Common use of Refinancing Amendments Clause in Contracts

Refinancing Amendments. At any time and from time to time, the Borrower Parties may obtain, from any Lender or any Additional Lender, Credit Agreement Refinancing Indebtedness in respect of all of the Loans and Commitments then outstanding under this Agreement, in each case, pursuant to a Refinancing 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) such consent would be required with regard to the identity of potential lenders pursuant to Section 9.04, such consent not to be unreasonably withheld, delayed or conditioned, and (ii) the Administrative Agent, the Swingline Lender and such Issuing Banks shall remain in such capacity in connection with the Replacement Revolving Commitments). The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.01 (including, solely to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of customary legal opinions, board resolutions, officers’ certificates or reaffirmation agreements consistent with those delivered on the First Restatement Effective Date under Section 4.02 (other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to 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, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Replacement Revolving Commitments established pursuant thereto. Any Refinancing Amendment may, without the consent of any person other than the Administrative Agent, the Swingline Lender, the Issuing Banks, the Borrower and the Lenders providing the applicable Credit Agreement Refinancing Indebtedness, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, the Swingline Lender, the Issuing Banks and the Borrower Parties, to effect the provisions of this Section 2.22. This Section 2.22 shall supersede any provisions in Section 9.08 (other than Section 9.08(b)(ix)) 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 Administrative Agent, the Swingline Lender and each Issuing Bank shall have consented (such consent not to be unreasonably withheld, delayed or conditioned) to such person’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 and from time to time(a) On one or more occasions after the Closing Date, the Borrower Parties may obtain, from any Lender or any other bank, financial institution or other institutional lender or investor that agrees to provide any portion of Refinancing Term Loans pursuant to a Refinancing Amendment in accordance with this Section 2.15 (each, an “Additional Refinancing Lender”) (provided that (i) the Administrative Agent shall have consented (not to be unreasonably withheld or delayed) to such Lender’s or Additional Refinancing Lender’s making such Refinancing Term Loans to the extent such consent, if any, would be required under Section 10.07(b) for an assignment of Loans, as applicable, to such Lender or Additional Refinancing Lender and (ii) with respect to Refinancing Term Loans, any Affiliated Refinancing Lender providing an Refinancing Term Loans shall be subject to the same restrictions set forth in Section 10.07(l) as they would otherwise be subject to with respect to any purchase by or assignment to such Affiliated Lender of Term Loans), Credit Agreement Refinancing Indebtedness in respect of all or any portion of the any Class of Term Loans and Commitments then outstanding under this Agreement, in each casethe form of Refinancing Term Loans or Refinancing Term Commitments, pursuant to a Refinancing Amendment establishing replacement revolving commitments hereunder Amendment. (“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 (ib) such consent would be required with regard to the identity of potential lenders pursuant to Section 9.04, such consent not to be unreasonably withheld, delayed or conditioned, and (ii) the Administrative Agent, the Swingline Lender and such Issuing Banks shall remain in such capacity in connection with the Replacement Revolving Commitments). The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.01 (including4.02 and, solely to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) customary legal opinions, board resolutions, resolutions and officers’ certificates or reaffirmation agreements consistent with those delivered on the First Restatement Effective Closing Date under Section 4.02 (other than changes to such legal opinions opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent)). The Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Credit Agreement Refinancing Indebtedness is provided with the benefit of the applicable Loan Documents. (c) Each issuance of Credit Agreement Refinancing Indebtedness under Section 2.15(a) shall promptly notify each Lender as to the effectiveness be in an aggregate principal amount that is (x) not less than $20,000,000 and (y) an integral multiple of each Refinancing Amendment. $1,000,000 in excess thereof. (d) Each of the parties hereto hereby agrees that, upon that this Agreement and the effectiveness of any other Loan Documents may be amended pursuant to a Refinancing Amendment, this Agreement shall be deemed amended without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Replacement Revolving Commitments established Credit Agreement Refinancing Indebtedness incurred pursuant thereto. Any Refinancing Amendment may, thereto and (ii) make such other changes to this Agreement and the other Loan Documents consistent with the provisions and intent of the third paragraph of Section 10.01 (without the consent of any person other than the Administrative Agent, the Swingline Lender, the Issuing Banks, the Borrower Required Lenders called for therein) and the Lenders providing the applicable Credit Agreement Refinancing Indebtedness, (iii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, the Swingline Lender, the Issuing Banks Agent and the Borrower PartiesBorrower, to effect the provisions of this Section 2.22. This Section 2.22 shall supersede any provisions in Section 9.08 (other than Section 9.08(b)(ix)) to 2.15, and 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 Required Lenders to provide any Replacement Revolving Commitments) and (b) hereby expressly authorize the Administrative Agent, the Swingline Lender and each Issuing Bank shall have consented (Agent to enter into any such consent not to be unreasonably withheld, delayed or conditioned) to such person’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 personRefinancing Amendment.

Refinancing Amendments. At any time and from time to time(a) On one or more occasions after the Closing Date, the Borrower Parties may obtain, from any Lender or any Additional Lenderother bank, Credit Agreement financial institution or other institutional lender or investor that agrees to provide any portion of Refinancing Indebtedness in respect of all of the Term Loans and Commitments then outstanding under this Agreement, in each case, pursuant to a Refinancing Amendment establishing replacement revolving commitments hereunder in accordance with this Section 2.15 (each, an “Replacement Revolving CommitmentsAdditional Refinancing Lender”). 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 ) (provided that the Administrative Agent, the Swingline Lender and the Issuing Banks Agent shall have consented (to the extent (i) such consent would be required with regard to the identity of potential lenders pursuant to Section 9.04, such consent not to be unreasonably withheldwithheld or delayed) to such Lender’s or Additional Refinancing Lender’s making such Refinancing Term Loans to the extent such consent, delayed if any, would be required under Section 10.07(b) for an assignment of Loans to such Lender or conditioned, and Additional Refinancing Lender. (iib) the Administrative Agent, the Swingline Lender and such Issuing Banks shall remain in such capacity in connection with the Replacement Revolving Commitments). The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.01 (including4.02 and, solely to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) customary legal opinions, board resolutions, resolutions and officers’ certificates or reaffirmation agreements consistent with those delivered on the First Restatement Effective Closing Date under Section 4.02 (other than changes to such legal opinions opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent)). The Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Credit Agreement Refinancing Indebtedness is provided with the benefit of the applicable Loan Documents. (c) Each issuance of Credit Agreement Refinancing Indebtedness under Section 2.15(a) shall promptly notify each Lender as to the effectiveness be in an aggregate principal amount that is (x) not less than $10,000,000 and (y) an integral multiple of each Refinancing Amendment. $1,000,000 in excess thereof. (d) Each of the parties hereto hereby agrees that, upon that this Agreement and the effectiveness of any other Loan Documents may be amended pursuant to a Refinancing Amendment, this Agreement shall be deemed amended without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Replacement Revolving Commitments established Credit Agreement Refinancing Indebtedness incurred pursuant thereto. Any Refinancing Amendment may, thereto and (ii) make such other changes to this Agreement and the other Loan Documents consistent with the provisions and intent of the second paragraph of Section 10.01 (without the consent of any person other than the Administrative Agent, the Swingline Lender, the Issuing Banks, the Borrower Required Lenders called for therein) and the Lenders providing the applicable Credit Agreement Refinancing Indebtedness, (iii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, the Swingline Lender, the Issuing Banks Agent and the Borrower PartiesBorrower, to effect the provisions of this Section 2.22. This Section 2.22 shall supersede any provisions in Section 9.08 (other than Section 9.08(b)(ix)) to 2.15, and 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 Required Lenders to provide any Replacement Revolving Commitments) and (b) hereby expressly authorize the Administrative Agent, the Swingline Lender and each Issuing Bank shall have consented (Agent to enter into any such consent not to be unreasonably withheld, delayed or conditioned) to such person’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 personRefinancing Amendment.

Refinancing Amendments. At any time and from time to time(a) On one or more occasions after the Closing Date, the Borrower Parties 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 AgreementAgreement (which for purposes of this Section 2.15(a) will be deemed to include any then outstanding Refinancing Term Loans or Incremental Term Loans), in each case, the form of Refinancing Term Loans or Refinancing Term Commitments pursuant to a Refinancing Amendment establishing replacement revolving commitments hereunder (“Replacement Revolving Commitments”)Amendment. The terms of any Replacement Revolving Commitments No Lender shall be as agreed between the Borrower Parties and the lenders thereofobligated to provide any Credit Agreement Refinancing Indebtedness, and shall be subject to the consent of the Administrative Agent, the Swingline Lender and the Issuing Banks unless it so agrees. (to the extent (ib) such consent would be required with regard to the identity of potential lenders pursuant to Section 9.04, such consent not to be unreasonably withheld, delayed or conditioned, and (ii) the Administrative Agent, the Swingline Lender and such Issuing Banks shall remain in such capacity in connection with the Replacement Revolving Commitments). The effectiveness of any Refinancing Amendment shall be subject to the satisfaction (or waiver in accordance with the terms of such Refinancing Amendment) on the date thereof of each of the conditions set forth in Section 4.01 (including4.02 and, solely to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) customary legal opinions, board resolutions, resolutions and officers’ certificates or reaffirmation agreements consistent with those delivered on the First Restatement Effective Closing Date under Section 4.02 (other than changes to such legal opinions opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent)). The Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Credit Agreement Refinancing Indebtedness is provided with the benefit of the applicable Loan Documents. (c) Each issuance of Credit Agreement Refinancing Indebtedness under Section 2.15(a) shall promptly notify each Lender as to the effectiveness be in an aggregate principal amount that is (x) not less than $10,000,000 and (y) an integral multiple of each Refinancing Amendment. $1,000,000 in excess thereof. (d) Each of the parties hereto hereby agrees that, upon that this Agreement and the effectiveness of any other Loan Documents may be amended pursuant to a Refinancing Amendment, this Agreement shall be deemed amended without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Replacement Revolving Commitments established Credit Agreement Refinancing Indebtedness incurred pursuant thereto. Any Refinancing Amendment may, thereto and (ii) make such other changes to this Agreement and the other Loan Documents consistent with the provisions and intent of the third paragraph of Section 10.01 (without the consent of any person other than the Administrative Agent, the Swingline Lender, the Issuing Banks, the Borrower Required Lenders called for therein) and the Lenders providing the applicable Credit Agreement Refinancing Indebtedness, (iii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, the Swingline Lender, the Issuing Banks Agent and the Borrower PartiesBorrower, to effect the provisions of this Section 2.22. 2.15, and the Required Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment. (e) This Section 2.22 2.15 shall supersede any provisions in Section 9.08 (other than Section 9.08(b)(ix)) 2.13 or 10.01 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 Administrative Agent, the Swingline Lender and each Issuing Bank shall have consented (such consent not to be unreasonably withheld, delayed or conditioned) to such person’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. (a) At any time and from time to timeafter the Effective Date, the Borrower Parties may obtain, from any Lender or any Additional Lender, Credit Agreement Refinancing Indebtedness in respect of (i) all or any portion of the Term Loans and Commitments then outstanding under this Agreement, in each case, pursuant to a Refinancing Amendment establishing replacement revolving commitments hereunder Agreement (“Replacement Revolving Commitments”). The terms which for purposes 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 this clause (i) such consent would will be required with regard deemed to the identity of potential lenders pursuant to Section 9.04, such consent not to be unreasonably withheld, delayed or conditioned, include any then outstanding Other Term Loans) and (ii) all or any portion of Incremental Equivalent Debt, in the Administrative Agent, form of Other Term Loans or Other Term Commitments; provided that such Credit Agreement Refinancing Indebtedness (i) will be unsecured or will be secured by the Swingline Lender and such Issuing Banks shall remain in such capacity in connection Collateral on a pari passu or junior basis with the Replacement Revolving CommitmentsSecured Obligations (and if secured, subject to the terms of a Customary Intercreditor Agreement), (ii) will have such pricing and optional prepayment terms as may be agreed by the Borrower and the Lenders thereof, and (iii) the Net Proceeds of such Credit Agreement Refinancing Indebtedness received by or on behalf of the Borrower or any of the Restricted Subsidiaries shall be applied, substantially concurrently with the incurrence thereof, to the prepayment of outstanding Term Loans or the prepayment, satisfaction and discharge or redemption of outstanding Incremental Equivalent Debt, as the case may be. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.01 (includingas agreed between the lenders providing such Credit Agreement Refinancing Indebtedness and the Borrower and, solely to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of customary legal opinions, board resolutions, officers’ certificates or and/or reaffirmation agreements consistent with those delivered on the First Restatement Effective Date under Section 4.02 4.01 (other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent). Each Class of Credit Agreement Refinancing Indebtedness incurred under this Section 2.20 shall be in an aggregate principal amount that is not less than $5,000,000 and an integral multiple of $1,000,000 in excess thereof (in each case unless the 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, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Replacement Revolving Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments established pursuant theretosubject thereto as Other Term Loans and/or Other Term Commitments). Any Refinancing Amendment may, without the consent of any person other than the Administrative Agent, the Swingline Lender, the Issuing Banks, the Borrower and the Lenders providing the applicable Credit Agreement Refinancing IndebtednessLenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, the Swingline Lender, the Issuing Banks Agent and the Borrower PartiesBorrower, to effect the provisions of this Section 2.22. 2.20. (b) This Section 2.22 2.20 shall supersede any provisions in Section 9.08 (other than 2.17 or Section 9.08(b)(ix)) 9.02 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 Administrative Agent, the Swingline Lender and each Issuing Bank shall have consented (such consent not to be unreasonably withheld, delayed or conditioned) to such person’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. (a) At any time and from time to timeafter the Closing Date, the Borrower Parties may obtain, from any Lender or any Additional LenderEligible Assignee, Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Term Loans and Commitments Incremental Term Loans then outstanding under this AgreementAgreement (which for purposes of this clause (a) will be deemed to include any then outstanding Other Term Loans), in each case, case pursuant to a Refinancing Amendment establishing replacement revolving commitments hereunder (“Replacement Revolving Commitments”). The terms Amendment; provided that such Credit Agreement Refinancing Indebtedness will rank pari passu or junior in right of any Replacement Revolving Commitments shall be as agreed between the Borrower Parties payment 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) such consent would be required with regard to the identity of potential lenders pursuant to Section 9.04, such consent not to be unreasonably withheld, delayed or conditioned, and (ii) the Administrative Agent, the Swingline Lender and such Issuing Banks shall remain in such capacity in connection security with the Replacement Revolving Commitments)other Loans and Commitments hereunder. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.01 (including4.02 and, solely to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of customary legal opinions, board resolutions, officers’ certificates or and/or reaffirmation agreements consistent with those delivered on the First Restatement Effective Closing Date under Section 4.02 4.01 (other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion and such other changes as are reasonably satisfactory to the Administrative Agent)). Each Class of Credit Agreement Refinancing Indebtedness incurred under this Section 2.15 shall be in an aggregate principal amount that is (x) not less than $25,000,000 in the case of Other Term Loans and (y) an integral multiple of $10,000,000 in excess thereof. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Replacement Revolving Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments established pursuant theretosubject thereto as Other Term Loans and/or Other Term Commitments). Any Refinancing Amendment may, without the consent of any person other than the Administrative Agent, the Swingline Lender, the Issuing Banks, the Borrower and the Lenders providing the applicable Credit Agreement Refinancing IndebtednessLenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, the Swingline Lender, the Issuing Banks Agent and the Borrower PartiesBorrower, to effect the provisions of this Section 2.22. Section. (b) This Section 2.22 2.15 shall supersede any provisions in Section 9.08 (other than 2.10 or Section 9.08(b)(ix)) 10.01 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 Administrative Agent, the Swingline Lender and each Issuing Bank shall have consented (such consent not to be unreasonably withheld, delayed or conditioned) to such person’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. (a) At any time and from time to timeafter the Closing Date, the Borrower Parties may obtain, from any Lender or any Additional Refinancing Lender, Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Loans and Commitments then outstanding under this AgreementAgreement (including any Incremental Loans, in each case, Extended Loans or other Refinancing Loans) pursuant to an amendment to this Agreement (such an amendment, a “Refinancing Amendment establishing replacement revolving commitments hereunder (“Replacement Revolving CommitmentsAmendment”). 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) such consent would be required with regard to the identity of potential lenders pursuant to Section 9.04, such consent not to be unreasonably withheld, delayed or conditioned, and (ii) the Administrative Agent, the Swingline Lender and such Issuing Banks shall remain in such capacity in connection with the Replacement Revolving Commitments). The effectiveness of any Refinancing Amendment shall be subject to (i) there being no Default or Event of Default on such date before or after giving effect to such Refinancing Loans; (ii) all representations and warranties made by any Credit Party contained herein or in the satisfaction other Credit Documents being true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) with the same effect as though such representations and warranties had been made on and as of the date thereof of each such date (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) as of the conditions set forth in Section 4.01 such earlier date); and (including, solely iii) to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent on the date thereof of customary legal opinions, board resolutions, officers’ certificates or reaffirmation agreements (a) items similar to those in Section 6 with respect to the transactions contemplated by any Refinancing Amendment (with references to the Closing Date being replaced by the effective date of such Refinancing Amendment) (it being understood that any such items that are substantially consistent with those delivered on the First Restatement Effective Closing Date shall be satisfactory) and (b) reaffirmation agreements and/or such amendments to the Security Documents as may be reasonably requested by the Collateral Agent in order to ensure that the Extended Loans are provided with the benefit of the applicable Credit Documents. The agent for the Credit Agreement Refinancing Indebtedness, if such Indebtedness is secured by a Lien on any asset of the Borrower or any of its Subsidiaries shall enter into the Intercreditor Agreement in the capacity as an agent for such Credit Agreement Refinancing Indebtedness. Each exercise of the refinancing feature referred to in this Section 3.2 shall result in the Refinancing Loans being deemed a separate Class of Loans. (b) Each issuance of Credit Agreement Refinancing Indebtedness under Section 4.02 3.2(a) shall be in an aggregate principal amount that is (other x) not less than changes to such legal opinions resulting from a change $25,000,000 and (y) an integral multiple of $10,000,000 in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent)). excess thereof. (c) The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Replacement Revolving Commitments established Credit Agreement Refinancing Indebtedness incurred pursuant thereto. Any Refinancing Amendment may, without the consent of any person other than the Administrative Agent, the Swingline Lender, the Issuing Banks, the Borrower and the Lenders providing the applicable Credit Agreement Refinancing IndebtednessLenders, effect such amendments to this Agreement and the other Loan Credit Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, the Swingline Lender, the Issuing Banks Agent and the Borrower PartiesBorrower, to effect the provisions of this Section 2.223.2. This Section 2.22 3.2 shall supersede any provisions in Section 9.08 (other than Section 9.08(b)(ix)) 13.1 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 Administrative Agent, the Swingline Lender and each Issuing Bank shall have consented (such consent not to be unreasonably withheld, delayed or conditioned) to such person’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 and from time to timeafter the Closing Date, the Borrower Parties may obtain, from any Lender or any Additional Lender, Credit Agreement Refinancing Indebtedness in respect of Other Loans to refinance all or any portion of the Loans and Commitments then outstanding under this Agreement, Agreement which will be made pursuant to Other Term Commitments in each case, case pursuant to a Refinancing Amendment establishing replacement revolving commitments hereunder Amendment; provided that such Other Loans (“Replacement Revolving Commitments”). The i) will rank pari passu in right of payment and of security with the other Loans and Commitments hereunder, (ii) will have such pricing, premiums and optional prepayment or redemption terms of any Replacement Revolving Commitments shall as may be as agreed between by the Borrower Parties and the lenders Lenders thereof, (iii) 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 a whole) are no more favorable to the lenders or holders providing such 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 is amended in a manner reasonably satisfactory to the Administrative Agent and the Borrower to incorporate such more restrictive provisions for the benefit of the Lenders (which amendment shall be subject to not require the consent of any Lender). Any Other Loans may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments hereunder, as specified in the Administrative Agent, the Swingline Lender and the Issuing Banks (to the extent (i) such consent would be required with regard to the identity of potential lenders pursuant to Section 9.04, such consent not to be unreasonably withheld, delayed or conditioned, and (ii) the Administrative Agent, the Swingline Lender and such Issuing Banks shall remain in such capacity in connection with the Replacement Revolving Commitments)applicable Refinancing Amendment. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.01 (including4.02 and, solely to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of customary legal opinions, board resolutions, officers’ certificates or and/or reaffirmation agreements consistent with those delivered on the First Restatement Effective Closing Date under Section 4.02 4.01 (other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent)). Each Class of Other Term Commitments and Other Loans incurred under this Section 2.13 shall be in an aggregate principal amount that is not less than $100,000,000. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Replacement Revolving Other Term Commitments established and Other Loans incurred pursuant theretothereto (including any amendments necessary to treat the Other Loans and/or Other Term Commitments as Loans and Commitments). Any Refinancing Amendment may, without the consent of any person other than the Administrative Agent, the Swingline Lender, the Issuing Banks, the Borrower and the Lenders providing the applicable Credit Agreement Refinancing IndebtednessLenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, the Swingline Lender, the Issuing Banks Agent and the Borrower PartiesBorrower, to effect the provisions of this Section 2.222.13. This Section 2.22 2.13 shall supersede any provisions in Section 9.08 (other than Section 9.08(b)(ix)) 2.11 or 10.01 to the contrary. It is understood that (a) No Lender shall be under 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 Administrative Agent, the Swingline Other Term Commitment unless such Lender and each Issuing Bank shall have consented (such consent not to be unreasonably withheld, delayed or conditioned) to such person’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 personexecutes a Refinancing Amendment.

