Common use of Refinancing Amendments Clause in Contracts

Refinancing Amendments. At any time after the Second Restatement Effective Date, Parent Borrower may obtain from any Lender or any Additional Refinancing Lender, Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Term Loans then outstanding under this Agreement (which for this purpose will be deemed to include any then outstanding Refinancing Term Loans), in the form of Refinancing Term Loans, in each case pursuant to a Refinancing Amendment; provided that such Indebtedness (i) will rank pari passu in right of payment and of security with the other Term Loans and Term Loan Commitments hereunder, (ii) have such pricing and optional prepayment terms as may be agreed by the applicable Borrower and the Lenders thereof and (iii) except as may be agreed to by the Lenders and Additional Refinancing Lenders providing such Credit Agreement Refinancing Indebtedness in the respective Refinancing Amendment (but solely as it relates to such Lenders waiving their pro rata share of any applicable prepayment or repayment), each Class 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 applicable Borrower and the Lenders providing the Refinancing Term 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 Section 3.2(a) and, to the extent reasonably requested by Administrative Agent, receipt by Administrative Agent of (i) legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Second Restatement Effective Date other than changes to such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by Administrative Agent (including Mortgage amendments) in order to ensure that the Refinancing Term Loans are provided with the benefit of the applicable Credit Documents. Each tranche of Credit Agreement Refinancing Indebtedness incurred under this Section 2.24 shall be in an aggregate principal amount that is not less than $50,000,000. Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that this Agreement and the other Credit Documents may be amended pursuant to a Refinancing Amendment, without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Term Loans and Term Loan Commitments subject thereto as Refinancing Term Loans and/or Refinancing Term Commitments), (ii) provide certain class protection to the Lenders and Additional Refinancing Lenders providing such Credit Agreement Refinancing Indebtedness with respect to voluntary prepayments and mandatory prepayments, (iii) make such other changes to this Agreement and the other Credit Documents consistent with the provisions and intent of Section 10.5(g) (without the consent of the Requisite Lenders called for therein) and (iv) effect such other amendments to this Agreement and the other Credit Documents as may be necessary or appropriate, in the reasonable opinion of Administrative Agent and Parent Borrower, to effect the provisions of this Section, and the Requisite Lenders hereby expressly authorize Administrative Agent to enter into any such Refinancing Amendment.

Refinancing Amendments. At any time after the Second Restatement Effective Date, Parent the Borrower may obtain obtain, from any Lender or any Additional Refinancing Lender, Credit Agreement Refinancing Indebtedness in respect of (a) all or any portion of the Term Loans attributable to the Borrower then outstanding under this Agreement (which for purposes of this purpose clause (a) will be deemed to include any then outstanding Refinancing Other Term Loans and Incremental Term Loans attributable to the Borrower) and/or (b) all or any portion of the Revolving Loans (or Unused Revolving Credit Commitments) attributable to the Borrower under a given Class under this Agreement (which for purposes of this clause (b) will be deemed to include any then outstanding Other Revolving Loans, Other Revolving Credit Commitments, Incremental Revolving Loans or Incremental Revolving Credit Commitments attributable to the Borrower), in the form of Refinancing Term Other Multicurrency Revolving Credit Commitments, Other Multicurrency Revolving Loans, Other US Revolving Credit Commitments and Other US Revolving Loans, in each case pursuant to a Refinancing Amendment; provided that such Indebtedness (i) such Credit Agreement Refinancing Indebtedness will rank pari passu in right of payment and of security with with, or at the option of the Borrower, may be junior in right of payment and/or security to the other Term Loans and Term Loan Commitments hereunderof the Borrower hereunder (so long as, in the case of any such Credit Agreement Refinancing Indebtedness ranking junior in right of payment or security, such Credit Agreement Refinancing Indebtedness shall be subject to the Second-Lien Intercreditor Agreement or another Intercreditor Agreement, as applicable), (ii) such Credit Agreement Refinancing Indebtedness will have such pricing and optional prepayment call protection terms as may be agreed by the applicable Borrower and the Lenders thereof and thereof, (iii) except as may be agreed to by in the Lenders and Additional Refinancing Lenders providing such case of Credit Agreement Refinancing Indebtedness in the respective Refinancing Amendment (but solely as it relates to such Lenders waiving their pro rata share form of any applicable prepayment or repayment)Other Term Loans, each Class of Refinancing Other 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 (but not amortization payments) of the other Classes of Term Loans, it being understood except (1) as provided in the proviso appearing in Section 2.12(b)(i) and (2) the applicable Lenders and Additional Lenders providing any Class of Other Term Loans may elect in any given Refinancing Amendment to receive less than ratable treatment with respect to such prepayments, (iv) in the case of any Other Term Loans ranking junior in right of payment or security, limitations on voluntary and mandatory prepayments of the type described in Section 2.26 which are applicable to Incremental Term Loans ranking junior in right of payment or security shall also apply to such Other Term Loans, (v) in the case of any Other Revolving Credit Commitments (and related Revolving Credit Exposure) ranking junior in right of payment or security, appropriate adjustments shall be made to this Agreement (including, without limitation, Sections 2.09, 2.12, and 2.13) to reflect the junior status of such Other Revolving Credit Commitments (and related Revolving Credit Exposure) and to provide separate junior letter of credit and swingline subfacilities that do not share ratably in the US L/C Exposure, the US Swingline Exposure, the Multicurrency L/C Exposure and/or the Multicurrency Swingline Exposure, as applicable, and (vi) such Credit Agreement Refinancing Indebtedness does not contain any financial maintenance covenants (unless such financial maintenance covenants are added for the benefit of the holders of the corresponding Obligations under this Agreement) and does not contain any covenants that are materially more restrictive on the obligors thereunder than the covenants contained in this Agreement (except for covenants or other provisions applicable only after the Latest Maturity Date on the date of incurrence); provided, however, that the amortization schedule applicable Borrower may elect to structure any such Credit Agreement Refinancing Indebtedness ranking junior in right of security to the Refinancing Term other Loans shall be determined by and Commitments of the applicable Borrower and hereunder under a separate credit facility, so long as such other credit facility otherwise complies with the Lenders providing the Refinancing Term Loansprovisions of this Section 2.28. The effectiveness of any Refinancing Amendment shall be subject to (i) the condition that no Event of Default has occurred and is continuing or would result therefrom and (ii) the satisfaction on of such other conditions as may be agreed by the date thereof of each of Borrower and the conditions Lenders providing such Credit Agreement Refinancing Indebtedness and set forth in Section 3.2(a) a Refinancing Amendment and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) customary legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Second Restatement Effective Date other than changes to such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Security Documents as may be reasonably requested by Administrative the Collateral Agent (including Mortgage including, to the extent reasonably necessary, mortgage amendments) in order to ensure that the Refinancing Term Loans are Indebtedness is provided with the benefit of the applicable Credit Loan Documents. Any Other Term Loans, Other US Revolving Credit Commitments (and any corresponding US Revolving Credit Exposure) and/or Other Multicurrency Revolving Credit Commitments (any corresponding Multicurrency Revolving Credit Exposure) converted from or exchanged for (or the proceeds of which are used to refinance) any then-existing Term Loans or then-existing Revolving Credit Commitments may, to the extent provided in the applicable Refinancing Amendment, be designated as an increase in any then-existing Class of Term Loans of the Borrower or any previously established Class or Series of Other Term Loans, Other US Revolving Credit Commitments or Other Multicurrency Revolving Credit Commitments, as applicable. Each tranche Class or Series of Credit Agreement Refinancing Indebtedness incurred under this Section 2.24 2.28 shall be in an aggregate principal amount that is not less than $50,000,00020,000,000 (or such lesser amount to which the Administrative Agent may agree. Any Refinancing Amendment may provide for the issuance of US Letters of Credit or Multicurrency Letters of Credit for the account of the Borrower, or the provision to the Borrower of US Swingline Loans or Multicurrency Swingline Loans, pursuant to any Other US Revolving Credit Commitments or Other Multicurrency Revolving Credit Commitment, as applicable, established thereby, in each case on terms substantially equivalent to the terms applicable to Letters of Credit and Swingline Loans under the then-existing US Revolving Credit Commitments or Multicurrency Revolving Credit Commitments, as the case may be (it being understood that such Letters of Credit or Swingline Loans may have different pricing and maturity dates, but shall otherwise be treated as though they are a part of a single letter of credit or swingline facility, as applicable, with the then-existing US Revolving Credit Commitments or Multicurrency Revolving Credit Commitments, as the case may be) or otherwise reasonably acceptable to the Administrative Agent and any applicable swingline lender or letter of credit issuer. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing AmendmentAmendment (each, a “Refinancing Effective Date”). Each of the parties hereto hereby agrees that this Agreement and that, upon the other Credit Documents may be amended pursuant to a effectiveness of any Refinancing Amendment, without the consent of any other Lenders, this Agreement shall be amended (or deemed so amended) to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Term Loans and Term Loan Commitments subject thereto as Refinancing Other Term Loans Loan Commitments, Other Term Loans, Other US Revolving Credit Commitments, Other US Revolving Loans, Other Multicurrency Revolving Credit Commitments and/or Refinancing Term Commitments), Other Multicurrency Revolving Loans) and (ii) provide certain class protection to the Lenders and Additional Refinancing Lenders providing such Credit Agreement Refinancing Indebtedness with respect to voluntary prepayments and mandatory prepayments, (iii) make such other changes to this Agreement and the other Credit Loan Documents consistent with the provisions and intent of Section 10.5(g9.08(c). On any Refinancing Effective Date on which Other US Revolving Credit Commitments or Other Multicurrency Revolving Credit Commitments are implemented pursuant to a Refinancing Amendment, subject to the satisfaction of the foregoing terms and conditions, (a) the US Revolving Loans or Multicurrency Revolving Loans of any existing Revolving Credit Lender who is providing such new Other US Revolving Credit Commitment or Other Multicurrency Revolving Credit Commitment, as the case may be, on such date and whose related existing US Revolving Credit Commitment or Multicurrency Revolving Credit Commitment, as the case may be, is being reduced on such date pursuant to Section 2.09(c) or (d), as the case may be, in connection therewith shall be converted into Other US Revolving Loans or US Multicurrency Revolving Loans, as the case may be, under such Lender’s new Other US Revolving Credit Commitment or Other Multicurrency Revolving Credit Commitment, as the case may be, being provided on such date in the same ratio as (x) the amount of such Lender’s applicable new Other Revolving Credit Commitment bears to (y) the aggregate amount of such Lender’s existing US Revolving Credit Commitment or Multicurrency Revolving Credit Commitment, as the case may be, prior to any reduction of such Lender’s existing US Revolving Credit Commitment or Multicurrency Revolving Credit Commitment, as the case may be, pursuant to Section 2.09(c) or (d), as the case may be, in connection therewith and (b) if such new Other US Revolving Credit Commitments or Other Multicurrency Revolving Credit Commitments, as the case may be, are to be made a part of any then existing Class of Other US Revolving Credit Commitments or Other Multicurrency Revolving Credit Commitments, as the case may be, each of the Revolving Credit Lenders with Other US Revolving Credit Commitments or Other Multicurrency Revolving Credit Commitments, as the case may be, under such combined Class shall purchase from each of the other Lenders with Other US Revolving Credit Commitments or Other Multicurrency Revolving Credit Commitments, as the case may be, thereunder at the principal amount thereof, such interests in the Other US Revolving Loans or Other Multicurrency Revolving Loans, as the case may be, under such Class of Other US Revolving Credit Commitments or Other Multicurrency Revolving Credit Commitments so converted or outstanding on such Refinancing Effective Date as shall be necessary in order that, after giving effect to all such assignments and purchases, the Other US Revolving Loans or Multicurrency Revolving Loans, as the case may be, of such Class will be held by all Revolving Credit Lenders with such Class of Other US Revolving Credit Commitments or Other Multicurrency Revolving Credit Commitments, as the case may be, ratably in accordance with their respective Other US Revolving Credit Commitments or Other Multicurrency Revolving Credit Commitments of such Class. Any Refinancing Amendment may, without the consent of the Requisite Lenders called for therein) and (iv) any other Lenders, effect such other amendments to this Agreement and the other Credit Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and Parent the Borrower, to effect the provisions of this Section, Section 2.28 and the Requisite Required Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment, and this Section 2.28 shall supersede any provisions in Section 2.19 or 9.08 to the contrary.

Refinancing Amendments. At any time after and from time to time, the Second Restatement Effective DateBorrower Parties may obtain, Parent Borrower may obtain from any Lender or any Additional Refinancing Lender, Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Term Loans and Commitments then outstanding under this Agreement (which for this purpose will be deemed to include any then outstanding Refinancing Term Loans), in the form of Refinancing Term LoansAgreement, in each case case, pursuant to a Refinancing AmendmentAmendment establishing additional revolving commitments hereunder (“Other Revolving Commitments”); provided that, except for pricing, fees and maturity (which shall be no earlier than the Maturity Date of the Revolving Facility Commitments), the terms applicable to the Other Revolving Commitments shall be identical to the terms applicable to the Revolving Facility Commitments except that the terms and conditions applicable to such Indebtedness (i) will rank pari passu in right of payment and of security with Other Revolving Commitments may provide for any additional or different financial or other covenants or other provisions that are agreed between the other Term Loans and Term Loan Commitments hereunder, (ii) have such pricing and optional prepayment terms as may be agreed by the applicable Borrower Parties and the Lenders thereof and (iii) except as may be agreed to by applicable only during periods after the Lenders and Additional Refinancing Lenders providing Latest Maturity Date that is in effect on the date such Credit Agreement Refinancing Indebtedness in the respective Refinancing Amendment (but solely as it relates to such Lenders waiving their pro rata share of any applicable prepayment or repayment), each Class of Refinancing Term Loans Other Revolving Commitments are established. Any Other Revolving Commitments shall be prepaid and repaid participate on a pro rata basis or less than a pro rata basis in all borrowings and Letters of Credit hereunder with the Revolving Facility Commitments (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 Refinancing Amendment establishing such Other Revolving Commitments shall include such applicable amendments that the amortization schedule applicable are reasonably satisfactory to the Refinancing Term Loans shall be determined by Borrower Parties, the applicable Borrower Administrative Agent, the Swingline Lender and the Lenders providing the Refinancing Term LoansIssuing Banks). The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 3.2(a) and4.01 (including, solely to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) customary legal opinions, board resolutions and resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Second Restatement Effective Closing Date under Section 4.02 (other than changes to such legal opinion opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by Administrative Agent (including Mortgage amendments) in order to ensure that the Refinancing Term Loans are provided with the benefit of the applicable Credit DocumentsAgent)). Each tranche establishment of Credit Agreement Refinancing Indebtedness incurred Other Revolving Commitments under this Section 2.24 2.22 shall be in an aggregate principal amount that is of not less than $50,000,00050.0 million (or, if less, the entire remaining amount of the then outstanding Revolving Facility Commitments). The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that this Agreement and that, upon the other Credit Documents may be amended pursuant to a effectiveness of any Refinancing Amendment, without the consent of any other Lenders, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Other Revolving Commitments established pursuant thereto. Any Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Term Loans and Term Loan Commitments subject thereto as Refinancing Term Loans and/or Refinancing Term Commitments)Amendment may, (ii) provide certain class protection to the Lenders and Additional Refinancing Lenders providing such Credit Agreement Refinancing Indebtedness with respect to voluntary prepayments and mandatory prepayments, (iii) make such other changes to this Agreement and the other Credit Documents consistent with the provisions and intent of Section 10.5(g) (without the consent of any person other than the Requisite Administrative Agent, the Borrower and the Lenders called for therein) and (iv) providing the applicable Credit Agreement Refinancing Indebtedness, effect such other amendments to this Agreement and the other Credit Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent Agent, the Swingline Lender, the Issuing Bank and Parent Borrowerthe Borrower Parties, to effect the provisions of this SectionSection 2.22. This Section 2.22 shall supersede any provisions in Section 9.08 to the contrary. It is understood that (a) any Lender approached to provide all or a portion of Other Revolving Commitments may elect or decline, in its sole discretion, to provide such Other Revolving Commitments (it being understood that there is no obligation to approach any existing Lenders to provide any Other Revolving Commitment) and (b) the Requisite Lenders hereby expressly authorize Administrative Agent shall have consented (such consent not to enter into any be unreasonably withheld, delayed or conditioned) to such Refinancing Amendmentperson’s providing such Other Revolving Commitments if such consent would be required under Section 9.04 for an assignment of Loans or Commitments to such person.

Refinancing Amendments. At any time after and from time to time, the Second Restatement Effective DateBorrower Parties may obtain, Parent Borrower may obtain from any Lender or any Additional Refinancing Lender, Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Term Loans and Commitments then outstanding under this Agreement (which for this purpose will be deemed to include any then outstanding Refinancing Term Loans), in the form of Refinancing Term LoansAgreement, in each case case, pursuant to a Refinancing Amendment; provided that such Indebtedness Amendment establishing replacement revolving commitments hereunder (“Replacement Revolving Commitments”). The terms of any Replacement Revolving Commitments shall be as agreed between the Borrower Parties and the lenders thereof, and shall be subject to the consent of the Administrative Agent, the Swingline Lender and the Issuing Banks (to the extent (i) will rank pari passu in right such consent would be required with regard to the identity of payment potential lenders pursuant to Section 9.04, such consent not to be unreasonably withheld, delayed or conditioned, and of security with the other Term Loans and Term Loan Commitments hereunder, (ii) have the Administrative Agent, the Swingline Lender and such pricing and optional prepayment terms as may be agreed by Issuing Banks shall remain in such capacity in connection with the applicable Borrower and the Lenders thereof and (iii) except as may be agreed to by the Lenders and Additional Refinancing Lenders providing such Credit Agreement Refinancing Indebtedness in the respective Refinancing Amendment (but solely as it relates to such Lenders waiving their pro rata share of any applicable prepayment or repaymentReplacement Revolving Commitments), each Class 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 applicable Borrower and the Lenders providing the Refinancing Term 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 Section 3.2(a) and4.01 (including, solely to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) customary legal opinions, board resolutions and resolutions, officers’ certificates or reaffirmation agreements consistent with those delivered on the Second First Restatement Effective Date under Section 4.02 (other than changes to such legal opinion opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by Administrative Agent (including Mortgage amendments) in order to ensure that the Refinancing Term Loans are provided with the benefit of the applicable Credit DocumentsAgent)). Each tranche of Credit Agreement Refinancing Indebtedness incurred under this Section 2.24 shall be in an aggregate principal amount that is not less than $50,000,000. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that this Agreement and that, upon the other Credit Documents may be amended pursuant to a effectiveness of any Refinancing Amendment, without the consent of any other Lenders, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Replacement Revolving Commitments established pursuant thereto. Any Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Term Loans and Term Loan Commitments subject thereto as Refinancing Term Loans and/or Refinancing Term Commitments)Amendment may, (ii) provide certain class protection to the Lenders and Additional Refinancing Lenders providing such Credit Agreement Refinancing Indebtedness with respect to voluntary prepayments and mandatory prepayments, (iii) make such other changes to this Agreement and the other Credit Documents consistent with the provisions and intent of Section 10.5(g) (without the consent of any person other than the Requisite Administrative Agent, the Swingline Lender, the Issuing Banks, the Borrower and the Lenders called for therein) and (iv) providing the applicable Credit Agreement Refinancing Indebtedness, effect such other amendments to this Agreement and the other Credit Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent Agent, the Swingline Lender, the Issuing Banks and Parent Borrowerthe Borrower Parties, to effect the provisions of this SectionSection 2.22. This Section 2.22 shall supersede any provisions in Section 9.08 to the contrary. It is understood that (a) any Lender approached to provide all or a portion of Replacement Revolving Commitments may elect or decline, in its sole discretion, to provide such Replacement Revolving Commitments (it being understood that there is no obligation by the Borrower to approach any existing Lenders to provide any Replacement Revolving Commitments) and (b) the Requisite Lenders hereby expressly authorize Administrative Agent Agent, the Swingline Lender and each Issuing Bank shall have consented (such consent not to enter into any be unreasonably withheld, delayed or conditioned) to such Refinancing Amendmentperson’s providing such Replacement Revolving Commitments if such consent would be required under Section 9.04 for an assignment of Loans or Commitments to such person.

