing Term Loans, any Affiliated Lender providing Refinancing Term Loans shall be subject to 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 (xiii) Accordion Term Loans, (y) Affiliated Lenders may not provide Other Revolving Credit Loans and (z) Loans provided against the Accordion Revolving Commitments), but will exclude the commitments in respect of all or any portion of any Class, series or tranche, as selected by the Last-Out Tranche unless (1) the Borrowers in their sole discretion without prejudice to Section 2.05(a)(i), of Term Loans comprising the Last-Out Tranche are the only Loans outstanding and (2) the Commitments for the or Revolving Credit Loans (or unused Revolving Credit Commitments) or Additional Facility (excluding the Last-Out Tranche) have been terminated) Commitments then outstanding under this Agreement, in the form of (i) one or more Other Refinancing Term Loans or Other Loans, Refinancing Term Loan Commitments, (ii) one or more Other Revolving Credit Loans or Other Revolving Credit Commitments, or (iii) in the case of the Last-Out Tranche, a new “first-in, last-out” tranche, as the case may beOther Revolving Credit Loans, in each case case, constituting Credit Agreement Refinancing Indebtedness pursuant to a Refinancing Amendment. Each Tranche ; provided that notwithstanding anything to the contrary in this Section 2.15 or otherwise, (A) the borrowing and repayment (except for (1) payments of interest and fees at different rates on Other Revolving Credit Agreement Refinancing Indebtedness incurred under this Subsection 2.7 Commitments (and related outstandings), (2) repayments required upon the maturity date of the 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 date of obtaining any Other Revolving Credit Commitments shall be in an aggregate principal amount that is made on a pro rata basis (x) not less than $15,000,000 or, in the case of repayment, 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 Term 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 $15,000,000 in issued), (C) the case 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 or greater than pro rata basis with all other Revolving Credit Commitments and (D) assignments and participations of Other Revolving Credit Commitments and Other Revolving Credit Loans shall be governed by the same assignment and (y) an integral multiple of $5,000,000 in excess thereofparticipation provisions applicable to Revolving Credit Commitments and Revolving Credit Loans existing on the date such Other Revolving Credit Commitments are obtained. (b) The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Subsection 6.2 Section 4.03 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) customary legal opinions, board resolutions, resolutions and officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing 2020 Amendment Effective Date under Subsection 6.1 (other than changes to such legal opinions opinion resulting from a change in law, change in fact or change to counsel’s form of opinion). Any opinion reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Credit Agreement Refinancing Amendment may provide for Indebtedness is provided with the issuance of Letters of Credit for the account benefit of the Parent Borrower, or the provision to the Parent Borrower of Swingline Loans, pursuant to any Other Revolving Credit Commitments established thereby, in each case on terms substantially equivalent to the terms applicable to Letters of Credit and Swingline Loans under the CommitmentsLoan Documents. (c) The Administrative Agent Each Refinancing Series shall promptly notify each Lender as be in an aggregate principal amount that is not less than $1,000,000 in the case of an Other Revolving Credit Commitment and $15,000,000 in the case of a Refinancing Term Commitment; provided that such amounts may be less than $1,000,000 and $15,000,000, respectively, if such amount is equal to (i) the effectiveness entire outstanding principal amount of each Refinancing Amendment. the Refinanced Debt that is in the form of Revolving Credit Commitments or (ii) the entire principal amount of Refinanced Debt that is in the form of Term Loans. (d) Each of the parties hereto hereby agrees that, upon that this Agreement and the effectiveness of any other Loan Documents may be amended pursuant to a Refinancing Amendment, this Agreement shall be deemed amended without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred Incurred pursuant thereto thereto, (including any amendments necessary ii) make such other changes to treat this Agreement and the Loans other Loan Documents consistent with the provisions and Commitments subject thereto as Other Term Loans, Other Revolving Credit Loans, Other Revolving Credit Commitments and/or Other Term Commitments). The intent of the third paragraph of Section 10.01 (without the consent of the Required Lenders hereby irrevocably authorize the Administrative Agent to enter into any Refinancing Amendment to called for therein) and (iii) effect such other amendments to this Agreement and the other Loan Documents and such technical amendments as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower RepresentativeCompany, to effect the provisions of this Subsection 6.1. In additionSection 2.15, if so provided in and the relevant Refinancing Amendment and with Required Lenders hereby expressly authorize the consent of each Issuing Lender, participations in Letters of Credit expiring on or after the Revolving Maturity Date shall be reallocated from Lenders holding Commitments Administrative Agent to Lenders holding extended revolving commitments in accordance with the terms of enter into any such Refinancing Amendment; provided. (e) This Section 2.15 shall supersede any provisions in Section 2.13 or Section 10.01 to the contrary. (f) Notwithstanding anything in this Agreement to the contrary, howevernothing in this Section 2.15 will be construed to limit the provisions of Section 2.14 or the ability to Incur Indebtedness, that such participation interests shallincluding Refinancing Indebtedness, upon receipt thereof by the relevant Lenders holding Commitments, be deemed to be participation interests in respect under Section 4.09 of such Commitments and the terms of such participation interests (including, without limitation, the commission applicable thereto) shall be adjusted accordinglyAnnex II.