Refinancing Amendments. (a) At any time and from time to timeafter the Fourth Restatement Closing Date, the Borrower Parties may obtain, from any Lender or any Additional Lender, obtain Credit Agreement Refinancing Indebtedness in respect of all of the Loans and Commitments then outstanding under this AgreementDebt from any Additional Refinancing Lender, in each case, case pursuant to a Refinancing Amendment establishing replacement revolving commitments hereunder Amendment. (“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 (ib) such consent would be required with regard to the identity of potential lenders pursuant to Section 9.04, such consent not to be unreasonably withheld, delayed or conditioned, and (ii) the Administrative Agent, the Swingline Lender and such Issuing Banks shall remain in such capacity in connection with the Replacement Revolving Commitments). The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.01 (including5.2 and, solely to the extent reasonably requested by the Administrative Agent, to receipt by the Administrative Agent of (i) customary legal opinions, board resolutions, resolutions and officers’ certificates or reaffirmation agreements consistent with those delivered on the First Fourth Restatement Effective Closing Date under Section 4.02 (other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form counsels’ forms of opinion opinions reasonably satisfactory to the Administrative Agent)). The , and (ii) reaffirmation agreements and/or such amendments to the Security Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Credit Agreement Refinancing Debt is provided with the benefit of the applicable Loan Documents. (c) Each issuance of Credit Agreement Refinancing Debt shall promptly notify each Lender as to the effectiveness be in an aggregate principal amount that is (x) not less than $25,000,000, and (y) an integral multiple of each Refinancing Amendment. $1,000,000. (d) Each of the parties hereto hereby agrees that, upon that this Agreement and the effectiveness of any other Loan Documents may be amended pursuant to a Refinancing Amendment, this Agreement shall be deemed amended without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Replacement Revolving Commitments established pursuant thereto. Any Refinancing Amendment may, without the consent of any person other than the Administrative Agent, the Swingline Lender, the Issuing Banks, the Borrower and the Lenders providing the applicable Credit Agreement Refinancing IndebtednessDebt incurred pursuant thereto, and (ii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, the Swingline Lender, the Issuing Banks Agent and the Borrower PartiesBorrower, to effect the provisions of this Section 2.22. This Section 2.22 shall supersede any provisions in Section 9.08 (other than Section 9.08(b)(ix)) to 2.14, and 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 Required Lenders to provide any Replacement Revolving Commitments) and (b) hereby expressly authorize the Administrative AgentAgent to enter into any such Refinancing Amendment. Unless the Swingline Lender enters into the Refinancing Amendment for a Refinancing Revolving Facility, the Swingline Lender Termination Date will not be extended to reflect the Refinancing Revolving Commitments in such Facility, the Refinancing Revolving Lenders with such Refinancing Revolving Commitments shall not participate in Swingline Loans, and each the use of the terms “Revolving Commitments” and “Revolving Loans” in connection with the provisions of this Agreement governing Swingline Loans shall be deemed to exclude such Refinancing Revolving Commitments and Refinancing Revolving Loans. Unless the Issuing Bank shall have consented (such consent enters into the Refinancing Amendment for a Refinancing Revolving Facility, the LC Termination Date will not be extended to be unreasonably withheld, delayed or conditioned) to such person’s providing such Replacement reflect the Refinancing Revolving Commitments if in such consent would be required under Section 9.04 for an assignment Facility, the Refinancing Revolving Lenders with such Refinancing Revolving Commitments shall not participate in Letters of Loans or Commitments to such person.Credit, and the use of the terms 1821445.29\C072091\0303228

Refinancing Amendments. At any time and from time to timeafter the Second Restatement Effective Date, the Parent Borrower Parties 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 AgreementAgreement (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, case pursuant to a Refinancing 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 Amendment; provided that such Indebtedness (i) such consent would be required will rank pari passu in right of payment and of security with regard to the identity of potential lenders pursuant to Section 9.04other Term Loans and Term Loan Commitments hereunder, such consent not to be unreasonably withheld, delayed or conditioned, and (ii) have such pricing and optional prepayment terms as may be agreed by the Administrative Agentapplicable 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 Swingline Lender 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 such Issuing Banks shall remain in such capacity in connection with the Replacement Revolving Commitments)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 4.01 (including3.2(a) and, solely to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of customary (i) legal opinions, board resolutions, resolutions and officers’ certificates or reaffirmation agreements consistent with those delivered on the First Second Restatement Effective Date under Section 4.02 (other than changes to such legal opinions opinion resulting from a change in law, change in fact or change to counsel’s form of opinion 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))Agent (including Mortgage amendments) in order to ensure that the Refinancing Term Loans are provided with the benefit of the applicable Credit Documents. The 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, upon that this Agreement and the effectiveness of any other Credit Documents may be amended pursuant to a Refinancing Amendment, this Agreement shall be deemed amended without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Replacement Revolving Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Term Loans and Term Loan Commitments established pursuant thereto. Any subject thereto as Refinancing Amendment mayTerm 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 any person other than the Administrative Agent, the Swingline Lender, the Issuing Banks, the Borrower Requisite Lenders called for therein) and the Lenders providing the applicable Credit Agreement Refinancing Indebtedness, (iv) effect such other amendments to this Agreement and the other Loan Credit Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, the Swingline Lender, the Issuing Banks Agent and the Borrower PartiesParent Borrower, to effect the provisions of this Section 2.22. This Section 2.22 shall supersede Section, and the Requisite Lenders hereby expressly authorize Administrative Agent to enter into any provisions in Section 9.08 (other than Section 9.08(b)(ix)) 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 Administrative Agent, the Swingline Lender and each Issuing Bank shall have consented (such consent not to be unreasonably withheld, delayed or conditioned) to such person’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 personRefinancing Amendment.

Refinancing Amendments. At any time and from time to time, the Borrower Parties may obtain, from any Lender or any Additional Lender, Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Term Loans and Commitments then outstanding under this Agreement, in each case, pursuant to a Refinancing Amendment establishing replacement revolving commitments 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 (“Replacement Revolving CommitmentsOther Term Loans”). The terms ; provided that there shall be no obligors in respect of any Replacement Revolving Commitments Credit Agreement Refinancing Indebtedness that are not Loan Parties. Any Other Term Loans may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments hereunder, as specified in the applicable Refinancing Amendment (provided that if the Lenders or Additional Lenders providing such Credit Agreement Refinancing Indebtedness have the ability to decline mandatory prepayments, any such mandatory prepayment that is not accepted by such Lenders or Additional Lenders shall be as agreed between the Borrower Parties and the lenders thereofapplied, and shall be subject to the consent right of any applicable Lender to decline mandatory prepayments (if any), to the non-refinanced Term Loans of the Administrative Agent, the Swingline Lender and the Issuing Banks (to the extent (i) such consent would be required with regard to the identity of potential lenders pursuant to Section 9.04, such consent not to be unreasonably withheld, delayed or conditioned, and (ii) the Administrative Agent, the Swingline Lender and such Issuing Banks shall remain in such capacity in connection with the Replacement Revolving CommitmentsClass being refinanced). The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.01 (including, solely to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of customary legal opinions, board resolutions, officers’ certificates or and/or reaffirmation agreements consistent with those delivered on the First Restatement Effective Closing Date under Section 4.02 4.01 (other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent)). Each incurrence of Credit Agreement Refinancing Indebtedness under this Section 2.20 shall be in an aggregate principal amount of not less than $75.0 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, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Replacement Revolving Commitments established Credit Agreement Refinancing Indebtedness incurred pursuant theretothereto (including any amendments necessary to treat the Term Loans subject thereto as Other Term Loans). Any Refinancing Amendment may, without the consent of any person other than the Administrative Agent, the Swingline Lender, the Issuing Banks, the Borrower and the Lenders or Additional Lenders providing the applicable Credit Agreement Refinancing Indebtedness, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, the Swingline Lender, the Issuing Banks Agent and the Borrower PartiesBorrower, to effect the provisions of this Section 2.222.20. This Section 2.22 2.20 shall supersede any provisions in Section 9.08 (other than Section 9.08(b)(ix)) to the contrary. It is understood that (a) any Lender approached to provide all or a portion of Replacement Revolving Commitments Credit Agreement Refinancing Indebtedness may elect or decline, in its sole discretion, to provide such Replacement Revolving Commitments Credit Agreement Refinancing Indebtedness (it being understood that there is no obligation by the Borrower to approach any existing Lenders to provide any Replacement Revolving Commitmentssuch commitment to provide Other Term Loans) and (b) the Administrative Agent, the Swingline Lender and each Issuing Bank Agent shall have consented (such consent not to be unreasonably withheld, delayed or conditioned) to such person’s providing such Replacement Revolving Commitments Credit Agreement Refinancing Indebtedness if such consent would be required under Section 9.04 for an assignment of Term Loans or Commitments to such person.

Refinancing Amendments. At any time and from time to time, the Borrower Parties may obtain, from any Lender or any Additional Lender, Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Loans and Commitments then outstanding under this Agreement, in each case, pursuant to a Refinancing Amendment establishing replacement additional revolving commitments hereunder (“Replacement Other Revolving Commitments”). The ; provided that, except for pricing, fees and maturity (which shall be no earlier than the Maturity Date of the Revolving Facility Commitments), the terms of any Replacement applicable to the Other Revolving Commitments shall be as identical to the terms applicable to the Revolving Facility Commitments except that the terms and conditions applicable to such Other Revolving Commitments may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrower Parties and the lenders thereof, Lenders thereof and applicable only during periods after the Latest Maturity Date that is in effect on the date such Other Revolving Commitments are established. Any Other Revolving Commitments shall be subject participate on a pro rata basis in all borrowings and Letters of Credit hereunder with the Revolving Facility Commitments (and the Refinancing Amendment establishing such Other Revolving Commitments shall include such applicable amendments that are reasonably satisfactory to the consent of Borrower Parties, the Administrative Agent, the Swingline Lender and the Issuing Banks (to the extent (i) such consent would be required with regard to the identity of potential lenders pursuant to Section 9.04, such consent not to be unreasonably withheld, delayed or conditioned, and (ii) the Administrative Agent, the Swingline Lender and such Issuing Banks shall remain in such capacity in connection with the Replacement Revolving CommitmentsBanks). The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.01 (including, solely to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of customary legal opinions, board resolutions, officers’ certificates or and/or reaffirmation agreements consistent with those delivered on the First Restatement Effective Closing Date under Section 4.02 (other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent)). Each establishment of Other Revolving Commitments under this Section 2.22 shall be in an aggregate principal amount of not less than $50.0 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, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Replacement Other Revolving Commitments established pursuant thereto. Any Refinancing Amendment may, without the consent of any person other than the Administrative Agent, the Swingline Lender, the Issuing Banks, the Borrower and the Lenders providing the applicable Credit Agreement Refinancing Indebtedness, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, the Swingline Lender, the Issuing Banks Bank and the Borrower Parties, to effect the provisions of this Section 2.22. This Section 2.22 shall supersede any provisions in Section 9.08 (other than Section 9.08(b)(ix)) to the contrary. It is understood that (a) any Lender approached to provide all or a portion of Replacement Other Revolving Commitments may elect or decline, in its sole discretion, to provide such Replacement Other Revolving Commitments (it being understood that there is no obligation by the Borrower to approach any existing Lenders to provide any Replacement Other Revolving CommitmentsCommitment) and (b) the Administrative Agent, the Swingline Lender and each Issuing Bank Agent shall have consented (such consent not to be unreasonably withheld, delayed or conditioned) to such person’s providing such Replacement 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. (a) At any time and from time to timeafter the Closing Date, the Borrower Parties may obtain, from any Lender or any Additional Lender, obtain Credit Agreement Refinancing Indebtedness in respect of all of the Loans and Commitments then outstanding under this AgreementDebt from any Additional Refinancing Lender, in each case, case pursuant to a Refinancing Amendment establishing replacement revolving commitments hereunder Amendment. (“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 (ib) such consent would be required with regard to the identity of potential lenders pursuant to Section 9.04, such consent not to be unreasonably withheld, delayed or conditioned, and (ii) the Administrative Agent, the Swingline Lender and such Issuing Banks shall remain in such capacity in connection with the Replacement Revolving Commitments). The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.01 (including5.2 and, solely to the extent reasonably requested by the Administrative Agent, to receipt by the Administrative Agent of (i) customary legal opinions, board resolutions, resolutions and officers’ certificates or reaffirmation agreements consistent with those delivered on the First Restatement Effective Closing Date under Section 4.02 (other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form counsels’ forms of opinion opinions reasonably satisfactory to the Administrative Agent)). The , and (ii) reaffirmation agreements and/or such amendments to the Security Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Credit Agreement Refinancing Debt is provided with the benefit of the applicable Loan Documents. (c) Each issuance of Credit Agreement Refinancing Debt shall promptly notify each Lender as to the effectiveness be in an aggregate principal amount that is (x) not less than $25,000,000, and (y) an integral multiple of each Refinancing Amendment. $1,000,000. (d) Each of the parties hereto hereby agrees that, upon that this Agreement and the effectiveness of any other Loan Documents may be amended pursuant to a Refinancing Amendment, this Agreement shall be deemed amended without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Replacement Revolving Commitments established pursuant thereto. Any Refinancing Amendment may, without the consent of any person other than the Administrative Agent, the Swingline Lender, the Issuing Banks, the Borrower and the Lenders providing the applicable Credit Agreement Refinancing IndebtednessDebt incurred pursuant thereto, and (ii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, the Swingline Lender, the Issuing Banks Agent and the Borrower PartiesBorrower, to effect the provisions of this Section 2.22. This Section 2.22 shall supersede any provisions in Section 9.08 (other than Section 9.08(b)(ix)) to 2.14, and 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 Required Lenders to provide any Replacement Revolving Commitments) and (b) hereby expressly authorize the Administrative AgentAgent to enter into any such Refinancing Amendment. Unless the Swingline Lender enters into the Refinancing Amendment for a Refinancing Revolving Facility, the Swingline Lender Termination Date will not be extended to reflect the Refinancing Revolving Commitments in such Facility, the Refinancing Revolving Lenders with such Refinancing Revolving Commitments shall not participate in Swingline Loans, and each the use of the terms “Revolving Commitments” and “Revolving Loans” in connection with the provisions of this Agreement governing Swingline Loans shall be deemed to exclude such Refinancing Revolving Commitments and Refinancing Revolving Loans. Unless the Issuing Bank shall have consented (such consent enters into the Refinancing Amendment for a Refinancing Revolving Facility, the LC Termination Date will not be extended to be unreasonably withheld, delayed or conditioned) to such person’s providing such Replacement reflect the Refinancing Revolving Commitments if in such consent would Facility, the Refinancing Revolving Lenders with such Refinancing Revolving Commitments shall not participate in Letters of Credit, and the use of the terms “Revolving Commitments” and “Revolving Loans” in connection with the provisions of this Agreement governing Letters of Credit shall be required under Section 9.04 for an assignment of Loans or deemed to exclude such Refinancing Revolving Commitments to such personand Refinancing Revolving Loans.

Refinancing Amendments. At any time and from time to timeAfter the Closing Date, the Borrower Parties Borrowers may obtain, obtain from any Lender or or, subject to the restrictions set forth below, any Additional Lender, Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Loans and Commitments then outstanding under this AgreementAgreement pursuant to a Refinancing Amendment; provided that such Credit Agreement Refinancing Indebtedness (i) shall be unsecured or, to the extent secured, shall rank pari passu or junior in each caseright of payment and security with the other Loans hereunder and (ii) will, to the extent permitted by the definition of “Credit Agreement Refinancing Indebtedness”, have such pricing, interest rate margins, rate floors, discounts, fees, premiums and prepayment or redemption provisions and terms as may be agreed by the Borrowers and the Lenders thereof; provided, further, that the terms and conditions (excluding pricing, interest rate margins, rate floors, discounts, fees and optional prepayment or redemption provisions to the extent permitted by the definition of “Credit Agreement Refinancing Indebtedness”) of such Credit Agreement Refinancing Indebtedness incurred pursuant to a Refinancing Amendment establishing replacement revolving commitments hereunder shall not be materially more favorable (“Replacement Revolving Commitments”). The when taken as a whole) to the lenders providing such Credit Agreement Refinancing Indebtedness than the corresponding terms of the Loans being replaced, as reasonably determined by the Borrowers in good faith (it being understood and agreed that this limitation shall not restrict the addition of any Replacement Revolving Commitments shall be as agreed between the Borrower Parties financial maintenance covenant or other terms and the lenders thereof, and shall be subject conditions to the consent of the Administrative Agent, the Swingline Lender and the Issuing Banks (such Credit Agreement Refinancing Indebtedness to the extent (i) such consent would financial maintenance covenant or other terms and conditions, as the case may be, shall be required with regard added to the identity of potential lenders pursuant to Section 9.04, such consent not to be unreasonably withheld, delayed or conditioned, and (ii) Loans remaining in the Administrative Agent, the Swingline Lender and such Issuing Banks shall remain in such capacity in connection with the Replacement Revolving Commitmentsapplicable Refinancing Amendment 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 4.01 (including2.2 and, solely to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of customary legal opinions, board resolutions, officers’ certificates or and/or reaffirmation agreements consistent with those delivered on the First Restatement Effective Closing Date under Section 4.02 2.1 (other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to 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, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Replacement Revolving Commitments established Credit Agreement Refinancing Indebtedness incurred pursuant theretothereto (including any amendments necessary to treat the Loans subject thereto as Other Loans). Any Refinancing Amendment may, without the consent of any person other than the Administrative Agent, the Swingline Lender, the Issuing Banks, the Borrower and the Lenders providing the applicable Credit Agreement Refinancing IndebtednessLenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, the Swingline Lender, the Issuing Banks Agent and the Borrower PartiesBorrowers, to effect the provisions of this Section 2.221.12. This Section 2.22 1.12 shall supersede any provisions in Section 9.08 (other than Section 9.08(b)(ix)) 9.1 or 9.11 to the contrary. It is understood that (aw) any Lender approached to provide all or a portion of Replacement Revolving Commitments a Credit Agreement Refinancing Indebtedness may elect or decline, in its sole discretion, to provide such Replacement Revolving Commitments Credit Agreement Refinancing Indebtedness (it being understood that there is no obligation by the Borrower to approach any existing Lenders to provide any Replacement Revolving Commitments) and Other Loan or commitments in respect thereof), (bx) the Administrative Agent, the Swingline Lender and each Issuing Bank shall have consented ’s consent (such consent not to be unreasonably withheld, delayed or conditioned) shall be required with respect to such personany Person’s providing such Replacement Revolving Commitments Credit Agreement Refinancing Indebtedness if such consent would be required under Section 9.04 9.9 for an assignment of Loans or Commitments to such personPerson and (y) any Affiliated Lender providing an Other Loan (or commitment in respect thereof) shall be subject to the same restrictions set forth in Section 9.9(g) as it would otherwise be subject to with respect to any purchase by or assignment of Loans to such Affiliated Lender.