Refinancing Amendments. At any time after After the Second Restatement Effective Closing Date, Parent Borrower the Borrowers may obtain from any Lender or or, subject to the restrictions set forth below, any Additional Refinancing Lender, Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Term Loans then outstanding under this Agreement (which for this purpose will be deemed to include any then outstanding Refinancing Term Loans), in the form of Refinancing Term Loans, in each case pursuant to a Refinancing Amendment; provided that such Credit Agreement Refinancing Indebtedness (i) will shall be unsecured or, to the extent secured, shall rank pari passu or junior in right of payment and of security with the other Term Loans hereunder and Term Loan Commitments hereunder, (ii) will, to the extent permitted by the definition of “Credit Agreement Refinancing Indebtedness”, have such pricing pricing, interest rate margins, rate floors, discounts, fees, premiums and optional prepayment or redemption provisions and terms as may be agreed by the applicable Borrower Borrowers and the Lenders thereof thereof; provided, further, that the terms and conditions (iii) except as may be agreed excluding pricing, interest rate margins, rate floors, discounts, fees and optional prepayment or redemption provisions to the extent permitted by the Lenders and Additional definition of “Credit Agreement Refinancing Lenders Indebtedness”) of such Credit Agreement Refinancing Indebtedness incurred pursuant to a Refinancing Amendment shall not be materially more favorable (when taken as a whole) to the lenders providing such Credit Agreement Refinancing Indebtedness in than the respective Refinancing Amendment (but solely as it relates to such Lenders waiving their pro rata share of any applicable prepayment or repayment), each Class 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 corresponding terms of the other Classes of Term LoansLoans being replaced, as reasonably determined by the Borrowers in good faith (it being understood and agreed that this limitation shall not restrict the amortization schedule applicable addition of any financial maintenance covenant or other terms and conditions to such Credit Agreement Refinancing Indebtedness to the Refinancing Term Loans extent such financial maintenance covenant or other terms and conditions, as the case may be, shall be determined by added to the Loans remaining in the applicable Borrower and the Lenders providing the Refinancing Term LoansAmendment hereto). The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 3.2(a) 2.2 and, to the extent reasonably requested by Administrative the Agent, receipt by Administrative the Agent of (i) customary legal opinions, board resolutions and resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Second Restatement Effective Closing Date under Section 2.1 (other than changes to such legal opinion opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by Administrative Agent (including Mortgage amendments) in order to ensure that the Refinancing Term Loans are provided with the benefit of the applicable Credit DocumentsAgent). Each tranche of Credit Agreement Refinancing Indebtedness incurred under this Section 2.24 shall be in an aggregate principal amount that is not less than $50,000,000. Administrative The Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that this Agreement and that, upon the other Credit Documents may be amended pursuant to a effectiveness of any Refinancing Amendment, without the consent of any other Lenders, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Term Loans and Term Loan Commitments subject thereto as Other Loans). Any Refinancing Term Loans and/or Refinancing Term Commitments)Amendment may, (ii) provide certain class protection to the Lenders and Additional Refinancing Lenders providing such Credit Agreement Refinancing Indebtedness with respect to voluntary prepayments and mandatory prepayments, (iii) make such other changes to this Agreement and the other Credit Documents consistent with the provisions and intent of Section 10.5(g) (without the consent of the Requisite Lenders called for therein) and (iv) any other Lenders, effect such other amendments to this Agreement and the other Credit Loan Documents as may be necessary or appropriate, in the reasonable opinion of Administrative the Agent and Parent Borrowerthe Borrowers, to effect the provisions of this SectionSection 1.12. This Section 1.12 shall supersede any provisions in Section 9.1 or 9.11 to the contrary. It is understood that (w) any Lender approached to provide all or a portion of a Credit Agreement Refinancing Indebtedness may elect or decline, in its sole discretion, to provide such Credit Agreement Refinancing Indebtedness (it being understood that there is no obligation to approach any existing Lenders to provide any Other Loan or commitments in respect thereof), (x) the Agent’s consent (such consent not to be unreasonably withheld) shall be required with respect to any Person’s providing such Credit Agreement Refinancing Indebtedness if such consent would be required under Section 9.9 for an assignment of Loans or Commitments to such Person and (y) any Affiliated Lender providing an Other Loan (or commitment in respect thereof) shall be subject to the Requisite Lenders hereby expressly authorize Administrative Agent same restrictions set forth in Section 9.9(g) as it would otherwise be subject to enter into with respect to any purchase by or assignment of Loans to such Refinancing AmendmentAffiliated Lender.

Refinancing Amendments. At any time after the Second Restatement Effective Closing Date, Parent the Borrower may obtain obtain, from any Lender or any Additional Refinancing Lender, Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Term Loans then outstanding under this Agreement (which for purposes of this purpose Section 2.13 will be deemed to include any then outstanding Refinancing Term Other Loans, Incremental Loans or Extended Loans), in the form of Refinancing Other Loans or Other Term Loans, Commitments in each case 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 Term Loans and Term Loan Commitments hereunder, (ii) will have such pricing pricing, premiums and optional prepayment or redemption terms as may be agreed by the Borrower and the Lenders thereof; (iii) will have a maturity date no earlier than, and will have a Weighted Average Life to Maturity equal to or greater than, the Loans being refinanced and (iv) will have terms and conditions that are substantially identical to, or (taken as a whole) are no more favorable to the lenders or holders providing such Credit Agreement Refinancing Indebtedness than those applicable to the Loans being 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 (iii) except as may be agreed to by applicable only during periods after the Lenders and Additional Refinancing Lenders providing Latest Maturity Date that is in effect on the date such Credit Agreement Refinancing Indebtedness in the respective Refinancing Amendment (but solely as it relates to such Lenders waiving their pro rata share of any applicable prepayment is issued, incurred or repayment), each Class of Refinancing Term obtained. Any Other Loans shall be prepaid and repaid may participate on a pro rata basis or on a less than a pro rata basis (but not on a greater than a pro rata basisbasis (except for prepayments pursuant to Section 2.03(b)(iii)(B))) with all in any voluntary prepayments and or mandatory prepayments of the other Classes of Term Loanshereunder, it being understood that the amortization schedule applicable to the Refinancing Term Loans shall be determined by as specified in the applicable Borrower and the Lenders providing the Refinancing Term LoansAmendment. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 3.2(a) 4.02 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) legal opinions, board resolutions and resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Second Restatement Effective Closing Date under Section 4.01 (other than changes to such legal opinion opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by Administrative Agent (including Mortgage amendments) in order to ensure that the Refinancing Term Loans are provided with the benefit of the applicable Credit DocumentsAgent). Each tranche of Credit Agreement Refinancing Indebtedness incurred under this Section 2.24 2.13 shall be in an aggregate principal amount that is not less than $50,000,000100,000,000. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that this Agreement and that, upon the other Credit Documents may be amended pursuant to a effectiveness of any Refinancing Amendment, without the consent of any other Lenders, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Term Loans and Term Loan Commitments subject thereto as Refinancing Term Other Loans and/or Refinancing Other Term Commitments). Any Refinancing Amendment may, (ii) provide certain class protection to the Lenders and Additional Refinancing Lenders providing such Credit Agreement Refinancing Indebtedness with respect to voluntary prepayments and mandatory prepayments, (iii) make such other changes to this Agreement and the other Credit Documents consistent with the provisions and intent of Section 10.5(g) (without the consent of the Requisite Lenders called for therein) and (iv) any other Lenders, effect such other amendments to this Agreement and the other Credit Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and Parent the Borrower, to effect the provisions of this Section, and Section 2.13. This Section 2.13 shall supersede any provisions in Section 2.11 or 10.01 to the Requisite Lenders hereby expressly authorize Administrative Agent to enter into any such Refinancing Amendmentcontrary.

Refinancing Amendments. At any time after and from time to time, the Second Restatement Effective Date, Parent Borrower may obtain obtain, from any Lender or any Additional Refinancing Lender, Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Term Loans then outstanding under this Agreement (which for this purpose will be deemed to include any then outstanding Refinancing Term Loans), in the form of Refinancing Term LoansAgreement, in each case case, pursuant to a Refinancing Amendment, which Credit Agreement Refinancing Indebtedness may, at the election of the Borrower, take the form of new Term Loans under an additional Term Facility hereunder (“Other Term Loans”); provided that such there shall be no obligors in respect of any Credit Agreement Refinancing Indebtedness (i) will rank pari passu in right of payment and of security with the other that are not Loan Parties. Any Other Term Loans and Term Loan Commitments 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, (ii) have such pricing and optional prepayment terms as may be agreed by specified in the applicable Borrower and Refinancing Amendment (provided that if the Lenders thereof and (iii) except as may be agreed to by the Lenders and or Additional Refinancing Lenders providing such Credit Agreement Refinancing Indebtedness in have the respective Refinancing Amendment (but solely as it relates ability to decline mandatory prepayments, any such mandatory prepayment that is not accepted by such Lenders waiving their pro rata share or Additional Lenders shall be applied, subject to the right of any applicable prepayment or repaymentLender to decline mandatory prepayments (if any), each Class of Refinancing to the non-refinanced 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 Class being understood that the amortization schedule applicable to the Refinancing Term Loans shall be determined by the applicable Borrower and the Lenders providing the Refinancing Term Loansrefinanced). The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 3.2(a) and4.01 (including, solely to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) customary legal opinions, board resolutions and resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Second Restatement Effective Closing Date under Section 4.01 (other than changes to such legal opinion opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by Administrative Agent (including Mortgage amendments) in order to ensure that the Refinancing Term Loans are provided with the benefit of the applicable Credit DocumentsAgent)). Each tranche incurrence of Credit Agreement Refinancing Indebtedness incurred under this Section 2.24 2.20 shall be in an aggregate principal amount that is of not less than $50,000,00075.0 million. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that this Agreement and that, upon the other Credit Documents may be amended pursuant to a effectiveness of any Refinancing Amendment, without the consent of any other Lenders, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Term Loans and Term Loan Commitments subject thereto as Other Term Loans). Any Refinancing Term Loans and/or Refinancing Term Commitments)Amendment may, (ii) provide certain class protection to the Lenders and Additional Refinancing Lenders providing such Credit Agreement Refinancing Indebtedness with respect to voluntary prepayments and mandatory prepayments, (iii) make such other changes to this Agreement and the other Credit Documents consistent with the provisions and intent of Section 10.5(g) (without the consent of any person other than the Requisite Administrative Agent, the Borrower and the Lenders called for therein) and (iv) or Additional Lenders providing the applicable Credit Agreement Refinancing Indebtedness, effect such other amendments to this Agreement and the other Credit Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and Parent the Borrower, to effect the provisions of this SectionSection 2.20. This Section 2.20 shall supersede any provisions in Section 9.08 to the contrary. It is understood that (a) any Lender approached to provide all or a portion of Credit Agreement Refinancing Indebtedness may elect or decline, in its sole discretion, to provide such Credit Agreement Refinancing Indebtedness (it being understood that there is no obligation to approach any existing Lenders to provide any such commitment to provide Other Term Loans) and (b) the Requisite Lenders hereby expressly authorize Administrative Agent shall have consented (such consent not to enter into any be unreasonably withheld, delayed or conditioned) to such person’s providing such Credit Agreement Refinancing AmendmentIndebtedness if such consent would be required under Section 9.04 for an assignment of Term Loans to such person.

Refinancing Amendments. (a) At any time after the Second Restatement Effective Closing Date, Parent Borrower the Borrowers may obtain obtain, from any Lender or any Additional Refinancing Lender, Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Term Loans then outstanding under this Agreement (which for purposes of this purpose clause (a) will be deemed to include any then outstanding Refinancing Other Term Loans, New Term Loans or Extended Term Loans), in the form of Refinancing Other Term Loans, in each case Loans or Other Term Loan Commitments pursuant to a Refinancing Amendment; provided that (A) such Credit Agreement Refinancing Indebtedness (i) will rank pari passu in right of payment and of security Collateral with the other Term Loans and Term Loan Commitments hereunder, (iiB) such Credit Agreement Refinancing Indebtedness will have such pricing and optional prepayment terms as may be agreed by the applicable Borrower Borrowers 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 Term Loans being refinanced, (D) subject to clauses (B) and (iiiC) except above, such Credit Agreement Refinancing Indebtedness will have terms and conditions that are substantially identical to, or less favorable to (as may be agreed to reasonably determined by the Lenders and Additional Refinancing Lenders Borrowers) the lenders or investors providing such Credit Agreement Refinancing Indebtedness in than, the respective Refinanced Debt and (E) the proceeds of such Credit Agreement Refinancing Amendment (but solely as it relates Indebtedness shall be 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 Lenders waiving their pro rata share of Credit Agreement Refinancing Indebtedness may provide for any applicable prepayment additional or repayment), each Class of Refinancing Term Loans shall be prepaid and repaid on a pro rata basis different financial or less than a pro rata basis (but not greater than a pro rata basis) with all voluntary prepayments and mandatory prepayments of other covenants or other provisions that are agreed between the other Classes of Term Loans, it being understood that the amortization schedule applicable to the Refinancing Term Loans shall be determined by the applicable Borrower Borrowers and the Lenders providing thereof and applicable only during periods after the Refinancing Term Loansthen Latest Maturity Date. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 3.2(a5.2 (and for purposes thereof the incurrence of the Credit Agreement Refinancing Indebtedness shall be deemed to be a irrevocable notice pursuant to Section 2.2) and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) customary legal opinions, board resolutions and officers’ certificates certificates, in each case consistent with those delivered on the Second Restatement Effective Closing Date under Section 5.1 (other than changes to such legal opinion opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent Agent), and (ii) customary reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by Administrative Agent (including Mortgage amendments) in order to ensure that the Refinancing Term Loans are provided with the benefit of the applicable Credit Documentsagreements. Each tranche Tranche of Credit Agreement Refinancing Indebtedness incurred under this Section 2.24 2.29(a) shall be in an aggregate principal amount that is (x) not less than $50,000,00025,000,000 and (y) an integral multiple of $1,000,000 in excess thereof, unless otherwise agreed by the 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 this Agreement and that, upon the other Credit Documents may be amended pursuant to a effectiveness of any Refinancing Amendment, without the consent of any other Lenders, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Term Loans and Term Loan Commitments subject thereto as Refinancing Other Term Loans and/or Refinancing Other Term Loan Commitments), (ii) provide certain class protection to the Lenders and Additional Refinancing Lenders providing such Credit Agreement Refinancing Indebtedness with respect to voluntary prepayments and mandatory prepayments, (iii) make such other changes to this Agreement and the other Credit Documents consistent with the provisions and intent of Section 10.5(g) (without the consent of the Requisite Lenders called for therein) and (iv) effect such other amendments to this Agreement and the other Credit Documents as may be necessary or appropriate, in the reasonable opinion of Administrative Agent and Parent Borrower, to effect the provisions of this Section, and the Requisite Lenders hereby expressly authorize Administrative Agent to enter into any such Refinancing Amendment.

Refinancing Amendments. At any time after the Second Restatement Effective Date, Parent the Borrower may obtain from any Lender or any Additional Refinancing Lender, Lender Credit Agreement Refinancing Indebtedness in respect of all or any portion of any Class(es) of the Term Loans then outstanding under this Agreement (which for this purpose will be deemed to include any then outstanding Class(es) of Loans, Extended Term Loans, Refinancing Term Loans or Incremental Term Loans), in the form of Refinancing Term LoansLoans or Refinancing Term Commitments, in each case 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 Term Loans and Term Loan Commitments hereunder, (ii) have such pricing and optional prepayment terms as may be agreed by the applicable Borrower and the Lenders thereof and thereof, (iii) except as otherwise provided in Sections 2.05(a)(i), 2.05(b)(iii) and 2.05(c)(i) or as may be agreed to by the Lenders and Additional Refinancing Lenders providing such Credit Agreement Refinancing Indebtedness in the respective Refinancing Amendment (but solely as it relates to such Lenders waiving their pro rata share of any applicable prepayment or repayment)Amendment, each Class of Refinancing Term Loans shall be prepaid and repaid (or offered to be repaid in the case of Section 2.05(c)) 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 (other than amortization payments) of the other Classes of Term LoansLoans and (iv) otherwise be treated hereunder no more favorably, it being understood including with respect to covenants and events of default, than the Refinanced Debt; provided further that the amortization schedule 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 Refinancing Term Loans shall be determined by the applicable Borrower and the Lenders providing thereof and applicable only during periods after the Latest Maturity Date that is in effect on the date such Credit Agreement Refinancing Term LoansIndebtedness 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 such Refinancing Amendment and Section 3.2(a) 4.02 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) customary legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Second Restatement Effective Date (conformed as appropriate) other than changes to such legal opinion opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by Administrative the Collateral Agent (including Mortgage amendments) in order to ensure that the Credit Agreement Refinancing Term Loans are Indebtedness is provided with the benefit of the applicable Credit Loan Documents. Each tranche of Credit Agreement Refinancing Indebtedness incurred under this Section 2.24 2.15 shall be in an aggregate principal amount that is not less than $50,000,000. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that this Agreement and the other Credit Loan Documents may be amended pursuant to a Refinancing Amendment, without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Term Loans and Term Loan Commitments subject thereto as Refinancing Term Loans and/or Refinancing Term Commitments), (ii) provide certain class protection to the Lenders and Additional Refinancing Lenders providing such Credit Agreement Refinancing Indebtedness with respect to voluntary prepayments and mandatory prepayments, (iii) make such other changes to this Agreement and the other Credit Loan Documents consistent with the provisions and intent of the second paragraph of Section 10.5(g) (without the consent of the Requisite Lenders called for therein) 10.01 and (iv) effect such other amendments to this Agreement and the other Credit Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and Parent the Borrower, to effect the provisions of this Section, and the Requisite Required Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment.