Refinancing Amendments. (a) So long as no Default or Event of Default exists or would arise therefrom, at At any time after the Closing Date, the Borrowers may obtain, from any Lender or any Additional Lender, obtain Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Facility Revolving Loans (or unused Revolving Commitments) then outstanding under this Agreement (which for purposes of this clause (a) will be deemed to include any then outstanding (w) Other Term Loans, (x) Accordion Term Loans, (y) Other Revolving Credit Loans and (z) Loans provided against the Accordion Extended Revolving CommitmentsLoans), but will exclude the commitments in respect of the Last-Out Tranche unless (1) the Loans comprising the Last-Out Tranche are the only Loans outstanding and (2) the Commitments for the Revolving Credit Facility (excluding the Last-Out Tranche) have been terminated) in the form of (i) one or more Other Term Loans or Other Term Loan Commitments, (ii) one or more Other Revolving Credit Loans or Other Revolving Credit Commitments, or (iii) in the case of the Last-Out Tranche, a new “first-in, last-out” tranche, as the case may be, in each case Commitments pursuant to a Refinancing Amendment. Each Tranche ; provided that, notwithstanding anything to the contrary in this Section 2.14 or otherwise, (1) the borrowing and repayment (except for (A) payments of Credit Agreement Refinancing Indebtedness incurred under this Subsection 2.7 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 in an aggregate principal amount made on a pro rata basis with all other Revolving Commitments, (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 is 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 (x3) not less than $15,000,000 in the case of Other Term Loans or $15,000,000 in the case assignments and participations of Other Revolving Commitments and Other Revolving Loans shall be governed by the same assignment and (y) an integral multiple of $5,000,000 in excess thereof. (b) participation provisions applicable to Revolving Commitments and Revolving Loans. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Subsection 6.2 andSection 4.02, and to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with opinions reasonably requested by the Administrative Agent relating to the matters described above covering matters similar to those covered in the opinions delivered on the Closing Date under Subsection 6.1 (other than changes to and, if such legal Refinancing Amendment is entered into on or after the First Amendment Effective Date, those covered in the collateral-related opinions resulting from a change in law, change in fact or change to counsel’s form of opiniondelivered on the First Amendment Effective Date). Any No Lender shall have any obligation to participate in any Refinancing Amendment may provide for the Amendment. Each issuance of Letters Credit Agreement Refinancing Indebtedness under this Section 2.14(a) shall be in an aggregate principal amount that is (x) not less than $5,000,000 and (y) an integral multiple of Credit for the account of the Parent Borrower, or the provision to the Parent Borrower of Swingline Loans, pursuant to any Other Revolving Credit Commitments established thereby, $1,000,000 in each case on terms substantially equivalent to the terms applicable to Letters of Credit and Swingline Loans under the Commitmentsexcess thereof. (cb) 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, Revolving Loans and Other Revolving Credit LoansCommitments, Other Revolving Credit Commitments and/or Other Term Commitmentsas applicable). The Lenders hereby irrevocably authorize the Administrative Agent to enter into any Any Refinancing Amendment to may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents and such technical amendments as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower RepresentativeBorrowers, to effect the provisions of this Subsection 6.1Section 2.14. (c) The Loans and Commitments established pursuant to this Section 2.14 shall constitute Loans and Commitments under, and shall be entitled to all the benefits afforded by, this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from the Guaranties and the Liens created by the Pledge Agreement. In additionSubject to Section 6.09, if so provided in the relevant Loan Parties shall take any actions reasonably requested by the Administrative Agent to ensure and/or demonstrate that the Liens granted by the Pledge Agreement continue to secure all Obligations and continue to be perfected under the UCC or otherwise after giving effect to the applicable Refinancing Amendment. (d) To the extent the Revolving Commitments are being refinanced on the effective date of any Refinancing Amendment, then each of the Revolving Lenders having a Revolving Commitment prior to the effective date of such Refinancing Amendment (such Revolving Lenders, the “Pre-Refinancing Revolving Lenders”) shall assign or transfer to any Revolving Lender which is acquiring an Other Revolving Commitment on the effective date of such amendment (the “Post-Refinancing Revolving Lenders”), and with the consent of such Post-Refinancing Revolving Lenders shall purchase from each Issuing such Pre-Refinancing Revolving Lender, participations at the principal amount thereof, such interests in Revolving Loans and participation interests in Letters of Credit expiring (but not, for the avoidance of doubt, the related Revolving Commitments) outstanding on or after the Revolving Maturity Date effective date of such Refinancing Amendment as shall be reallocated from necessary in order that, after giving effect to all such assignments or transfers and purchases, such Revolving Loans and participation interests in Letters of Credit will be held by Pre-Refinancing Revolving Lenders holding Commitments to and Post-Refinancing Revolving Lenders holding extended revolving commitments ratably in accordance with their Revolving Commitments and Other Revolving Commitments, as applicable, after giving effect to such Refinancing Amendment (and after giving effect to any Revolving Loans made on the terms effective date of such Refinancing Amendment; provided). Such assignments or transfers and purchases shall be made pursuant to such procedures as may be designated by the Administrative Agent and shall not be required to be effectuated in accordance with Section 11.06. For the avoidance of doubt, however, that such Revolving Loans and participation interests in Letters of Credit assigned or transferred and purchased pursuant to this Section 2.14(d) shall, upon receipt thereof by the relevant Lenders holding CommitmentsPost-Refinancing Revolving Lenders, be deemed to be Other Revolving Loans and participation interests in Letters of Credit in respect of the relevant Class of Other Revolving Commitments acquired by such Commitments Post-Refinancing Revolving Lenders on the relevant amendment effective date and the terms of such Revolving Loans and participation interests (including, without limitation, the commission interest rate and maturity applicable thereto) shall be adjusted accordingly. (e) This Section shall supersede any provisions in Section 2.12, Section 11.01 or Section 11.08 to the contrary.

Refinancing Amendments. (a) So long as no Default or Event of Default exists or would arise therefrom, at At any time after the Closing Date, the Borrowers Borrower may obtain, from any Lender or any Additional additional Term Lender, Credit Agreement Refinancing Indebtedness in respect of the Facility (which for purposes of this clause (a) will be deemed to include any then outstanding (w) Other Term Loans, (x) Accordion Term Loans, (y) Other Revolving Credit Loans and (z) Loans provided against the Accordion Revolving Commitments, but will exclude the commitments in respect of the Last-Out Tranche unless (1) the Loans comprising the Last-Out Tranche are the only Loans outstanding and (2) the Commitments for the Revolving Credit Facility (excluding the Last-Out Tranche) have been terminated) in the form of (i) one or more Other Term Loans to refinance all or any portion of the Term Loans then outstanding under this Agreement which will be made pursuant to Other Term Loan Commitments, (ii) one or more Other Revolving Credit Loans or Other Revolving Credit Commitments, or (iii) in the case of the Last-Out Tranche, a new “first-in, last-out” tranche, as the case may be, in each case 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 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 favorable to the additional lenders or holders providing such Other Term Loan Commitments and Other Term Loans than those applicable to the Loans being refinanced 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 2.05(b)(i), (ii) or (iii), 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. (b) Each Tranche class of Credit Agreement Refinancing Indebtedness Other Term Loan Commitments and Other Term Loans incurred under this Subsection 2.7 Section 2.14 shall be in an aggregate principal amount that is (x) not less than $15,000,000 in 20,000,000 (or, if less, the case remaining permitted amount of such Other Term Loans or $15,000,000 in the case of Loan Commitments and Other Revolving Loans and (y) an integral multiple of $5,000,000 in excess thereof. (b) The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Subsection 6.2 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Subsection 6.1 (other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinionTerm Loans). Any Refinancing Amendment may provide for the issuance of Letters of Credit for the account of the Parent Borrower, or the provision to the Parent Borrower of Swingline Loans, pursuant to any Other Revolving Credit Commitments established thereby, in each case on terms substantially equivalent to the terms applicable to Letters of Credit and Swingline Loans under the Commitments. (c) The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Credit Agreement Refinancing Indebtedness Other Term Loan Commitments and Other Term Loans 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 Loans and/or Other Term Loan Commitments as Loans and Commitments). The Lenders hereby irrevocably authorize the Administrative Agent to enter into any Any Refinancing Amendment to may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents and such technical amendments as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower RepresentativeBorrower, to effect the provisions of this Subsection 6.1Section 2.14. (c) This Section 2.14 shall supersede any provisions in Section 2.12, 2.13 or 11.01 to the contrary. In additionFor the avoidance of doubt, if so provided in any of the relevant Refinancing Amendment and provisions of this Section 2.14 may be amended with the consent of the Required Lenders. For the avoidance of doubt, no Refinancing Amendment shall effect any amendments that would require the consent of each Issuing Lenderaffected Lender or all Lenders pursuant to the proviso in the first paragraph of Section 11.01, participations in Letters of Credit expiring on unless each such Lender has, or after all such Lenders have, as the Revolving Maturity Date case may be, given its or their consent to such amendment. No Lender shall be reallocated from Lenders holding Commitments under any obligation to Lenders holding extended revolving commitments in accordance with the terms of provide any Other Term Loan Commitment unless such Lender executes a Refinancing Amendment; provided, however, that such participation interests shall, upon receipt thereof by the relevant Lenders holding Commitments, be deemed to be participation interests in respect of such Commitments and the terms of such participation interests (including, without limitation, the commission applicable thereto) shall be adjusted accordingly.