Refinancing Amendments. At any time and from time to time(a) After the Closing Date, the Borrower Parties applicable Borrowers may obtainobtain by written notice to the Agent, from any Lender or any Additional Lender, Credit Agreement Refinancing Indebtedness Amendment Debt in respect of all or any portion of the Initial Term A Loans, the Initial Term B Loans, the Revolving Loans, the Additional/Replacement Revolving Loans, the Extended Revolving Loans and Commitments or any Other Revolving Loans then outstanding under this Agreement, Agreement in each case, case pursuant to a Refinancing Amendment establishing replacement revolving commitments hereunder Amendment. Any Other Loans may participate on a pro rata basis or on a less than pro rata basis (“Replacement Revolving Commitments”)but not on a greater than pro rata basis) in any mandatory prepayments hereunder, as specified in the applicable Refinancing Amendment. The terms of any Replacement Revolving Commitments Such notice shall be as agreed between set forth (x) the Borrower Parties and the lenders thereof, and shall be subject to the consent amount of the Administrative Agentapplicable Refinancing Amendment Debt, (y) the Swingline Lender date on which the applicable Refinancing Amendment Debt is to become effective and the Issuing Banks (to the extent (iz) whether such consent would Refinancing Amendment Debt will be required with regard to the identity of potential lenders made pursuant to Section 9.04, such consent not to be unreasonably withheld, delayed Other Revolving Loan Commitments and/or Other Term Loan Commitments. (b) The applicable Borrowers may seek Refinancing Amendment Debt from existing Lenders or conditioned, and (ii) the Administrative Agent, the Swingline Lender and such Issuing Banks shall remain in such capacity in connection with the Replacement Revolving Commitments)any Additional Lender. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions precedent set forth therein (which shall, subject to Section 11.2(g), include the conditions set forth in Section 4.01 (including2.2) and, solely to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of customary legal opinions, board resolutions, officers’ certificates or and/or reaffirmation agreements substantially consistent in form with those delivered on the First Restatement Effective Closing Date under Section 4.02 2.1 (other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent)). (c) Each incurrence of Refinancing Amendment Debt under this Section 1.13 shall be in an aggregate principal amount of not less than $5,000,000 or such lesser amount if constituting the remaining balance of the class of loans being refinanced or as may be reasonably be agreed to by Agent. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary or appropriate, in the reasonable opinion of Agent and Parent Borrower, to reflect the existence and terms of the Replacement Revolving Refinancing Amendment Debt incurred pursuant thereto (including any amendments necessary or appropriate to treat the Loans and Commitments established pursuant theretosubject thereto as Other Loans and/or Other Commitments). Any Refinancing Amendment may, without the consent of any person other than the Administrative Agent, the Swingline Lender, the Issuing Banks, the Borrower and the Lenders providing the applicable Credit Agreement Refinancing IndebtednessLenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, the Swingline Lender, the Issuing Banks Agent and the Borrower PartiesParent Borrower, to effect the provisions of this Section 2.221.13. This For the avoidance of doubt, this Section 2.22 1.13 shall supersede any provisions in of Section 9.08 (other than 9.1 or Section 9.08(b)(ix)) 9.11 to the contrary. . (d) It is understood that (ax) any Lender approached to provide all or a portion of Replacement Revolving Commitments Refinancing Amendment Debt may elect or decline, in its sole discretion, to provide such Replacement Revolving Commitments Refinancing Amendment Debt (it being understood that there is no obligation by the Borrower to approach any existing Lenders to provide any Replacement Revolving CommitmentsOther Commitment) and (by) the Administrative Agent, the Swingline Lender and each Issuing Bank shall have consented ’s consent (such consent not to be unreasonably withheld, delayed conditioned, or delayed) and, with respect to any Other Revolving Loan Commitment, the consent of each L/C Issuer that is a Lender and the Swingline Lender (in each case such consent not to be unreasonably withheld, conditioned, or delayed) shall be required with respect to such personany Person’s providing such Replacement Revolving Commitments Refinancing Amendment Debt if such consent would be required under Section 9.04 9.9 for an assignment of Loans or Commitments to such personPerson. (e) Upon the effectiveness of any Other Revolving Loan Commitments pursuant to this Section 1.13, each Revolving Lender with a Revolving Loan Commitment immediately prior to such effectiveness will automatically and without further act be deemed to have assigned to each Additional Lender with such an Other Revolving Loan Commitment, and each such Additional Lender will automatically and without further act be deemed to have assumed, a portion of such existing Revolving Lender’s participations hereunder in outstanding Letters of Credit and Swing Loans such that, after giving effect to each such deemed assignment and assumption of participations and any other adjustments that Agent may deem necessary, the percentage of the aggregate outstanding participations hereunder in Letters of Credit and Swing Loans held by each Revolving Lender (including each such Additional Lender) will equal its Commitment Percentage. The Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence.

Refinancing Amendments. At any time and (a) The Company may, by written notice to the Administrative Agent from time to time, the Borrower Parties may obtainrequest Indebtedness in exchange for, from any Lender or to extend, renew, replace or refinance, in whole or in part, existing Incremental Term Loans or existing Revolving Loans (or unused Revolving Commitments), or any Additional Lenderthen-existing Refinancing Term Loans or Refinancing Revolving Commitments (solely for purposes of this Section 2.19, Credit Agreement “Refinanced Debt”) in the form of (i) Refinancing Indebtedness Term Loans in respect of all or any portion of any Class of Term Loans then outstanding under this Agreement or (ii) Refinancing Revolving Commitments in respect of all or any portion of any Revolving Loans (and the Loans and unused Revolving Commitments with respect to such Revolving Loans) then outstanding under this Agreement, in each case, case pursuant to a Refinancing Amendment establishing replacement revolving commitments hereunder (such Indebtedness, “Replacement Revolving CommitmentsRefinancing Facility”). The terms of any Replacement Revolving Commitments shall be as agreed between the Borrower Parties and the lenders thereof, and shall be subject Each written notice to the consent of the Administrative Agent, the Swingline Lender and the Issuing Banks (to the extent Agent requesting a Refinancing Amendment shall set forth (i) such consent would the amount of the Refinancing Term Loans or Refinancing Revolving Commitments being requested (which shall be required with regard to the identity in minimum increments of potential lenders pursuant to Section 9.04, such consent not to be unreasonably withheld, delayed or conditioned, $1,000,000 and a minimum amount of $10,000,000) and (ii) the date on which such Refinancing Term Loans or Refinancing Revolving Commitments are requested to become effective (which shall not be less than three Business Days (or such shorter period as the Administrative Agent, Agent may reasonably agree) after the Swingline Lender and date of such Issuing Banks shall remain in such capacity in connection with the Replacement Revolving Commitmentsnotice). The Company shall seek a Refinancing Facility from existing Lenders on a pro rata basis (each of which shall be entitled to agree or decline to participate in its sole discretion) and to the extent not accepted by existing Lenders, may invite any Person that is an Eligible Assignee (each such Person that is not an existing Lender and that agrees to provide any portion of the Refinancing Facility pursuant to a Refinancing Amendment in accordance with this Section 2.19, an “Additional Lender”). (b) Notwithstanding the foregoing, the effectiveness of any Refinancing Amendment shall be subject to the satisfaction (i) on the date thereof of effectiveness thereof, no Event of Default shall have occurred and be continuing or shall be caused thereby, (ii) the terms of the applicable Refinancing Facility shall comply with Section 2.19(c), (iii) before and after giving effect to the incurrence of any Refinancing Facility, each of the conditions set forth in Section 4.01 5.02 shall be satisfied and (includingiv) except as otherwise specified in the applicable Refinancing Amendment, solely to the extent Administrative Agent shall have received (with sufficient copies for each of the Refinancing Term Loan Lenders and Refinancing Revolving Lenders, as applicable) legal opinions, board resolutions and other closing certificates reasonably requested by the Administrative Agent, receipt by the Administrative Agent of customary legal opinions, board resolutions, officers’ certificates or reaffirmation agreements and consistent with those delivered on the First Restatement Effective Date under Section 4.02 5.01. (other than changes c) The terms and provisions of any Refinancing Facility incurred pursuant to such legal opinions resulting from a change any Refinancing Amendment shall be, except as otherwise set forth herein or in law, change in fact or change to counsel’s form of opinion the Refinancing Amendment and reasonably satisfactory acceptable to the Administrative Agent, taken as a whole, determined by the Company, no more favorable to the Lenders providing such Indebtedness than those applicable to the applicable Refinanced Debt (other than any provisions which apply only to periods after the maturity date of the Refinanced Debt)); provided that (i) such Refinancing Facility shall have (A) a maturity date no earlier than the maturity date of the applicable Refinanced Debt and (B) a weighted average life equal to or greater than that of the Refinanced Debt, (ii) there shall be no scheduled amortization of such Refinancing Facility consisting of Refinancing Revolving Commitments and the scheduled termination date of such Refinancing Revolving Commitments shall not be earlier than the scheduled termination date of the Refinanced Debt, (iii) such Refinancing Facility will rank pari passu or junior in right of payment and of security with the other Obligations hereunder (and, if applicable, be subject to an Intercreditor Agreement) or be unsecured, (iv) such Refinancing Facility shall be guaranteed by the Guarantee, (v) the interest rate margin, rate floors, fees, original issue discount and premiums applicable to such Refinancing Facility shall be determined by the Company and the Lenders providing such Refinancing Facility, (vi) such Refinancing Facility (including, if such Indebtedness includes any Refinancing Revolving Commitments, the unused portion of such Refinancing Revolving Commitments) shall not have a greater principal amount than the principal amount of the Refinanced Debt plus accrued interest, fees and premiums (if any) thereon and fees and expenses associated with the refinancing, and the aggregate unused Refinancing Revolving Commitments shall not exceed the unused Revolving Commitments being replaced and (vii) such Refinanced Debt shall be repaid, defeased or satisfied and discharged on a dollar-for-dollar basis, and all accrued interest, fees and premiums (if any) in connection therewith shall be paid, substantially concurrently with the incurrence of such Refinancing Facility in accordance with the provisions of Section 2.13; provided, further, that to the extent that such Refinancing Facility consists of Refinancing Revolving Commitments, the Revolving Commitments being refinanced by such Refinancing Facility shall be terminated, and all accrued fees in connection therewith shall be paid, on the date such Refinancing Facility is issued, incurred or obtained. (d) In connection with any Refinancing Facility pursuant to this Section 2.19, the Company, the Administrative Agent and each applicable Lender or Additional Lender shall execute and deliver to the Administrative Agent a Refinancing Amendment and such other documentation as the Administrative Agent shall reasonably specify to evidence such Refinancing Facility. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) reasonably necessary to reflect the existence and terms of the Replacement Revolving Commitments established Refinancing Facility incurred pursuant thereto. Any Refinancing Amendment mayThe Company and the Administrative Agent shall be entitled, without the consent of any person other than Lender (except Lenders participating in the Administrative Agentrelevant Refinancing Facility), to enter into any technical amendments they shall reasonably deem necessary (including to the Swingline Lender, the Issuing Banks, the Borrower and the Lenders providing the applicable Credit Agreement definition of “Pro Rata Share”) in order to add a Refinancing Indebtedness, effect such amendments Facility to this Agreement Agreement, including to add Refinancing Loans as Obligations ranking pari passu and sharing pro rata with the other Loan Documents Revolving Credit Facility, and to address the rights of Lenders to vote on amendments, including all affected Lender votes as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, the Swingline Lender, the Issuing Banks and the Borrower Parties, to effect the provisions of this Section 2.22applicable. This Section 2.22 2.19 shall supersede any provisions in Section 9.08 (other than Section 9.08(b)(ix)) 2.13 or 11.01 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 Administrative Agent, the Swingline Lender and each Issuing Bank shall have consented (such consent not to be unreasonably withheld, delayed or conditioned) to such person’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. (a) At any time and from time to timeafter the Closing Date, the Borrower Parties may obtain, from any Lender or any Additional Lender, Credit Agreement Refinancing Indebtedness that constitutes Permitted Pari Passu Refinancing Debt in respect of all or any portion of the Term Loans and Commitments then outstanding under this AgreementAgreement (which for purposes of this clause (a) will be deemed to include any then outstanding Other Term Loans, Other Term Loan Commitments and Incremental Term Loans), in each case, the form of Other Term Loans or Other Term Loan Commitments under this Agreement pursuant to a Refinancing 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) such consent would be required with regard to the identity of potential lenders pursuant to Section 9.04, such consent not to be unreasonably withheld, delayed or conditioned, and (ii) the Administrative Agent, the Swingline Lender and such Issuing Banks shall remain in such capacity in connection with the Replacement Revolving Commitments)Amendment. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.01 (including6 and, solely to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of customary legal opinions, board resolutions, officers’ certificates or and/or reaffirmation agreements consistent with those delivered on the First Restatement Effective Closing Date under Section 4.02 5. Each Class of Credit Agreement Refinancing Indebtedness incurred under this Section 2.17 shall be in an aggregate principal amount that is (other x) not less than changes $20,000,000 and (y) an integral multiple of $1,000,000 in excess thereof (unless such Credit Agreement Refinancing Indebtedness is incurred to such legal opinions resulting from refinance all outstanding Term Loans with respect to a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative AgentClass)). . (b) The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Replacement Revolving Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Term Loans and Commitments established pursuant theretosubject thereto as Other Term Loans and/or Other Term Loan Commitments). Any Refinancing Amendment may, without the consent of any person other than the Administrative Agent, the Swingline Lender, the Issuing Banks, the Borrower and the Lenders providing the applicable Credit Agreement Refinancing IndebtednessLenders, effect such amendments to this Agreement and the other Loan Credit Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, the Swingline Lender, the Issuing Banks Agent and the Borrower PartiesBorrower, to effect the provisions of this Section 2.22. 2.17. (c) This Section 2.22 2.17 shall supersede any provisions in Section 9.08 (other than Section 9.08(b)(ix)) 12.06 or 12.12 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 Administrative Agent, the Swingline Lender and each Issuing Bank shall have consented (such consent not to be unreasonably withheld, delayed or conditioned) to such person’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 and (a) Each Borrower, as applicable, may, by written notice to the Administrative Agent from time to time, the Borrower Parties may obtainrequest a refinancing (each, from a “Refinancing”) of any Lender or any Additional Lender, Credit Agreement Refinancing Indebtedness in respect class of all of the Loans and Commitments then outstanding under this Agreement, in each case, pursuant full on the terms specified in such notice. Such notice shall set forth the date on which such Refinancing is requested to a become effective (which shall be not less than ten (10) Business Days nor more than sixty (60) days after the date of such Refinancing Amendment establishing replacement revolving commitments hereunder notice (“Replacement or such longer or shorter periods as the Administrative Agent shall agree in its sole discretion)) and (ii) identify the relevant class of Revolving Commitments”)Credit Commitments and/or Term A Loans to which such Refinancing relates. The terms relevant Borrower may offer an opportunity to participate in such Refinancing (a “Refinancing Offer”) to any existing Lender of the applicable class or to any Replacement Revolving Commitments shall be as agreed between the Borrower Parties and the lenders thereofother Person, and shall be subject to the consent of the Administrative Agent, Agent and/or the Swingline Lender and the Issuing Banks (L/C Issuer to the extent such consent would have been required under Section 11.07 with respect to an assignment to such Person. (b) The following shall be conditions precedent to the effectiveness of any Refinancing: (i) no Default or Event of Default shall have occurred and be continuing immediately prior to and immediately after giving effect to such consent would be required with regard to the identity of potential lenders pursuant to Section 9.04Refinancing, such consent not to be unreasonably withheld, delayed or conditioned, and (ii) the Administrative Agentrepresentations and warranties set forth in Article V and in each other Loan Document shall be deemed to be made and shall be true and correct in all material respects on and as of the effective date of such Refinancing, (iii) the Swingline Lender L/C Issuer shall have consented to any Refinancing of the Revolving Credit Commitments, to the extent the Revolving Credit Maturity Date is extended or if any additional Person becomes Revolving Credit Lenders and (iv) the terms of such Issuing Banks Refinancing Revolving Credit Commitments and Refinancing Term Loans shall remain comply with paragraph (c) of this Section. (c) The terms of each Refinancing shall be determined by the applicable Borrower and the applicable Lenders and set forth in such capacity in connection with a Refinancing Amendment; provided that (i) the Replacement Revolving Commitments). The effectiveness final maturity date of any Refinancing Amendment Revolving Credit Commitment or Refinancing Term Loan shall be subject no earlier than the Revolving Credit Maturity Date or the Term A Loan Maturity Date, respectively, (ii)(A) there shall be no scheduled amortization of the loans or reductions of commitments under any Refinancing Revolving Credit Commitments and (B) the average life to maturity of the Refinancing Term Loans shall be no shorter than the remaining average life to maturity of the existing Term A Loans, (iii) the Refinancing Revolving Credit Loans and the Refinancing Term Loans will rank pari passu in right of payment and with respect to security with the existing Revolving Credit Loans and the existing Term A Loans and the borrower and guarantors of the Refinancing Revolving Credit Commitments or Refinancing Term Loans, as applicable, shall be the same as the applicable Borrower and Guarantors with respect to the satisfaction existing Revolving Credit Loans or Term A Loans, as applicable, (iv) the interest rate margin, rate floors, fees, original issue discount and premium applicable to any Refinancing Revolving Credit Commitment (and the Refinancing Revolving Credit Loans thereunder) and Refinancing Term Loans shall be determined by the applicable Borrower and the applicable Lenders, (v) (A) the Refinancing Term Loans may participate on a pro rata or less than pro rata (but not greater than pro rata) basis in voluntary or mandatory prepayments with the date thereof other Term A Loans and (B) borrowing and prepayment of each Refinancing Revolving Credit Loans, or reductions of Refinancing Revolving Credit Commitments, and participation in Letters of Credit, shall be on a pro rata basis with the other Revolving Credit Loans or Revolving Credit Commitments (other than upon the maturity of the conditions non-refinanced Revolving Credit Loans and Revolving Credit Commitments) and (vi) except as set forth in Section 4.01 clauses (includingi) through (v) above, solely the terms of the Refinancing Revolving Credit Commitments or Refinancing Term Loans, as applicable, shall be determined by the applicable Borrower and the applicable Lenders; provided that such other terms (taken as a whole) shall be no more favorable to the extent reasonably requested by Lenders providing such Refinancing Revolving Credit Commitment or Refinancing Term Loans than the other Lenders hereunder unless (1) the other Lenders also receive the benefit of such more favorable terms or (2) such covenants or other provisions are applicable only to periods after the Latest Maturity Date). In connection with any Refinancing, the applicable Borrower, the Administrative Agent, receipt by each applicable Lender and, if necessary, each L/C Issuer, shall execute and deliver to the Administrative Agent of customary legal opinions, board resolutions, officers’ certificates or reaffirmation agreements consistent with those delivered on the First Restatement Effective Date under Section 4.02 (a Refinancing Amendment and such other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to documentation as the Administrative Agent))Agent shall reasonably specify to evidence the Refinancing. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Replacement Revolving Commitments established pursuant theretoRefinancing. Any Refinancing Amendment may, without the consent of any person other than the Administrative Agent, the Swingline Lender, the Issuing Banks, the Borrower and the Lenders providing the applicable Credit Agreement Refinancing Indebtedness, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, the Swingline Lender, the Issuing Banks Agent and the Borrower Partiesapplicable Borrower, to effect implement the provisions terms of any such Refinancing, including any amendments necessary to establish Refinancing Revolving Credit Commitments or Refinancing Term Loans as a new class or tranche of Revolving Credit Commitments or Term A Loans, as applicable, and such other technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the applicable Borrower in connection with the establishment of such new class or tranche (including to provide for the reallocation of Revolving Credit Exposure upon the expiration or termination of the commitments under any class or tranche), in each case on terms consistent with this Section 2.22. This Section 2.22 shall supersede any provisions in Section 9.08 (other than Section 9.08(b)(ix)) 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 Administrative Agent, the Swingline Lender and each Issuing Bank shall have consented (such consent not to be unreasonably withheld, delayed or conditioned) to such person’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 person2.13.