Refinancing Amendments. At any time after the Second Restatement Effective Closing Date, Parent the Borrower may obtain obtain, from any Lender or any Additional Refinancing Lender, Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Term Loans then outstanding under this Agreement (which for purposes of this purpose Section 3.3 will be deemed to include any then outstanding Refinancing Term Other Loans or Extended Loans), in the form of Refinancing Other Loans or Other Term Loans, Commitments in each case 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 Term Loans and Term Loan Commitments hereunder, (ii) will have such pricing pricing, premiums and optional prepayment or redemption terms as may be agreed by the Borrower and the Lenders thereof; (iii) will have a later maturity date than, and will have a Weighted Average Life to Maturity equal to or greater than, the Loans being refinanced and (iv) except as set forth in clause (ii) above, will have terms and conditions that are substantially identical to, or (taken as a whole) are no more favorable to the lenders or holders providing such Credit Agreement Refinancing Indebtedness than those applicable to the Loans being 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 (iii) except as may be agreed to by applicable only during periods after the Lenders and Additional Refinancing Lenders providing Latest Maturity Date that is in effect on the date such Credit Agreement Refinancing Indebtedness in the respective Refinancing Amendment (but solely as it relates to such Lenders waiving their pro rata share of any applicable prepayment is issued, incurred or repayment), each Class of Refinancing Term obtained. Any Other Loans shall be prepaid and repaid may participate on a pro rata basis or on a less than a pro rata basis (but not on a greater than a pro rata basis) with all in any voluntary prepayments and or mandatory prepayments of the other Classes of Term Loanshereunder, it being understood that the amortization schedule applicable to the Refinancing Term Loans shall be determined by as specified in the applicable Borrower and the Lenders providing the Refinancing Term LoansAmendment. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 3.2(a8.1(c) on and as of the date thereof, provided that, to the extent that any representations and warranties referred to in Section 8.1(c) specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date, and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) legal opinions, board resolutions and resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Second Restatement Effective Closing Date other than changes to such legal opinion resulting from a change under Section 8.1 or otherwise in law, change in fact or change to counsel’s form of opinion and substance reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by Administrative Agent (including Mortgage amendments) in order to ensure that the Refinancing Term Loans are provided with the benefit of the applicable Credit DocumentsAgent. Each tranche of Credit Agreement Refinancing Indebtedness incurred under this Section 2.24 shall be in an aggregate principal amount that is not less than $50,000,000. Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that this Agreement and the other Credit Documents may be amended pursuant to a Refinancing Amendment, without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Term Loans and Term Loan Commitments subject thereto as Refinancing Term Loans and/or Refinancing Term Commitments), (ii) provide certain class protection to the Lenders and Additional Refinancing Lenders providing such Credit Agreement Refinancing Indebtedness with respect to voluntary prepayments and mandatory prepayments, (iii) make such other changes to this Agreement and the other Credit Documents consistent with the provisions and intent of Section 10.5(g) (without the consent of the Requisite Lenders called for therein) and (iv) effect such other amendments to this Agreement and the other Credit Documents as may be necessary or appropriate, in the reasonable opinion of Administrative Agent and Parent Borrower, to effect the provisions of this Section, and the Requisite Lenders hereby expressly authorize Administrative Agent to enter into any such Refinancing Amendment.Refinancing

Refinancing Amendments. At any time after After the Second Restatement Effective Date, Parent the Borrower may obtain obtain, from any Lender or any Additional Refinancing Lender, Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Term Loans and Commitments then outstanding under this Agreement (which for this purpose will be deemed to include any then outstanding Refinancing Term Loans), in the form of Refinancing Term Loans, in each case pursuant to a Refinancing Amendment; provided that there shall be no obligors in respect of any Credit Agreement Refinancing Indebtedness that are not Loan Parties; provided, further that the terms and conditions applicable to such Credit Agreement Refinancing Indebtedness (i) will rank pari passu in right of payment and of security with may provide for any additional or different financial or other covenants or other provisions that are agreed between the other Term Loans and Term Loan Commitments hereunder, (ii) have such pricing and optional prepayment terms as may be agreed by the applicable Borrower and the Lenders thereof and (iii) except as may be agreed to by applicable only during periods after the Lenders and Additional Refinancing Lenders providing Latest Maturity Date that is in effect on the date such Credit Agreement Refinancing Indebtedness in the respective Refinancing Amendment (but solely as it relates to such Lenders waiving their pro rata share of any applicable prepayment is issued, incurred or repayment), each Class of Refinancing Term obtained. Any Other Loans shall be prepaid and repaid may participate on a pro rata basis or on a less than a pro rata basis (but not on a greater than a pro rata basis) with all in any voluntary prepayments and or mandatory prepayments of the other Classes of Term Loanshereunder, it being understood that the amortization schedule applicable to the Refinancing Term Loans shall be determined by as specified in the applicable Borrower and the Lenders providing the Refinancing Term LoansAmendment. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 3.2(a4.2(b) and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) customary legal opinions, board resolutions and resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Second Restatement Effective Date under Section 4.1 (other than changes to such legal opinion opinions resulting from a change in law, change in fact or change to counsel’s form of opinion opinion) or otherwise reasonably satisfactory to Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by Administrative Agent (including Mortgage amendments) including, in order to ensure that the Refinancing Term Loans are provided with the benefit case of the Mortgages, mortgage amendments and date down endorsements with respect to the applicable Credit Documentstitle insurance policies). Each tranche incurrence of Credit Agreement Refinancing Indebtedness incurred under this Section 2.24 2.18 (other than with respect to the FILO Loan) shall be in an aggregate principal amount that is of not less than $50,000,00075,000,000. Each incurrence of Credit Agreement Refinancing Indebtedness under this Section 2.18 (with respect to the FILO Loan) on any date shall be in an aggregate principal amount of not less than the aggregate amount of FILO Liabilities outstanding on such date. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that this Agreement and that, upon the other Credit Documents may be amended pursuant to a effectiveness of any Refinancing Amendment, without the consent of any other Lenders, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Term Loans and Term Loan Commitments subject thereto as Refinancing Term Other Loans and/or Refinancing Term Other Commitments). Any Refinancing Amendment may, (ii) provide certain class protection to the Lenders and Additional Refinancing Lenders providing such Credit Agreement Refinancing Indebtedness with respect to voluntary prepayments and mandatory prepayments, (iii) make such other changes to this Agreement and the other Credit Documents consistent with the provisions and intent of Section 10.5(g) (without the consent of any Person other than the Requisite Administrative Agent, the FILO Agent, the Borrower and the Lenders called for therein) and (iv) providing the applicable Credit Agreement Refinancing Indebtedness, effect such other amendments to this Agreement and the other Credit Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and Parent the Borrower, to effect the provisions of this SectionSection 2.18. This Section 2.18 shall supersede any provisions in Section 12.7 or 12.1 to the contrary. It is understood that (x) any Lender approached to provide all or a portion of Credit Agreement Refinancing Indebtedness may elect or decline, in its sole discretion, to provide such Credit Agreement Refinancing Indebtedness (it being understood that there is no obligation to approach any existing Lenders to provide any Other Commitment), and (y) the Requisite Lenders hereby expressly authorize Administrative Agent shall have consented (such consent not to enter into any be unreasonably withheld, delayed or conditioned) to such Person’s providing such Credit Agreement Refinancing AmendmentIndebtedness if such consent would be required under Section 12.2 for an assignment of Loans or Commitments to such Person.

Refinancing Amendments. At any time after the Second Restatement Effective Closing Date, Parent the Borrower may obtain obtain, from any Lender or any Additional Refinancing Lender, Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Term theany Class of Loans then outstanding under this Agreement (which for purposes of this purpose Section 2.13 will be deemed to include any then outstanding Refinancing Term Other Loans, Incremental Loans or Extended Loans), in the form of Refinancing Other Loans or Other Term Loans, Commitments in each case 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 Term Loans and Term Loan Commitments hereunder, (ii) will have such pricing pricing, premiums and optional prepayment or redemption terms as may be agreed by the Borrower and the Lenders thereof; (iii) will have a maturity date no earlier than, and will have a Weighted Average Life to Maturity equal to or greater than, the Class of Loans being refinanced and (iv) will have terms and conditions that are substantially identical to, or (taken as a whole) are no more favorable to the lenders or holders providing such Credit Agreement Refinancing Indebtedness than those applicable to the Class of Loans being 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 (iii) except as may be agreed to by applicable only during periods after the Lenders and Additional Refinancing Lenders providing Latest Maturity Date that is in effect on the date such Credit Agreement Refinancing Indebtedness in the respective Refinancing Amendment (but solely as it relates to such Lenders waiving their pro rata share of any applicable prepayment is issued, incurred or repayment), each Class of Refinancing Term obtained. Any Other Loans shall be prepaid and repaid may participate on a pro rata basis or on a less than a pro rata basis (but not on a greater than a pro rata basisbasis (except for prepayments pursuant to Section 2.03(b)(iii)(B))) with all in any voluntary prepayments and or mandatory prepayments of the other Classes of Term Loanshereunder, it being understood that the amortization schedule applicable to the Refinancing Term Loans shall be determined by as specified in the applicable Borrower and the Lenders providing the Refinancing Term LoansAmendment. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 3.2(a) 4.02 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) legal opinions, board resolutions and resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Second Restatement Effective Closing Date under Section 4.01 (other than changes to such legal opinion opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by Administrative Agent (including Mortgage amendments) in order to ensure that the Refinancing Term Loans are provided with the benefit of the applicable Credit DocumentsAgent). Each tranche of Credit Agreement Refinancing Indebtedness incurred under this Section 2.24 2.13 shall be in an aggregate principal amount that is not less than $50,000,000100,000,000. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that this Agreement and that, upon the other Credit Documents may be amended pursuant to a effectiveness of any Refinancing Amendment, without the consent of any other Lenders, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Term Loans and Term Loan Commitments subject thereto as Refinancing Term Other Loans and/or Refinancing Other Term Commitments). Any Refinancing Amendment may, (ii) provide certain class protection to the Lenders and Additional Refinancing Lenders providing such Credit Agreement Refinancing Indebtedness with respect to voluntary prepayments and mandatory prepayments, (iii) make such other changes to this Agreement and the other Credit Documents consistent with the provisions and intent of Section 10.5(g) (without the consent of the Requisite Lenders called for therein) and (iv) any other Lenders, effect such other amendments to this Agreement and the other Credit Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and Parent the Borrower, to effect the provisions of this Section, and Section 2.13. This Section 2.13 shall supersede any provisions in Section 2.11 or 10.01 to the Requisite Lenders hereby expressly authorize Administrative Agent to enter into any such Refinancing Amendmentcontrary. Extensions of Loans .

Refinancing Amendments. (a) At any time after the Second Restatement Effective Closing Date, Parent each Co-Borrower may obtain obtain, from any Lender or any Additional Refinancing Lender, Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Term Loans made to such Co-Borrower then outstanding under this Agreement (which for this purpose will be deemed to include any then outstanding Refinancing Other Term Loans), in the form of Refinancing Other Term LoansLoans or Other Loan Term Commitments, in each case 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 Term Loans and Term Loan Commitments hereunder, (ii) will have such pricing and optional prepayment terms as may be agreed by the applicable Borrower Designated Company and the Lenders thereof and thereof, (iii) except as may be agreed will have a maturity date that is not prior to by the Lenders maturity date of, and Additional Refinancing Lenders 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 147 that are substantially identical to, or less favorable to the investors providing such Credit Agreement Refinancing Indebtedness in than, the respective Refinanced Debt and (v) the proceeds of such Credit Agreement Refinancing Amendment (but solely as it relates Indebtedness shall be 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 Lenders waiving their pro rata share of Credit Agreement Refinancing Indebtedness may provide for any applicable prepayment additional or repayment), each Class of Refinancing Term Loans shall be prepaid and repaid on a pro rata basis different financial or less than a pro rata basis (but not greater than a pro rata basis) with all voluntary prepayments and mandatory prepayments of other covenants or other provisions that are agreed between the other Classes of Term Loans, it being understood that the amortization schedule applicable to the Refinancing Term Loans shall be determined by the applicable Borrower Designated Company and the Lenders providing thereof and applicable only during periods after the Latest Maturity Date that is in effect on the date such Credit Agreement Refinancing Term LoansIndebtedness 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 Section 3.2(a) 4.03 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) legal opinions, board resolutions and resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Second Restatement Effective Closing Date other than changes to such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by Administrative Agent (including Mortgage amendments) in order to ensure that the Refinancing Term Loans are provided with the benefit of the applicable Credit Documentsunder Section 4.02. Each tranche Class of Credit Agreement Refinancing Indebtedness incurred under this Section 2.24 shall be in an aggregate principal amount that is (x) not less than $50,000,00050,000,000 in the case of Other Term Loans and (y) an integral multiple of $1,000,000 in excess thereof. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that this Agreement and that, upon the other Credit Documents may be amended pursuant to a effectiveness of any Refinancing Amendment, without the consent of any other Lenders, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Term Loans and Term Loan Commitments subject thereto as Refinancing Other Term Loans and/or Refinancing Other Term Loan Commitments). Any Refinancing Amendment may, (ii) provide certain class protection to the Lenders and Additional Refinancing Lenders providing such Credit Agreement Refinancing Indebtedness with respect to voluntary prepayments and mandatory prepayments, (iii) make such other changes to this Agreement and the other Credit Documents consistent with the provisions and intent of Section 10.5(g) (without the consent of the Requisite Lenders called for therein) and (iv) any other Lenders, effect such other amendments to this Agreement and the other Credit Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and Parent Borrowerthe Designated Company, to effect the provisions of this Section, and the Requisite Lenders hereby expressly authorize Administrative Agent to enter into any such Refinancing Amendment.

Refinancing Amendments. (a) At any time after the Second Restatement Effective Closing Date, Parent the Borrower may obtain obtain, from any Lender or any Additional Refinancing Lender, Credit Agreement Refinancing Indebtedness in the form of Refinancing Term Loans or Refinancing Term Loan Commitments in respect of all or any portion of the any Class of Term Loans then outstanding under this Agreement (which for purpose of this purpose clause (a) will be deemed to include any then outstanding Refinancing Term Loans), in the form of Refinancing Term Loans, in each case ) pursuant to a Refinancing Amendment; provided that (x) such Credit Agreement Refinancing Indebtedness (iA) will rank pari passu in right of payment and of security with the other Term Loans and Term Loan Commitments hereunder, (iiB) will have such pricing (including interest rates, rate floors, fees, original issue discounts and premiums) and, subject to Section 4.02 and 4.09, optional and mandatory prepayment terms as may be agreed by the applicable Borrower and the Lenders thereof thereof, (C) 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 Class of Term Loans being refinanced and (iiiD) except as may be will have terms and conditions that are otherwise agreed to by between the Lenders Borrower and Additional Refinancing the Lenders providing such Credit Agreement Refinancing Indebtedness in and (y) the respective Refinancing Amendment Administrative Agent shall have consented (but solely as it relates not to be unreasonably withheld) to such Lenders waiving their pro rata share Lender’s or Additional Lender’s providing such Credit Agreement Refinancing Indebtedness if such consent would be required under Section 11.06 for an assignment of any applicable prepayment Loans or repayment)Commitments, each Class of Refinancing Term Loans shall be prepaid and repaid on a pro rata basis as applicable, to such Lender 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 applicable Borrower and the Lenders providing the Refinancing Term LoansAdditional Lender. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction satisfaction, on the date thereof (each, a “Refinancing Amendment Closing Date”), of each of the conditions set forth in Section 3.2(a) and, to the extent reasonably requested by Administrative Agent, receipt by Administrative Agent of (i) legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Second Restatement Effective Date other than changes to such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by Administrative Agent (including Mortgage amendments) in order to ensure that the Refinancing Term Loans are provided with the benefit of the applicable Credit DocumentsAmendment. Each tranche Class of Credit Agreement Refinancing Indebtedness incurred under this Section 2.24 12.03 shall be in an aggregate principal amount that is (x) not less than $50,000,00010,000,000 and (y) an integral multiple of $1,000,000 in excess thereof (or such lesser amount of Indebtedness being refinanced as is then outstanding). The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that this Agreement and that, upon the other Credit Documents may be amended pursuant to a effectiveness of any Refinancing Amendment, without the consent of any other Lenders, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Term Loans and Term Loan Commitments subject thereto as Refinancing Term Loans and/or Refinancing Term Loan Commitments). Any Refinancing Amendment may, (ii) provide certain class protection to the Lenders and Additional Refinancing Lenders providing such Credit Agreement Refinancing Indebtedness with respect to voluntary prepayments and mandatory prepayments, (iii) make such other changes to this Agreement and the other Credit Documents consistent with the provisions and intent of Section 10.5(g) (without the consent of the Requisite Lenders called for therein) and (iv) any other Lenders, effect such other amendments to this Agreement and the other Credit Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and Parent the Borrower, to effect the provisions of this Section, and the Requisite Lenders hereby expressly authorize Administrative Agent to enter into any such Refinancing AmendmentSection 12.03.