Refinancing Amendments. (a) So long as no Default or Event of Default exists or would arise therefrom, at At any time after the Closing Date, the Borrowers 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 (a) all or any portion of the Facility Term Loans then outstanding under this Agreement (which for purposes of this clause (a) will be deemed to include any then outstanding (w) Other Term Loans, (x) Accordion Loans constituting Term Loans, ) or (yb) 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 Credit Loans and Commitments (z) Loans provided against including the Accordion Revolving Commitments, but will exclude the commitments in respect corresponding portion of the Last-Out Tranche unless (1) the Loans comprising the Last-Out Tranche are the only Loans outstanding and (2) the Commitments for the Other Revolving Credit Facility (excluding the Last-Out Tranche) have been terminated) Loans)), in the form of (ix) one or more Other Term Loans or Other Term Loan Commitments, Commitments in the case of clause (iia) one or more (y) Other Revolving Credit Loans or Other Revolving Credit Commitments, or (iii) Commitments in the case of the Last-Out Tranche, a new “first-in, last-out” tranche, as the case may beclause (b), in each case pursuant to a Refinancing Amendment. Each Tranche of ; provided that (i) such Credit Agreement Refinancing Indebtedness incurred under this Subsection 2.7 shall rank pari passu or junior in right of payment and of security with the other Loans and Commitments hereunder, (ii) such Credit Agreement Refinancing Indebtedness shall have such pricing, interest, fees, premiums and optional prepayment and redemption terms as may be agreed by Holdco, the Borrower and the Additional Refinancing Lenders thereof, (iii) such Credit Agreement Refinancing Indebtedness shall only be secured by assets consisting of Collateral, (iv) the covenants, events of default and guarantees of such 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 determined in an aggregate principal amount that is good faith by the Borrower), when taken as a whole, than the terms of the Term Loans unless (x) not less than $15,000,000 in the case Lenders of Other the Term Loans receive the benefit of such more restrictive terms or (y) any such provisions apply after the Term Loan Maturity Date and (v) if such Credit Agreement Refinancing Indebtedness is secured on a junior basis to the Initial Term Loans or $15,000,000 in Initial Revolving Commitments, the case Senior Representative acting on behalf of Other Revolving Loans and (y) an integral multiple the holders of $5,000,000 in excess thereof. (b) such Indebtedness shall have become party to the Second Lien Intercreditor Agreement. The effectiveness of any Refinancing Amendment shall be subject to such express conditions as are mutually agreed with the satisfaction on the date thereof participating Additional Refinancing Lenders. Each Class of each of the conditions set forth in Subsection 6.2 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Subsection 6.1 Credit Agreement Refinancing Indebtedness (other than changes in connection with an extension of the maturity of Term Loans, Revolving Loans or Revolving Commitments) incurred under this Section 2.21 shall be in an integral multiple of $1,000,000 (or, in the case of Credit Agreement Refinancing Indebtedness denominated in Euros, €1,000,000, or British Pounds, £500,000) and be in an aggregate principal amount that is not less than $10,000,000 (or, in the case of Credit Agreement Refinancing Indebtedness denominated in Euros, €10,000,000, or British Pounds, £7,500,000), provided that such amount may be less than $10,000,000 (or, in the case of Credit Agreement Refinancing Indebtedness denominated in Euros, €10,000,000, or British Pounds, £7,500,000) if such amount represents all the remaining availability under the aggregate principal amount of Credit Agreement Refinancing Indebtedness set forth above. Subject to such legal opinions resulting from a change in lawthe consent of the Issuing Banks, change in fact or change to counsel’s form of opinion). Any any Refinancing Amendment may provide for the issuance of Letters of Credit for the account of the Parent Borrower, or the provision to the Parent Borrower of Swingline Loans, pursuant to any Other Revolving Credit Commitments established thereby, in each case thereby on terms substantially equivalent to the terms applicable to Letters of Credit and Swingline Loans under the Commitments. (c) 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 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). The Lenders hereby irrevocably authorize the Administrative Agent to enter into any Any Refinancing Amendment to may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents and such technical amendments as may be necessary necessary, or reasonably advisable or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower RepresentativeBorrower, to effect the provisions of this Subsection 6.1Section. In additionThis 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, if so provided (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 the relevant Refinancing Amendment voluntary 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 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 when there exist Other Revolving Commitments with a longer maturity date and subject to the consent of each the Issuing LenderBank, participations in all Multicurrency Letters of Credit expiring on or after the Revolving Maturity Date shall be reallocated from participated on a pro rata basis by all Multicurrency Revolving Lenders holding Commitments to Lenders holding extended revolving commitments in accordance with all other Multicurrency Revolving Commitments, all U.S. Letters of Credit shall be participated on a pro rata basis by all US Revolving Lenders in accordance with all other U.S. 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 terms 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 pro rata basis with all other Revolving Commitments, except that the Borrower shall be permitted to permanently repay and terminate commitments of any such Refinancing Amendment; provided, however, that Class on a non-pro rata basis as compared to any other Class with a later maturity date than such participation interests shall, upon receipt thereof Class and (4) assignments and participations of Other Revolving Commitments and Other Revolving Loans shall be governed by the relevant Lenders holding Commitments, be deemed same assignment and participation provisions applicable to be participation interests in respect of such Revolving Commitments and the terms of such participation interests (including, without limitation, the commission applicable thereto) shall be adjusted accordinglyRevolving Loans.