Refinancing Amendments. At any time and from time to time(a) On one or more occasions after the Closing Date, the Borrower Parties may obtain, from any Lender or any other bank, financial institution or other institutional lender or investor that agrees to provide any portion of any Refinancing Term Loans pursuant to a Refinancing Amendment in accordance with this Section 2.14 (each, an “Additional Refinancing Lender”), Credit Agreement Refinancing Indebtedness in respect of all or any portion of any Class, as selected by the Borrower in its sole discretion, of Term Loans and Commitments then outstanding under this Agreement, in the form of Refinancing Term Loans or Refinancing Term Commitments, in each case, pursuant to a Refinancing Amendment establishing replacement revolving commitments hereunder Amendment. (“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 (ib) such consent would be required with regard to the identity of potential lenders pursuant to Section 9.04, such consent not to be unreasonably withheld, delayed or conditioned, and (ii) the Administrative Agent, the Swingline Lender and such Issuing Banks shall remain in such capacity in connection with the Replacement Revolving Commitments). The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.01 (including2.13(d)(i) and, solely to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) customary legal opinions, board resolutions, officers’ resolutions and officer’s certificates or reaffirmation agreements consistent with those delivered on the First Restatement Effective Closing Date under Section 4.02 (other than changes to such legal opinions opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent)). The Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Credit Agreement Refinancing Indebtedness is provided with the benefit of the applicable Loan Documents. (c) Each issuance of Credit Agreement Refinancing Indebtedness under Section 2.14(a) shall promptly notify each Lender as to the effectiveness be in an aggregate principal amount that is (x) not less than $10,000,000 and (y) an integral multiple of each Refinancing Amendment. $1,000,000 in excess thereof. (d) Each of the parties hereto hereby agrees that, upon that this Agreement and the effectiveness of any other Loan Documents may be amended pursuant to a Refinancing Amendment, this Agreement shall be deemed amended without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Replacement Revolving Commitments established Credit Agreement Refinancing Indebtedness incurred pursuant thereto. Any Refinancing Amendment may, thereto and (ii) make such other changes to this Agreement and the other Loan Documents consistent with the provisions and intent of the fifth paragraph to Section 10.01 (without the consent of any person other than the Administrative Agent, the Swingline Lender, the Issuing Banks, the Borrower Required Lenders called for therein) and the Lenders providing the applicable Credit Agreement Refinancing Indebtedness, (iii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, the Swingline Lender, the Issuing Banks Agent and the Borrower PartiesBorrower, to effect the provisions of this Section 2.22. 2.14, and the Required Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment. (e) This Section 2.22 2.14 shall supersede any provisions provision in Section 9.08 (other than Section 9.08(b)(ix)) 2.12 or 10.01 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 Administrative Agent, the Swingline Lender and each Issuing Bank shall have consented (such consent not to be unreasonably withheld, delayed or conditioned) to such person’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 and (a) The Borrower may, by written notice to the Administrative Agent from time to time, request Replacement Revolving Commitments to replace all or a portion of any existing Class of Revolving Credit Commitments (the “Replaced Revolving Commitments”) in an aggregate amount not to exceed the aggregate amount of the Replaced Revolving Commitments plus any accrued interest, fees, costs and expenses related thereto. Such notice shall set forth (i) the amount of the Replacement Revolving Commitments (which shall be in minimum increments of $1,000,000 and a minimum amount of $5,000,000) and (ii) the requested date on which the Replacement Revolving Commitments shall become effective (which shall not be less than 10 Business Days nor more than 60 days after the date of such notice (or such longer or shorter periods as the Administrative Agent shall agree)). Each Lender of the applicable Class shall be offered an opportunity to participate in such Replacement Revolving Commitments on a pro rata basis and on the same terms and conditions as each other Lender of such Class pursuant to procedures established by, or reasonably acceptable to the Administrative Agent and the Borrower. Each such existing Lender shall be entitled to agree or decline to participate in such Replacement Revolving Commitments in its sole discretion, and if the requested amount of Replacement Revolving Commitments exceeds the amount existing Lenders have agreed to provide, the Borrower Parties may obtain, from any Lender or any seek Additional Lender, Credit Agreement Refinancing Indebtedness in respect Lenders to provide such excess amount of all of the Loans and Commitments then outstanding under this Agreement, in each case, pursuant to a Refinancing Amendment establishing replacement revolving commitments hereunder (“Replacement Revolving Commitments”. (b) It shall be a condition precedent to the effectiveness of any Replacement Revolving Commitments that (i) no Default or Event of Default shall have occurred and be continuing immediately prior to or immediately after giving effect to such Replacement Revolving Commitments, (ii) the representations and warranties set forth in Article V and in each other Loan Document shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of the date such Replacement Revolving Commitments become effective, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such earlier date and that the representations and warranties contained in Sections 5.05(a) and (b) shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a) and (b). , respectively and (iii) the terms of the Replacement Revolving Commitments shall comply with Section 2.18(c). (c) The terms of any Replacement Revolving Commitments shall be as agreed between determined by the Borrower Parties and the lenders thereofapplicable Lenders participating in such Replacement Revolving Commitments (the “Replacement Revolving Lenders”) and set forth in a Refinancing Amendment; provided that (i) the final maturity date of any Replacement Revolving Commitments shall not be earlier than the Maturity Date of the Replaced Revolving Commitment, (ii) the Replacement Revolving Loans will rank pari passu in right of payment and of security with the Revolving Credit Loans and none of the obligors or guarantors with respect thereto shall be a Person that is not a Loan Party, (iii) the interest rate margin, rate, floors, fees, original issue discount and premium applicable to the Replacement Revolving Commitments and the Replacement Revolving Loans shall be determined by the Borrower and the Replacement Revolving Lenders, (iv) borrowing and prepayment of Replacement Revolving Loans, or reductions of Replacement Revolving Commitments, and participation in Letters of Credit and Swing Line Loans thereunder, shall be subject on a pro rata basis with the other Revolving Credit Loans or Revolving Credit Commitments and (v) the terms of the Replacement Revolving Commitments shall be substantially identical to the consent of terms set forth herein (except as set forth in clause (i) through (iv)). (d) In connection with any Replacement Revolving Commitments pursuant to this Section 2.18, the Borrower, the Administrative Agent, the Swingline Required Lenders and each applicable Replacement Revolving Lender shall execute and the Issuing Banks (deliver to the extent Administrative Agent an amendment to this Agreement (ia “Refinancing Amendment”) and such consent would be required with regard to the identity of potential lenders pursuant to Section 9.04, such consent not to be unreasonably withheld, delayed or conditioned, and (ii) other documentation as the Administrative Agent, the Swingline Lender and Agent shall reasonably specify to evidence such Issuing Banks shall remain in such capacity in connection with the Replacement Revolving Commitments). The effectiveness of any Any Refinancing Amendment shall be subject to the satisfaction on the date thereof may include conditions for delivery of each opinions of the conditions set forth in Section 4.01 (including, solely counsel and other documentation consistent to the extent reasonably requested by the Administrative Agent, receipt by Agent or the Administrative Agent of customary legal opinions, board resolutions, officers’ certificates or reaffirmation agreements consistent with those delivered on the First Restatement Effective Date under Section 4.02 (other than changes parties to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent))Refinancing Amendment. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Replacement Revolving Commitments established pursuant thereto. Any Refinancing Amendment may, without the consent of any person other than the Administrative Agent, the Swingline Lender, the Issuing Banks, the Borrower and the Lenders providing the applicable Credit Agreement Refinancing Indebtedness, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, the Swingline Lender, the Issuing Banks Agent and the Borrower PartiesBorrower, to effect the provisions of this Section 2.222.18, including any amendments necessary to establish the applicable Replacement Revolving Commitments as a new class of Revolving Credit Commitments and such other technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrower in connection therewith, in each case on terms consistent with this Section 2.18. This Upon effectiveness of any Replacement Revolving Commitments pursuant to this Section 2.22 shall supersede any provisions in Section 9.08 (other than Section 9.08(b)(ix)) 2.18, each Revolving Credit Lender with a Revolving Credit Commitment immediately prior to the contrary. It is understood that (a) any such effectiveness will automatically and without further act be deemed to have assigned to each Replacement Revolving Lender, and each such Replacement Revolving Lender approached will automatically and without further act be deemed to provide all or have assumed, a portion of Replacement such existing Revolving Commitments may elect or declineCredit Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding participations hereunder in its sole discretion, to provide Letters of Credit and Swing Line Loans held by each Revolving Credit Lender (including each such Replacement Revolving Lender) will equal its Applicable Percentage of the Aggregate Commitments. If, on the date of such effectiveness, there are any Revolving Credit Loans outstanding, such Revolving Credit Loans shall upon the effectiveness of such Replacement Revolving Commitment be prepaid from the proceeds of additional Revolving Credit Loans made hereunder so that Revolving Credit Loans are thereafter held by the Revolving Credit Lenders (including each Replacement Revolving Lender) according to their Applicable Percentage of the Aggregate Commitments, which prepayment shall be accompanied by accrued interest on the Revolving Credit Loans being prepaid and any breakage payments in connection with any adjustment of Revolving Credit Loans pursuant to this Section 2.18. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence. (e) With respect to all Replaced Revolving Commitments (it being understood that there is no obligation consummated by the Borrower pursuant to approach any existing Lenders to provide any Replacement Revolving Commitments) and (b) the Administrative Agentthis Section, the Swingline Lender and each Issuing Bank shall have consented (such consent not to be unreasonably withheld, delayed or conditioned) to such person’s providing such Replacement Replaced Revolving Commitments if such consent would be required under and the proceeds from the Loans thereof shall not constitute voluntary or mandatory payments or prepayments for purposes of Section 9.04 for an assignment of Loans or Commitments to such person2.05.

Refinancing Amendments. At any time and from time to time, the Borrower Parties may obtain, from any Lender or any Additional Lender, Credit Agreement Refinancing Indebtedness in respect of all of the Loans and Commitments then outstanding under this Agreement, in each case, pursuant to a Refinancing 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) such consent would be required with regard to the identity of potential lenders pursuant to Section 9.04, such consent not to be unreasonably withheld, delayed or conditioned, and (ii) the Administrative Agent, the Swingline Lender and such Issuing Banks shall remain in such capacity in connection with the Replacement Revolving Commitments). The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.01 (including, solely to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of customary legal opinions, board resolutions, officers’ certificates or reaffirmation agreements consistent with those delivered on the First Restatement Effective Date under Section 4.02 (other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to 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, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Replacement Revolving Commitments established pursuant thereto. Any Refinancing Amendment may, without the consent of any person other than the Administrative Agent, the Swingline Lender, the Issuing Banks, the Borrower and the Lenders providing the applicable Credit Agreement Refinancing Indebtedness, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, the Swingline Lender, the Issuing Banks and the Borrower Parties, to effect the provisions of this Section 2.22. This Section 2.22 shall supersede any provisions in Section 9.08 (other than Section 9.08(b)(ix)) 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 Administrative Agent, the Swingline Lender and each Issuing Bank shall have consented (such consent not to be unreasonably withheld, delayed or conditioned) to such person’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 and from time to time(a) On one or more occasions after the Closing Date, the Borrower Parties Borrowers may obtain, from any Lender or any other bank, financial institution or other institutional lender or investor that agrees to provide any portion of any Term Loans pursuant to a Refinancing Amendment in accordance with this Section 2.13 (each, an “Additional Refinancing Lender”) (provided that with respect to Refinancing Term Loans, any Affiliated Lender providing any Refinancing Term Loans shall be subject to the same restrictions set forth in Section 10.07(k) as they would otherwise be subject to with respect to any purchase by, or assignment to, such Affiliated Lender of Term Loans), Credit Agreement Refinancing Indebtedness in respect of all or any portion of any Class, as selected by the Borrower Representative in its sole discretion, of Term Loans and Commitments then outstanding under this Agreement, in each case, the form of Refinancing Commitments pursuant to a Refinancing Amendment. Such Loans pursuant to a Refinancing 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 funded net of the Administrative Agent, the Swingline Lender and the Issuing Banks OID Amount. (to the extent (ib) such consent would be required with regard to the identity of potential lenders pursuant to Section 9.04, such consent not to be unreasonably withheld, delayed or conditioned, and (ii) the Administrative Agent, the Swingline Lender and such Issuing Banks shall remain in such capacity in connection with the Replacement Revolving Commitments). The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.01 (including2.12(d)(i) and, solely to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) customary legal opinions, board resolutions, resolutions and officers’ certificates or reaffirmation agreements consistent with those delivered on the First Restatement Effective Closing Date under Section 4.02 (other than changes to such legal opinions opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent)). The Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Credit Agreement Refinancing Indebtedness is provided with the benefit of the applicable Loan Documents. (c) Each issuance of Credit Agreement Refinancing Indebtedness under Section 2.13(a) shall promptly notify each Lender as to the effectiveness be in an aggregate principal amount that is (x) not less than $5,000,000 and (y) an integral multiple of each Refinancing Amendment. $1,000,000 in excess thereof. (d) Each of the parties hereto hereby agrees that, upon that this Agreement and the effectiveness of any other Loan Documents may be amended pursuant to a Refinancing Amendment, this Agreement shall be deemed amended without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Replacement Revolving Commitments established Credit Agreement Refinancing Indebtedness incurred pursuant thereto. Any Refinancing Amendment may, thereto and (ii) make such other changes to this Agreement and the other Loan Documents consistent with the provisions and intent of the third paragraph of Section 10.01 (without the consent of any person other than the Administrative Agent, the Swingline Lender, the Issuing Banks, the Borrower Required Lenders called for therein) and the Lenders providing the applicable Credit Agreement Refinancing Indebtedness, (iii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, the Swingline Lender, the Issuing Banks Agent and the Borrower PartiesRepresentative, to effect the provisions of this Section 2.22. 2.13, and the Required Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment. (e) This Section 2.22 2.13 shall supersede any provisions provision in Section 9.08 (other than Section 9.08(b)(ix)) 2.11 or 10.01 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 Administrative Agent, the Swingline Lender and each Issuing Bank shall have consented (such consent not to be unreasonably withheld, delayed or conditioned) to such person’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 and from time to time(a) On one or more occasions after the Closing Date, the Borrower Parties may obtain, from any Lender or any Additional Lender, Credit Agreement other bank or financial institution that agrees to provide any portion of Refinancing Indebtedness in respect of all of the Term Loans and Commitments then outstanding under this Agreement, in each case, pursuant to a Refinancing Amendment establishing replacement revolving commitments hereunder in accordance with this Section 2.17 (each, an “Replacement Revolving CommitmentsAdditional Refinancing Lender”). 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 ; provided that the Administrative Agent, the Swingline Lender and the Issuing Banks Agent shall have consented (to the extent (i) such consent would be required with regard to the identity of potential lenders pursuant to Section 9.04, such consent not to be unreasonably withheldwithheld or delayed) to such Lender’s or Additional Refinancing Lender’s making such Refinancing Term Loans to the extent such consent, delayed if any, would be required under Section 10.06(b)(iii) for an assignment of Loans to such Lender or conditioned, and (ii) the Administrative Agent, the Swingline Additional Refinancing Lender and such Issuing Banks shall remain Additional Refinancing Lender is an Eligible Assignee; provided, further, that any Refinancing Term Loans may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) as among the various Classes of Term Loans (in such capacity in connection accordance with the Replacement Revolving Commitments). respective outstanding principal amounts thereof) in any voluntary or mandatory repayments or prepayments of Term Loans hereunder, as specified in the applicable Refinancing Amendment; (b) The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.01 (including4.02 and, solely to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of of (i) customary legal opinions, board resolutions, resolutions and officers’ certificates or reaffirmation agreements consistent with those delivered on the First Restatement Effective Closing Date under Section 4.02 (other than changes to such legal opinions opinion resulting from a change Change in lawLaw, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent)). The Agent and (ii) reaffirmation agreements and/or such amendments to the Security Documents (including modifications to the Mortgages) as may be reasonably requested by the Administrative Agent in order to ensure that the enforceability of the Security Documents and the perfection and priority of the Liens thereunder are preserved and maintained. (c) Each issuance of Credit Agreement Refinancing Indebtedness under Section 2.17(a) shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. be in an aggregate principal amount that is not less than $5,000,000. (d) Each of the parties hereto hereby agrees that, upon that this Agreement and the effectiveness of any other Loan Documents may be amended pursuant to a Refinancing Amendment, this Agreement shall be deemed amended without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Replacement Revolving Commitments established pursuant thereto. Any Refinancing Amendment may, without the consent of any person other than the Administrative Agent, the Swingline Lender, the Issuing Banks, the Borrower and the Lenders providing the applicable Credit Agreement Refinancing Indebtedness, Indebtedness incurred pursuant thereto and (ii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, the Swingline Lender, the Issuing Banks Agent and the Borrower PartiesBorrower, to effect the provisions of this Section 2.22. 2.17, and the Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment. (e) This Section 2.22 2.17 shall supersede any provisions in Section 9.08 (other than Section 9.08(b)(ix)) 10.01 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 Administrative Agent, the Swingline Lender and each Issuing Bank shall have consented (such consent not to be unreasonably withheld, delayed or conditioned) to such person’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 and from time to timeAfter the Effective Date, the Borrower Parties may obtain, from any Lender or any Additional Lender, Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Loans and Commitments then outstanding under this Agreement, Agreement in each case, case pursuant to a Refinancing Amendment establishing replacement revolving commitments hereunder (“Replacement Revolving Commitments”). The terms Amendment; provided that there shall be no obligors in respect of any Replacement Revolving Commitments shall be as Credit Agreement Refinancing Indebtedness that are not Loan Parties; 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 Parties and the lenders thereofLenders 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, and shall be subject to incurred or obtained. Any Other Loans may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments hereunder, as specified in the consent of the Administrative Agent, the Swingline Lender and the Issuing Banks (to the extent (i) such consent would be required with regard to the identity of potential lenders pursuant to Section 9.04, such consent not to be unreasonably withheld, delayed or conditioned, and (ii) the Administrative Agent, the Swingline Lender and such Issuing Banks shall remain in such capacity in connection with the Replacement Revolving Commitments)applicable Refinancing Amendment. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.01 (including4.2(b) and, solely to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of customary legal opinions, board resolutions, officers’ certificates or and/or reaffirmation agreements consistent with those delivered on the First Restatement Effective Date under Section 4.02 4.1 (other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion opinion) or otherwise reasonably satisfactory to the Administrative AgentAgent (including, in the case of the Mortgages, mortgage amendments and date down endorsements with respect to the applicable title insurance policies)). Each incurrence of Credit Agreement Refinancing Indebtedness under this Section 2.18 (other than with respect to the FILO Loan) shall be in an aggregate principal amount of not less than $75,000,000. 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, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Replacement Revolving Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments established pursuant theretosubject thereto as Other Loans and/or Other Commitments). Any Refinancing Amendment may, without the consent of any person Person other than the Administrative Agent, the Swingline Lender, the Issuing BanksFILO Agent, the Borrower and the Lenders providing the applicable Credit Agreement Refinancing Indebtedness, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, the Swingline Lender, the Issuing Banks Agent and the Borrower PartiesBorrower, to effect the provisions of this Section 2.222.18. This Section 2.22 2.18 shall supersede any provisions in Section 9.08 (other than Section 9.08(b)(ix)) 12.7 or 12.1 to the contrary. It is understood that (ax) any Lender approached to provide all or a portion of Replacement Revolving Commitments Credit Agreement Refinancing Indebtedness may elect or decline, in its sole discretion, to provide such Replacement Revolving Commitments Credit Agreement Refinancing Indebtedness (it being understood that there is no obligation by the Borrower to approach any existing Lenders to provide any Replacement Revolving Commitments) Other Commitment), and (by) the Administrative Agent, the Swingline Lender and each Issuing Bank Agent shall have consented (such consent not to be unreasonably withheld, delayed or conditioned) to such personPerson’s providing such Replacement Revolving Commitments Credit Agreement Refinancing Indebtedness if such consent would be required under Section 9.04 12.2 for an assignment of Loans or Commitments to such personPerson.