Refinancing Amendments. (a) At any time after the Second Restatement Effective Closing Date, Parent each Co-Borrower may obtain obtain, from any Lender or any Additional Refinancing Lender, Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Term Loans made to such Co-Borrower then outstanding under this Agreement (which for this purpose will be deemed to include any then outstanding Refinancing Other Term Loans), in the form of Refinancing Other Term LoansLoans or Other Loan Term Commitments, in each case 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 Term Loans and Term Loan Commitments hereunder, (ii) will have such pricing and optional prepayment terms as may be agreed by the applicable Borrower Designated Company and the Lenders thereof and thereof, (iii) except as may be agreed will have a maturity date that is not prior to by the Lenders maturity date of, and Additional Refinancing Lenders 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 in than, the respective Refinanced Debt and (v) the proceeds of such Credit Agreement Refinancing Amendment (but solely as it relates Indebtedness shall be 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 Lenders waiving their pro rata share of Credit Agreement Refinancing Indebtedness may provide for any applicable prepayment additional or repayment), each Class of Refinancing Term Loans shall be prepaid and repaid on a pro rata basis different financial or less than a pro rata basis (but not greater than a pro rata basis) with all voluntary prepayments and mandatory prepayments of other covenants or other provisions that are agreed between the other Classes of Term Loans, it being understood that the amortization schedule applicable to the Refinancing Term Loans shall be determined by the applicable Borrower Designated Company and the Lenders providing thereof and applicable only during periods after the Latest Maturity Date that is in effect on the date such Credit Agreement Refinancing Term LoansIndebtedness 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 Section 3.2(a) 4.03 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) legal opinions, board resolutions and resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Second Restatement Effective Closing Date other than changes to such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by Administrative Agent (including Mortgage amendments) in order to ensure that the Refinancing Term Loans are provided with the benefit of the applicable Credit Documentsunder Section 4.02. Each tranche Class of Credit Agreement Refinancing Indebtedness incurred under this Section 2.24 shall be in an aggregate 174 1060441.101066947.03-CHISR01A - MSW principal amount that is (x) not less than $50,000,00050,000,000 in the case of Other Term Loans and (y) an integral multiple of $1,000,000 in excess thereof. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that this Agreement and that, upon the other Credit Documents may be amended pursuant to a effectiveness of any Refinancing Amendment, without the consent of any other Lenders, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Term Loans and Term Loan Commitments subject thereto as Refinancing Other Term Loans and/or Refinancing Other Term Loan Commitments). Any Refinancing Amendment may, (ii) provide certain class protection to the Lenders and Additional Refinancing Lenders providing such Credit Agreement Refinancing Indebtedness with respect to voluntary prepayments and mandatory prepayments, (iii) make such other changes to this Agreement and the other Credit Documents consistent with the provisions and intent of Section 10.5(g) (without the consent of the Requisite Lenders called for therein) and (iv) any other Lenders, effect such other amendments to this Agreement and the other Credit Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and Parent Borrowerthe Designated Company, to effect the provisions of this Section, and the Requisite Lenders hereby expressly authorize Administrative Agent to enter into any such Refinancing Amendment.

Refinancing Amendments. At any time after the Second Restatement Effective Closing Date, Parent Borrower the Borrowers may obtain obtain, from any Lender or any Additional Refinancing LenderAffiliate of a Lender or any other Person that would be an Eligible Assignee, Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Term Loans or Commitments then outstanding under this Agreement (which for this purpose will be deemed to include any then outstanding Refinancing Term Loans), in the form of Refinancing Term Loans, in each case pursuant to a Refinancing Amendment; provided that such Indebtedness (i) will rank pari passu in right of payment and of security with the other Term Loans and Term Loan Commitments hereunder, (ii) have such pricing and optional prepayment terms as may be agreed by the applicable Borrower and the Lenders thereof and (iii) except as may be agreed to by the Lenders and Additional Refinancing Lenders providing such Credit Agreement . Any Refinancing Indebtedness in the respective Refinancing Amendment (but solely as it relates to such Lenders waiving their pro rata share of any applicable prepayment or repayment), each Class of Refinancing Term Loans shall be prepaid and repaid may participate on a pro rata basis or on a less than a pro rata basis (but not on a greater than a pro rata basis) with all in any voluntary prepayments and or mandatory prepayments of the other Classes of Term Loanshereunder, it being understood that the amortization schedule applicable to the Refinancing Term Loans shall be determined by as specified in the applicable Borrower and the Lenders providing the Refinancing Term LoansAmendment. 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 Section 3.2(a) 5.01 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) customary legal opinions, board resolutions and Board Resolutions, officers’ certificates and/or reaffirmation agreements generally consistent with those delivered on the Second Restatement Effective Closing Date other than under Section 5.01 (which in the case of legal opinions, take into account changes to such legal opinion opinions resulting from a change Change in lawLaw, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by Administrative Agent (including Mortgage amendments) in order to ensure that the Refinancing Term Loans are provided with the benefit of the applicable Credit DocumentsAgent). Each tranche of Credit Agreement Any Refinancing Indebtedness incurred under this Section 2.24 2.21 shall be in an aggregate principal amount that is not less than $50,000,00025,000,000. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that this Agreement and that, upon the other Credit Documents may be amended pursuant to a effectiveness of any Refinancing Amendment, without the consent of any other Lenders, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Term Loans and Term Loan Commitments subject thereto as thereto. Any Refinancing Term Loans and/or Refinancing Term Commitments)Amendment may, (ii) provide certain class protection to the Lenders and Additional Refinancing Lenders providing such Credit Agreement Refinancing Indebtedness with respect to voluntary prepayments and mandatory prepayments, (iii) make such other changes to this Agreement and the other Credit Documents consistent with the provisions and intent of Section 10.5(g) (without the consent of the Requisite Lenders called for therein) and (iv) any other Lenders, effect such other amendments to this Agreement and the other Credit Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and Parent Borrowerthe Borrowers, to effect the provisions of this SectionSection 2.21. This Section 2.21 shall supersede any provisions in Section 2.11, and Section 2.16 or Section 10.01 to the Requisite Lenders hereby expressly authorize Administrative Agent to enter into any such Refinancing Amendmentcontrary.

Refinancing Amendments. At any time after and from time to time, the Second Restatement Effective Date, Parent Borrower may obtain obtain, from any Lender or any Additional Refinancing Lender, Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Term Loans then outstanding under this Agreement (which for this purpose will be deemed to include any then outstanding Refinancing Term Loans), in the form of Refinancing Term LoansAgreement, in each case case, pursuant to a Refinancing Amendment, which Credit Agreement Refinancing Indebtedness may, at the election of the Borrower, take the form of (i) new Term Loans under an additional Term Facility hereunder (“Other Term Loans”) or (ii) new Revolving Facility Commitment under an additional Revolving Facility hereunder (“Other Revolving Commitments”); provided that such there shall be no obligors in respect of any Credit Agreement Refinancing Indebtedness (i) will rank pari passu in right of payment and of security with the other that are not Loan Parties. Any Other Term Loans and Term Loan Other Revolving Commitments 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, (ii) have such pricing and optional prepayment terms as may be agreed by specified in the applicable Borrower and Refinancing Amendment (provided that if the Lenders thereof and (iii) except as may be agreed to by the Lenders and or Additional Refinancing Lenders providing such Credit Agreement Refinancing Indebtedness in have the respective Refinancing Amendment (but solely as it relates ability to decline mandatory prepayments, any such mandatory prepayment that is not accepted by such Lenders waiving their pro rata share or Additional Lenders shall be applied, subject to the right of any applicable prepayment or repaymentLender to decline mandatory prepayments (if any), each Class of Refinancing Term to the non-refinanced 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 Class being understood that the amortization schedule applicable to the Refinancing Term Loans shall be determined by the applicable Borrower and the Lenders providing the Refinancing Term Loansrefinanced). The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 3.2(a) and4.01 (including, solely to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) customary legal opinions, board resolutions and resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Second Restatement Effective Closing Date under Section 4.01 (other than changes to such legal opinion opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by Administrative Agent (including Mortgage amendments) in order to ensure that the Refinancing Term Loans are provided with the benefit of the applicable Credit DocumentsAgent)). Each tranche of Credit Agreement Refinancing Indebtedness incurred under this Section 2.24 shall be in an aggregate principal amount that is not less than $50,000,000. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that this Agreement and that, upon the other Credit Documents may be amended pursuant to a effectiveness of any Refinancing Amendment, without the consent of any other Lenders, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans subject thereto as Other Term Loans and Term Loan or the Commitments subject thereto as Refinancing Term Loans and/or Refinancing Term Other Revolving Commitments). Any Refinancing Amendment may, (ii) provide certain class protection to the Lenders and Additional Refinancing Lenders providing such Credit Agreement Refinancing Indebtedness with respect to voluntary prepayments and mandatory prepayments, (iii) make such other changes to this Agreement and the other Credit Documents consistent with the provisions and intent of Section 10.5(g) (without the consent of any person other than the Requisite Administrative Agent, the Borrower and the Lenders called for therein) and (iv) or Additional Lenders providing the applicable Credit Agreement Refinancing Indebtedness, effect such other amendments to this Agreement and the other Credit Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and Parent the Borrower, to effect the provisions of this SectionSection 2.23. This Section 2.23 shall supersede any provisions in Section 9.08 to the contrary. It is understood that (a) any Lender approached to provide all or a portion of Credit Agreement Refinancing Indebtedness may elect or decline, in its sole discretion, to provide such Credit Agreement Refinancing Indebtedness (it being understood that there is no obligation to approach any existing Lenders to provide any such commitment to provide Other Term Loans or Other Revolving Commitments) and (b) the Requisite Lenders hereby expressly authorize Administrative Agent shall have consented (such consent not to enter into any be unreasonably withheld, delayed or conditioned) to such person’s providing such Credit Agreement Refinancing AmendmentIndebtedness if such consent would be required under Section 9.04 for an assignment of Loans to such person.

Refinancing Amendments. (a) At any time after the Second Restatement Effective Closing Date, Parent each Co-Borrower may obtain obtain, from any Lender or any Additional Refinancing Lender, Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Term Loans made to such Co-Borrower then outstanding under this Agreement (which for this purpose will be deemed to include any then outstanding Refinancing Other Term Loans), in the form of Refinancing Other Term LoansLoans or Other Loan Term Commitments, in each case 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 Term Loans and Term Loan Commitments hereunder, (ii) will have such pricing and optional prepayment terms as may be agreed by the applicable Borrower Designated Company and the Lenders thereof and thereof, (iii) except as may be agreed will have a maturity date that is not prior to by the Lenders maturity date of, and Additional Refinancing Lenders 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 in than, the respective Refinanced Debt and (v) the proceeds of such Credit Agreement Refinancing Amendment (but solely as it relates Indebtedness shall be 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 Lenders waiving their pro rata share of Credit Agreement Refinancing Indebtedness may provide for any applicable prepayment additional or repayment), each Class of Refinancing Term Loans shall be prepaid and repaid on a pro rata basis different financial or less than a pro rata basis (but not greater than a pro rata basis) with all voluntary prepayments and mandatory prepayments of other covenants or other provisions that are agreed between the other Classes of Term Loans, it being understood that the amortization schedule applicable to the Refinancing Term Loans shall be determined by the applicable Borrower Designated Company and the Lenders providing thereof and applicable only during periods after the Latest Maturity Date that is in effect on the date such Credit Agreement Refinancing Term LoansIndebtedness 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 Section 3.2(a) 4.03 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) legal opinions, board resolutions and resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Second Restatement Effective Closing Date other than changes to such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by Administrative Agent (including Mortgage amendments) in order to ensure that the Refinancing Term Loans are provided with the benefit of the applicable Credit Documentsunder Section 4.02. Each tranche Class of Credit Agreement Refinancing Indebtedness incurred under this Section 2.24 shall be in an aggregate principal amount that is (x) not less than $50,000,000. Administrative Agent shall promptly notify each Lender as to 50,000,000 in the effectiveness case of each Refinancing Amendment. Each of the parties hereto hereby agrees that this Agreement and the other Credit Documents may be amended pursuant to a Refinancing Amendment, without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Other Term Loans and Term Loan Commitments subject thereto as Refinancing Term Loans and/or Refinancing Term Commitments), (iiy) provide certain class protection to the Lenders and Additional Refinancing Lenders providing such Credit Agreement Refinancing Indebtedness with respect to voluntary prepayments and mandatory prepayments, (iii) make such other changes to this Agreement and the other Credit Documents consistent with the provisions and intent an integral multiple of Section 10.5(g) (without the consent of the Requisite Lenders called for therein) and (iv) effect such other amendments to this Agreement and the other Credit Documents as may be necessary or appropriate, $1,000,000 in the reasonable opinion of Administrative Agent and Parent Borrower, to effect the provisions of this Section, and the Requisite Lenders hereby expressly authorize Administrative Agent to enter into any such Refinancing Amendment.excess thereof. The 158 1031947.12E-CHISR1060441.10-CHISR01A - MSW

Refinancing Amendments. At any time after the Second Restatement Effective Closing Date, Parent the Borrower may obtain obtain, from any Lender or any Additional Refinancing Lender, Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Term Loans then outstanding under this Agreement (which for this purpose will be deemed to include any then outstanding Refinancing Term Loans)Agreement, in the form of Refinancing Other Term Loans, Loans or Other Term Commitments in each case pursuant to a Refinancing Amendment; provided provided, that such Credit Agreement Refinancing Indebtedness (i) will rank pari passu in right of payment and of security with the other Term Loans and Term Loan Commitments hereunder, hereunder and (ii) will have such pricing pricing, interest rates, fees, premiums and optional and mandatory prepayment or redemption terms as may be agreed by the applicable Borrower and the Lenders thereof and (iii) except as may be agreed to by the Lenders and Additional Refinancing Lenders providing such Credit Agreement Refinancing Indebtedness in the respective Refinancing Amendment (but solely as it relates to such Lenders waiving their pro rata share of any applicable prepayment or repayment), each Class of Refinancing thereof. Any Other Term Loans shall be prepaid and repaid may participate on a pro rata basis or on a less than a pro rata basis (but not on a greater than a pro rata basis) with all in any voluntary prepayments and or mandatory prepayments hereunder, as specified in the applicable Refinancing Amendment. For the avoidance of the other Classes of Term Loansdoubt, it being understood any Affiliated Lender that the amortization schedule applicable to the Refinancing provides any Other Term Loans shall be determined by subject to the applicable Borrower and limitations on Affiliated Lenders set forth in Section 8.05(j) (including the Lenders providing the Refinancing Term LoansAffiliated Lender Cap). 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 Section 3.2(a) 3.02 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) legal opinions, board resolutions and resolutions, officers’ certificates and/or reaffirmation agreements substantially consistent with those delivered on the Second Restatement Effective Closing Date other than changes to such legal opinion resulting from a change under Section 3.01 and otherwise in law, change in fact or change to counsel’s form of opinion and substance reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by Administrative Agent (including Mortgage amendments) in order to ensure that the Refinancing Term Loans are provided with the benefit of the applicable Credit DocumentsAgent. Each tranche of Credit Agreement Refinancing Indebtedness incurred under this Section 2.24 shall be in an aggregate principal amount that is not less than $50,000,000. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that this Agreement and that, upon the other Credit Documents may be amended pursuant to a effectiveness of any Refinancing Amendment, without the consent of any other Lenders, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Term Loans and Term Loan Commitments subject thereto as Refinancing Other Term Loans and/or Refinancing Other Term Commitments). Any Refinancing Amendment may, (ii) provide certain class protection to the Lenders and Additional Refinancing Lenders providing such Credit Agreement Refinancing Indebtedness with respect to voluntary prepayments and mandatory prepayments, (iii) make such other changes to this Agreement and the other Credit Documents consistent with the provisions and intent of Section 10.5(g) (without the consent of the Requisite Lenders called for therein) and (iv) any other Lenders, effect such other amendments to this Agreement and the other Credit Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and Parent the Borrower, to effect the provisions of this Section, and Section 2.20. This Section 2.20 shall supersede any provisions in Section 2.07 or 8.04 to the Requisite Lenders hereby expressly authorize Administrative Agent to enter into any such Refinancing Amendmentcontrary.

Refinancing Amendments. At any time after the Second Restatement Effective Closing Date, Parent the Borrower may obtain obtain, from any Lender or any Additional Refinancing Lender, Credit Agreement Refinancing Indebtedness in respect of Other Loans to refinance all or any portion of the Term Loans then outstanding under this Agreement (which for this purpose will be deemed made pursuant to include any then outstanding Refinancing Other Term Loans), in the form of Refinancing Term Loans, Commitments in each case pursuant to a Refinancing Amendment; provided that such Indebtedness Other Loans (i) will rank pari passu in right of payment and of security with the other Term Loans and Term Loan Commitments hereunder, (ii) will have such pricing pricing, premiums and optional prepayment or redemption terms as may be agreed by the applicable Borrower and the Lenders thereof and thereof, (iii) except 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, and (iv) will have terms and conditions that are substantially identical to, or (taken as may be agreed a whole) are no more favorable to by the Lenders and Additional Refinancing Lenders lenders or holders providing such Credit Other Term Commitments and Other Loans than those applicable to the Loans being refinanced unless (A) such more restrictive terms are not applicable until after the then Latest Maturity Date or (B) this Agreement Refinancing Indebtedness is amended in a manner reasonably satisfactory to the respective Refinancing Amendment Administrative Agent (but solely as it relates acting at the Direction of the Required Lenders) and the Borrower to incorporate such Lenders waiving their pro rata share more restrictive provisions for the benefit of any applicable prepayment or repayment), each Class of Refinancing Term the Lenders. Any Other Loans shall be prepaid and repaid may participate on a pro rata basis or on a less than a pro rata basis (but not on a greater than a pro rata basis) with all in any voluntary prepayments and or mandatory prepayments of the other Classes of Term Loanshereunder, it being understood that the amortization schedule applicable to the Refinancing Term Loans shall be determined by as specified in the applicable Borrower and the Lenders providing the Refinancing Term LoansAmendment. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 3.2(a) 4.02 and, to the extent reasonably requested by the Administrative AgentAgent (acting at the Direction of the Required Lenders), receipt by the Administrative Agent of (i) legal opinions, board resolutions and resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Second Restatement Effective Closing Date under Section 4.01 (other than changes to such legal opinion opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by Administrative Agent (including Mortgage amendments) in order to ensure that acting at the Refinancing Term Loans are provided with the benefit Direction of the applicable Credit DocumentsRequired Lenders)). Each tranche Class of Credit Agreement Refinancing Indebtedness Other Term Commitments and Other Loans incurred under this Section 2.24 2.13 shall be in an aggregate principal amount that is not less than $50,000,000100,000,000. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that this Agreement and that, upon the other Credit Documents may be amended pursuant to a effectiveness of any Refinancing Amendment, without the consent of any other Lenders, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness Other Term Commitments and Other Loans incurred pursuant thereto (including any amendments necessary to treat the Other Loans and/or Other Term Commitments as Loans and Term Loan Commitments subject thereto as Refinancing Term Loans and/or Refinancing Term Commitments), (ii) provide certain class protection to the Lenders and Additional . Any Refinancing Lenders providing such Credit Agreement Refinancing Indebtedness with respect to voluntary prepayments and mandatory prepayments, (iii) make such other changes to this Agreement and the other Credit Documents consistent with the provisions and intent of Section 10.5(g) (without the consent of the Requisite Lenders called for therein) and (iv) Amendment may effect such other amendments to this Agreement and the other Credit Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent (acting at the Direction of the Required Lenders) and Parent the Borrower, to effect the provisions of this Section, and Section 2.13. This Section 2.13 shall supersede any provisions in Section 2.11 or 10.01 to the Requisite Lenders hereby expressly authorize Administrative Agent contrary. No Lender shall be under any obligation to enter into provide any Other Term Commitment unless such Lender executes a Refinancing Amendment.