Refinancing Amendments. (a) So long as no Default or Event of Default exists or would arise therefrom, at 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 Borrowers provisions of Section 2.08(a), the Borrower may obtain, from any Lender or any Additional Lender, Credit Agreement Refinancing Indebtedness Replacement Term Facility in the form of Other Term Loans or Other Term Commitments in respect of all (but not less than all) of the Facility Term B Loans then outstanding under this Agreement (which for purposes of this clause (a) will be deemed to include any then outstanding (w) Other Term Loans, (x) Accordion pursuant to a Refinancing Amendment; provided that such Replacement Term Loans, (y) Other Revolving Credit Loans and (z) Loans provided against the Accordion Revolving Commitments, but will exclude the commitments in respect of the Last-Out Tranche unless (1) the Loans comprising the Last-Out Tranche are the only Loans outstanding and (2) the Commitments for the Revolving Credit Facility (excluding the Last-Out Tranche) have been terminated) in the form of (i) one or more will rank pari passu in right of payment and of security with the other Loans and Commitments hereunder (but on the same last-out basis as the Term B Loans), (ii) will have such pricing and optional prepayment terms as may be agreed by the Borrower and the Lenders thereof (but on the same last-out basis as the Term B Loans), (iii) 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 that is not shorter than, the Term B Loans being refinanced, (iiiv) one or more Other Revolving Credit Loans or Other Revolving Credit Commitmentsall fees 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 Replacement Term Facility than the Refinanced Debt (iii) provided that the terms and conditions applicable to such Replacement Term Facility may provide for any additional or different financial or other convents or other provision that are agreed between the Borrower and the Lenders thereof and applicable only during the periods after the Latest Maturity Date that is in effect on the case date such Replacement Term Facility is incurred or obtained), such other terms and documentation in respect of the Last-Out Tranche, a new “first-in, last-out” tranche, as the case may be, in each case pursuant to a Refinancing Amendment. Each Tranche of Credit Agreement Refinancing Indebtedness incurred under this Subsection 2.7 Replacement Term Facility shall be in an aggregate principal amount that is (x) not less than $15,000,000 in acceptable to the case of Other Term Loans or $15,000,000 in Administrative Agent and the case of Other Revolving Loans and (y) an integral multiple of $5,000,000 in excess thereof. (b) Borrower. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction (or waiver) on the date thereof of each of the conditions set forth in Subsection 6.2 Section 4.02 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Effective Date under Subsection 6.1 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). Any Refinancing Amendment may provide for the issuance of Letters of Credit for the account of the Parent Borrower, or the provision to the Parent Borrower of Swingline Loans, pursuant to any Other Revolving Credit Commitments established thereby, in each case on terms substantially equivalent to the terms applicable to Letters of Credit and Swingline Loans under the Commitments. (c) The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Credit Agreement Refinancing Indebtedness Replacement Term Facility 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 Loans and/or Other Term Commitments). The Lenders hereby irrevocably authorize the Administrative Agent to enter into any Any Refinancing Amendment to may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Transaction Documents and such technical amendments as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower RepresentativeBorrower, to effect the provisions of this Subsection 6.1Section 2.20. In addition, if so provided This Section 2.20 shall supersede any provisions in Section 2.15 or Section 9.02 to the relevant Refinancing Amendment and with the consent of each Issuing Lender, participations in Letters of Credit expiring on or after the Revolving Maturity Date shall be reallocated from Lenders holding Commitments to Lenders holding extended revolving commitments in accordance with the terms of such Refinancing Amendment; provided, however, that such participation interests shall, upon receipt thereof by the relevant Lenders holding Commitments, be deemed to be participation interests in respect of such Commitments and the terms of such participation interests (including, without limitation, the commission applicable thereto) shall be adjusted accordinglycontrary.

Refinancing Amendments. (a) So long as no Default or Event of Default exists or would arise therefrom, at At any time after the Closing Date, the Borrowers Borrower may obtain, from any Lender or any Additional Lender, Permitted Credit Agreement Refinancing Indebtedness Debt in respect of all or any portion of the Facility Loans then outstanding under this Agreement (which for purposes of this clause (a) will be deemed to include any then outstanding (w) Other Term Loans, (x) Accordion Term Loans, (y) Other Revolving Credit Loans and (z) Loans provided against the Accordion Revolving Commitments, but will exclude the commitments in respect of the Last-Out Tranche unless (1) the Loans comprising the Last-Out Tranche are the only Loans outstanding and (2) the Commitments for the Revolving Credit Facility (excluding the Last-Out Tranche) have been terminated) in the form of (i) one or more Other Term Loans or Other Term Loan Commitments, (ii) one or more Other Revolving Credit Loans or Other Revolving Credit Commitments, or (iii) in the case of the Last-Out Tranche, a new “first-in, last-out” tranche, as the case may be, in each case Commitments pursuant to a Refinancing Amendment. Each Tranche of ; provided that such Permitted Credit Agreement Refinancing Indebtedness incurred under this Subsection 2.7 Debt: (i) shall not be permitted to rank senior in right of payment or security to the other Loans and Commitments hereunder; (ii) will have such pricing, premiums, optional prepayment terms and financial covenants as may be agreed by the Borrower and the Lenders thereof; (iii) 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 Loans being Refinanced; (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 Lenders or Additional Lenders providing such Permitted Credit Agreement Refinancing Debt than, the Refinanced Debt; and (v) the proceeds of such Permitted Credit Agreement Refinancing Debt shall be in an aggregate principal amount applied, substantially concurrently with the incurrence thereof, to the prepayment of outstanding Loans being so Refinanced; provided, further, that the terms and conditions applicable to such Permitted Credit Agreement Refinancing Debt may provide for any 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 that is (x) not less than $15,000,000 in effect on the case of Other Term Loans date such Permitted Credit Agreement Refinancing Debt is issued, incurred or $15,000,000 in the case of Other Revolving Loans and (y) an integral multiple of $5,000,000 in excess thereof. (b) obtained. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth referenced in Subsection 6.2 Section 4.1(n) (unless waived by the Lenders providing such Permitted Credit Agreement Refinancing Debt) and, to the extent reasonably requested by the Administrative Agent, be subject to the receipt by the Administrative Agent of customary legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Subsection 6.1 (other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion). Any Refinancing Amendment may provide for the issuance of Letters of Credit for the account of the Parent Borrower, or the provision to the Parent Borrower of Swingline Loans, pursuant to any Other Revolving Credit Commitments established thereby, in each case on terms substantially equivalent to the terms applicable to Letters of Credit and Swingline Loans under the CommitmentsSection 4.1. (cb) 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 Permitted Credit Agreement Refinancing Indebtedness Debt 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 Loans and/or Other Term Commitments). The Lenders hereby irrevocably authorize the Administrative Agent to enter into any . (c) Any Refinancing Amendment to may, without the consent of any other Lenders, effect such amendments to this Agreement, any Intercreditor Agreement (or to effect a replacement of any Intercreditor Agreement) and the other Loan Documents and such technical amendments as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower RepresentativeBorrower, to effect the provisions of this Subsection 6.1. In additionSection. (d) Notwithstanding anything to the contrary in this Agreement, if so provided this Section 2.20 shall supersede any provisions in Sections 2.12 or 10.1 to the relevant Refinancing Amendment contrary and with the consent of each Issuing Lender, participations in Letters of Credit expiring on or after Borrower and the Revolving Maturity Date shall be reallocated from Lenders holding Commitments Administrative Agent may amend Section 2.12 to Lenders holding extended revolving commitments in accordance with the terms of such implement any Refinancing Amendment; provided, however, that such participation interests shall, upon receipt thereof by the relevant Lenders holding Commitments, be deemed to be participation interests in respect of such Commitments and the terms of such participation interests (including, without limitation, the commission applicable thereto) shall be adjusted accordingly.