Refinancing Amendments. (a) At any time and from time to timeafter the Bridge Extension Date, the Borrower Parties may obtain, from any Lender or any Additional Lender, Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Term Loans and Commitments then outstanding under this AgreementAgreement (which for purposes of this clause (i) will be deemed to include any then outstanding Other Term Loans); provided that such Credit Agreement Refinancing Indebtedness (i) will be unsecured, in each case, pursuant to a Refinancing Amendment establishing replacement revolving commitments hereunder (“Replacement Revolving Commitments”). The ii) will have such pricing and optional prepayment terms of any Replacement Revolving Commitments shall as may be as agreed between by the Borrower Parties and the lenders Lenders thereof, and (iii) the Net Proceeds of such Credit Agreement Refinancing Indebtedness received by or on behalf of the Borrower or any of the Restricted Subsidiaries shall be subject applied, substantially concurrently with the incurrence thereof, to the consent prepayment of the Administrative Agent, the Swingline Lender and the Issuing Banks (to the extent (i) such consent would be required with regard to the identity of potential lenders pursuant to Section 9.04, such consent not to be unreasonably withheld, delayed or conditioned, and (ii) the Administrative Agent, the Swingline Lender and such Issuing Banks shall remain in such capacity in connection with the Replacement Revolving Commitments)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 4.01 (includingas agreed between the lenders providing such Credit Agreement Refinancing Indebtedness and the Borrower and, solely to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of customary legal opinions, board resolutions, officers’ certificates or and/or reaffirmation agreements consistent with those delivered on the First Restatement Effective Date under Section 4.02 4.01 (other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent). Each Class of Credit Agreement Refinancing Indebtedness incurred under this Section 2.20 shall be in an aggregate principal amount that is not less than $5,000,000 and an integral multiple of $1,000,000 in excess thereof (in each case unless the 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, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Replacement Revolving Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments established pursuant theretosubject thereto as Other Term Loans and/or Other Term Commitments). Any Refinancing Amendment may, without the consent of any person other than the Administrative Agent, the Swingline Lender, the Issuing Banks, the Borrower and the Lenders providing the applicable Credit Agreement Refinancing IndebtednessLenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, the Swingline Lender, the Issuing Banks Agent and the Borrower PartiesBorrower, to effect the provisions of this Section 2.22. 2.20. (b) This Section 2.22 2.20 shall supersede any provisions in Section 9.08 (other than 2.17 or Section 9.08(b)(ix)) 9.02 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 Administrative Agent, the Swingline Lender and each Issuing Bank shall have consented (such consent not to be unreasonably withheld, delayed or conditioned) to such person’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 and from time to time(a) On one or more occasions after the Effective Date, the Borrower Parties Borrowers may obtain, from any Lender or any Additional Refinancing Lender, Credit Agreement Refinancing Indebtedness in respect of all or any portion of the any Class of Term Loans and Commitments then outstanding under this AgreementAgreement (which for purposes of this clause (a) will be deemed to include any then outstanding Refinancing Term Loans or Incremental Term Loans) in the form of Refinancing Term Loans or Refinancing Term Loan Commitments pursuant to a Refinancing Amendment; provided that notwithstanding anything to the contrary in this Section 2.17(a) or otherwise, in each case, Refinancing Term Commitments (and the Refinancing Term Loans made pursuant thereto) effected pursuant to a Refinancing 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, Obligations hereunder and shall be subject to the consent rank pari passu in right of the Administrative Agent, the Swingline Lender payment and the Issuing Banks (to the extent (i) such consent would be required with regard to the identity of potential lenders pursuant to Section 9.04, such consent not to be unreasonably withheld, delayed or conditioned, and (ii) the Administrative Agent, the Swingline Lender and such Issuing Banks shall remain in such capacity in connection security with the Replacement Revolving Commitments). existing Term Loans. (b) The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.01 (including4.02 and, solely to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) customary legal opinions, board resolutions, resolutions and officers’ certificates or reaffirmation agreements consistent with those delivered on the First Restatement Effective Date under Section 4.02 (other than changes to such legal opinions opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent)). The Agent and (ii) reaffirmation agreements and/or such amendments to the Loan Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Credit Agreement Refinancing Indebtedness is provided with the benefit of the applicable Loan Documents. (c) Each issuance of Credit Agreement Refinancing Indebtedness under Section 2.17(a) shall promptly notify each Lender as to the effectiveness be in an aggregate principal amount that is (x) not less than $5,000,000 and (y) an integral multiple of each Refinancing Amendment. $1,000,000 in excess thereof. (d) Each of the parties hereto hereby agrees that, upon that this Agreement and the effectiveness of any other Loan Documents may be amended pursuant to a Refinancing Amendment, this Agreement shall be deemed amended without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Replacement Revolving Commitments established Credit Agreement Refinancing Indebtedness incurred pursuant thereto. Any Refinancing Amendment may, thereto and (ii) make such other changes to this Agreement and the other Loan Documents consistent with the provisions and intent of Section 10.01 (without the consent of any person other than the Administrative Agent, the Swingline Lender, the Issuing Banks, the Borrower Required Lenders called for therein) and the Lenders providing the applicable Credit Agreement Refinancing Indebtedness, (iii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, the Swingline Lender, the Issuing Banks Agent and the Borrower PartiesLead Borrower, to effect the provisions of this Section 2.22. This Section 2.22 shall supersede any provisions in Section 9.08 (other than Section 9.08(b)(ix)) to 2.17, and 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 Required Lenders to provide any Replacement Revolving Commitments) and (b) hereby expressly authorize the Administrative Agent, the Swingline Lender and each Issuing Bank shall have consented (Agent to enter into any such consent not to be unreasonably withheld, delayed or conditioned) to such person’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 personRefinancing Amendment.

Refinancing Amendments. At any time and from time to time(a) On one or more occasions after the Effective Date, the Borrower Parties may obtain, from any Lender or any Additional Lenderother bank, Credit financial institution or other institutional lender or investor (other than an Ineligible Institution) that agrees to provide any portion of any Refinancing Term Loan consisting of Loan Agreement Refinancing Indebtedness Debt, pursuant to a Refinancing Amendment in accordance with this Section 2.28 (each, an “Additional Refinancing Lender”) (provided that the Administrative Agent shall have consented (not to be unreasonably withheld) to such Lender or Additional Refinancing Lender making such Refinancing Term Loans to the extent such consent, if any, would be required under Section 9.04(b) for an assignment of Loans or Commitments, as applicable, to such Lender or Additional Refinancing Lender), in respect of all or any portion of the any Class of Term Loans and Commitments then outstanding under this Agreement, in each case, the form of Refinancing Term Loans or Refinancing Term Commitments pursuant to a Refinancing Amendment establishing replacement revolving commitments hereunder Amendment. (“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 (ib) such consent would be required with regard to the identity of potential lenders pursuant to Section 9.04, such consent not to be unreasonably withheld, delayed or conditioned, and (ii) the Administrative Agent, the Swingline Lender and such Issuing Banks shall remain in such capacity in connection with the Replacement Revolving Commitments). The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on following conditions: (i) no Default or Event of Default shall have occurred and be continuing immediately prior to and immediately after giving effect (including pro forma effect) to such Refinancing Amendment, (ii) the date thereof of each of the conditions representations and warranties set forth in Section 4.01 each Loan Document shall be true and correct in all material respects immediately prior to, and immediately after giving effect to, such Refinancing Amendment, except to the extent any such representations or warranties are expressly limited to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such specified earlier date (including, solely provided that no materiality qualifier set forth in this clause (ii) shall be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) and (iii) to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of customary (1) such legal opinions, board resolutions, officers’ secretary’s certificates, officer’s certificates or and other documents as shall reasonably be requested by the Administrative Agent in connection with any such transaction and (2) reaffirmation agreements consistent and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Loan Agreement Refinancing Indebtedness is provided with those delivered on the First Restatement Effective Date benefit of the applicable Loan Documents. Each issuance of Loan Agreement Refinancing Indebtedness under Section 4.02 2.28(a) shall be in an aggregate principal amount that is (other i) not less than changes to such legal opinions resulting from a change $25,000,000 and (ii) an integral multiple of $5,000,000 in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent)). The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. excess thereof. (c) Each of the parties hereto hereby agrees that, upon that this Agreement and the effectiveness of any other Loan Documents may be amended pursuant to a Refinancing Amendment, this Agreement shall be deemed amended without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Replacement Revolving Commitments established pursuant thereto. Any Refinancing Amendment may, without the consent of any person other than the Administrative Agent, the Swingline Lender, the Issuing Banks, the Borrower and the Lenders providing the applicable Credit Loan Agreement Refinancing Indebtedness, Indebtedness incurred pursuant thereto and (ii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, the Swingline Lender, the Issuing Banks Agent and the Borrower PartiesBorrower, to effect the provisions of this Section 2.222.28, including any amendments necessary to treat the applicable Loans and/or Commitments established under the Refinancing Amendment as a new Class of loans and/or commitments hereunder, and the Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment. This Section 2.22 2.28 shall supersede any provisions in Section 9.08 (other than 2.18(c) or Section 9.08(b)(ix)) 9.02 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 Administrative Agent, the Swingline Lender and each Issuing Bank shall have consented (such consent not to be unreasonably withheld, delayed or conditioned) to such person’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 and (a) Each Borrower, as applicable, may, by written notice to the Administrative Agent from time to time, the Borrower Parties may obtainrequest a refinancing (each, from a “Refinancing”) of any Lender or any Additional Lender, Credit Agreement Refinancing Indebtedness in respect class of all of the Loans and Commitments then outstanding under this Agreement, in each case, pursuant full on the terms specified in such notice. Such notice shall set forth the date on which such Refinancing is requested to a become effective (which shall be not less than ten (10) Business Days nor more than sixty (60) days after the date of such Refinancing Amendment establishing replacement revolving commitments hereunder notice (“Replacement or such longer or shorter periods as the Administrative Agent shall agree in its sole discretion)) and (ii) identify the relevant class of Revolving Commitments”)Credit Commitments to which such Refinancing relates. The terms relevant Borrower may offer an opportunity to participate in such Refinancing (a “Refinancing Offer”) to any existing Lender of the applicable class or to any Replacement Revolving Commitments shall be as agreed between the Borrower Parties and the lenders thereofother Person, and shall be subject to the consent of the Administrative Agent, Agent and/or the Swingline Lender and the Issuing Banks (L/C Issuer to the extent such consent would have been required under Section 11.07 with respect to an assignment to such Person. (b) The following shall be conditions precedent to the effectiveness of any Refinancing: (i) no Default or Event of Default shall have occurred and be continuing immediately prior to and immediately after giving effect to such consent would be required with regard to the identity of potential lenders pursuant to Section 9.04Refinancing, such consent not to be unreasonably withheld, delayed or conditioned, and (ii) the Administrative Agentrepresentations and warranties set forth in Article V and in each other Loan Document shall be deemed to be made and shall be true and correct in all material respects on and as of the effective date of such Refinancing, (iii) the Swingline Lender L/C Issuer shall have consented to any Refinancing of the Revolving Credit Commitments, to the extent the Maturity Date is extended or if any additional Person becomes Revolving Credit Lenders and (iv) the terms of such Issuing Banks Refinancing Revolving Credit Commitments shall remain comply with paragraph (c) of this Section. (c) The terms of each Refinancing shall be determined by the Borrowers and the applicable Lenders and set forth in such capacity in connection with a Refinancing Amendment; provided that (i) the Replacement Revolving Commitments). The effectiveness final maturity date of any Refinancing Amendment Revolving Credit Commitment shall be subject no earlier than the Maturity Date, (ii) there shall be no scheduled amortization of the loans or reductions of commitments under any Refinancing Revolving Credit Commitments, (iii) the Refinancing Revolving Credit Loans will rank pari passu in right of payment and with respect to security with the existing Revolving Credit Loans and the borrowers and guarantors of the Refinancing Revolving Credit Commitments, shall be the same as the Borrowers and Guarantors with respect to the satisfaction existing Revolving Credit Loans, (iv) the interest rate margin, rate floors, fees, original issue discount and premium applicable to any Refinancing Revolving Credit Commitment (and the Refinancing Revolving Credit Loans thereunder) shall be determined by the Borrowers and the applicable Lenders, (v) borrowing and prepayment of Refinancing Revolving Credit Loans, or reductions of Refinancing Revolving Credit Commitments, and participation in Letters of Credit, shall be on a pro rata basis with the date thereof of each other Revolving Credit Loans or Revolving Credit Commitments (other than upon the maturity of the conditions non-refinanced Revolving Credit Loans and Revolving Credit Commitments) and (vi) except as set forth in Section 4.01 clauses (includingi) through (v) above, solely the terms of the Refinancing Revolving Credit Commitments shall be determined by the Borrowers and the applicable Lenders; provided that such other terms (taken as a whole) shall be no more favorable to the extent reasonably requested by Lenders providing such Refinancing Revolving Credit Commitment than the other Lenders hereunder unless (1) the other Lenders also receive the benefit of such more favorable terms or (2) such covenants or other provisions are applicable only to periods after the Latest Maturity Date). In connection with any Refinancing, the Borrowers, the Administrative Agent, receipt by each applicable Lender and, if necessary, each L/C Issuer, shall execute and deliver to the Administrative Agent of customary legal opinions, board resolutions, officers’ certificates or reaffirmation agreements consistent with those delivered on the First Restatement Effective Date under Section 4.02 (a Refinancing Amendment and such other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to documentation as the Administrative Agent))Agent shall reasonably specify to evidence the Refinancing. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Replacement Revolving Commitments established pursuant theretoRefinancing. Any Refinancing Amendment may, without the consent of any person other than the Administrative Agent, the Swingline Lender, the Issuing Banks, the Borrower and the Lenders providing the applicable Credit Agreement Refinancing Indebtedness, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, the Swingline Lender, the Issuing Banks Agent and the Borrower PartiesBorrowers, to effect implement the provisions terms of any such Refinancing, including any amendments necessary to establish Refinancing Revolving Credit Commitments as a new class or tranche of Revolving Credit Commitments, and such other technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrowers in connection with the establishment of such new class or tranche (including to provide for the reallocation of Revolving Credit Exposure upon the expiration or termination of the commitments under any class or tranche), in each case on terms consistent with this Section 2.22. This Section 2.22 shall supersede any provisions in Section 9.08 (other than Section 9.08(b)(ix)) 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 Administrative Agent, the Swingline Lender and each Issuing Bank shall have consented (such consent not to be unreasonably withheld, delayed or conditioned) to such person’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 person2.13.

Refinancing Amendments. At any time and from time to time(a) On one or more occasions after the Closing Date, the Borrower Parties may obtain, from any Lender or any other bank, financial institution or other institutional lender or investor that agrees to provide any portion of Refinancing Term Loans pursuant to a Refinancing Amendment in accordance with Section 2.15 (each, an “Additional Refinancing Lender”) (provided that (i) the Administrative Agent, shall have consented (not to be unreasonably withheld or delayed) to such Lender’s or Additional Refinancing Lender’s making such Refinancing Term Loans to the extent such consent, if any, would be required under Section 10.07(b) for an assignment of Loans, to such Lender or Additional Refinancing Lender, and (ii) with respect to Refinancing Term Loans, any Affiliated Refinancing Lender providing Refinancing Term Loans shall be subject to the same restrictions set forth in Section 10.07(l) as they would otherwise be subject to with respect to any purchase by or assignment to such Affiliated Lender of Term Loans, Credit Agreement Refinancing Indebtedness in respect of all or any portion of the any Class of Term Loans and Commitments then outstanding under this Agreement, in each case, pursuant to a the form of Refinancing Amendment establishing replacement revolving commitments hereunder Term Loans or Refinancing Term Commitments. (“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 (ib) such consent would be required with regard to the identity of potential lenders pursuant to Section 9.04, such consent not to be unreasonably withheld, delayed or conditioned, and (ii) the Administrative Agent, the Swingline Lender and such Issuing Banks shall remain in such capacity in connection with the Replacement Revolving Commitments). The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.01 (including4.02 and, solely to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) customary legal opinions, board resolutions, resolutions and officers’ certificates or reaffirmation agreements consistent with those delivered on the First Restatement Effective Closing Date under Section 4.02 (other than changes to such legal opinions opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent)). The Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Credit Agreement Refinancing Indebtedness is provided with the benefit of the applicable Loan Documents (provided any such reaffirmations and/or amendments may be provided within a time period after such effectiveness if agreed by the Administrative Agent in its reasonable discretion). (c) Each issuance of Credit Agreement Refinancing Indebtedness under Section 2.15(a) shall promptly notify each Lender as to the effectiveness be in an aggregate principal amount that is (x) not less than $25,000,000 and (y) an integral multiple of each Refinancing Amendment. $1,000,000 in excess thereof. (d) Each of the parties hereto hereby agrees that, upon that this Agreement and the effectiveness of any other Loan Documents may be amended pursuant to a Refinancing Amendment, this Agreement shall be deemed amended without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Replacement Revolving Commitments established Credit Agreement Refinancing Indebtedness incurred pursuant thereto. Any Refinancing Amendment may, thereto and (ii) make such other changes to this Agreement and the other Loan Documents consistent with the provisions and intent of the third paragraph of Section 10.01 (without the consent of any person other than the Administrative Agent, the Swingline Lender, the Issuing Banks, the Borrower Required Lenders called for therein) and the Lenders providing the applicable Credit Agreement Refinancing Indebtedness, (iii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, the Swingline Lender, the Issuing Banks Agent and the Borrower PartiesBorrower, to effect the provisions of this Section 2.22. This Section 2.22 shall supersede any provisions in Section 9.08 (other than Section 9.08(b)(ix)) to 2.15, and 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 Required Lenders to provide any Replacement Revolving Commitments) and (b) hereby expressly authorize the Administrative Agent, the Swingline Lender and each Issuing Bank shall have consented (Agent to enter into any such consent not to be unreasonably withheld, delayed or conditioned) to such person’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 personRefinancing Amendment.

Refinancing Amendments. 509265-1822-13506-Active.15159325.22 At any time and from time to timeafter the Closing Date, the Borrower Parties Company may obtain, from any Lender or any Additional 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 and Commitments then outstanding under this Agreement, in each case, Agreement (which may include any then outstanding Refinancing Term Loans) pursuant to a Refinancing Amendment establishing replacement revolving commitments hereunder Amendment; provided that if such Credit Agreement Refinancing Indebtedness is secured (“Replacement Revolving Commitments”A) the security agreements relating to such Credit Agreement Refinancing Indebtedness are substantially the same as the Collateral Documents (with such differences as are reasonably satisfactory to the Administrative Agent). The terms , (B) a representative acting on behalf of any Replacement Revolving Commitments the holders of such Indebtedness shall be as agreed between the Borrower Parties and the lenders thereof, and shall be have become party to or otherwise subject to the consent provisions of an intercreditor agreement in form and substance satisfactory to the Administrative Agent, the Swingline Lender Agent and the Issuing Banks (to the extent (iC) such consent would Credit Agreement Refinancing Indebtedness shall not be required with regard to secured by any property or assets of Holdings or any of its Subsidiaries other than the identity of potential lenders pursuant to Section 9.04, such consent not to be unreasonably withheld, delayed or conditioned, and (ii) the Administrative Agent, the Swingline Lender and such Issuing Banks shall remain in such capacity in connection with the Replacement Revolving Commitments)Collateral. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.01 subsection 4.2 (including, solely it being understood that all references to “the date of such Credit Extension” or similar language in subsection 4.2 shall be deemed to refer to the extent reasonably requested by the Administrative Agenteffective date of such Refinancing Amendment); provided, receipt by further, that the Administrative Agent of customary legal opinions, board resolutions, officers’ certificates or reaffirmation agreements consistent with those delivered on the First Restatement Effective Date under Section 4.02 and Company shall have each consented (other than changes each such consent not to be unreasonably withheld) to such legal opinions resulting from a change Lender’s or Additional Lender’s making such Refinancing Term Loans or Refinancing Term Loan Commitments if such consent would be required under subsection 10.1 for an assignment of any Term Loans thereunder to such Lender or Additional Lender. Each Class of Credit Agreement Refinancing Indebtedness incurred under this subsection 2.14 shall be in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent))an aggregate principal amount that is not less than $7,500,000. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Replacement Revolving Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments established pursuant theretosubject thereto as Refinancing Term Loans and/or Refinancing Term Loan Commitments). Any Refinancing Amendment may, without the consent of any person other than Lenders but with the consent of the Administrative Agent, the Swingline Lender, the Issuing Banks, the Borrower and the Lenders providing the applicable Credit Agreement Refinancing Indebtedness, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, the Swingline Lender, the Issuing Banks Agent and the Borrower PartiesCompany, to effect the provisions of this Section 2.22subsection 2.14. This Section 2.22 Company shall, and shall supersede any provisions in Section 9.08 (cause the other than Section 9.08(b)(ix)) Loan Parties to, deliver such amendments to the contrary. It is understood that (a) any Lender approached to provide all Loan Documents, such filings, certificates, legal opinions 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) other documents and (b) instruments as the Administrative Agent, Agent shall reasonably request in connection with each such Refinancing Amendment as a condition to the Swingline Lender and each Issuing Bank shall have consented (effectiveness of such consent not to be unreasonably withheld, delayed or conditioned) to such person’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 personRefinancing Amendment.