Refinancing Amendments. At any time after After the Second Restatement Effective Date, Parent the Borrower may obtain obtain, from any Lender or any Additional Refinancing Lender, Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Term Loans then outstanding under this Agreement (which for this purpose will be deemed to include any then outstanding Refinancing Term Loans), in the form of Refinancing Term Loans, in each case pursuant to a Refinancing Amendment; provided that there shall be no obligors in respect of any Credit Agreement Refinancing Indebtedness that are not Loan Parties; provided, further that the terms and conditions applicable to such Credit Agreement Refinancing Indebtedness (i) will rank pari passu in right of payment and of security with may provide for any additional or different financial or other covenants or other provisions that are agreed between the other Term Loans and Term Loan Commitments hereunder, (ii) have such pricing and optional prepayment terms as may be agreed by the applicable Borrower and the Lenders thereof and (iii) except as may be agreed to by applicable only during periods after the Lenders and Additional Refinancing Lenders providing Latest Maturity Date that is in effect on the date such Credit Agreement Refinancing Indebtedness in the respective Refinancing Amendment (but solely as it relates to such Lenders waiving their pro rata share of any applicable prepayment is issued, incurred or repayment), each Class of Refinancing Term obtained. Any Other Loans shall be prepaid and repaid may participate on a pro rata basis or on a less than a pro rata basis (but not on a greater than a pro rata basis) with all in any voluntary prepayments and or mandatory prepayments of the other Classes of Term Loanshereunder, it being understood that the amortization schedule applicable to the Refinancing Term Loans shall be determined by as specified in the applicable Borrower and the Lenders providing the Refinancing Term LoansAmendment. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 3.2(a4.2(a) and (b) and, to the extent reasonably requested by the Administrative AgentAgent (acting at the direction of the Requisite Lenders), receipt by the Administrative Agent and Lenders of (i) customary legal opinions, board resolutions and resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Second Restatement Effective Date under Section 4.1 (other than changes to such legal opinion opinions resulting from a change in law, change in fact or change to counsel’s form of opinion opinion) or otherwise reasonably satisfactory to Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by Administrative Agent (including Mortgage amendments) in order to ensure that acting at the Refinancing Term Loans are provided with the benefit direction of the Requisite Lenders) (including, in the case of the Mortgages, mortgage amendments and date down endorsements with respect to the applicable Credit Documentstitle insurance policies). Each tranche incurrence of Credit Agreement Refinancing Indebtedness incurred under this Section 2.24 2.14 shall be in an aggregate principal amount that is of not less than $50,000,00025,000,000. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that this Agreement and that, upon the other Credit Documents may be amended pursuant to a effectiveness of any Refinancing Amendment, without the consent of any other Lenders, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Term Loans and Term Loan Commitments subject thereto as Refinancing Term Other Loans and/or Refinancing Term Other Commitments). Any Refinancing Amendment may, (ii) provide certain class protection to the Lenders and Additional Refinancing Lenders providing such Credit Agreement Refinancing Indebtedness with respect to voluntary prepayments and mandatory prepayments, (iii) make such other changes to this Agreement and the other Credit Documents consistent with the provisions and intent of Section 10.5(g) (without the consent of any Person other than the Administrative Agent (acting at the direction of the Requisite Lenders), the Borrower and the Lenders called for therein) and (iv) providing the applicable Credit Agreement Refinancing Indebtedness, effect such other amendments to this Agreement and the other Credit Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent (acting at the direction of the Requisite Lenders) and Parent the Borrower, to effect the provisions of this SectionSection 2.14. This Section 2.14 shall supersede any provisions in Section 12.7 or 12.1 to the contrary. It is understood that (x) any Lender approached to provide all or a portion of Credit Agreement Refinancing Indebtedness may elect or decline, in its sole discretion, to provide such Credit Agreement Refinancing Indebtedness (it being understood that there is no obligation to approach any existing Lenders to provide any Other Commitment), and (y) the Requisite Lenders hereby expressly authorize Administrative Agent shall have consented (such consent not to enter into any be unreasonably withheld, delayed or conditioned) to such Person’s providing such Credit Agreement Refinancing AmendmentIndebtedness if such consent would be required under Section 12.2 for an assignment of Loans or Commitments to such Person.

Refinancing Amendments. At any time after the Second Restatement Third Amendment Effective Date, Parent the Borrower may obtain from any Lender or any Additional Refinancing Lender, Lender Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Term Loans then outstanding under this Agreement (which for this purpose will be deemed to include any then outstanding Refinancing Term Loans), in the form of Refinancing Term LoansLoans or Refinancing Term Commitments, in each case 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 Term Loans and Term Loan Commitments hereunder, (ii) have such pricing and optional prepayment terms as may be agreed by the applicable Borrower and the Lenders thereof and thereof, (iii) except as otherwise provided in Section 2.05(b)(ii)(B) or as may be agreed to by the Lenders and Additional Refinancing Lenders providing such Credit Agreement Refinancing Indebtedness in the respective Refinancing Amendment (but solely as it relates to such Lenders waiving their pro rata share of any applicable prepayment or repayment), each Class of Refinancing Term Loans shall be prepaid and repaid (or offered to be repaid in the case of Section 2.05(c)) 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 (other than amortization payments) of the other Classes of Term LoansLoans and (iv) otherwise be treated hereunder no more favorably, it being understood including with respect to covenants and events of default, than the Refinanced Debt; provided further that the amortization schedule 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 Refinancing Term Loans shall be determined by the applicable Borrower and the Lenders providing thereof and applicable only during periods after the Latest Maturity Date that is in effect on the date such Credit Agreement Refinancing Term LoansIndebtedness 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 Section 3.2(aSections 4.01 (i), (j) and (k) and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Second Restatement Effective Closing Date other than changes to such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by Administrative the Collateral Agent (including Mortgage amendments) in order to ensure that the Refinancing Term Loans are provided with the benefit of the applicable Credit Loan Documents. Each tranche of Credit Agreement Refinancing Indebtedness incurred under this Section 2.24 2.15 shall be in an aggregate principal amount that is not less than $50,000,000. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that this Agreement and the other Credit Loans Documents may be amended pursuant to a Refinancing Amendment, without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Term Loans and Term Loan Commitments subject thereto as Refinancing Term Loans and/or Refinancing Term Commitments), (ii) provide certain class protection to the Lenders and Additional Refinancing Lenders providing such Credit Agreement Refinancing Indebtedness with respect to voluntary prepayments and mandatory prepayments, (iii) make such other changes to this Agreement and the other Credit Loan Documents consistent with the provisions and intent of the second paragraph of Section 10.5(g) (without the consent of the Requisite Lenders called for therein) 10.01 and (iv) effect such other amendments to this Agreement and the other Credit Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and Parent the Borrower, to effect the provisions of this Section, and the Requisite Required Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment.”.

Refinancing Amendments. At any time after the Second Restatement Effective Closing Date, Parent the Borrower may 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 all or any portion of the Term Loans then outstanding under this Agreement (which for this purpose will be deemed to include any then outstanding Refinancing Other Term Loans constituting Term Loans), ) in the form of Refinancing Other Term LoansLoans or Other Term Commitments, in each case pursuant to a Refinancing Amendment; provided that such Indebtedness (i) will such Credit Agreement Refinancing Indebtedness shall rank pari passu or junior in right of payment and of security with the other Term Loans and Term Loan Commitments hereunder, (ii) such Credit Agreement Refinancing Indebtedness shall have such pricing pricing, interest, fees, premiums and optional prepayment and redemption terms as may be agreed by Holdco, the applicable Borrower and the Additional Refinancing Lenders thereof and thereof, (iii) except as may be agreed to by the Lenders and Additional Refinancing Lenders providing such Credit Agreement Refinancing Indebtedness in shall only be secured by assets consisting of Collateral, (iv) the respective covenants, events of default and guarantees of such Credit Agreement Refinancing Amendment Indebtedness (but solely as it relates to such Lenders waiving their pro rata share of any applicable prepayment or repaymentother than pricing, interest, fees, premiums and optional prepayment), each Class of Refinancing Term Loans shall be prepaid and repaid on a pro rata basis or less than a pro rata basis (but if not greater than a pro rata basis) consistent with all voluntary prepayments and mandatory prepayments the terms of the other Classes of Term Loans, it being understood that the amortization schedule applicable shall not be materially more restrictive to the Refinancing Loan Parties (as determined in good faith by the Borrower), when taken as a whole, than the terms of the Term Loans shall be determined by the applicable Borrower and unless (x) the Lenders providing of 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, the Senior Representative acting on behalf of the holders of such Indebtedness shall have become party to the Intercreditor Agreement. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the such express conditions set forth in Section 3.2(a) and, to the extent reasonably requested by Administrative Agent, receipt by Administrative Agent of (i) legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Second Restatement Effective Date other than changes to such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by Administrative Agent (including Mortgage amendments) in order to ensure that the Refinancing Term Loans are provided mutually agreed with the benefit of the applicable Credit Documentsparticipating Additional Refinancing Lenders. Each tranche Class of Credit Agreement Refinancing Indebtedness (other than in connection with an extension of the maturity of Term Loans) incurred under this Section 2.24 2.21 shall be in an integral multiple of $1,000,000 and be in an aggregate principal amount that is not less than $50,000,00010,000,000, provided that such amount may be less than $10,000,000 if such amount represents all the remaining availability under the aggregate principal amount of Credit Agreement Refinancing Indebtedness set forth above. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that this Agreement and that, upon the other Credit Documents may be amended pursuant to a effectiveness of any Refinancing Amendment, without the consent of any other Lenders, this Agreement shall be deemed amended to the extent (but only to the extent) necessary or reasonably advisable to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Term Loans and Term Loan Commitments subject thereto as Refinancing Other Term Loans and/or Refinancing Other Term Commitments). Any Refinancing Amendment may, (ii) provide certain class protection to the Lenders and Additional Refinancing Lenders providing such Credit Agreement Refinancing Indebtedness with respect to voluntary prepayments and mandatory prepayments, (iii) make such other changes to this Agreement and the other Credit Documents consistent with the provisions and intent of Section 10.5(g) (without the consent of the Requisite Lenders called for therein) and (iv) any other Lenders, effect such other amendments to this Agreement and the other Credit Loan Documents as may be necessary necessary, or reasonably advisable or appropriate, in the reasonable opinion of the Administrative Agent and Parent the Borrower, to effect the provisions of this Section, . This Section 2.21 shall supersede any provisions in Section 2.18 and Section 9.02 to the Requisite Lenders hereby expressly authorize Administrative Agent to enter into any such Refinancing Amendmentcontrary.

Refinancing Amendments. At any time after the Second Restatement Effective Date, Parent the Borrower may obtain from any Lender or any Additional Refinancing Lender, Lender Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Term Loans then outstanding under this Agreement (which for this purpose will be deemed to include any then outstanding Refinancing Term Loans), in the form of Refinancing Term Loans, in each case 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 Term Loans and Term Loan Commitments hereunder, (ii) have such pricing and optional prepayment terms as may be agreed by the applicable Borrower and the Lenders thereof and thereof, (iii) except as may be agreed to by the Lenders and Additional Refinancing Lenders providing such Credit Agreement Refinancing Indebtedness in the respective Refinancing Amendment (but solely as it relates to such Lenders waiving their pro rata share of any applicable prepayment or repayment), each Class 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 applicable Borrower and the Lenders providing the Refinancing Term LoansLoans and (iv) except as provided in clauses (ii) and (iii) above or as provided below, shall have covenants, events of default, guarantees, collateral and other terms which are substantially identical to, or less favorable to the Lenders of such Refinancing Term Loans 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. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 3.2(aSections 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 and officers’ officer’s certificates consistent with those delivered on the Second Restatement Effective Closing Date other than changes to such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent (including Mortgage amendments) in order to ensure that the Refinancing Term Loans are provided with the benefit of the applicable Credit Loan Documents. Each tranche of Credit Agreement Refinancing Indebtedness incurred under this Section 2.24 2.15 shall be in an aggregate principal amount that is not less than $50,000,000. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that this Agreement and the other Credit Loan Documents may be amended pursuant to a Refinancing Amendment, without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Term Loans and Term Loan Commitments subject thereto as Refinancing Term Loans and/or Refinancing Term Commitments), (ii) provide certain class protection to the Lenders and Additional Refinancing Lenders providing such Credit Agreement Refinancing Indebtedness with respect to voluntary prepayments and mandatory prepayments, (iii) make such other changes to this Agreement and the other Credit Loan Documents consistent with the provisions and intent of the third paragraph of Section 10.5(g) 10.01 (without the consent of the Requisite Required Lenders called for therein) and (iv) effect such other amendments to this Agreement and the other Credit Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and Parent the Borrower, to effect the provisions of this Section, and the Requisite Required Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment.

Refinancing Amendments. (a) At any time after the Second Restatement Effective Closing Date, Parent each Co-Borrower may obtain obtain, from any Lender or any Additional Refinancing Lender, Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Term Loans made to such Co-Borrower then outstanding under this Agreement (which for this purpose will be deemed to include any then outstanding Refinancing Other Term Loans), in the form of Refinancing Other Term LoansLoans or Other Loan Term Loan Commitments, in each case 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 Term Loans and Term Loan Commitments hereunder, (ii) will have such pricing and optional prepayment terms as may be agreed by the applicable Borrower Designated Company and the Lenders thereof and thereof, (iii) except as may be agreed will have a maturity date that is not prior to by the Lenders maturity date of, and Additional Refinancing Lenders 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 in than, the respective Refinanced Debt and (v) the proceeds of such Credit Agreement Refinancing Amendment (but solely as it relates Indebtedness shall be 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 Lenders waiving their pro rata share of Credit Agreement Refinancing Indebtedness may provide for any applicable prepayment additional or repayment), each Class of Refinancing Term Loans shall be prepaid and repaid on a pro rata basis different financial or less than a pro rata basis (but not greater than a pro rata basis) with all voluntary prepayments and mandatory prepayments of other covenants or other provisions that are agreed between the other Classes of Term Loans, it being understood that the amortization schedule applicable to the Refinancing Term Loans shall be determined by the applicable Borrower Designated Company and the Lenders providing thereof and applicable only during periods after the Latest Maturity Date that is in effect on the date such Credit Agreement Refinancing Term LoansIndebtedness 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 Section 3.2(a) 4.03 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) legal opinions, board resolutions and resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Second Restatement Effective Closing Date other than changes to such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by Administrative Agent (including Mortgage amendments) in order to ensure that the Refinancing Term Loans are provided with the benefit of the applicable Credit Documentsunder Section 4.02. Each tranche Class of Credit Agreement Refinancing Indebtedness incurred under this Section 2.24 shall be in an aggregate principal amount that is (x) not less than $50,000,00050,000,000 in the case of Other Term Loans and (y) an integral multiple of $1,000,000 in excess thereof. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that this Agreement and that, upon the other Credit Documents may be amended pursuant to a effectiveness of any Refinancing Amendment, without the consent of any other Lenders, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Term Loans and Term Loan Commitments subject thereto as Refinancing Other Term Loans and/or Refinancing Other Term Loan Commitments). Any Refinancing 1234400.03-CHISR02A - MSW Amendment may, (ii) provide certain class protection to the Lenders and Additional Refinancing Lenders providing such Credit Agreement Refinancing Indebtedness with respect to voluntary prepayments and mandatory prepayments, (iii) make such other changes to this Agreement and the other Credit Documents consistent with the provisions and intent of Section 10.5(g) (without the consent of the Requisite Lenders called for therein) and (iv) any other Lenders, effect such other amendments to this Agreement and the other Credit Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and Parent Borrowerthe Designated Company, to effect the provisions of this Section, and the Requisite Lenders hereby expressly authorize Administrative Agent to enter into any such Refinancing Amendment.

Refinancing Amendments. At any time after the Second Restatement Effective Date, Parent the Borrower may obtain from any Lender or any Additional Refinancing Lender, Lender Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Term Loans then outstanding under this Agreement (which for this purpose will be deemed to include any then outstanding Refinancing Term Loans), in the form of Refinancing Term Loans, in each case 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 Term Loans and Term Loan Commitments hereunder, (ii) have such pricing and optional prepayment terms as may be agreed by the applicable Borrower and the Lenders thereof and thereof, (iii) except as may be agreed to by the Lenders and Additional Refinancing Lenders providing such Credit Agreement Refinancing Indebtedness in the respective Refinancing Amendment (but solely as it relates to such Lenders waiving their pro rata share of any applicable prepayment or repayment), each Class 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 basisbasis except as provided in Section 2.05(b)(v) above) 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 applicable Borrower and the Lenders providing the Refinancing Term LoansLoans and (iv) except as provided in clauses (ii) and (iii) above or as provided below, shall have covenants, events of default, guarantees, collateral and other terms which are substantially identical to, or less favorable to the Lenders of such Refinancing Term Loans 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. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 3.2(aSections 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 and officers’ officer’s certificates consistent with those delivered on the Second Restatement Effective Closing Date other than changes to such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent (including Mortgage amendments) in order to ensure that the Refinancing Term Loans are provided with the benefit of the applicable Credit Loan Documents. Each tranche of Credit Agreement Refinancing Indebtedness incurred under this Section 2.24 2.15 shall be in an aggregate principal amount that is not less than $50,000,000. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that this Agreement and the other Credit Loan Documents may be amended pursuant to a Refinancing Amendment, without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Term Loans and Term Loan Commitments subject thereto as Refinancing Term Loans and/or Refinancing Term Commitments), (ii) provide certain class protection to the Lenders and Additional Refinancing Lenders providing such Credit Agreement Refinancing Indebtedness with respect to voluntary prepayments and mandatory prepayments, (iii) make such other changes to this Agreement and the other Credit Loan Documents consistent with the provisions and intent of the third paragraph of Section 10.5(g) 10.01 (without the consent of the Requisite Required Lenders called for therein) and (iv) effect such other amendments to this Agreement and the other Credit Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and Parent the Borrower, to effect the provisions of this Section, and the Requisite Required Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment.