Refinancing Amendments. (a) So long as no Default On one or Event of Default exists or would arise therefrom, at any time more occasions after the Closing Date, the Borrowers Borrower may obtain, obtain (i) from any Lender or any Additional Refinancing Lender, Credit Agreement Refinancing Indebtedness in respect of the Facility (which for purposes of this clause (a) will be deemed to include any then outstanding (w) Other Term Loans, (x) Accordion Term Loans, (y) Other Revolving Credit Loans and (z) Loans provided against the Accordion Revolving Commitments, but will exclude the commitments in respect of the Last-Out Tranche unless (1) the Loans comprising the Last-Out Tranche are the only Loans outstanding and (2) the Commitments for the Revolving Credit Facility (excluding the Last-Out Tranche) have been terminated) in the form of (i) one or more Other Term Refinancing Loans or Other Term Loan Refinancing Commitments, (ii) one or more Other Revolving Credit Loans or Other Revolving Credit Commitments, or (iii) in the case of the Last-Out Tranche, a new “first-in, last-out” tranche, as the case may be, in each case pursuant to a Refinancing Amendment. Each Tranche , or (ii) from any bank, other financial institution or institutional investor that agrees to provide any portion of any Credit Agreement Refinancing Indebtedness incurred in any other form, such other Credit Agreement Refinancing Indebtedness, in each case to refinance (and to reduce on a dollar-for-dollar or greater basis) all or any portion of the Loans and/or Commitments then outstanding under this Subsection 2.7 shall be in an aggregate principal amount that is (x) not less than $15,000,000 in the case of Other Term Loans or $15,000,000 in the case of Other Revolving Loans and (y) an integral multiple of $5,000,000 in excess thereofAgreement. (b) The effectiveness of any Refinancing Amendment shall will be subject only to the satisfaction on the date thereof of each such of the conditions set forth in Subsection 6.2 and, to the extent reasonably Sections 3.1 and 3.2 as may be requested by the Administrative Agent, receipt by providers of applicable Refinancing Loans or such other conditions as the Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Subsection 6.1 (other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion)Borrower may agree. Any Refinancing Amendment may provide for the issuance of Letters of Credit for the account of the Parent Borrower, or the provision to the Parent Borrower of Swingline Loans, pursuant to any Other Revolving Credit Commitments established thereby, in each case on terms substantially equivalent to the terms applicable to Letters of Credit and Swingline Loans under the Commitments. (c) The Administrative Agent shall will promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall will be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Credit Agreement Refinancing Indebtedness Loans and/or Refinancing Commitments incurred or extended pursuant thereto (including any amendments necessary to treat the Term Loans and Commitments or Revolving Loans subject thereto as Other Refinancing Term Loans or Refinancing Revolving Loans, Other Revolving respectively). (c) Each issuance of Credit LoansAgreement Refinancing Indebtedness under Section 2.27(a) shall be in an aggregate principal amount that is not less than $5,000,000. (d) No Lender (or any successor thereto) shall have any obligation, Other Revolving express or implied, to provide any portion of any requested Credit Commitments and/or Other Term Commitments)Agreement Refinancing Indebtedness, and any decision by a Lender to provide any portion of any such Indebtedness shall be made in its sole discretion independently from any other Lender. The Lenders Each of the parties hereto hereby irrevocably authorize agrees that this Agreement and the other Loan Documents may be amended pursuant to a Refinancing Amendment, without the consent of any Person other than the Administrative Agent (which consent shall not be unreasonably withheld, conditioned or delayed), the Borrower and the Persons providing the applicable Refinancing Loans and/or Refinancing Commitments, to enter into any the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Amendment to Indebtedness incurred pursuant thereto and (ii) effect such other amendments to this Agreement and the other Loan Documents and such technical amendments as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower RepresentativeBorrower, to effect the provisions of this Subsection 6.1. In additionSection 2.27, if so provided in and the relevant Refinancing Amendment and with Required Lenders hereby expressly authorize the consent of each Issuing Lender, participations in Letters of Credit expiring on or after the Revolving Maturity Date shall be reallocated from Lenders holding Commitments Administrative Agent to Lenders holding extended revolving commitments in accordance with the terms of enter into any such Refinancing Amendment. This Section 2.27 shall supersede any provisions in Section 2.21 or 10.2 to the contrary. (e) Refinancing Loans and/or Refinancing Commitments may be provided by any existing Lender (it being understood that no existing Lender will have an obligation to make all or any portion of any Refinancing Loan) or by any Additional Refinancing Lender on terms permitted by this Section 2.27; providedprovided that the Administrative Agent and each Issuing Bank will have consented (in each case, however, that such participation interests shall, upon receipt thereof by the relevant Lenders holding Commitments, be deemed consent not to be participation interests in respect unreasonably withheld, conditioned or delayed) to any such Person’s providing Refinancing Loans or Refinancing Commitments if such consent would be required under Section 10.4(b)(iii), respectively, for an assignment of Loans or Commitments to such Commitments and the terms of such participation interests (including, without limitation, the commission applicable thereto) shall be adjusted accordinglyPerson.