Refinancing Amendments. At any time and (a) The Company may, by written notice to the Administrative Agent from time to time, the Borrower Parties may obtainrequest Indebtedness in exchange for, from any Lender or to extend, renew, replace or refinance, in whole or in part, existing Incremental Term Loans or existing Revolving Loans (or unused Revolving Commitments), or any Additional Lenderthen existing Refinancing Facility Term Loans or Refinancing Revolving Commitments (solely for purposes of this Section 2.19, Credit Agreement “Refinanced Debt”) in the form of (i) Refinancing Indebtedness Term Loans in respect of all or any portion of any Class of Term Loans then outstanding under this Agreement or (ii) Refinancing Revolving Commitments in respect of all or any portion of any Revolving Loans (and the Loans and unused Revolving Commitments with respect to such Revolving Loans) then outstanding under this Agreement, in each case, case pursuant to a Refinancing Amendment establishing replacement revolving commitments hereunder (such Indebtedness, “Replacement Revolving CommitmentsRefinancing Facility”). The terms of any Replacement Revolving Commitments shall be as agreed between the Borrower Parties and the lenders thereof, and shall be subject Each written notice to the consent of the Administrative Agent, the Swingline Lender and the Issuing Banks (to the extent Agent requesting a Refinancing Amendment shall set forth (i) such consent would the amount of the Refinancing Term Loans or Refinancing Revolving Commitments being requested (which shall be required with regard to the identity in minimum increments of potential lenders pursuant to Section 9.04, such consent not to be unreasonably withheld, delayed or conditioned, $1,000,000 and a minimum amount of $10,000,000) and (ii) the date on which such Refinancing Term Loans or Refinancing Revolving Commitments are requested to become effective (which shall not be less than three Business Days (or such shorter period as the Administrative Agent, Agent may reasonably agree) after the Swingline Lender and date of such Issuing Banks shall remain in such capacity in connection with the Replacement Revolving Commitmentsnotice). The Company shall seek a Refinancing Facility from existing Lenders on a pro rata basis (each of which shall be entitled to agree or decline to participate in its sole discretion) and to the extent not accepted by existing Lenders, may invite any Person that is an Eligible Assignee (each such Person that is not an existing Lender and that agrees to provide any portion of the Refinancing Facility pursuant to a Refinancing Amendment in accordance with this Section 2.19, an “Additional Lender”). (b) Notwithstanding the foregoing, the effectiveness of any Refinancing Amendment shall be subject to the satisfaction (i) on the date thereof of effectiveness thereof, no Event of Default shall have occurred and be continuing or shall be caused thereby, (ii) the terms of the applicable Refinancing Facility shall comply with Section 2.19(c), (iii) before and after giving effect to the incurrence of any Refinancing Facility, each of the conditions set forth in Section 4.01 5.02 shall be satisfied and (includingiv) except as otherwise specified in the applicable Refinancing Amendment, solely to the extent Administrative Agent shall have received (with sufficient copies for each of the Refinancing Term Loan Lenders and Refinancing Revolving Lenders, as applicable) legal opinions, board resolutions and other closing certificates reasonably requested by the Administrative Agent, receipt by the Administrative Agent of customary legal opinions, board resolutions, officers’ certificates or reaffirmation agreements and consistent with those delivered on the First Restatement Effective Closing Date under Section 4.02 5.01. (other than changes c) The terms and provisions of any Refinancing Facility incurred pursuant to such legal opinions resulting from a change any Refinancing Amendment shall be, except as otherwise set forth herein or in law, change in fact or change to counsel’s form of opinion the Refinancing Amendment and reasonably satisfactory acceptable to the Administrative Agent, taken as a whole, determined by the Borrower, no more favorable to the Lenders providing such Indebtedness than those applicable to the applicable Refinanced Debt (other than any provisions which apply only to periods after the maturity date of the Refinanced Debt)); provided that (i) such Refinancing Facility shall have (A) a maturity date no earlier than the maturity date of the applicable Refinanced Debt and (B) a weighted average life equal to or greater than that of the Refinanced Debt, (ii) there shall be no scheduled amortization of such Refinancing Facility consisting of Refinancing Revolving Commitments and the scheduled termination date of such Refinancing Revolving Commitments shall not be earlier than the scheduled termination date of the Refinanced Debt, (iii) such Refinancing Facility will rank pari passu or junior in right of payment and of security with the other Obligations hereunder (and, if applicable, be subject to an Intercreditor Agreement) or be unsecured, (iv) such Refinancing Facility shall be guaranteed by the Guarantee, (v) the interest rate margin, rate floors, fees, original issue discount and premiums applicable to such Refinancing Facility shall be determined by the Company and the Lenders providing such Refinancing Facility, (vi) such Refinancing Facility (including, if such Indebtedness includes any Refinancing Revolving Commitments, the unused portion of such Refinancing Revolving Commitments) shall not have a greater principal amount than the principal amount of the Refinanced Debt plus accrued interest, fees and premiums (if any) thereon and fees and expenses associated with the refinancing, and the aggregate unused Refinancing Revolving Commitments shall not exceed the unused Revolving Commitments being replaced and (vii) such Refinanced Debt shall be repaid, defeased or satisfied and discharged on a dollar-for-dollar basis, and all accrued interest, fees and premiums (if any) in connection therewith shall be paid, substantially concurrently with the incurrence of such Refinancing Facility in accordance with the provisions of Section 2.13; provided, further, that to the extent that such Refinancing Facility consists of Refinancing Revolving Commitments, the Revolving Commitments being refinanced by such Refinancing Facility shall be terminated, and all accrued fees in connection therewith shall be paid, on the date such Refinancing Facility is issued, incurred or obtained. (d) In connection with any Refinancing Facility pursuant to this Section 2.19, the Company, the Administrative Agent and each applicable Lender or Additional Lender shall execute and deliver to the Administrative Agent a Refinancing Amendment and such other documentation as the Administrative Agent shall reasonably specify to evidence such Refinancing Facility. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) reasonably necessary to reflect the existence and terms of the Replacement Revolving Commitments established Refinancing Facility incurred pursuant thereto. Any Refinancing Amendment mayThe Company and the Administrative Agent shall be entitled, without the consent of any person other than Lender (except Lenders participating in the Administrative Agentrelevant Refinancing Facility), to enter into any technical amendments they shall reasonably deem necessary (including to the Swingline Lender, the Issuing Banks, the Borrower and the Lenders providing the applicable Credit Agreement definition of “Pro Rata Share”) in order to add a Refinancing Indebtedness, effect such amendments Facility to this Agreement Agreement, including to add Refinancing Loans as Obligations ranking pari passu and sharing pro rata with the other Loan Documents Revolving Facility, and to address the rights of Lenders to vote on amendments, including all affected Lender votes as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, the Swingline Lender, the Issuing Banks and the Borrower Parties, to effect the provisions of this Section 2.22applicable. This Section 2.22 2.19 shall supersede any provisions in Section 9.08 (other than Section 9.08(b)(ix)) 2.13 or 11.01 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 Administrative Agent, the Swingline Lender and each Issuing Bank shall have consented (such consent not to be unreasonably withheld, delayed or conditioned) to such person’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 and from time to timeafter the Closing Date, the Borrower Parties may obtain, from any Lender or any Additional LenderAffiliates thereof or any other lender that is an Eligible Assignee, Credit Agreement Refinancing Indebtedness in respect of all or any portion of AMERICAS/2023095923.12023095923.18 118 Credit Agreement the Loans and or Commitments then outstanding under this AgreementAgreement (which for purposes of this Section 2.17 will be deemed to include any then outstanding Other Loans, Other Commitments, Additional Term Loans, Additional Revolving Credit Commitments, Extended Term Loans or Extended Revolving Credit Commitments), in the form of Other Loans or Other Commitments in each case, case pursuant to a Refinancing Amendment establishing replacement revolving commitments hereunder Amendment. Any Other Loans may participate on a pro rata basis or on a less than pro rata basis (“Replacement Revolving Commitments”). The terms of but not on a greater than pro rata basis) in any Replacement Revolving Commitments shall be voluntary or mandatory prepayments hereunder, as agreed between specified in 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) such consent would be required with regard to the identity of potential lenders pursuant to Section 9.04, such consent not to be unreasonably withheld, delayed or conditioned, and (ii) the Administrative Agent, the Swingline Lender and such Issuing Banks shall remain in such capacity in connection with the Replacement Revolving Commitments)applicable Refinancing Amendment. 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 4.01 (including4.02 and, solely to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of customary legal opinions, board resolutions, officers’ certificates or and/or reaffirmation agreements generally consistent with those delivered on the First Restatement Effective Closing Date under Section 4.02 4.01 (other than which in the case of legal opinions, take into account changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent)). Each Credit Agreement Refinancing Indebtedness incurred under this Section 2.17 shall (i) be in an aggregate principal amount that is not less than $10,000,000 and (ii) (x) with respect to any Other Loans or Other Commitments in the case of any Revolving Credit Loans or Revolving Credit Commitments being refinanced, will have a maturity date that is not prior to the maturity date of the Revolving Credit Loans or Revolving Credit Commitments being refinanced and (y) with respect to any Other Loans or Other Commitments 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. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Replacement Revolving Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments established pursuant theretosubject thereto as Other Loans and/or Other Commitments). Any Refinancing Amendment may, without the consent of any person other than the Administrative Agent, the Swingline Lender, the Issuing Banks, the Borrower and the Lenders providing the applicable Credit Agreement Refinancing IndebtednessLenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, the Swingline Lender, the Issuing Banks Agent and the Borrower PartiesBorrower, to effect the provisions of this Section 2.222.17. This Section 2.22 2.17 shall supersede any provisions in Section 9.08 (other than 2.05, Section 9.08(b)(ix)) 2.13 or Section 10.01 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 Administrative Agent, the Swingline Lender and each Issuing Bank shall have consented (such consent not to be unreasonably withheld, delayed or conditioned) to such person’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 (a) The Borrower may obtain at any time and or from time to time, time after the Borrower Parties may obtainClosing Date, from any Lender or any Person approved by both the Borrower and, if not a Lender, Affiliate of a Lender or an Approved Fund, the Administrative Agent (such approval not to be unreasonably withheld or delayed) (an “Additional Lender, ”) Credit Agreement Refinancing Indebtedness in respect of all or any portion of any Class the Loans and Commitments (such Credit Agreement Refinancing Indebtedness in respect of any Loans, a “Refinancing Tranche”) then outstanding under this AgreementAgreement (which for purposes of this clause (a) will be deemed to include any then outstanding Other Term Loans, Incremental Loans or Extended Loans), in each case, the form of Other Term Loans or Other Term Loan Commitments pursuant to a Refinancing Amendment establishing replacement revolving commitments hereunder (“Replacement Revolving Commitments”). The terms or, in the case such Credit Agreement Refinancing Indebtedness consists of any Replacement Revolving Commitments shall be as agreed between the Borrower Parties and the lenders thereofnotes, and shall be subject pursuant to the consent other agreements referred to in the last sentence of the Administrative Agentdefinition of Credit Agreement Refinancing Indebtedness and in the case of such notes, the Swingline Lender and Refinancing Amendment, if entered into, shall effectuate the Issuing Banks (to the extent (i) such consent would be required with regard to the identity of potential lenders pursuant to Section 9.04, such consent not to be unreasonably withheld, delayed or conditioned, and (ii) the Administrative Agent, the Swingline Lender and such Issuing Banks shall remain purposes set forth in such capacity in connection with the Replacement Revolving Commitmentslast sentence of such definition). The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof Administrative Agent’s receipt of each of the conditions set forth in Section 4.01 (includingcustomary loan documentation and, solely to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of customary legal opinions, board resolutions, officers’ certificates or reaffirmation agreements and other customary closing certificates, in each case consistent with those delivered on the First Restatement Effective Closing Date under Section 4.02 4.01 (other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent)), and customary reaffirmation agreements. Each Refinancing Tranche of Credit Agreement Refinancing Indebtedness incurred under this Section 2.16(a) shall be in an aggregate principal amount that is (x) not less than $25,000,000 and (y) an integral multiple of $1,000,000 in excess thereof. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Replacement Revolving Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments established pursuant theretosubject thereto as Other Term Loans and/or Other Term Loan Commitments). The proceeds of any Refinancing Tranche shall be used to repay Loans of such Class on a pro rata basis. (b) Any Refinancing Amendment may, without the consent of any person other than the Administrative Agent, the Swingline Lender, the Issuing Banks, the Borrower and the Lenders providing the applicable Credit Agreement Refinancing IndebtednessLenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, the Swingline Lender, the Issuing Banks Agent and the Borrower PartiesBorrower, to effect the provisions of this Section. Notwithstanding the foregoing, each of the Administrative Agent and the Collateral Agent shall have the right (but not the obligation) to seek the advice or concurrence of the Required Lenders with respect to any matter contemplated by this Section 2.22. 2.16 and, if either the Administrative Agent or the Collateral Agent seeks such advice or concurrence, it shall be permitted to enter into such amendments with the Borrower in accordance with any instructions actually received by such Required Lenders and shall also be entitled to refrain from entering into such amendments with the Borrower unless and until it shall have received such advice or concurrence; provided, however, that whether or not there has been a request by the Administrative Agent or the Collateral Agent for any such advice or concurrence, all such amendments entered into with the Borrower by the Administrative Agent or the Collateral Agent hereunder shall be binding and conclusive on the Lenders. (c) This Section 2.22 2.16 shall supersede any provisions in Section 9.08 (other than Section 9.08(b)(ix)) 2.13, 2.15 or 11.01 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 Administrative Agent, the Swingline Lender and each Issuing Bank shall have consented (such consent not to be unreasonably withheld, delayed or conditioned) to such person’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 and from time to time(a) On one or more occasions after the Closing Date, the Borrower Parties may obtain, from any Lender or any other bank, financial institution or other institutional lender or investor that agrees to provide any portion of Refinancing Term Loans pursuant to a Refinancing Amendment in accordance with this Section 2.13 (each, an “Additional Refinancing Lender”) (provided that (i) the Administrative Agent shall have consented (not to be unreasonably withheld or delayed) to such Lender’s or Additional Refinancing Lender’s making such Refinancing Term Loans to the extent such consent, if any, would be required under Section 10.07(b) for an assignment of Loans to such Lender or Additional Refinancing Lender, (ii) any Affiliated Lender providing any Refinancing Term Loans shall be subject to the same restrictions set forth in Section 10.07(k) as they would otherwise be subject to with respect to any purchase by or assignment to such Affiliated Lender of Term Loans), Credit Agreement Refinancing Indebtedness in respect of all or any portion of the any Class of Term Loans and Commitments then outstanding under this Agreement, in each case, the form of Refinancing Term Loans or Refinancing Term Commitments pursuant to a Refinancing Amendment establishing replacement revolving commitments hereunder Amendment; provided that notwithstanding anything to the contrary in this Section 2.13 or otherwise, the Refinancing Term Loans may participate on a pro rata basis or less than pro rata basis (“Replacement Revolving but not on a greater than pro rata basis) in any voluntary or mandatory prepayments of Term Loans hereunder, as specified in the applicable Refinancing Amendment. (b) The terms, provisions and documentation of the Refinancing Term Loans or Refinancing Term Commitments”). The terms , as the case may be, of any Replacement Revolving Commitments shall be as agreed between the Borrower Parties and the lenders thereof, and Class shall be subject to the consent limitations set forth in the definition of the Administrative Agent, the Swingline Lender and the Issuing Banks “Credit Agreement Refinancing Indebtedness”. (to the extent (ic) such consent would be required with regard to the identity of potential lenders pursuant to Section 9.04, such consent not to be unreasonably withheld, delayed or conditioned, and (ii) the Administrative Agent, the Swingline Lender and such Issuing Banks shall remain in such capacity in connection with the Replacement Revolving Commitments). The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.01 (including4.02 and, solely to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) customary legal opinions, board resolutions, resolutions and officers’ certificates or reaffirmation agreements consistent with those delivered on the First Restatement Effective Date under Section 4.02 (Closing Date, other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent)). The , and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Credit Agreement Refinancing Indebtedness is provided with the benefit of the applicable Loan Documents. (d) Each issuance of Refinancing Term Loans under Section 2.13(a) shall promptly notify each Lender as to the effectiveness be in an aggregate principal amount that is (x) not less than $25,000,000 and (y) an integral multiple of each Refinancing Amendment. $1,000,000 in excess thereof. (e) Each of the parties hereto hereby agrees that, upon that this Agreement and the effectiveness of any other Loan Documents may be amended pursuant to a Refinancing Amendment, this Agreement shall be deemed amended without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Replacement Revolving Commitments established Credit Agreement Refinancing Indebtedness incurred pursuant thereto. Any Refinancing Amendment may, thereto and (ii) make such other changes to this Agreement and the other Loan Documents consistent with the provisions and intent of the third paragraph of Section 10.01 (without the consent of any person other than the Administrative Agent, the Swingline Lender, the Issuing Banks, the Borrower Required Lenders called for therein) and the Lenders providing the applicable Credit Agreement Refinancing Indebtedness, (iii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, the Swingline Lender, the Issuing Banks Agent and the Borrower PartiesBorrower, to effect the provisions of this Section 2.22. This Section 2.22 shall supersede any provisions in Section 9.08 (other than Section 9.08(b)(ix)) to 2.13, and 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 Required Lenders to provide any Replacement Revolving Commitments) and (b) hereby expressly authorize the Administrative Agent, the Swingline Lender and each Issuing Bank shall have consented (Agent to enter into any such consent not to be unreasonably withheld, delayed or conditioned) to such person’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 personRefinancing Amendment.

Refinancing Amendments. (a) At any time and from time to timeafter the Effective Date, the Borrower Parties may obtain, from any Lender or any Additional Term Lender, Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Term Loans and Commitments then outstanding under this Agreement, Agreement (which for purposes of this clause (a) will be deemed to include any then outstanding Other Term Loans) in each case, the form of Other Term Loans or Other Term Commitments pursuant to a Refinancing Amendment establishing replacement revolving commitments hereunder Amendment; provided that such Credit Agreement Refinancing Indebtedness (“Replacement Revolving Commitments”). The i) will be unsecured or will rank pari passu or junior in right of payment and of security with the other Loans and Commitments hereunder, (ii) will have such pricing and optional prepayment terms of any Replacement Revolving Commitments shall as may be as agreed between by the Borrower Parties and the lenders Lenders thereof, and (iii) the Net Proceeds of such Credit Agreement Refinancing Indebtedness shall be subject applied, substantially concurrently with the incurrence thereof, to the consent prepayment of the Administrative Agent, the Swingline Lender and the Issuing Banks (to the extent (i) such consent would be required with regard to the identity of potential lenders pursuant to Section 9.04, such consent not to be unreasonably withheld, delayed or conditioned, and (ii) the Administrative Agent, the Swingline Lender and such Issuing Banks shall remain in such capacity in connection with the Replacement Revolving Commitments)outstanding Term Loans being so refinanced. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.01 (includingas agreed between the lenders providing such Credit Agreement Refinancing Indebtedness and the Borrower and, solely to the extent reasonably requested by the Term Administrative Agent, receipt by the Term Administrative Agent of customary legal opinions, board resolutions, officers’ certificates or and/or reaffirmation agreements consistent with those delivered on the First Restatement Effective Date under Section 4.02 4.01 (other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Term Administrative Agent). Each Class of Credit Agreement Refinancing Indebtedness incurred under this Section 2.21 shall be in an aggregate principal amount that is (x) not less than $10,000,000 in the case of Other Term Loans and (y) an integral multiple of $1,000,000 in excess thereof (in each case unless the Borrower and the Term Administrative Agent otherwise agree). The Term Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Replacement Revolving Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments established pursuant theretosubject thereto as Other Term Loans and/or Other Term Commitments). Any Refinancing Amendment may, without the consent of any person other than the Administrative Agent, the Swingline Lender, the Issuing Banks, the Borrower and the Lenders providing the applicable Credit Agreement Refinancing IndebtednessLenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Term Administrative Agent, the Swingline Lender, the Issuing Banks Agent and the Borrower PartiesBorrower, to effect the provisions of this Section 2.22Section. (b) This Section 2.22 2.21 shall supersede any provisions in Section 9.08 (other than 2.18 or Section 9.08(b)(ix)) 9.02 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 Administrative Agent, the Swingline Lender and each Issuing Bank shall have consented (such consent not to be unreasonably withheld, delayed or conditioned) to such person’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 and from time to time(a) On one or more occasions after the Closing Date, the Borrower Parties may obtain, from any Lender or any other bank, financial institution or other institutional lender or investor that agrees to provide any portion of Refinancing Loans pursuant to a Refinancing Amendment in accordance with this Section 2.15 (each, an “Additional Refinancing Lender”) (provided that the Administrative Agent shall have consented (not to be unreasonably withheld or delayed) to such Lender’s or Additional Refinancing Lender’s making such Refinancing Loans to the extent such consent, if any, would be required under Section 10.06(b) for an assignment of Loans to such Lender or Additional Refinancing Lender) Credit Agreement Refinancing Indebtedness in respect of all or any portion of the any Class of Loans and Commitments then outstanding under this Agreement, in each case, the form of Refinancing Loans or Refinancing Commitments pursuant to a Refinancing Amendment establishing replacement revolving commitments hereunder Amendment. (“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 (ib) such consent would be required with regard to the identity of potential lenders pursuant to Section 9.04, such consent not to be unreasonably withheld, delayed or conditioned, and (ii) the Administrative Agent, the Swingline Lender and such Issuing Banks shall remain in such capacity in connection with the Replacement Revolving Commitments). The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.01 (including4.02 and, solely to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) customary legal opinions, board resolutions, resolutions and officers’ certificates or reaffirmation agreements consistent with those delivered on the First Restatement Effective Closing Date under Section 4.02 (other than changes to such legal opinions opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent)). The Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Credit Agreement Refinancing Indebtedness is provided with the benefit of the applicable Loan Documents. (c) Each issuance of Credit Agreement Refinancing Indebtedness under this Section 2.15(a) shall promptly notify each Lender as to the effectiveness be in an aggregate principal amount that is (x) not less than $10.0 million and (y) an integral multiple of each Refinancing Amendment. $1.0 million in excess thereof. (d) Each of the parties hereto hereby agrees that, upon that this Agreement and the effectiveness of any other Loan Documents may be amended pursuant to a Refinancing Amendment, this Agreement shall be deemed amended without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Replacement Revolving Commitments established Credit Agreement Refinancing Indebtedness incurred pursuant thereto. Any Refinancing Amendment may, thereto and (ii) make such other changes to this Agreement and the other Loan Documents consistent with the provisions and intent of the second paragraph of Section 10.01 (without the consent of any person other than the Administrative Agent, the Swingline Lender, the Issuing Banks, the Borrower Required Lenders called for therein) and the Lenders providing the applicable Credit Agreement Refinancing Indebtedness, (iii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, the Swingline Lender, the Issuing Banks Agent and the Borrower PartiesBorrower, to effect the provisions of this Section 2.22. This Section 2.22 shall supersede any provisions in Section 9.08 (other than Section 9.08(b)(ix)) to 2.15, and 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 Required Lenders to provide any Replacement Revolving Commitments) and (b) hereby expressly authorize the Administrative Agent, the Swingline Lender and each Issuing Bank shall have consented (Agent to enter into any such consent not to be unreasonably withheld, delayed or conditioned) to such person’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 personRefinancing Amendment.