Refinancing Amendments. At any time after the Second Restatement Effective Closing Date, Parent the Borrower may obtain from any Lender or any Additional Refinancing Lender, Lender Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Term Loans then outstanding under this Agreement (which for this purpose will be deemed to include any then outstanding Refinancing Term Loans), in the form of Refinancing Term Loans, in each case 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 Term Loans and Term Loan Commitments hereunder, (ii) will have such pricing and optional prepayment terms as may be agreed by the applicable Borrower and the Lenders thereof and thereof, (iii) except as may be agreed to by the Lenders and Additional Refinancing Lenders providing such Credit Agreement Refinancing Indebtedness in the respective Refinancing Amendment (but solely as it relates to such Lenders waiving their pro rata share of any applicable prepayment or repayment), each Class 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 applicable Borrower and the Lenders providing the Refinancing Term LoansLoans and (iv) except as provided in clauses (ii) and (iii) above or as provided below, shall have covenants, events of default, guarantees, collateral and other terms which are substantially identical to, or less favorable to the Lenders of such Refinancing Term Loans 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. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 3.2(aSections 4.02(a), 4.02(b) and 4.02(c) and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Second Restatement Effective Closing Date other than changes to such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Security Documents as may be reasonably requested by the Administrative Agent (including Mortgage amendments) in order to ensure that the Refinancing Term Loans are provided with the benefit of the applicable Credit Loan Documents. Each tranche of Credit Agreement Refinancing Indebtedness incurred under this Section 2.24 2.23 shall be in an aggregate principal amount that is not less than $50,000,000. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that this Agreement and the other Credit Loan Documents may be amended pursuant to a Refinancing Amendment, without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Term Loans and Term Loan Commitments subject thereto as Refinancing Term Loans and/or Refinancing Term Commitments), (ii) provide certain class protection to the Lenders and Additional Refinancing Lenders providing such Credit Agreement Refinancing Indebtedness with respect to voluntary prepayments and mandatory prepayments, (iii) make such other changes to this Agreement and the other Credit Loan Documents consistent with the provisions and intent of the fifth paragraph of Section 10.5(g9.02(c) (without the consent of the Requisite Required Lenders called for therein) and (iv) effect such other amendments to this Agreement and the other Credit Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and Parent the Borrower, to effect the provisions of this Section, and the Requisite Required Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment.

Refinancing Amendments. At any time after (x) On not more than four (4) occasions following the Second Restatement Effective Closing Date, Parent the Borrower may obtain obtain, from any Lender or any Additional Refinancing Person approved by both the Borrower and, if not a Lender, Affiliate of a Lender or an Approved Fund, the Administrative Agent (such approval to be unreasonably withheld or delayed) (an “Additional Lender”) Credit Agreement Refinancing Indebtedness in respect of all or any portion of any Class the Term Loans (such Credit Agreement Refinancing Indebtedness in respect of any Loans, a “Refinancing Tranche”) then outstanding under this Agreement (which for purposes of this purpose clause (a) will be deemed to include any then outstanding Refinancing Other Term Loans, Incremental Loans or Extended Loans), in the form of Refinancing Other Term Loans, in each case Loans or Other Term Loan Commitments pursuant to a Refinancing Amendment; provided that such Indebtedness Amendment (i) will rank pari passu or, in right of payment and of security with the other Term Loans and Term Loan Commitments hereunder, (ii) have such pricing and optional prepayment terms as may be agreed by the applicable Borrower and the Lenders thereof and (iii) except as may be agreed to by the Lenders and Additional Refinancing Lenders providing case such Credit Agreement Refinancing Indebtedness consists of notes, pursuant to the other agreements referred to in the respective Refinancing Amendment (but solely as it relates to such Lenders waiving their pro rata share of any applicable prepayment or repayment), each Class 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 last sentence of the other Classes definition of Term LoansCredit Agreement Refinancing Indebtedness and in the case of such notes, it being understood that the amortization schedule applicable to the Refinancing Term Loans Amendment, if entered into, shall be determined by effectuate the applicable Borrower and the Lenders providing the Refinancing Term Loanspurposes set forth in such last sentence of such definition). The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 3.2(a4.01 (and for purposes thereof the incurrence of the Credit Agreement Refinancing Indebtedness shall be deemed to be a Loan Notice) and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) customary legal opinions, board resolutions and officers’ certificates ' certificates, in each case consistent with those delivered on the Second Restatement Effective Closing Date under Section 4.01 (other than changes to such legal opinion opinions resulting from a change in law, change in fact or change to counsel’s 's form of opinion reasonably satisfactory to the Administrative Agent Agent), and (ii) customary reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by Administrative Agent (including Mortgage amendments) in order to ensure that the Refinancing Term Loans are provided with the benefit of the applicable Credit Documentsagreements. Each tranche Refinancing Tranche of Credit Agreement Refinancing Indebtedness incurred under this Section 2.24 2.16(a) shall be in an aggregate principal amount that is (x) not less than $50,000,00025,000,000 and (y) an integral multiple of $1,000,000 in excess thereof. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that this Agreement and that, upon the other Credit Documents may be amended pursuant to a effectiveness of any Refinancing Amendment, without the consent of any other Lenders, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Term Loans and Term Loan Commitments subject thereto as Refinancing Other Term Loans and/or Refinancing Other Term Loan Commitments), (ii) provide certain class protection . The proceeds of any Refinancing Tranche shall be used to the Lenders and Additional Refinancing Lenders providing repay Loans of such Credit Agreement Refinancing Indebtedness with respect to voluntary prepayments and mandatory prepayments, (iii) make such other changes to this Agreement and the other Credit Documents consistent with the provisions and intent of Section 10.5(g) (without the consent of the Requisite Lenders called for therein) and (iv) effect such other amendments to this Agreement and the other Credit Documents as may be necessary or appropriate, in the reasonable opinion of Administrative Agent and Parent Borrower, to effect the provisions of this Section, and the Requisite Lenders hereby expressly authorize Administrative Agent to enter into any such Refinancing AmendmentClass on a pro rata basis.

Refinancing Amendments. (a) At any time after the Second Restatement Effective Bridge Extension Date, Parent the Borrower may obtain obtain, from any Lender or any Additional Refinancing Lender, Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Term Loans then outstanding under this Agreement (which for purposes of this purpose clause (i) will be deemed to include any then outstanding Refinancing Other Term Loans), in the form of Refinancing Term Loans, in each case 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 Term Loans and Term Loan Commitments hereunderbe unsecured, (ii) will have such pricing and optional prepayment terms as may be agreed by the applicable Borrower and the Lenders thereof thereof, and (iii) except as may be agreed to by the Lenders and Additional Refinancing Lenders providing Net Proceeds of such Credit Agreement Refinancing Indebtedness in received by or on behalf of the respective Refinancing Amendment (but solely as it relates to such Lenders waiving their pro rata share Borrower or any of any applicable prepayment or repayment), each Class of Refinancing Term Loans the Restricted Subsidiaries 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) applied, substantially concurrently with all voluntary prepayments and mandatory prepayments of the other Classes of Term Loansincurrence thereof, it being understood that the amortization schedule applicable to the Refinancing Term Loans shall be determined by the applicable Borrower and the Lenders providing the Refinancing prepayment of outstanding Term 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 Section 3.2(a) as agreed between the lenders providing such Credit Agreement Refinancing Indebtedness and the Borrower and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) legal opinions, board resolutions and resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Second Restatement Effective Date under Section 4.01 (other than changes to such legal opinion opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by Administrative Agent (including Mortgage amendments) in order to ensure that the Refinancing Term Loans are provided with the benefit of the applicable Credit DocumentsAgent). Each tranche Class of Credit Agreement Refinancing Indebtedness incurred under this Section 2.24 2.20 shall be in an aggregate principal amount that is not less than $50,000,0005,000,000 and an integral multiple of $1,000,000 in excess thereof (in each case unless the Borrower and the Administrative Agent otherwise 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 this Agreement and that, upon the other Credit Documents may be amended pursuant to a effectiveness of any Refinancing Amendment, without the consent of any other Lenders, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Term Loans and Term Loan Commitments subject thereto as Refinancing Other Term Loans and/or Refinancing Other Term Commitments). Any Refinancing Amendment may, (ii) provide certain class protection to the Lenders and Additional Refinancing Lenders providing such Credit Agreement Refinancing Indebtedness with respect to voluntary prepayments and mandatory prepayments, (iii) make such other changes to this Agreement and the other Credit Documents consistent with the provisions and intent of Section 10.5(g) (without the consent of the Requisite Lenders called for therein) and (iv) any other Lenders, effect such other amendments to this Agreement and the other Credit Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and Parent the Borrower, to effect the provisions of this Section, and the Requisite Lenders hereby expressly authorize Administrative Agent to enter into any such Refinancing AmendmentSection 2.20.

Refinancing Amendments. At any time after (a) After the Second Restatement Effective Date, Parent the Borrower may obtain obtain, from any Lender or any Additional Refinancing Lender, Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Term Loans then outstanding under this Agreement (which for this purpose will be deemed to include any then outstanding Refinancing Term Loans), in the form of Refinancing Term Loans, in each case pursuant to a Refinancing Amendment; provided that there shall be no obligors in respect of any Credit Agreement Refinancing Indebtedness that are not Loan Parties; provided, further that the terms and conditions applicable to such Credit Agreement Refinancing Indebtedness (i) will rank pari passu in right of payment and of security with may provide for any additional or different financial or other covenants or other provisions that are agreed between the other Term Loans and Term Loan Commitments hereunder, (ii) have such pricing and optional prepayment terms as may be agreed by the applicable Borrower and the Lenders thereof and (iii) except as may be agreed to by applicable only during periods after the Lenders and Additional Refinancing Lenders providing Latest Maturity Date that is in effect on the date such Credit Agreement Refinancing Indebtedness in the respective Refinancing Amendment (but solely as it relates to such Lenders waiving their pro rata share of any applicable prepayment is issued, incurred or repayment), each Class of Refinancing Term obtained. Any Other Loans shall be prepaid and repaid may participate on a pro rata basis or on a less than a pro rata basis (but not on a greater than a pro rata basis) with all in any voluntary prepayments and or mandatory prepayments of the other Classes of Term Loanshereunder, it being understood that the amortization schedule applicable to the Refinancing Term Loans shall be determined by as specified in the applicable Borrower and the Lenders providing the Refinancing Term LoansAmendment. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 3.2(a4.2(a) and (b) and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) customary legal opinions, board resolutions and resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Second Restatement Effective Date under Section 4.1 (other than changes to such legal opinion opinions resulting from a change in law, change in fact or change to counsel’s form of opinion opinion) or otherwise reasonably satisfactory to the Administrative Agent Agent) (including, in the case of the Mortgages, mortgage amendments and (ii) reaffirmation agreements and/or such amendments date down endorsements with respect to the Collateral Documents as may be reasonably requested by Administrative Agent (including Mortgage amendments) in order to ensure that the Refinancing Term Loans are provided with the benefit of the applicable Credit Documentstitle insurance policies). Each tranche incurrence of Credit Agreement Refinancing Indebtedness incurred under this Section 2.24 2.14 shall be in an aggregate principal amount that is of not less than $50,000,000. Administrative Agent shall promptly notify each Lender as to 75,000,000.(i) $75,000,000 or (ii) in the effectiveness case of each Refinancing Amendment. Each of the parties hereto hereby agrees that this Agreement and the other Credit Documents may be amended pursuant to a Refinancing Amendment, without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat in respect of Tranche B-2 Loans, $25,000,000 or, if less, the Term Loans and Term Loan Commitments subject thereto as Refinancing Term Loans and/or Refinancing Term Commitments), (ii) provide certain class protection to the Lenders and Additional Refinancing Lenders providing such Credit Agreement Refinancing Indebtedness with respect to voluntary prepayments and mandatory prepayments, (iii) make such other changes to this Agreement and the other Credit Documents consistent with the provisions and intent of Section 10.5(g) (without the consent aggregate outstanding principal amount of the Requisite Lenders called for therein) and (iv) effect such other amendments to this Agreement and the other Credit Documents as may be necessary or appropriate, in the reasonable opinion of Administrative Agent and Parent Borrower, to effect the provisions of this Section, and the Requisite Lenders hereby expressly authorize Administrative Agent to enter into any such Refinancing Amendment.Tranche B-2

Refinancing Amendments. At any time after the Second Restatement Effective Closing Date, Parent the Borrower may obtain obtain, from any Lender or any Additional Refinancing Lender, Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Term theany Class of Loans then outstanding under this Agreement (which for purposes of this purpose Section 2.13 will be deemed to include any then outstanding Refinancing Term Other Loans, Incremental Loans or Extended Loans), in the form of Refinancing Other Loans or Other Term Loans, Commitments in each case 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 Term Loans and Term Loan Commitments hereunder, (ii) will have such pricing pricing, premiums and optional prepayment or redemption terms as may be agreed by the Borrower and the Lenders thereof; (iii) will have a maturity date no earlier than, and will have a Weighted Average Life to Maturity equal to or greater than, the Class of Loans being refinanced and (iv) will have terms and conditions that are substantially identical to, or (taken as a whole) are no more favorable to the lenders or holders providing such Credit Agreement Refinancing Indebtedness than those applicable to the Class of Loans being 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 83 J. Crew – A&R Term Loan Credit Agreement 83 WEIL:\96135034\1\54457.0006 agreed between the Borrower and the Lenders thereof and (iii) except as may be agreed to by applicable only during periods after the Lenders and Additional Refinancing Lenders providing Latest Maturity Date that is in effect on the date such Credit Agreement Refinancing Indebtedness in the respective Refinancing Amendment (but solely as it relates to such Lenders waiving their pro rata share of any applicable prepayment is issued, incurred or repayment), each Class of Refinancing Term obtained. Any Other Loans shall be prepaid and repaid may participate on a pro rata basis or on a less than a pro rata basis (but not on a greater than a pro rata basisbasis (except for prepayments pursuant to Section 2.03(b)(iii)(B))) with all in any voluntary prepayments and or mandatory prepayments of the other Classes of Term Loanshereunder, it being understood that the amortization schedule applicable to the Refinancing Term Loans shall be determined by as specified in the applicable Borrower and the Lenders providing the Refinancing Term LoansAmendment. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 3.2(a) 4.02 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) legal opinions, board resolutions and resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Second Restatement Effective Closing Date under Section 4.01 (other than changes to such legal opinion opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by Administrative Agent (including Mortgage amendments) in order to ensure that the Refinancing Term Loans are provided with the benefit of the applicable Credit DocumentsAgent). Each tranche of Credit Agreement Refinancing Indebtedness incurred under this Section 2.24 2.13 shall be in an aggregate principal amount that is not less than $50,000,000100,000,000. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that this Agreement and that, upon the other Credit Documents may be amended pursuant to a effectiveness of any Refinancing Amendment, without the consent of any other Lenders, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Term Loans and Term Loan Commitments subject thereto as Refinancing Term Other Loans and/or Refinancing Other Term Commitments). Any Refinancing Amendment may, (ii) provide certain class protection to the Lenders and Additional Refinancing Lenders providing such Credit Agreement Refinancing Indebtedness with respect to voluntary prepayments and mandatory prepayments, (iii) make such other changes to this Agreement and the other Credit Documents consistent with the provisions and intent of Section 10.5(g) (without the consent of the Requisite Lenders called for therein) and (iv) any other Lenders, effect such other amendments to this Agreement and the other Credit Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and Parent the Borrower, to effect the provisions of this Section, and Section 2.13. This Section 2.13 shall supersede any provisions in Section 2.11 or 10.01 to the Requisite Lenders hereby expressly authorize Administrative Agent to enter into any such Refinancing Amendmentcontrary.