Refinancing Amendments. (a) So long as no Default or Event of Default exists or would arise therefrom, at At any time after the Closing Effective Date, the Borrowers Borrower may obtain, obtain from any Lender or any Additional Lender, Lender Credit Agreement Refinancing Indebtedness in respect of (a) all or any portion of the Facility Term Loans then outstanding under this Agreement (which for purposes of this clause (a) will be deemed to include any then outstanding (w) Other Term Loans, ) or (xb) Accordion Term Loans, all or any portion of the Revolving Loans (yor unused Revolving Commitments) under this Agreement (which for purposes of this clause (b) will be deemed to include any then outstanding Other Revolving Credit Loans and (z) Loans provided against the Accordion Other Revolving Commitments), but will exclude the commitments in respect of the Last-Out Tranche unless (1) the Loans comprising the Last-Out Tranche are the only Loans outstanding and (2) the Commitments for the Revolving Credit Facility (excluding the Last-Out Tranche) have been terminated) in the form of (ix) one or more Other Term Loans or Other Term Loan Commitments, Commitments or (iiy) one or more Other Revolving Credit Loans or Other Revolving Credit Commitments, or (iii) in the case of the Last-Out Tranche, a new “first-in, last-out” tranche, as the case may be, in each case pursuant to a Refinancing Amendment. Each Tranche of , provided that such Credit Agreement Refinancing Indebtedness incurred under this Subsection 2.7 shall (i) will rank pari passu in right of payment and of security with the other Loans and Commitments hereunder, (ii) have such pricing and optional prepayment terms as may be in an aggregate principal amount agreed by the Borrower and the Lenders thereof and (iii) otherwise be treated hereunder no more favorably, including with respect to covenants and events of default, than the Refinanced Debt, provided further that the terms and conditions applicable to such 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 that is (x) not less than $15,000,000 in effect on the case of Other Term Loans date such Credit Agreement Refinancing Indebtedness is issued, incurred or $15,000,000 in the case of Other Revolving Loans and (y) an integral multiple of $5,000,000 in excess thereof. (b) obtained. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Subsection 6.2 Section 4.02 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Effective Date under Subsection 6.1 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 opinionopinion 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 Parent BorrowerCompany, or the provision to the Parent Borrower Company of Swingline 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 Swingline Loans under the Revolving Commitments. (c) . The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans, Other Revolving Credit Loans, Other Revolving Credit Commitments and/or Other Term Commitments). The Lenders hereby irrevocably authorize the Administrative Agent to enter into any Any Refinancing Amendment to may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents and such technical amendments as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower RepresentativeBorrower, to effect the provisions of this Subsection 6.1. In addition, if so provided in the relevant Refinancing Amendment and with the consent of each Issuing Lender, participations in Letters of Credit expiring on or after the Revolving Maturity Date shall be reallocated from Lenders holding Commitments to Lenders holding extended revolving commitments in accordance with the terms of such Refinancing Amendment; provided, however, that such participation interests shall, upon receipt thereof by the relevant Lenders holding Commitments, be deemed to be participation interests in respect of such Commitments and the terms of such participation interests (including, without limitation, the commission applicable thereto) shall be adjusted accordinglySection.

Refinancing Amendments. (a) So long as no Default or Event of Default exists or would arise therefrom, at At any time after the Closing Effective Date, the Borrowers Borrower may obtain, from any Lender or any Additional Lender, Permitted Credit Agreement Refinancing Indebtedness Debt in respect of the Facility (which for purposes of this clause (a) will be deemed to include any then outstanding (w) Other Term Loans, (x) Accordion all or any portion of the Term Loans, Loans then outstanding under this Agreement and/or (y) Other all or any portion of the Revolving Credit Loans and (z) Loans provided against the Accordion then outstanding under this Agreement or any existing Class of Revolving Commitments, but will exclude the commitments in respect of the Last-Out Tranche unless (1) the Loans comprising the Last-Out Tranche are the only Loans outstanding and (2) the Commitments for the Revolving Credit Facility (excluding the Last-Out Tranche) have been terminated) in the form of (i) one or more Other Term Loans or Other Term Loan Commitments, (ii) one or more Other Revolving Credit Loans or Other Revolving Credit Commitments, or (iii) in the case of the Last-Out Tranche, a new “first-in, last-out” tranche, as the case may be, in each case pursuant to a Refinancing Amendment. Each Tranche of Amendment (except with respect to Permitted Credit Agreement Refinancing Indebtedness incurred under this Subsection 2.7 shall Debt in the form of notes); provided, such Permitted Credit Agreement Refinancing Debt: (i) may be in an aggregate principal amount that is (x) secured and rank pari passu in right of payment with the other Loans and Commitments hereunder, (y) secured on a junior basis with the other Loans and Commitment hereunder, subject to entry into a customary intercreditor agreement that is reasonably acceptable to the Borrower and the Agent or (z) unsecured; provided that such Permitted Credit Agreement Refinancing Debt shall not less be secured by any asset of the Borrower or any of its Subsidiaries other than $15,000,000 the Collateral and shall not be guaranteed by any Person that is not a Loan Party; (ii) will have such pricing, interest rate, margins, fees, discounts, rate floors, premiums and (subject to clauses (iii) and (vi) below) optional prepayment and redemption terms as may be agreed by the Borrower and the Lenders thereof; (iii) will not, (A) in the case of Other Term Loans Permitted Credit Agreement Refinancing Debt in the form of notes or $15,000,000 that otherwise constitutes Specified Indebtedness, have scheduled repayment, amortization, mandatory prepayment provisions or sinking fund obligations (other than related to customary asset sale and change of control offers) that could result in prepayment of such notes prior to the date that is 91 days after the Latest Maturity Date then in effect and (B) in the case of Permitted Credit Agreement Refinancing Debt in the form of Other Revolving Commitments, have scheduled or mandatory commitment reductions prior to the Latest Maturity Date with respect to the Revolving Commitments being so refinanced; (iv) any Permitted Credit Agreement Refinancing Debt shall be on terms and conditions that are, taken as a whole, not materially more favorable to the lenders or holders providing such Indebtedness than those applicable to the Term Loans, Revolving Loans and/or Revolving Commitments being refinanced or replaced, as determined in good faith by a Responsible Officer of the