Refinancing Amendments. (a) At any time and from time to timeafter the Restatement Effective Date, the Borrower Parties may obtain, from any Lender or any Additional Term Lender, Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Term Loans and Commitments then outstanding under this Agreement, Agreement (which for purposes of this clause (a) will be deemed to include any then outstanding Other Term Loans) in each case, the form of Other Term Loans or Other Term Commitments pursuant to a Refinancing Amendment establishing replacement revolving commitments hereunder Amendment; provided that such Credit Agreement Refinancing Indebtedness (“Replacement Revolving Commitments”). The i) will be unsecured or will rank pari passu or junior in right of payment and of security with the other Loans and Commitments hereunder, (ii) will have such pricing and optional prepayment terms of any Replacement Revolving Commitments shall as may be as agreed between by the Borrower Parties and the lenders Lenders thereof, and (iii) the Net Proceeds of such Credit Agreement Refinancing Indebtedness shall be subject applied, substantially concurrently with the incurrence thereof, to the consent prepayment of the Administrative Agent, the Swingline Lender and the Issuing Banks (to the extent (i) such consent would be required with regard to the identity of potential lenders pursuant to Section 9.04, such consent not to be unreasonably withheld, delayed or conditioned, and (ii) the Administrative Agent, the Swingline Lender and such Issuing Banks shall remain in such capacity in connection with the Replacement Revolving Commitments)outstanding Term Loans being so refinanced. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.01 (includingas agreed between the lenders providing such Credit Agreement Refinancing Indebtedness and the Borrower and, solely to the extent reasonably requested by the Term Administrative Agent, receipt by the Term Administrative Agent of customary legal opinions, board resolutions, officers’ certificates or and/or reaffirmation agreements consistent with those delivered on the First Restatement Effective Date under Section 4.02 4.01 (other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Term Administrative Agent). Each Class of Credit Agreement Refinancing Indebtedness incurred under this Section 2.21 shall be in an aggregate principal amount that is (x) not less than $10,000,000 in the case of Other Term Loans and (y) an integral multiple of $1,000,000 in excess thereof (in each case unless the Borrower and the Term Administrative Agent otherwise agree). The Term Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Replacement Revolving Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments established pursuant theretosubject thereto as Other Term Loans and/or Other Term Commitments). Any Refinancing Amendment may, without the consent of any person other than the Administrative Agent, the Swingline Lender, the Issuing Banks, the Borrower and the Lenders providing the applicable Credit Agreement Refinancing IndebtednessLenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Term Administrative Agent, the Swingline Lender, the Issuing Banks Agent and the Borrower PartiesBorrower, to effect the provisions of this Section 2.22. Section. (b) This Section 2.22 2.21 shall supersede any provisions in Section 9.08 (other than 2.18 or Section 9.08(b)(ix)) 9.02 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 Administrative Agent, the Swingline Lender and each Issuing Bank shall have consented (such consent not to be unreasonably withheld, delayed or conditioned) to such person’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 and from time to time(a) On one or more occasions after the Closing Date, the Borrower Parties may obtain, from any Lender or any other bank, financial institution or other institutional lender or investor that agrees to provide any portion of Refinancing Term Loans pursuant to a Refinancing Amendment in accordance with this Section 2.13 (each, an “Additional Refinancing Lender”) (provided that (i) the Administrative Agent shall have consented (not to be unreasonably withheld or delayed) to such Lender’s or Additional Refinancing Lender’s making such Refinancing Term Loans to the extent such consent, if any, would be required under Section 10.07(b) for an assignment of Loans to such Lender or Additional Refinancing Lender, (ii) any Affiliated Lender providing any Refinancing Term Loans shall be subject to the same restrictions set forth in Section 10.07(k) as they would otherwise be subject to with respect to any purchase by or assignment to such Affiliated Lender of Term Loans), Credit Agreement Refinancing Indebtedness in respect of all or any portion of the any Class of Term Loans and Commitments then outstanding under this Agreement, in each case, the form of Refinancing Term Loans or Refinancing Term Commitments pursuant to a Refinancing Amendment establishing replacement revolving commitments hereunder Amendment; provided that notwithstanding anything to the contrary in this Section 2.13 or otherwise, the Refinancing Term Loans may participate on a pro rata basis or less than pro rata basis (“Replacement Revolving but not on a greater than pro rata basis) in any voluntary or mandatory prepayments of Term Loans hereunder, as specified in the applicable Refinancing Amendment. (b) The terms, provisions and documentation of the Refinancing Term Loans or Refinancing Term Commitments”). The terms , as the case may be, of any Replacement Revolving Commitments shall be as agreed between the Borrower Parties and the lenders thereof, and Class shall be subject to the consent limitations set forth in the definition of the Administrative Agent, the Swingline Lender and the Issuing Banks “Credit Agreement Refinancing Indebtedness”. (to the extent (ic) such consent would be required with regard to the identity of potential lenders pursuant to Section 9.04, such consent not to be unreasonably withheld, delayed or conditioned, and (ii) the Administrative Agent, the Swingline Lender and such Issuing Banks shall remain in such capacity in connection with the Replacement Revolving Commitments). The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.01 (including4.02 and, solely to the extent reasonably requested by the Administrative AgentAgent or the Required Lenders, receipt by the Administrative Agent of (i) customary legal opinions, board resolutions, resolutions and officers’ certificates or reaffirmation agreements consistent with those delivered on the First Restatement Effective Date under Section 4.02 (Closing Date, other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent)). The Agent and the Required Lenders, and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent or the Required Lenders in order to ensure that such Credit Agreement Refinancing Indebtedness is provided with the benefit of the applicable Loan Documents. (d) Each issuance of Refinancing Term Loans under Section 2.13(a) shall promptly notify each Lender as to the effectiveness be in an aggregate principal amount that is (x) not less than $25,000,000 and (y) an integral multiple of each Refinancing Amendment. $1,000,000 in excess thereof. (e) Each of the parties hereto hereby agrees that, upon that this Agreement and the effectiveness of any other Loan Documents may be amended pursuant to a Refinancing Amendment, this Agreement shall be deemed amended without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Replacement Revolving Commitments established Credit Agreement Refinancing Indebtedness incurred pursuant thereto. Any Refinancing Amendment may, thereto and (ii) make such other changes to this Agreement and the other Loan Documents consistent with the provisions and intent of the third paragraph of Section 10.01 (without the consent of any person other than the Administrative Agent, the Swingline Lender, the Issuing Banks, the Borrower Required Lenders called for therein) and the Lenders providing the applicable Credit Agreement Refinancing Indebtedness, (iii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, the Swingline Lender, the Issuing Banks Required Lenders and the Borrower PartiesBorrower, to effect the provisions of this Section 2.22. This Section 2.22 shall supersede any provisions in Section 9.08 (other than Section 9.08(b)(ix)) to 2.13, and 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 Required Lenders to provide any Replacement Revolving Commitments) and (b) hereby expressly authorize the Administrative Agent, the Swingline Lender and each Issuing Bank shall have consented (Agent to enter into any such consent not to be unreasonably withheld, delayed or conditioned) to such person’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 personRefinancing Amendment.

Refinancing Amendments. A. At any time and from time to timeafter the Closing Date, the Borrower Parties Company may obtain, from any Lender or any Additional Lender, Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Term Loans and Commitments then outstanding under this AgreementAgreement (which for purposes of this clause (a) will be deemed to include any then outstanding Other Term Loans, Other Term Loan Commitments and Incremental Term Loans), in each case, the form of Other Term Loans or Other Term Loan Commitments under this Agreement pursuant to a Refinancing 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) such consent would be required with regard to the identity of potential lenders pursuant to Section 9.04, such consent not to be unreasonably withheld, delayed or conditioned, and (ii) the Administrative Agent, the Swingline Lender and such Issuing Banks shall remain in such capacity in connection with the Replacement Revolving Commitments)Amendment. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.01 (including4.2 and, solely to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of customary legal opinions, board resolutions, officers’ certificates or and/or reaffirmation agreements consistent with those delivered on the First Restatement Effective Closing Date under Section 4.02 4.1 (other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent). Each Tranche of Credit Agreement Refinancing Indebtedness incurred under this Section 2.14 shall be in an aggregate principal amount that is (x) not less than $25,000,000 and (y) an integral multiple of $1,000,000 in excess thereof (unless such Credit Agreement Refinancing Indebtedness is incurred to refinance all outstanding Loans with respect to a Tranche). The . B. Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Replacement Revolving Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Term Loans and Commitments established pursuant theretosubject thereto as Other Term Loans and/or Other Term Loan Commitments). Any Refinancing Amendment may, without the consent of any person other than the Administrative Agent, the Swingline Lender, the Issuing Banks, the Borrower and the Lenders providing the applicable Credit Agreement Refinancing IndebtednessLenders, effect such amendments to this Agreement and the other Loan Credit Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, the Swingline Lender, the Issuing Banks Agent and the Borrower PartiesCompany, to effect the provisions of this Section 2.22. This Section 2.22 shall supersede any provisions in Section 9.08 (other than Section 9.08(b)(ix)) 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 Administrative Agent, the Swingline Lender and each Issuing Bank shall have consented (such consent not to be unreasonably withheld, delayed or conditioned) to such person’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 personSection.

Refinancing Amendments. At any time and from time to time, the a. Borrower Parties may obtain, from any Lender or any other bank, financial institution or other institutional lender or investor that agrees to provide any portion of Refinancing Term Loans or Refinancing Term Commitments pursuant to a Refinancing Amendment in accordance with this Section 2.21 (each, an “Additional Refinancing Lender”) (provided that the Administrative Agent shall have consented to such Lender’s or Additional Refinancing Lender’s making such Refinancing Term Loans, to the extent such consent, if any, would be required under Section 10.04(b) for an assignment of Term Loans to such Lender or Additional Refinancing Lender), Credit Agreement Refinancing Indebtedness in respect of all or any portion of the any Class of Term Loans and Commitments then outstanding under this AgreementAgreement (which for purposes of this clause (a) will be deemed to include any then outstanding Refinancing Term Loans and/or Incremental Term Loans), in the form of Refinancing Term Loans or Refinancing Term Commitments, in each case, pursuant to a Refinancing 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) such consent would be required with regard to the identity of potential lenders pursuant to Section 9.04, such consent not to be unreasonably withheld, delayed or conditioned, and (ii) the Administrative Agent, the Swingline Lender and such Issuing Banks shall remain in such capacity in connection with the Replacement Revolving Commitments). Amendment. b. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.01 (including4.02 and, solely to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) customary legal opinions, board resolutions, resolutions and officers’ certificates or reaffirmation agreements substantially consistent with those delivered on the First Restatement Effective Closing Date under Section 4.02 and (other than changes to ii) reaffirmation agreements and/or such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory amendments to the Administrative Agent)). The Security Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Credit Agreement Refinancing Indebtedness is provided with the benefit of the applicable Loan Documents. c. Each Class of Credit Agreement Refinancing Indebtedness incurred under this Section 2.21 shall promptly notify each Lender as to be in an aggregate principal amount that is not less than $10,000,000 and in the effectiveness case of each Refinancing Amendment. Term Loans an integral multiple of $1,000,000 in excess thereof. d. Each of the parties hereto hereby agrees that, upon that this Agreement and the effectiveness of any other Loan Documents may be amended pursuant to a Refinancing Amendment, this Agreement shall be deemed amended without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Replacement Revolving Commitments established pursuant thereto. Any Refinancing Amendment may, without the consent of any person other than the Administrative Agent, the Swingline Lender, the Issuing Banks, the Borrower and the Lenders providing the applicable Credit Agreement Refinancing Indebtedness, Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Refinancing Term Loans and/or Refinancing Term Commitments) and (ii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, the Swingline Lender, the Issuing Banks Agent and the Borrower PartiesBorrower, to effect the provisions of this Section 2.22. 2.21, and the Required Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment. e. This Section 2.22 2.21 shall supersede any provisions in Section 9.08 (other than 2.14 or Section 9.08(b)(ix)) 10.02 to the contrary; provided that, notwithstanding the foregoing, the provisions of Section 10.02(b)(xii) shall continue to inure to the benefit of the Agents and no provision of any Refinancing Amendment may affect any rights or obligations of any Agent without the consents that would be required thereby with respect to any amendment, to the rights of such Agent. It is understood that (a) No Lender shall be under any Lender approached obligation to provide all or any Refinancing Term Commitment unless such Lender executes a portion of Replacement Revolving Commitments Refinancing Amendment (which such Lender may elect or decline, decline to execute 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 Administrative Agent, the Swingline Lender and each Issuing Bank shall have consented (such consent not to be unreasonably withheld, delayed or conditioned) to such person’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. (a) At any time and from time to timeafter the Effective Date, the Borrower Parties may obtain, from any Lender or any Additional Lender, Credit Agreement Refinancing Indebtedness in respect of (i) all or any portion of the Term Loans and Commitments then outstanding under this AgreementAgreement (which for purposes of this clause (i) will be deemed to include any then outstanding Other First Lien Term Loans) and (ii) all or any portion of First Lien Incremental Equivalent Debt, in the form of Other First Lien Term Loans or Other First Lien Term Commitments, as the case may be, in each case, case pursuant to a Refinancing Amendment establishing replacement revolving commitments hereunder Amendment; provided that such Credit Agreement Refinancing Indebtedness (“Replacement Revolving Commitments”). The i) will be unsecured or will be secured by the Collateral on a pari passu or junior basis with the Secured Obligations (and if secured, subject to the terms of any Replacement Revolving Commitments shall 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 as agreed between by the Borrower Parties and the lenders Lenders thereof, and (iii) the Net Proceeds of such Credit Agreement Refinancing Indebtedness shall be subject applied, substantially concurrently with the incurrence thereof, to the consent prepayment of outstanding Term Loans being so refinanced or the Administrative Agentprepayment, satisfaction and discharge or redemption of outstanding First Lien Incremental Equivalent Debt, as the Swingline Lender and the Issuing Banks (to the extent (i) such consent would be required with regard to the identity of potential lenders pursuant to Section 9.04, such consent not to be unreasonably withheld, delayed or conditioned, and (ii) the Administrative Agent, the Swingline Lender and such Issuing Banks shall remain in such capacity in connection with the Replacement Revolving Commitments)case 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 4.01 (includingas agreed between the lenders providing such Credit Agreement Refinancing Indebtedness and the Borrower and, solely to the extent reasonably requested by the First Lien Administrative Agent, receipt by the First Lien Administrative Agent of customary legal opinions, board resolutions, officers’ certificates or and/or reaffirmation agreements consistent with those delivered on the First Restatement Effective Date under Section 4.02 4.01 (other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the First Lien Administrative Agent). Each Class of Credit Agreement Refinancing Indebtedness incurred under this Section 2.21 shall be in an aggregate principal amount that is (x) not less than $10,000,000 in the 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, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Replacement Revolving Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments established pursuant theretosubject thereto as Other First Lien Term Loans and/or Other First Lien Term Commitments). Any Refinancing Amendment may, without the consent of any person other than the Administrative Agent, the Swingline Lender, the Issuing Banks, the Borrower and the Lenders providing the applicable Credit Agreement Refinancing IndebtednessLenders, effect such amendments to this Agreement and the other First Lien Loan Documents as may be necessary or appropriate, in the reasonable opinion of the First Lien Administrative Agent, the Swingline Lender, the Issuing Banks Agent and the Borrower PartiesBorrower, to effect the provisions of this Section 2.22. 2.21 (b) This Section 2.22 2.21 shall supersede any provisions in Section 9.08 (other than 2.18 or Section 9.08(b)(ix)) 9.02 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 Administrative Agent, the Swingline Lender and each Issuing Bank shall have consented (such consent not to be unreasonably withheld, delayed or conditioned) to such person’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. (a) At any time and from time to timeafter the Closing Date, the Borrower Parties Borrowers may obtain, from any Lender or any Additional Refinancing Lender, Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Loans and Commitments then outstanding under this AgreementAgreement (including any Incremental Loans, in each case, Extended Loans or other Refinancing Loans) pursuant to an amendment to this Agreement (such an amendment, a “Refinancing Amendment establishing replacement revolving commitments hereunder (“Replacement Revolving CommitmentsAmendment”). 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) such consent would be required with regard to the identity of potential lenders pursuant to Section 9.04, such consent not to be unreasonably withheld, delayed or conditioned, and (ii) the Administrative Agent, the Swingline Lender and such Issuing Banks shall remain in such capacity in connection with the Replacement Revolving Commitments). The effectiveness of any Refinancing Amendment shall be subject to (i) there being no Default or Event of Default on such date before or after giving effect to such Refinancing Loans; (ii) all representations and warranties made by any Credit Party contained herein or in the satisfaction other Credit Documents being true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) with the same effect as though such representations and warranties had been made on and as of the date thereof of each such date (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) as of the conditions set forth in Section 4.01 such earlier date); and (including, solely iii) to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent on the date thereof of customary legal opinions, board resolutions, officers’ certificates or (a) items similar to those in Sections 6 with respect to the transactions contemplated by any Refinancing Amendment (with references to the Closing Date being replaced by the effective date of such Refinancing Amendment) and (b) reaffirmation agreements consistent and/or such amendments to the Security Documents as may be reasonably requested by the Collateral Agent in order to ensure that the Extended Loans are provided with those delivered the benefit of the applicable Credit Documents. The agent for the Credit Agreement Refinancing Indebtedness, if such Indebtedness is secured by a Lien on any asset of RailAmerica or any Restricted Subsidiary shall enter into each of the First Restatement Effective Date Intercreditor Agreements in the capacity as an agent for such Credit Agreement Refinancing Indebtedness. (b) Each issuance of Credit Agreement Refinancing Indebtedness under Section 4.02 3.2(a) shall be in an aggregate principal amount that is (other x) not less than changes to such legal opinions resulting from a change $50,000,000 and (y) an integral multiple of $5,000,000 in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent)). excess thereof. (c) The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Replacement Revolving Commitments established Credit Agreement Refinancing Indebtedness incurred pursuant thereto. Any Refinancing Amendment may, without the consent of any person other than the Administrative Agent, the Swingline Lender, the Issuing Banks, the Borrower and the Lenders providing the applicable Credit Agreement Refinancing IndebtednessLenders, effect such amendments to this Agreement and the other Loan Credit Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, the Swingline Lender, the Issuing Banks Agent and the Borrower PartiesBorrowers, to effect the provisions of this Section 2.223.2. This Section 2.22 3.2 shall supersede any provisions in Section 9.08 (other than Section 9.08(b)(ix)) 13.1 to the contrary. It is understood that . (ad) The effectiveness of any Lender approached Refinancing Amendment shall be subject to provide all or a portion the satisfaction on the date thereof of Replacement Revolving Commitments may elect or decline, each of the conditions set forth in its sole discretionSection 3.2(a) and, to provide the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) items similar to those in Sections 6 with respect to the transactions contemplated by any Refinancing Amendment (with references to the Closing Date being replaced by the effective date of such Replacement Revolving Commitments Refinancing Amendment) (it being understood that there is no obligation by any such items that are substantially consistent with those delivered on the Borrower to approach any existing Lenders to provide any Replacement Revolving CommitmentsClosing Date shall be satisfactory) and (bii) reaffirmation agreements and/or such amendments to the Administrative Agent, Security Documents as may be reasonably requested by the Swingline Lender and each Issuing Bank Collateral Agent in order to ensure that the Refinancing Loans are provided with the benefit of the applicable Credit Documents. Each exercise of the refinancing feature referred to in this Section 3.2 shall have consented (such consent not to be unreasonably withheld, delayed or conditioned) to such person’s providing such Replacement Revolving Commitments if such consent would be required under Section 9.04 for an assignment result in the Refinancing Loans being deemed a separate Class of Loans or Commitments to such personLoans.