Refinancing Amendments. (a) At any time after the Second Restatement Effective Closing Date, Parent each Co-Borrower may obtain obtain, from any Lender or any Additional Refinancing Lender, Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Term Loans made to such Co-Borrower then outstanding under this Agreement (which for this purpose will be deemed to include any then outstanding Refinancing Other Term Loans), in the form of Refinancing Other Term LoansLoans or Other Loan Term Commitments, in each case 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 Term Loans and Term Loan Commitments hereunder, (ii) will have such pricing and optional prepayment terms as may be agreed by the applicable Borrower Designated Company and the Lenders thereof and thereof, (iii) except as may be agreed will have a maturity date that is not prior to by the Lenders maturity date of, and Additional Refinancing Lenders 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 in than, the respective Refinanced Debt and (v) the proceeds of such Credit Agreement Refinancing Amendment (but solely as it relates Indebtedness shall be 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 Lenders waiving their pro rata share of Credit Agreement Refinancing Indebtedness may provide for any applicable prepayment additional or repayment), each Class of Refinancing Term Loans shall be prepaid and repaid on a pro rata basis different financial or less than a pro rata basis (but not greater than a pro rata basis) with all voluntary prepayments and mandatory prepayments of other covenants or other provisions that are agreed between the other Classes of Term Loans, it being understood that the amortization schedule applicable to the Refinancing Term Loans shall be determined by the applicable Borrower Designated Company and the Lenders providing thereof and applicable only during periods after the Latest Maturity Date that is in effect on the date such Credit Agreement Refinancing Term LoansIndebtedness 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 Section 3.2(a) 4.03 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) legal opinions, board resolutions and resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Second Restatement Effective Closing Date other than changes to such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by Administrative Agent (including Mortgage amendments) in order to ensure that the Refinancing Term Loans are provided with the benefit of the applicable Credit Documentsunder Section 4.02. Each tranche Class of Credit Agreement Refinancing Indebtedness incurred under this Section 2.24 shall be in an aggregate principal amount that is (x) not less than $50,000,00050,000,000 in the case of Other Term Loans and (y) an integral multiple of $1,000,000 in excess thereof. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that this Agreement and that, upon the other Credit Documents may be amended pursuant to a effectiveness of any Refinancing Amendment, without the consent of any other Lenders, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Term Loans and Term Loan Commitments subject thereto as Refinancing Other Term Loans and/or Refinancing Other Term Loan Commitments). Any Refinancing Amendment may, (ii) provide certain class protection to the Lenders and Additional Refinancing Lenders providing such Credit Agreement Refinancing Indebtedness with respect to voluntary prepayments and mandatory prepayments, (iii) make such other changes to this Agreement and the other Credit Documents consistent with the provisions and intent of Section 10.5(g) (without the consent of the Requisite Lenders called for therein) and (iv) any other Lenders, effect such other amendments to this Agreement and the other Credit Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and Parent Borrowerthe Designated Company, to effect the provisions of this Section, and the Requisite Lenders hereby expressly authorize Administrative Agent to enter into any such Refinancing Amendment.. 148 1087312.03B-CHISR01A1209777.02-CHISR02A - MSW

Refinancing Amendments. At any time after the Second Restatement Effective Closing Date, Parent the Borrower may obtain obtain, from any Lender or any Additional Refinancing Lender, Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Term Loans then outstanding under this Agreement (which for purposes of this purpose Section 2.13 will be deemed to include any then outstanding Refinancing Term Other Loans, Incremental Loans or Extended Loans), in the form of Refinancing Other Loans or Other Term Loans, Commitments in each case 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 Term Loans and Term Loan Commitments hereunder, (ii) will have such pricing pricing, premiums and optional prepayment or redemption terms as may be agreed by the Borrower and the Lenders thereof; (iii) will have a later maturity date than, and will have a Weighted Average Life to Maturity equal to or greater than, the Loans being refinanced and (iv) will have terms and conditions that are substantially identical to, or (taken as a whole) are no more favorable to the lenders or holders providing such Credit Agreement Refinancing Indebtedness than those applicable to the Loans being 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 (iii) except as may be agreed to by applicable only during periods after the Lenders and Additional Refinancing Lenders providing Latest Maturity Date that is in effect on the date such Credit Agreement Refinancing Indebtedness in the respective Refinancing Amendment (but solely as it relates to such Lenders waiving their pro rata share of any applicable prepayment is issued, incurred or repayment), each Class of Refinancing Term obtained. Any Other Loans shall be prepaid and repaid may participate on a pro rata basis or on a less than a pro rata basis (but not on a greater than a pro rata basis) with all in any voluntary prepayments and or mandatory prepayments of the other Classes of Term Loanshereunder, it being understood that the amortization schedule applicable to the Refinancing Term Loans shall be determined by as specified in the applicable Borrower and the Lenders providing the Refinancing Term LoansAmendment. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 3.2(a) 4.02 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) legal opinions, board resolutions and resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Second Restatement Effective Closing Date under Section 4.01 81 J. Crew Term Loan Credit Agreement (other than changes to such legal opinion opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by Administrative Agent (including Mortgage amendments) in order to ensure that the Refinancing Term Loans are provided with the benefit of the applicable Credit DocumentsAgent). Each tranche of Credit Agreement Refinancing Indebtedness incurred under this Section 2.24 2.13 shall be in an aggregate principal amount that is not less than $50,000,000100,000,000. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that this Agreement and that, upon the other Credit Documents may be amended pursuant to a effectiveness of any Refinancing Amendment, without the consent of any other Lenders, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Term Loans and Term Loan Commitments subject thereto as Refinancing Term Other Loans and/or Refinancing Other Term Commitments). Any Refinancing Amendment may, (ii) provide certain class protection to the Lenders and Additional Refinancing Lenders providing such Credit Agreement Refinancing Indebtedness with respect to voluntary prepayments and mandatory prepayments, (iii) make such other changes to this Agreement and the other Credit Documents consistent with the provisions and intent of Section 10.5(g) (without the consent of the Requisite Lenders called for therein) and (iv) any other Lenders, effect such other amendments to this Agreement and the other Credit Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and Parent the Borrower, to effect the provisions of this Section, and Section 2.13. This Section 2.13 shall supersede any provisions in Section 2.11 or 10.01 to the Requisite Lenders hereby expressly authorize Administrative Agent to enter into any such Refinancing Amendmentcontrary.

Refinancing Amendments. At any time after the Second Restatement Effective Closing Date, Parent the Borrower may obtain obtain, from any Lender or any Additional or any Affiliates thereof or any other lender that is an Eligible Assignee (other than in the case of Refinancing LenderNotes), Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Loans, Commitments, Additional Loans, Additional Term Loans Commitments or Additional Revolving Commitments then outstanding under this Agreement (which for this purpose will be deemed to include any then outstanding Refinancing Term Loans), in the form of Refinancing Term LoansFacilities, Refinancing Revolving Facilities or Refinancing Notes, in each case case, other than Refinancing Notes, pursuant to a Refinancing Amendment; provided that such Indebtedness (i) will rank pari passu in right of payment and of security with the other . Any Refinancing Term Loans and Term Loan Commitments hereunder, (ii) have such pricing and optional prepayment terms as may Facility or Refinancing Revolving Facility shall be agreed by the applicable Borrower and the Lenders thereof and (iii) except as may be agreed to by the Lenders and Additional Refinancing Lenders providing such Credit Agreement Refinancing Indebtedness denominated in the respective Refinancing Amendment (but solely same currency as it relates to such Lenders waiving their pro rata share the portion of any applicable prepayment the Loans, Commitments, Additional Loans, Additional Term Commitments or repayment), each Class of Additional Revolving Commitments so refinanced or Dollars or Euros. Any Refinancing Term Loans shall be prepaid and repaid Facility or Refinancing Revolving Facility may NY\6127033.17 participate on a pro rata basis or on a less than a pro rata basis (but not on a greater than a pro rata basis) with all the Term Loan Facilities or Revolving Facilities, as applicable, in any voluntary prepayments and or mandatory prepayments of the other Classes of Term Loans, it being understood that the amortization schedule applicable (and with respect to the Refinancing Term Loans shall be determined by Revolving Facilities, extensions of credit and termination of Commitments) hereunder, as specified in the applicable Borrower and the Lenders providing the Refinancing Term LoansAmendment. 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 Section 3.2(a) 4.02 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) customary legal opinions, board resolutions and resolutions, officers’ certificates and/or reaffirmation agreements generally consistent with those delivered on under Section 4.01 (which in the Second Restatement Effective Date other than case of legal opinions, take into account changes to such legal opinion opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by Administrative Agent (including Mortgage amendments) in order to ensure that the Refinancing Term Loans are provided with the benefit of the applicable Credit DocumentsAgent). Each tranche of Credit Agreement Refinancing Indebtedness incurred under this Section 2.24 2.15 shall (i) be in an aggregate principal amount that is not less than $50,000,00025,000,000 and (ii) with respect to any Refinancing Term Facilities or Refinancing Notes in the case of any Term Loans being refinanced, 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; provided that the requirements of this clause (ii) shall not apply to Credit Agreement Refinancing Indebtedness that constitutes Earlier Maturity Indebtedness to the extent that, after giving effect to such Credit Agreement Refinancing Indebtedness, the aggregate principal amount of all such Earlier Maturity Indebtedness (including any Additional Term A Loans) then outstanding does not exceed $300,000,000. In addition, subject to Section 2.03(j) and Section 2.04(f), to the extent dealing with Swingline Loans and Letters of Credit which mature or expire after a maturity date when there exist Extended Revolving Commitments with a longer maturity date, (x) all Swingline Loans and U.S. Letters of Credit shall be participated on a pro rata basis by all Lenders with Dollar-denominated Revolving Commitments in accordance with their percentage of the U.S. Revolving Commitments, Dollar-denominated Additional Revolving Commitments and Dollar-denominated Extended Revolving Commitments (and, except as provided in Section 2.03(j) or Section 2.04(f), without giving effect to changes thereto on an earlier maturity date with respect to Swingline Loans and U.S. Letters of Credit theretofore incurred or issued) and (y) all Multicurrency Letters of Credit shall be participated on a pro rata basis by all Lenders with Revolving Commitments denominated in an Alternative Currency in accordance with their percentage of the Multicurrency Revolving Commitments, Additional Revolving Commitments denominated in an Alternative Currency and Extended Revolving Commitments denominated in an Alternative Currency (and, except as provided in Section 2.03(j) or Section 2.04(f), without giving effect to changes thereto on an earlier maturity date with respect to Multicurrency Letters of Credit theretofore incurred or issued). The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that this Agreement and the other Credit Documents may be amended pursuant to a Any Refinancing AmendmentAmendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the extent (but only other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the extent) necessary to (i) provisions of this Section 2.15 and reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Term Loans and Term Loan Commitments subject thereto as Refinancing Term Other Loans and/or Refinancing Term Other Commitments). If, (ii) provide certain class protection to in connection with any proposed Refinancing Amendment, the Lenders Administrative Agent and Additional Refinancing Lenders providing the Borrower reasonably determine that such Credit Agreement Refinancing Indebtedness shall be effected by an amendment of all or a portion of 125 NY\6127033.17 the existing Term Loans (in lieu of an equivalent repayment thereof), then upon the payment in cash to each such Lender of the amounts that otherwise would have been payable to such Lender in connection with such Credit Agreement Refinancing Indebtedness (including any applicable premium with respect thereto), such Lender shall be deemed to voluntary prepayments and mandatory prepayments, (iii) make have agreed to a concurrent assignment of an equivalent portion of such Lender’s applicable Term Loans to the Administrative Agent or such other changes Lender as the Borrower and the Administrative Agent may agree (without further action by such Lender) pursuant to Section 10.07 (with the assignment fee and any other costs and expenses to be paid by the Borrower in such instance and without any representation or warranty by such Lender). This Section 2.15 shall supersede any provisions in Section 2.05, Section 2.13 or Section 10.01 to the contrary. The Lenders hereby waive the requirements of any other provision of this Agreement and or any other Loan Document that may otherwise prohibit the other Credit Documents consistent with the provisions and intent Incurrence of any Indebtedness expressly provided for in this Section 10.5(g) (without the consent of the Requisite Lenders called for therein) and (iv) effect such other amendments to this Agreement and the other Credit Documents as may be necessary or appropriate, in the reasonable opinion of Administrative Agent and Parent Borrower, to effect the provisions of this Section, and the Requisite Lenders hereby expressly authorize Administrative Agent to enter into any such Refinancing Amendment2.15.

Refinancing Amendments. (a) At any time after the Second Restatement Effective Closing Date, Parent each Co-Borrower may obtain obtain, from any Lender or any Additional Refinancing Lender, Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Term Loans made to such Co-Borrower then outstanding under this Agreement (which for this purpose will be deemed to include any then outstanding Refinancing Other Term Loans), in the form of Refinancing Other Term LoansLoans or Other Loan Term Commitments, in each case 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 Term Loans and Term Loan Commitments hereunder, (ii) will have such pricing and optional prepayment terms as may be agreed by the applicable Borrower Designated Company and the Lenders thereof and thereof, (iii) except as may be agreed will have a maturity date that is not prior to by the Lenders maturity date of, and Additional Refinancing Lenders 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 in than, the respective Refinanced Debt and (v) the proceeds of such Credit Agreement Refinancing Amendment (but solely as it relates Indebtedness shall be 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 Lenders waiving their pro rata share of Credit Agreement Refinancing Indebtedness may provide for any applicable prepayment additional or repayment), each Class of Refinancing Term Loans shall be prepaid and repaid on a pro rata basis different financial or less than a pro rata basis (but not greater than a pro rata basis) with all voluntary prepayments and mandatory prepayments of other covenants or other provisions that are agreed between the other Classes of Term Loans, it being understood that the amortization schedule applicable to the Refinancing Term Loans shall be determined by the applicable Borrower Designated Company and the Lenders providing thereof and applicable only during periods after the Latest Maturity Date that is in effect on the date such Credit Agreement Refinancing Term LoansIndebtedness 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 Section 3.2(a) 4.03 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) legal opinions, board resolutions and resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Second Restatement Effective Closing Date other than changes to such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by Administrative Agent (including Mortgage amendments) in order to ensure that the Refinancing Term Loans are provided with the benefit of the applicable Credit Documentsunder Section 4.02. Each tranche Class of Credit Agreement Refinancing Indebtedness incurred under this Section 2.24 shall be in an aggregate principal amount that is (x) not less than $50,000,00050,000,000 in the case of Other Term Loans and (y) an integral multiple of $1,000,000 in excess thereof. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that this Agreement and that, upon the other Credit Documents may be amended pursuant to a effectiveness of any Refinancing Amendment, without the consent of any other Lenders, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Term Loans and Term Loan Commitments subject thereto as Refinancing Other Term Loans and/or Refinancing Other Term Loan Commitments). Any Refinancing Amendment may, (ii) provide certain class protection to the Lenders and Additional Refinancing Lenders providing such Credit Agreement Refinancing Indebtedness with respect to voluntary prepayments and mandatory prepayments, (iii) make such other changes to this Agreement and the other Credit Documents consistent with the provisions and intent of Section 10.5(g) (without the consent of the Requisite Lenders called for therein) and (iv) any other Lenders, effect such other amendments to this Agreement and the other Credit Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and Parent Borrowerthe Designated Company, to effect the provisions of this Section, and the Requisite Lenders hereby expressly authorize Administrative Agent to enter into any such Refinancing Amendment.

Refinancing Amendments. At any time after the Second Restatement Third Amendment Effective Date, Parent the Borrower may obtain from any Lender or any Additional Refinancing Lender, Lender Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Term Loans then outstanding under this Agreement (which for this purpose will be deemed to include any then outstanding Refinancing Other Term Loans), in the form of Refinancing Other Term LoansLoans or Other Term Commitments, in each case 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 Term Loans and Term Loan Commitments hereunder, (ii) have such pricing and optional prepayment terms as may be agreed by the applicable Borrower and the Lenders thereof and thereof, (iii) except as otherwise provided in Section 2.05(b)(ii)(B) or as may be agreed to by the Lenders and Additional Refinancing Lenders providing such Credit Agreement Refinancing Indebtedness in the respective Refinancing Amendment (but solely as it relates to such Lenders Credit Agreement Refinancing Indebtedness waiving their pro rata share of any applicable prepayment or repayment), each Class of Refinancing Other Term Loans shall be prepaid and repaid (or offered to be repaid in the case of Section 2.05(c)) 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 (other than amortization payments) of the other Classes of Term LoansLoans and (iv) otherwise be treated hereunder no more favorably, it being understood including with respect to covenants and events of default, than the Refinanced Debt; provided further that the amortization schedule 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 Refinancing Term Loans shall be determined by the applicable Borrower and the Lenders providing thereof and applicable only during periods after the Latest Maturity Date that is in effect on the date such Credit Agreement Refinancing Term LoansIndebtedness 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 Section 3.2(aSections 4.01 (i), (j) and (k) and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Second Restatement Effective Closing Date other than changes to such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments reasonably satisfactory to the Collateral Documents as may be reasonably requested by Administrative Agent (including Mortgage amendments) in order to ensure that the Refinancing Term Loans are provided with the benefit of the applicable Credit DocumentsAgent. Each tranche of Credit Agreement Refinancing Indebtedness incurred under this Section 2.24 2.15 shall be in an aggregate principal amount that is not less than $50,000,000. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that this Agreement and that, upon the other Credit Documents may be amended pursuant to a effectiveness of any Refinancing Amendment, without the consent of any other Lenders, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Term Loans and Term Loan Commitments subject thereto as Refinancing Other Term Loans and/or Refinancing Other Term Commitments), (ii) provide certain class protection to the Lenders and Additional Refinancing Lenders providing such Credit Agreement Refinancing Indebtedness with respect to voluntary prepayments and mandatory prepayments, prepayments and (iii) make such other changes to this Agreement and the other Credit Loan Documents consistent with the provisions and intent of the second paragraph of Section 10.5(g) (10.01. Any Refinancing Amendment may, without the consent of the Requisite Lenders called for therein) and (iv) any other Lenders, effect such other amendments to this Agreement and the other Credit Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and Parent the Borrower, to effect the provisions of this Section, and the Requisite Required Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment.”.

Refinancing Amendments. At any time after the Second Restatement Effective Date, Parent the Borrower may obtain from any Lender or any Additional Refinancing Lender, Lender Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Term Loans then outstanding under this Agreement (which for this purpose will be deemed to include any then outstanding Refinancing Term Loans), in the form of Refinancing Term Loans, in each case 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 Term Loans and Term Loan Commitments hereunder, (ii) have such pricing and optional prepayment terms as may be agreed by the applicable Borrower and the Lenders thereof and thereof, (iii) except as may be agreed to by the Lenders and Additional Refinancing Lenders providing such Credit Agreement Refinancing Indebtedness in the respective Refinancing Amendment (but solely as it relates to such Lenders waiving their pro rata share of any applicable prepayment or repayment), each Class 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 applicable Borrower and the Lenders providing the Refinancing Term LoansLoans and (iv) except as provided in clauses (ii) and (iii) above or as provided below, shall have covenants, events of default, guarantees, collateral and other terms which are substantially identical to, or less favorable to the Lenders of such Refinancing Term Loans 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. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 3.2(aSections 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 and officers’ certificates consistent with those delivered on the Second Restatement Effective Closing Date other than changes to such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent (including Mortgage amendments) in order to ensure that the Refinancing Term Loans are provided with the benefit of the applicable Credit Loan Documents. Each tranche of Credit Agreement Refinancing Indebtedness incurred under this Section 2.24 2.15 shall be in an aggregate principal amount that is not less than $50,000,000. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that this Agreement and the other Credit Loan Documents may be amended pursuant to a Refinancing Amendment, without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Term Loans and Term Loan Commitments subject thereto as Refinancing Term Loans and/or Refinancing Term Commitments), (ii) provide certain class protection to the Lenders and Additional Refinancing Lenders providing such Credit Agreement Refinancing Indebtedness with respect to voluntary prepayments and mandatory prepayments, (iii) make such other changes to this Agreement and the other Credit Loan Documents consistent with the provisions and intent of the third paragraph of Section 10.5(g) 10.01 (without the consent of the Requisite Required Lenders called for therein) and (iv) effect such other amendments to this Agreement and the other Credit Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and Parent the Borrower, to effect the provisions of this Section, and the Requisite Required Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment.