Borrower in its reasonable judgment (except (1) for covenants applicable only to periods after the Latest Maturity Date of the Term Loans, Revolving Loans and Revolving Commitments existing at the time of such refinancing or replacement, (2) for pricing, interest rate, margins, fees, discounts, rate floors, premiums and optional prepayment and redemption terms and (3) any term or condition (including, without limitation, any financial maintenance covenant) to the extent that such term or condition is also added for the benefit of the Lenders under the Term Loans remaining outstanding immediately after such refinancing or replacement (in the case of Permitted Credit Agreement Refinancing Debt in the form of Other Term Loans, Other Term Commitments or notes) or the Revolving Loans and Revolving Commitments remaining outstanding immediately after such refinancing or replacement (in the case of Permitted Credit Agreement Refinancing Debt in the form of Other Revolving Loans or Other Revolving Commitments), it being understood that any such term or condition may be added to the Term Loans, Revolving Loans and/or Revolving Commitments remaining outstanding immediately after such refinancing or replacement by the Borrower without the necessity of obtaining the consent of the Agent or any Lender); (A) the proceeds of such Permitted Credit Agreement Refinancing Debt shall be applied, substantially concurrently with the incurrence thereof, to the prepayment of outstanding Loans being so refinanced plus accrued interest and premiums, if any, and fees and expenses incurred in connection with such Permitted Credit Agreement Refinancing Debt and (yB) an integral multiple with respect to any Permitted Credit Agreement Refinancing Debt comprising Other Revolving Commitments, the commitments of $5,000,000 in excess thereof.the Revolving Credit Facility being so refinanced shall be automatically and permanently terminated immediately upon effectiveness of such Other Revolving Commitments; and (bvi) to the extent that such Other Term Loans and Other Revolving Commitments are secured and rank pari passu in right of payment with the other Loans and Commitments hereunder, such Other Term Loans and Other Revolving Commitments may participate on a pro rata basis or a less than pro rata basis (but not greater than pro rata basis) in mandatory repayments or prepayments with the other Loans and Commitments hereunder; provided, further, the terms and conditions applicable to such 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 or holders thereof and applicable only during periods after the Latest Maturity Date that is in effect on the date such Permitted Credit Agreement Refinancing Debt is issued, incurred or obtained. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of (i) each of the conditions set forth in Subsection 6.2 andSection 5.02, (ii) to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of legal customary opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on and (iii) such conditions as may be requested by the Closing Date providers of the applicable Permitted Credit Agreement Refinancing Debt. Permitted Credit Agreement Refinancing Debt may be provided by any existing Lender (it being understood that no exiting Lender shall have an obligation to make all or any portion of any Permitted Credit Agreement Refinancing Debt) or by any Additional Lender. (b) Each Class of Permitted Credit Agreement Refinancing Debt incurred under Subsection 6.1 this Section 2.20 shall be in an aggregate principal amount that is either (other a) sufficient to refinance the entire outstanding amount of the applicable Class of Loans and/or Commitments being refinanced pursuant to this Section 2.20 or (b) not less than changes to (x) $5,000,000 (or such legal opinions resulting from lesser amount as agreed by the Agent in its discretion) in the case of a change refinancing of Term Loans and an integral multiple of $1,000,000 in law, change excess thereof and (y) $1,000,000 (or such lesser amount as agreed by the Agent in fact its discretion) in the case of a refinancing of Revolving Commitments or change to counsel’s form Revolving Loans and an integral multiple of opinion)$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 Credit Commitments established thereby, in each case on terms substantially equivalent to the terms applicable to Letters of Credit and Swingline Loans under the initial Revolving Commitments. In addition, if so provided in the relevant Refinancing Amendment and with the consent of each Issuer, participations in Letters of Credit expiring on or after the Latest Maturity Date applicable to the Revolving Credit Facility shall be reallocated from Lenders holding initial Revolving Commitments to Lenders holding extended revolving commitments in accordance with the terms of such Refinancing Amendment; provided, however, 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 thereto) shall be adjusted accordingly. (c) Notwithstanding anything to the contrary in this Section 2.20 or otherwise, (i) 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 (iii) 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, (ii) all Letters of Credit shall be participated on a pro rata basis by all Revolving Lenders with Revolving Commitments in accordance with their percentage of the Revolving Commitments, (iii) 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 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 (iv) assignments and participations of Other Revolving Commitments and Other Revolving Loans shall be governed by the same assignment and participation provisions applicable to Revolving Commitments and Revolving Loans. (d) 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 Permitted Credit Agreement Refinancing Indebtedness Debt incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans, Other Revolving Credit LoansTerm Commitments, Other Revolving Credit Commitments Loans and/or Other Term Revolving Commitments). The Lenders hereby irrevocably authorize the Administrative Agent to enter into any . (e) Any Refinancing Amendment to may, without the consent of any other Lenders, effect such amendments to this Agreement Agreement, any intercreditor agreement (or to effect a replacement of any intercreditor agreement or put in place an intercreditor agreement, as applicable) and the other Loan Documents and such technical amendments as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower RepresentativeBorrower, to effect the provisions of this Subsection 6.1. In additionSection 2.20. (f) Notwithstanding anything to the contrary in this Agreement, if so provided this Section 2.20 shall supersede any provisions in Sections 2.16 or 11.01 to the relevant Refinancing Amendment contrary and with the consent of each Issuing Lender, participations in Letters of Credit expiring on or after Borrower and the Revolving Maturity Date shall be reallocated from Lenders holding Commitments Agent may amend this Agreement and any other Loan Document to Lenders holding extended revolving commitments in accordance with the terms of such implement any Refinancing Amendment; provided, however, that such participation interests shall, upon receipt thereof by the relevant Lenders holding Commitments, be deemed to be participation interests in respect of such Commitments and the terms of such participation interests (including, without limitation, the commission applicable thereto) shall be adjusted accordingly.

Refinancing Amendments. (a) So long as no Default On one or Event of Default exists or would arise therefrom, at any time more occasions after the Closing Date, the Borrowers may obtain, from any Lender or any Additional Refinancing Lender, Credit Agreement Refinancing Indebtedness in respect of the Facility all or any portion of any Class of Loans (which for purposes of this clause (aor unused Commitments) will be deemed to include any then outstanding (w) Other under this Agreement, in the form of Refinancing Term Loans, (x) Accordion Refinancing Term LoansCommitments, (y) Other Revolving Credit Commitments or Other Revolving Credit Loans and (z) Loans provided against the Accordion Revolving Commitments, but will exclude the commitments in respect of the Last-Out Tranche unless (1) the Loans comprising the Last-Out Tranche are the only Loans outstanding and (2) the Commitments for the Revolving Credit Facility (excluding the Last-Out Tranche) have been terminated) in the form of (i) one or more Other Term Loans or Other Term Loan Commitments, (ii) one or more Other Revolving Credit Loans or Other Revolving Credit Commitments, or (iii) in the case of the Last-Out Tranche, a new “first-in, last-out” tranche, as the case may be, in each case pursuant to a Refinancing Amendment. Each Tranche ; provided that notwithstanding anything to the contrary in this Section 2.17 or otherwise, (i) the borrowing and repayment (except for (A) payments of interest and fees at different rates on Other Revolving Credit Commitments (and related outstandings), (B) repayments required upon the Maturity Date of the Other Revolving Credit Commitments and (C) repayments made in connection with a permanent repayment and termination of commitments (subject to clause (iii) 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 with all other Revolving Credit Commitments, (ii) 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 (including, for this purpose, Other Revolving Credit Commitments and Extended Revolving Commitments), (iii) the permanent repayment of Other 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 Revolving Credit Commitments (including, for this purpose, all Other Revolving Credit Commitments and Extended Revolving Credit Commitments), 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, (iv) assignments and participations of Other Revolving Credit Commitments and Other Revolving Credit Loans shall be governed by the same assignment and participation provisions applicable to Revolving Credit Commitments and Revolving Credit Loans and no Lender shall be obligated to provide any Credit Agreement Refinancing Indebtedness incurred under this Subsection 2.7 shall be in an aggregate principal amount that is (x) not less than $15,000,000 in the case of Other Term Loans or $15,000,000 in the case of Other Revolving Loans and (y) an integral multiple of $5,000,000 in excess thereofIndebtedness, unless it so agrees. (b) The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Subsection 6.2 Section 4.02 and, to the extent reasonably requested by the Administrative AgentLenders party to such Refinancing Amendment, receipt by the Administrative Agent of (i) customary legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements and other deliverables consistent with those delivered on the Closing Date under Subsection 6.1 (conformed as appropriate) other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion). Any opinion reasonably satisfactory to such Lenders and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Lenders party to such Refinancing Amendment may provide for in order to ensure that such Credit Agreement Refinancing Indebtedness is provided with the issuance of Letters of Credit for the account benefit of the Parent Borrower, or the provision to the Parent Borrower of Swingline Loans, pursuant to any Other Revolving Credit Commitments established thereby, in each case on terms substantially equivalent to the terms applicable to Letters of Credit and Swingline Loans under the CommitmentsLoan Documents. (c) The Administrative Agent Each issuance of Credit Agreement Refinancing Indebtedness under Section 2.17(a) shall promptly notify each Lender as to the effectiveness be in an aggregate principal amount that is (i) not less than $50,000,000 and (ii) an integral multiple of each Refinancing Amendment. $5,000,000 in excess thereof. (d) Each of the parties hereto hereby agrees that, upon that this Agreement and the effectiveness of any other Loan Documents may be amended pursuant to a Refinancing Amendment, this Agreement shall be deemed amended without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto and (including any amendments necessary 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). The Lenders hereby irrevocably authorize the Administrative Agent to enter into any Refinancing Amendment to ii) effect such other amendments to this Agreement and the other Loan Documents and such technical amendments as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower RepresentativeBorrowers, to effect the provisions of this Subsection 6.1. In additionSection 2.17, if so provided in and the relevant Refinancing Amendment and with Required Lenders hereby expressly authorize the consent of each Issuing Lender, participations in Letters of Credit expiring on or after the Revolving Maturity Date shall be reallocated from Lenders holding Commitments Administrative Agent to Lenders holding extended revolving commitments in accordance with the terms of enter into any such Refinancing Amendment; provided, however, that such participation interests shall, upon receipt thereof by . (e) This Section 2.17 shall supersede any provision in Section 2.13 or 10.01 to the relevant Lenders holding Commitments, be deemed to be participation interests in respect of such Commitments and the terms of such participation interests (including, without limitation, the commission applicable thereto) shall be adjusted accordinglycontrary.

Refinancing Amendments. (a) So long as no Default or Event of Default exists or would arise therefrom, at At any time after the Closing Effective Date, the Borrowers Borrower may obtain, from any Lender or any Additional Lender, Credit Agreement Refinancing Indebtedness in the form (a) of Other Term Loans or Other Term Commitments in respect of all or any portion of the Facility Term Loans then outstanding under this Agreement (which for purposes of this clause (a) will be deemed to include any then outstanding (w) Other Term Loans), or (x) Accordion Term Loans, (yb) Other Revolving Credit Loans and (z) Loans provided against the Accordion Revolving Commitments, but will exclude the commitments in respect of the Last-Out Tranche unless (1) the Loans comprising the Last-Out Tranche are the only Loans outstanding and (2) the Commitments for the Revolving Credit Facility (excluding the Last-Out Tranche) have been terminated) in the form of (i) one or more Other Term Loans or Other Term Loan Commitments, (ii) one or more Other Revolving Credit Loans or Other Revolving Credit Commitments, Commitments in respect of all or (iii) in the case any portion of the Last-Out Tranche, a new “first-in, last-out” tranche, as the case may beRevolving Loans (and unused Revolving Commitments) under this Agreement, in each case pursuant to a Refinancing Amendment. Each Tranche of ; provided that such Credit Agreement Refinancing Indebtedness incurred under this Subsection 2.7 (i) will rank pari passu or junior in right of payment and/or of security with the other Loans and Commitments hereunder, or shall be unsecured, in an aggregate principal amount that is each case subject to intercreditor arrangements (which 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 such pricing and optional prepayment terms as may be agreed by the Borrower and the Lenders thereof, (iii) (x) with respect to any Other Revolving Loans or Other Revolving Commitments, will have a maturity date that is not less than $15,000,000 in prior to the case maturity date of the Revolving Loans (or unused Revolving Commitments) being refinanced, and (y) with respect to any Other Term Loans or $15,000,000 in Other Term Commitments, will have a maturity date that is not prior to the case of Other Revolving maturity date of, and will have a Weighted Average Life to Maturity that is not shorter than, the Term Loans being refinanced, (iv) will have terms and conditions that are substantially identical to, or less favorable to the Lenders providing such Credit Agreement Refinancing Indebtedness than, the Refinanced Debt and (vi) will be applied, on a pro rata basis, to the Loans and (y) an integral multiple of $5,000,000 Commitments subject to such proposed refinancing; provided further that the terms and conditions applicable to such 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 that is in excess thereof. (b) effect on the date such Credit Agreement Refinancing Indebtedness is incurred or obtained. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Subsection 6.2 Section 4.02 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Effective Date under Subsection 6.1 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 opinionopinion 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 Parent Borrower, Borrower or the provision to the Parent Borrower of Swingline 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 Swingline Loans under the Revolving Commitments. (c) . 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 Credit Loans, Other Revolving Credit Commitments and/or Other Term Commitments). The Lenders hereby irrevocably authorize the Administrative Agent to enter into any Any Refinancing Amendment to may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents and such technical amendments as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower RepresentativeBorrower, to effect the provisions of this Subsection 6.1Section. In addition, if so provided in the relevant Refinancing Amendment and with the consent of each Issuing LenderBank, 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 thereto) shall be adjusted accordingly. (b) This Section 2.21 shall supersede any provisions in Section 2.18 or Section 9.02 to the contrary.