Refinancing Amendments. (a) At any time after the Second Restatement Effective Date, Parent the Borrower may obtain obtain, from any Lender or any Additional Refinancing Lender, Credit Agreement Refinancing Indebtedness in respect of (i) all or any portion of the Term Loans then outstanding under this Agreement (which for purposes of this purpose clause (i) will be deemed to include any then outstanding Refinancing Other First Lien Term Loans)) and (ii) all or any portion of First Lien Incremental Equivalent Debt, in the form of Refinancing Other First Lien Term LoansLoans or Other First Lien Term Commitments, as the case may be, in each case pursuant to a Refinancing Amendment; provided that such Credit Agreement Refinancing Indebtedness (i) will rank be unsecured or will be secured by the Collateral on a pari passu in right of payment and of security or junior basis with the other Term Loans Secured Obligations (and Term Loan Commitments hereunderif 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 applicable Borrower and the Lenders thereof thereof, and (iii) except as may be agreed to by the Lenders and Additional Refinancing Lenders providing Net Proceeds of such Credit Agreement Refinancing Indebtedness in shall be applied, substantially concurrently with the respective Refinancing Amendment (but solely as it relates incurrence thereof, to such Lenders waiving their pro rata share the prepayment of any applicable prepayment or repayment), each Class of Refinancing outstanding Term Loans shall be prepaid being so refinanced or the prepayment, satisfaction and repaid on a pro rata basis discharge or less than a pro rata basis (but not greater than a pro rata basis) with all voluntary prepayments and mandatory prepayments redemption of outstanding First Lien Incremental Equivalent Debt, as the other Classes of Term Loans, it being understood that the amortization schedule applicable to the Refinancing Term Loans shall be determined by the applicable Borrower and the Lenders providing the Refinancing Term Loanscase 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 Section 3.2(a) 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 (i) legal opinions, board resolutions and resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Second Restatement Effective Date under Section 4.01 (other than changes to such legal opinion opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the First Lien Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by Administrative Agent (including Mortgage amendments) in order to ensure that the Refinancing Term Loans are provided with the benefit of the applicable Credit DocumentsAgent). Each tranche Class of Credit Agreement Refinancing Indebtedness incurred under this Section 2.24 2.21 shall be in an aggregate principal amount that is (x) not less than $50,000,00010,000,000 in the case of Other Term 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). 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 this Agreement and that, upon the other Credit Documents may be amended pursuant to a effectiveness of any Refinancing Amendment, without the consent of any other Lenders, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Term Loans and Term Loan Commitments subject thereto as Refinancing Other First Lien Term Loans and/or Refinancing Other First Lien Term Commitments). Any Refinancing Amendment may, (ii) provide certain class protection to the Lenders and Additional Refinancing Lenders providing such Credit Agreement Refinancing Indebtedness with respect to voluntary prepayments and mandatory prepayments, (iii) make such other changes to this Agreement and the other Credit Documents consistent with the provisions and intent of Section 10.5(g) (without the consent of the Requisite Lenders called for therein) and (iv) any other Lenders, effect such other amendments to this Agreement and the other Credit First Lien Loan Documents as may be necessary or appropriate, in the reasonable opinion of the First Lien Administrative Agent and Parent the Borrower, to effect the provisions of this Section, and the Requisite Lenders hereby expressly authorize Administrative Agent to enter into any such Refinancing Amendment.Section 2.21

Refinancing Amendments. At any time after After the Second Restatement Effective Closing Date, Parent the Borrower may obtain obtain, from any Lender or any Additional Refinancing Lender, Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Term Loans then outstanding under this Agreement (which for purposes of this purpose Section 2.15 will be deemed to include any then outstanding Refinancing Term Loans), in the form of Refinancing Other Term Loans, New Term Loans, Extended Term Loans) in each case pursuant to a Refinancing Amendment; provided that there shall be no obligors in respect of any Credit Agreement Refinancing Indebtedness that are not Loan Parties; provided, further that the terms and conditions applicable to such Credit Agreement Refinancing Indebtedness (i) will rank pari passu in right of payment and of security with may provide for any additional or different financial or other covenants or other provisions that are agreed between the other Term Loans and Term Loan Commitments hereunder, (ii) have such pricing and optional prepayment terms as may be agreed by the applicable Borrower and the Lenders thereof and (iii) except as may be agreed to by applicable only during periods after the Lenders and Additional Refinancing Lenders providing Latest Maturity Date that is in effect on the date such Credit Agreement Refinancing Indebtedness in the respective Refinancing Amendment (but solely as it relates to such Lenders waiving their pro rata share of any applicable prepayment is issued, incurred or repayment), each Class of Refinancing obtained. Any Other Term Loans shall be prepaid and repaid may participate on a pro rata basis or on a less than a pro rata basis (but not on a greater than a pro rata basis) with all in any voluntary prepayments and or mandatory prepayments of the other Classes of Term Loanshereunder, it being understood that the amortization schedule applicable to the Refinancing Term Loans shall be determined by as specified in the applicable Borrower and the Lenders providing the Refinancing Term LoansAmendment. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 3.2(a) 4.02 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) customary legal opinions, board resolutions and resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Second Restatement Effective Closing Date under Section 4.01 (other than changes to such legal opinion opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by Administrative Agent (including Mortgage amendments) in order to ensure that the Refinancing Term Loans are provided with the benefit of the applicable Credit DocumentsAgent). Each tranche incurrence of Credit Agreement Refinancing Indebtedness incurred under this Section 2.24 2.15 shall be in an aggregate principal amount that is of not less than $50,000,000. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that this Agreement and that, upon the other Credit Documents may be amended pursuant to a effectiveness of any Refinancing Amendment, without the consent of any other Lenders, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Term Loans and Term Loan Commitments subject thereto as Refinancing Other Term Loans and/or Refinancing Other Term Commitments). Any Refinancing Amendment may, (ii) provide certain class protection to the Lenders and Additional Refinancing Lenders providing such Credit Agreement Refinancing Indebtedness with respect to voluntary prepayments and mandatory prepayments, (iii) make such other changes to this Agreement and the other Credit Documents consistent with the provisions and intent of Section 10.5(g) (without the consent of the Requisite Lenders called for therein) and (iv) any other Lenders, effect such other amendments to this Agreement and the other Credit Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and Parent the Borrower, to effect the provisions of this SectionSection 2.15. This Section 2.15 shall supersede any provisions in Section 2.13 or 10.01 to the contrary. It is understood that (w) any Lender approached to provide all or a portion of Credit Agreement Refinancing Indebtedness may elect or decline, and in its sole discretion, to provide such Credit Agreement Refinancing Indebtedness (it being understood that there is no obligation to approach any existing Lenders to provide any Other Term Commitment) (x) the Requisite Lenders hereby expressly authorize Administrative Agent shall have consented (such consent not to enter into be unreasonably withheld) to such Person’s providing such Credit Agreement Refinancing Indebtedness if such consent would be required under Section 10.07 for an assignment of Loans or Commitments to such Person and (y) any Affiliated Lender providing an Other Term Commitment shall be subject to the same restrictions set forth in Section 10.07(h) as they would otherwise be subject to with respect to any purchase by or assignment to such Refinancing AmendmentAffiliated Lender of Term Loans.

Refinancing Amendments. At any time after After the Second Restatement Effective Date, Parent the Borrower may obtain obtain, from any Lender or any Additional Refinancing Lender, Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Term Loans then outstanding under this Agreement (which for this purpose will be deemed to include any then outstanding Refinancing Term Loans), in the form of Refinancing Term Loans, in each case pursuant to a Refinancing Amendment; provided that there shall be no obligors in respect of any Credit Agreement Refinancing Indebtedness that are not Loan Parties; provided, further that the terms and conditions applicable to such Credit Agreement Refinancing Indebtedness (i) will rank pari passu in right of payment and of security with may provide for any additional or different financial or other covenants or other provisions that are agreed between the other Term Loans and Term Loan Commitments hereunder, (ii) have such pricing and optional prepayment terms as may be agreed by the applicable Borrower and the Lenders thereof and (iii) except as may be agreed to by applicable only during periods after the Lenders and Additional Refinancing Lenders providing Latest Maturity Date that is in effect on the date such Credit Agreement Refinancing Indebtedness in the respective Refinancing Amendment (but solely as it relates to such Lenders waiving their pro rata share of any applicable prepayment is issued, incurred or repayment), each Class of Refinancing Term obtained. Any Other Loans shall be prepaid and repaid may participate on a pro rata basis or on a less than a pro rata basis (but not on a greater than a pro rata basis) with all in any voluntary prepayments and or mandatory prepayments of the other Classes of Term Loanshereunder, it being understood that the amortization schedule applicable to the Refinancing Term Loans shall be determined by as specified in the applicable Borrower and the Lenders providing the Refinancing Term LoansAmendment. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 3.2(a) 4.2 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) customary legal opinions, board resolutions and resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Second Restatement Effective Date under Section 4.1 (other than changes to such legal opinion opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent Agent) (including, in the case of the Mortgages, mortgage amendments and (ii) reaffirmation agreements and/or such amendments date down endorsements with respect to the Collateral Documents as may be reasonably requested by Administrative Agent (including Mortgage amendments) in order to ensure that the Refinancing Term Loans are provided with the benefit of the applicable Credit Documentstitle insurance policies). Each tranche incurrence of Credit Agreement Refinancing Indebtedness incurred under this Section 2.24 2.14 shall be in an aggregate principal amount that is of not less than $50,000,00075,000,000. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that this Agreement and that, upon the other Credit Documents may be amended pursuant to a effectiveness of any Refinancing Amendment, without the consent of any other Lenders, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Term Loans and Term Loan Commitments subject thereto as Refinancing Term Other Loans and/or Refinancing Term Other Commitments). Any Refinancing Amendment may, (ii) provide certain class protection to the Lenders and Additional Refinancing Lenders providing such Credit Agreement Refinancing Indebtedness with respect to voluntary prepayments and mandatory prepayments, (iii) make such other changes to this Agreement and the other Credit Documents consistent with the provisions and intent of Section 10.5(g) (without the consent of any Person other than the Requisite Administrative Agent, the Borrower and the Lenders called for therein) and (iv) providing the applicable Credit Agreement Refinancing Indebtedness, effect such other amendments to this Agreement and the other Credit Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and Parent the Borrower, to effect the provisions of this SectionSection 2.14. This Section 2.14 shall supersede any provisions in Section 12.7 or 12.1 to the contrary. It is understood that (x) any Lender approached to provide all or a portion of Credit Agreement Refinancing Indebtedness may elect or decline, in its sole discretion, to provide such Credit Agreement Refinancing Indebtedness (it being understood that there is no obligation to approach any existing Lenders to provide any Other Commitment), and (y) the Requisite Lenders hereby expressly authorize Administrative Agent shall have consented (such consent not to enter into any be unreasonably withheld, delayed or conditioned) to such Person’s providing such Credit Agreement Refinancing AmendmentIndebtedness if such consent would be required under Section 12.2 for an assignment of Loans or Commitments to such Person.

Refinancing Amendments. At any time after After the Second Restatement Effective Date, Parent the Borrower may obtain obtain, from any Lender or any Additional Refinancing Lender, Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Term Loans and Commitments then outstanding under this Agreement (which for this purpose will be deemed to include any then outstanding Refinancing Term Loans), in the form of Refinancing Term Loans, in each case pursuant to a Refinancing Amendment; provided that there shall be no obligors in respect of any Credit Agreement Refinancing Indebtedness that are not Loan Parties; provided, further that the terms and conditions applicable to such Credit Agreement Refinancing Indebtedness (i) will rank pari passu in right of payment and of security with may provide for any additional or different financial or other covenants or other provisions that are agreed between the other Term Loans and Term Loan Commitments hereunder, (ii) have such pricing and optional prepayment terms as may be agreed by the applicable Borrower and the Lenders thereof and (iii) except as may be agreed to by applicable only during periods after the Lenders and Additional Refinancing Lenders providing Latest Maturity Date that is in effect on the date such Credit Agreement Refinancing Indebtedness in the respective Refinancing Amendment (but solely as it relates to such Lenders waiving their pro rata share of any applicable prepayment is issued, incurred or repayment), each Class of Refinancing Term obtained. Any 107 Other Loans shall be prepaid and repaid may participate on a pro rata basis or on a less than a pro rata basis (but not on a greater than a pro rata basis) with all in any voluntary prepayments and or mandatory prepayments of the other Classes of Term Loanshereunder, it being understood that the amortization schedule applicable to the Refinancing Term Loans shall be determined by as specified in the applicable Borrower and the Lenders providing the Refinancing Term LoansAmendment. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 3.2(a4.2(b) and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) customary legal opinions, board resolutions and resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Second Restatement Effective Date under Section 4.1 (other than changes to such legal opinion opinions resulting from a change in law, change in fact or change to counsel’s form of opinion opinion) or otherwise reasonably satisfactory to the Administrative Agent Agent) (including, in the case of the Mortgages, mortgage amendments and (ii) reaffirmation agreements and/or such amendments date down endorsements with respect to the Collateral Documents as may be reasonably requested by Administrative Agent (including Mortgage amendments) in order to ensure that the Refinancing Term Loans are provided with the benefit of the applicable Credit Documentstitle insurance policies). Each tranche incurrence of Credit Agreement Refinancing Indebtedness incurred under this Section 2.24 2.18 shall be in an aggregate principal amount that is of not less than $50,000,00075,000,000. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that this Agreement and that, upon the other Credit Documents may be amended pursuant to a effectiveness of any Refinancing Amendment, without the consent of any other Lenders, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Term Loans and Term Loan Commitments subject thereto as Refinancing Term Other Loans and/or Refinancing Term Other Commitments). Any Refinancing Amendment may, (ii) provide certain class protection to the Lenders and Additional Refinancing Lenders providing such Credit Agreement Refinancing Indebtedness with respect to voluntary prepayments and mandatory prepayments, (iii) make such other changes to this Agreement and the other Credit Documents consistent with the provisions and intent of Section 10.5(g) (without the consent of any Person other than the Requisite Administrative Agent, the Borrower and the Lenders called for therein) and (iv) providing the applicable Credit Agreement Refinancing Indebtedness, effect such other amendments to this Agreement and the other Credit Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and Parent the Borrower, to effect the provisions of this SectionSection 2.18. This Section 2.18 shall supersede any provisions in Section 12.7 or 12.1 to the contrary. It is understood that (x) any Lender approached to provide all or a portion of Credit Agreement Refinancing Indebtedness may elect or decline, in its sole discretion, to provide such Credit Agreement Refinancing Indebtedness (it being understood that there is no obligation to approach any existing Lenders to provide any Other Commitment), and (y) the Requisite Lenders hereby expressly authorize Administrative Agent shall have consented (such consent not to enter into any be unreasonably withheld, delayed or conditioned) to such Person’s providing such Credit Agreement Refinancing AmendmentIndebtedness if such consent would be required under Section 12.2 for an assignment of Loans or Commitments to such Person.

Refinancing Amendments. At any time after After the Second Restatement Effective Date, Parent the Borrower may obtain obtain, from any Lender or any Additional Refinancing Lender, Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Term Loans and Commitments then outstanding under this Agreement (which for this purpose will be deemed to include any then outstanding Refinancing Term Loans), in the form of Refinancing Term Loans, in each case pursuant to a Refinancing Amendment; provided that there shall be no obligors in respect of any Credit Agreement Refinancing Indebtedness that are not Loan Parties; provided, further that the terms and conditions applicable to such Credit Agreement Refinancing Indebtedness (i) will rank pari passu in right of payment and of security with may provide for any additional or different financial or other covenants or other provisions that are agreed between the other Term Loans and Term Loan Commitments hereunder, (ii) have such pricing and optional prepayment terms as may be agreed by the applicable Borrower and the Lenders thereof and (iii) except as may be agreed to by applicable only during periods after the Lenders and Additional Refinancing Lenders providing Latest Maturity Date that is in effect on the date such Credit Agreement Refinancing Indebtedness in the respective Refinancing Amendment (but solely as it relates to such Lenders waiving their pro rata share of any applicable prepayment is issued, incurred or repayment), each Class of Refinancing Term obtained. Any Other Loans shall be prepaid and repaid may participate on a pro rata basis or on a less than a pro rata basis (but not on a greater than a pro rata basis) with all in any voluntary prepayments and or mandatory prepayments of the other Classes of Term Loanshereunder, it being understood that the amortization schedule applicable to the Refinancing Term Loans shall be determined by as specified in the applicable Borrower and the Lenders providing the Refinancing Term LoansAmendment. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 3.2(a) 4.2 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) customary legal opinions, board resolutions and resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Second Restatement Effective Date under Section 4.1 (other than changes to such legal opinion opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent Agent) (including, in the case of the Mortgages, mortgage amendments and (ii) reaffirmation agreements and/or such amendments date down endorsements with respect to the Collateral Documents as may be reasonably requested by Administrative Agent (including Mortgage amendments) in order to ensure that the Refinancing Term Loans are provided with the benefit of the applicable Credit Documentstitle insurance policies). Each tranche incurrence of Credit Agreement Refinancing Indebtedness incurred under this Section 2.24 2.18 shall be in an aggregate principal amount that is of not less than $50,000,00075,000,000. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that this Agreement and that, upon the other Credit Documents may be amended pursuant to a effectiveness of any Refinancing Amendment, without the consent of any other Lenders, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Term Loans and Term Loan Commitments subject thereto as Refinancing Term Other Loans and/or Refinancing Term Other Commitments). Any Refinancing Amendment may, (ii) provide certain class protection to the Lenders and Additional Refinancing Lenders providing such Credit Agreement Refinancing Indebtedness with respect to voluntary prepayments and mandatory prepayments, (iii) make such other changes to this Agreement and the other Credit Documents consistent with the provisions and intent of Section 10.5(g) (without the consent of any Person other than the Requisite Administrative Agent, the Borrower and the Lenders called for therein) and (iv) providing the applicable Credit Agreement Refinancing Indebtedness, effect such other amendments to this Agreement and the other Credit Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and Parent the Borrower, to effect the provisions of this SectionSection 2.18. This Section 2.18 shall supersede any provisions in Section 12.7 or 12.1 to the contrary. It is understood that (x) any Lender approached to provide all or a portion of Credit Agreement Refinancing Indebtedness may elect or decline, in its sole discretion, to provide such Credit Agreement Refinancing Indebtedness (it being understood that there is no obligation to approach any existing Lenders to provide any Other Commitment), and (y) the Requisite Lenders hereby expressly authorize Administrative Agent shall have consented (such consent not to enter into any be unreasonably withheld, delayed or conditioned) to such Person’s providing such Credit Agreement Refinancing AmendmentIndebtedness if such consent would be required under Section 12.2 for an assignment of Loans or Commitments to such Person.