Refinancing Amendments. (1) At any time and from time to timeafter the Effective Date, the Borrower Parties may obtain, from any Lender or any Additional Term Lender, Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Term Loans and Commitments then outstanding under this Agreement, Agreement (which for purposes of this clause (a) will be deemed to include any then outstanding Other Term Loans) in each case, the form of Other Term Loans or Other Term Commitments pursuant to a Refinancing Amendment establishing replacement revolving commitments hereunder Amendment; provided that such Credit Agreement Refinancing Indebtedness (“Replacement Revolving Commitments”). The i) will be unsecured or will rank pari passu or junior in right of payment and of security with the other Loans and Commitments hereunder, (ii) will have such pricing and optional prepayment terms of any Replacement Revolving Commitments shall as may be as agreed between by the Borrower Parties and the lenders Lenders thereof, and (iii) the Net Proceeds of such Credit Agreement Refinancing Indebtedness shall be subject applied, substantially concurrently with the incurrence thereof, to the consent prepayment of the Administrative Agent, the Swingline Lender and the Issuing Banks (to the extent (i) such consent would be required with regard to the identity of potential lenders pursuant to Section 9.04, such consent not to be unreasonably withheld, delayed or conditioned, and (ii) the Administrative Agent, the Swingline Lender and such Issuing Banks shall remain in such capacity in connection with the Replacement Revolving Commitments)outstanding Term Loans being so refinanced. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.01 (includingas agreed between the lenders providing such Credit Agreement Refinancing Indebtedness and the Borrower and, solely to the extent reasonably requested by the Term Administrative Agent, receipt by the Term Administrative Agent of customary legal opinions, board resolutions, officers’ certificates or and/or reaffirmation agreements consistent with those delivered on the First Restatement Effective Date under Section 4.02 4.01 (other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Term Administrative Agent). Each Class of Credit Agreement Refinancing Indebtedness incurred under this Section 2.21 shall be in an aggregate principal amount that is (x) not less than $10,000,000 in the case of Other Term Loans and (y) an integral multiple of $1,000,000 in excess thereof (in each case unless the Borrower and the Term Administrative Agent otherwise agree). The Term Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Replacement Revolving Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments established pursuant theretosubject thereto as Other Term Loans and/or Other Term Commitments). Any Refinancing Amendment may, without the consent of any person other than the Administrative Agent, the Swingline Lender, the Issuing Banks, the Borrower and the Lenders providing the applicable Credit Agreement Refinancing IndebtednessLenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Term Administrative Agent, the Swingline Lender, the Issuing Banks Agent and the Borrower PartiesBorrower, to effect the provisions of this Section 2.22Section. -96- to the contrary. (2) This Section 2.22 2.21 shall supersede any provisions in Section 9.08 (other than 2.18 or Section 9.08(b)(ix)) 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 Administrative Agent, the Swingline Lender and each Issuing Bank shall have consented (such consent not to be unreasonably withheld, delayed or conditioned) to such person’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.9.02

Refinancing Amendments. At any time and from time to time(a) On one or more occasions after the Closing Date, the Borrower Parties may obtain, from any Lender or any other bank, financial institution or other institutional lender or investor that agrees to provide any portion of Refinancing Term Loans pursuant to an amendment (a “Refinancing Amendment”) in accordance with this Section 2.14 (each, an “Additional Refinancing Lender”) (provided that the Administrative Agent shall have consented (such consent not to be unreasonably withheld or delayed) to such Lender’s or Additional Refinancing Lender’s making such Refinancing Term Loans to the extent such consent, if any, would be required under Section 10.06(b)(iii)(B) for an assignment of Loans to such Lender or Additional Refinancing Lender) or Credit Agreement Refinancing Indebtedness in respect of all or any portion of any Class of Loans then outstanding, Document Number: 1345735 -51- in the form of Refinancing Term Loans and or Refinancing Term Commitments then outstanding under this Agreement, in each case, pursuant to a Refinancing Amendment establishing replacement revolving commitments hereunder Amendment. (“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 (ib) such consent would be required with regard to the identity of potential lenders pursuant to Section 9.04, such consent not to be unreasonably withheld, delayed or conditioned, and (ii) the Administrative Agent, the Swingline Lender and such Issuing Banks shall remain in such capacity in connection with the Replacement Revolving Commitments). The effectiveness of any Refinancing Amendment shall be subject to (i) the satisfaction on the date thereof of each accuracy in all material respects of the conditions representations and warranties set forth in Section 4.01 Article V as of the date of Incurrence of such Indebtedness, after giving effect to such Incurrence (includingexcept to the extent that any such representation or warranty is expressly stated to be made as of an earlier date) and (ii) immediately after the Incurrence of such Indebtedness, solely no Default or Event of Default exists and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (x) customary legal opinions, board resolutions, resolutions and officers’ certificates or reaffirmation agreements consistent with those delivered on the First Restatement Effective Closing Date under Section 4.02 (other than changes to such legal opinions opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent)). The Agent and (y) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Credit Agreement Refinancing Indebtedness is provided with the benefit of the applicable Loan Documents. (c) Each issuance of Credit Agreement Refinancing Indebtedness under Section 2.14(a) shall promptly notify each Lender as to the effectiveness be in an aggregate principal amount that is (x) not less than $25,000,000 and (y) an integral multiple of each Refinancing Amendment. $1,000,000 in excess thereof. (d) Each of the parties hereto hereby agrees that, upon that this Agreement and the effectiveness of any other Loan Documents may be amended pursuant to a Refinancing Amendment, this Agreement shall be deemed amended without the consent of any other Lenders, (i) to the extent (but only to the extent) necessary to reflect the existence and terms of the Replacement Revolving Commitments established pursuant thereto. Any Refinancing Amendment may, without the consent of any person other than the Administrative Agent, the Swingline Lender, the Issuing Banks, the Borrower and the Lenders providing the applicable Credit Agreement Refinancing Indebtedness, Indebtedness Incurred pursuant thereto and (ii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, the Swingline Lender, the Issuing Banks Agent and the Borrower PartiesBorrower, to effect the provisions of this Section 2.22. This Section 2.22 shall supersede any provisions in Section 9.08 (other than Section 9.08(b)(ix)) to 2.14, and 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) hereby expressly authorize the Administrative Agent, the Swingline Lender and each Issuing Bank shall have consented (Agent to enter into any such consent not to be unreasonably withheld, delayed or conditioned) to such person’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 personRefinancing Amendment.

Refinancing Amendments. At any time and from time to timeAfter the Closing Date, the Borrower Parties may obtain, from any Lender or any Additional Lender, Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Term Loans and Commitments then outstanding under this AgreementAgreement (which for purposes of this Section 2.15 will be deemed to include any then outstanding Other Term Loans, New Term Loans, Extended Term Loans) in each case, case pursuant to a Refinancing Amendment establishing replacement revolving commitments hereunder (“Replacement Revolving Commitments”). The terms Amendment; provided that there shall be no obligors in respect of any Replacement Revolving Commitments shall be as Credit Agreement Refinancing Indebtedness that are not Loan Parties; 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 Parties and the lenders thereofLenders 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, and shall be subject to incurred or obtained. Any Other Term Loans may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments hereunder, as specified in the consent of the Administrative Agent, the Swingline Lender and the Issuing Banks (to the extent (i) such consent would be required with regard to the identity of potential lenders pursuant to Section 9.04, such consent not to be unreasonably withheld, delayed or conditioned, and (ii) the Administrative Agent, the Swingline Lender and such Issuing Banks shall remain in such capacity in connection with the Replacement Revolving Commitments)applicable Refinancing Amendment. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.01 (including4.02 and, solely to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of customary legal opinions, board resolutions, officers’ certificates or and/or reaffirmation agreements consistent with those delivered on the First Restatement Effective Closing Date under Section 4.02 4.01 (other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent)). Each incurrence of Credit Agreement Refinancing Indebtedness under this Section 2.15 shall be in an aggregate principal amount 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, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Replacement Revolving Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments established pursuant theretosubject thereto as Other Term Loans and/or Other Term Commitments). Any Refinancing Amendment may, without the consent of any person other than the Administrative Agent, the Swingline Lender, the Issuing Banks, the Borrower and the Lenders providing the applicable Credit Agreement Refinancing IndebtednessLenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, the Swingline Lender, the Issuing Banks Agent and the Borrower PartiesBorrower, to effect the provisions of this Section 2.222.15. This Section 2.22 2.15 shall supersede any provisions in Section 9.08 (other than Section 9.08(b)(ix)) 2.13 or 10.01 to the contrary. It is understood that (aw) any Lender approached to provide all or a portion of Replacement Revolving Commitments Credit Agreement Refinancing Indebtedness may elect or decline, in its sole discretion, to provide such Replacement Revolving Commitments Credit Agreement Refinancing Indebtedness (it being understood that there is no obligation by the Borrower to approach any existing Lenders to provide any Replacement Revolving CommitmentsOther Term Commitment) and (bx) the Administrative Agent, the Swingline Lender and each Issuing Bank Agent shall have consented (such consent not to be unreasonably withheld, delayed or conditioned) to such personPerson’s providing such Replacement Revolving Commitments Credit Agreement Refinancing Indebtedness if such consent would be required under Section 9.04 10.07 for an assignment of Loans or Commitments to such personPerson 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 Affiliated Lender of Term Loans.

Refinancing Amendments. At any time and from time to timeafter the Closing Date, the Borrower Parties may obtain, from any Lender or any Additional Lender, Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Term Loans and Commitments then outstanding under this Agreement, in the form of Other Term Loans or Other Term Commitments in each case, case pursuant to a Refinancing Amendment establishing replacement revolving commitments 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 Commitments hereunder and (“Replacement Revolving Commitments”). The ii) will have such pricing, interest rates, fees, premiums and optional and mandatory prepayment or redemption terms of any Replacement Revolving Commitments shall as may be as agreed between by the Borrower Parties and the lenders Lenders thereof. Any Other Term Loans may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments hereunder, and as specified in the applicable Refinancing Amendment. For the avoidance of doubt, any Affiliated Lender that provides any Other Term Loans shall be subject to the consent of limitations on Affiliated Lenders set forth in Section 8.05(j) (including the Administrative Agent, the Swingline Affiliated Lender and the Issuing Banks (to the extent (i) such consent would be required with regard to the identity of potential lenders pursuant to Section 9.04, such consent not to be unreasonably withheld, delayed or conditioned, and (ii) the Administrative Agent, the Swingline Lender and such Issuing Banks shall remain in such capacity in connection with the Replacement Revolving CommitmentsCap). 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 4.01 (including3.02 and, solely to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of customary legal opinions, board resolutions, officers’ certificates or and/or reaffirmation agreements substantially consistent with those delivered on the First Restatement Effective Closing Date under Section 4.02 (other than changes to such legal opinions resulting from a change 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)). The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Replacement Revolving Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments established pursuant theretosubject thereto as Other Term Loans and/or Other Term Commitments). Any Refinancing Amendment may, without the consent of any person other than the Administrative Agent, the Swingline Lender, the Issuing Banks, the Borrower and the Lenders providing the applicable Credit Agreement Refinancing IndebtednessLenders, effect such amendments to this Agreement and the other Loan Credit Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, the Swingline Lender, the Issuing Banks Agent and the Borrower PartiesBorrower, to effect the provisions of this Section 2.222.20. This Section 2.22 2.20 shall supersede any provisions in Section 9.08 (other than Section 9.08(b)(ix)) 2.07 or 8.04 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 Administrative Agent, the Swingline Lender and each Issuing Bank shall have consented (such consent not to be unreasonably withheld, delayed or conditioned) to such person’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 and (a) The Company may, by written notice to the Administrative Agent from time to time, the Borrower Parties may obtainrequest Indebtedness in exchange for, from any Lender or to extend, renew, replace or refinance, in whole or in part, existing Incremental Term Loans or existing Revolving Loans (or unused Revolving Commitments), or any Additional Lenderthen-existing Refinancing Term Loans or Refinancing Revolving Commitments (solely for purposes of this Section 2.19, Credit Agreement “Refinanced Debt”) in the form of (i) Refinancing Indebtedness Term Loans in respect of all or any portion of any Class of Term Loans then outstanding under this Agreement or (ii) Refinancing Revolving Commitments in respect of all or any portion of any Revolving Loans (and the Loans and unused Revolving Commitments with respect to such Revolving Loans) then outstanding under this Agreement, in each case, case pursuant to a Refinancing Amendment establishing replacement revolving commitments hereunder (such Indebtedness, “Replacement Revolving CommitmentsRefinancing Facility”). The terms of any Replacement Revolving Commitments shall be as agreed between the Borrower Parties and the lenders thereof, and shall be subject Each written notice to the consent of the Administrative Agent, the Swingline Lender and the Issuing Banks (to the extent Agent requesting a Refinancing Amendment shall set forth (i) such consent would the amount of the Refinancing Term Loans or Refinancing Revolving Commitments being requested (which shall be required with regard to the identity in minimum increments of potential lenders pursuant to Section 9.04, such consent not to be unreasonably withheld, delayed or conditioned, $1,000,000 and a minimum amount of $10,000,000) and (ii) the date on which such Refinancing Term Loans or Refinancing Revolving Commitments are requested to become effective (which shall not be less than three Business Days (or such shorter period as the Administrative Agent, Agent may reasonably agree) after the Swingline Lender and date of such Issuing Banks shall remain in such capacity in connection with the Replacement Revolving Commitmentsnotice). The Company shall seek a Refinancing Facility from existing Lenders on a pro rata basis (each of which shall be entitled to agree or decline to participate in its sole discretion) and to the extent not accepted by existing Lenders, may invite any Person that is an Eligible Assignee (each such Person that is not an existing Lender and that agrees to provide any portion of the Refinancing Facility pursuant to a Refinancing Amendment in accordance with this Section 2.19, an “Additional Lender”). (b) Notwithstanding the foregoing, the effectiveness of any Refinancing Amendment shall be subject to the satisfaction (i) on the date thereof of effectiveness thereof, no Event of Default shall have occurred and be continuing or shall be caused thereby, (ii) the terms of the applicable Refinancing Facility shall comply with Section 2.19(c), (iii) before and after giving effect to the incurrence of any Refinancing Facility, each of the conditions set forth in Section 4.01 5.02 shall be satisfied, and (includingiv) except as otherwise specified in the applicable Refinancing Amendment, solely to the extent Administrative Agent shall have received (with sufficient copies for each of the Refinancing Term Loan Lenders and Refinancing Revolving Lenders, as applicable) legal opinions, board resolutions and other closing certificates reasonably requested by the Administrative Agent, receipt by the Administrative Agent of customary legal opinions, board resolutions, officers’ certificates or reaffirmation agreements and consistent with those delivered on the First Restatement Effective Date under Section 4.02 5.01. (other than changes c) The terms and provisions of any Refinancing Facility incurred pursuant to such legal opinions resulting from a change any Refinancing Amendment shall be, except as otherwise set forth herein or in law, change in fact or change to counsel’s form of opinion the Refinancing Amendment and reasonably satisfactory acceptable to the Administrative Agent, taken as a whole, determined by the Company, no more favorable to the Lenders providing such Indebtedness than those applicable to the applicable Refinanced Debt (other than any provisions which apply only to periods after the maturity date of the Refinanced Debt)); provided that (i) such Refinancing Facility shall have (A) a maturity date no earlier than the maturity date of the applicable Refinanced Debt and (B) a weighted average life equal to or greater than that of the Refinanced Debt, (ii) there shall be no scheduled amortization of such Refinancing Facility consisting of Refinancing Revolving Commitments and the scheduled termination date of such Refinancing Revolving Commitments shall not be earlier than the scheduled termination date of the Refinanced Debt, (iii) such Refinancing Facility will rank pari passu or junior in right of payment and of security with the other Obligations hereunder (and, if applicable, be subject to an Intercreditor Agreement) or be unsecured, (iv) such Refinancing Facility shall be guaranteed by the Guarantee, (v) the interest rate margin, rate floors, fees, original issue discount and premiums applicable to such Refinancing Facility shall be determined by the Company and the Lenders providing such Refinancing Facility, (vi) such Refinancing Facility (including, if such Indebtedness includes any Refinancing Revolving Commitments, the unused portion of such Refinancing Revolving Commitments) shall not have a greater principal amount than the principal amount of the Refinanced Debt plus accrued interest, fees and premiums (if any) thereon and fees and expenses associated with the refinancing, and the aggregate unused Refinancing Revolving Commitments shall not exceed the unused Revolving Commitments being replaced, and (vii) such Refinanced Debt shall be repaid, defeased or satisfied and discharged on a dollar-for-dollar basis, and all accrued interest, fees and premiums (if any) in connection therewith shall be paid, substantially concurrently with the incurrence of such Refinancing Facility in accordance with the provisions of Section 2.13; provided, further, that to the extent that such Refinancing Facility consists of Refinancing Revolving Commitments, the Revolving Commitments being refinanced by such Refinancing Facility shall be terminated, and all accrued fees in connection therewith shall be paid, on the date such Refinancing Facility is issued, incurred or obtained. (d) In connection with any Refinancing Facility pursuant to this Section 2.19, the Company, the Administrative Agent and each applicable Lender or Additional Lender shall execute and deliver to the Administrative Agent a Refinancing Amendment and such other documentation as the Administrative Agent shall reasonably specify to evidence such Refinancing Facility. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) reasonably necessary to reflect the existence and terms of the Replacement Revolving Commitments established Refinancing Facility incurred pursuant thereto. Any Refinancing Amendment mayThe Company and the Administrative Agent shall be entitled, without the consent of any person other than Lender (except Lenders participating in the Administrative Agentrelevant Refinancing Facility), to enter into any technical amendments they shall reasonably deem necessary (including to the Swingline Lender, the Issuing Banks, the Borrower and the Lenders providing the applicable Credit Agreement definition of “Pro Rata Share”) in order to add a Refinancing Indebtedness, effect such amendments Facility to this Agreement Agreement, including to add Refinancing Loans as Obligations ranking pari passu and sharing pro rata with the other Loan Documents Revolving Credit Facility, and to address the rights of Lenders to vote on amendments, including all affected Lender votes as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, the Swingline Lender, the Issuing Banks and the Borrower Parties, to effect the provisions of this Section 2.22applicable. This Section 2.22 2.19 shall supersede any provisions in Section 9.08 (other than Section 9.08(b)(ix)) 2.13 or 11.01 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 Administrative Agent, the Swingline Lender and each Issuing Bank shall have consented (such consent not to be unreasonably withheld, delayed or conditioned) to such person’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 and from time to time(a) On one or more occasions after the Closing Date, the Borrower Parties may obtain, from any Lender or any other bank, financial institution or other institutional lender or investor that agrees to provide any portion of Refinancing Loans pursuant to a Refinancing Amendment in accordance with Section 2.15 (each, an “Additional Refinancing Lender”) (provided that (i) the Administrative Agent shall have consented (not to be unreasonably withheld or delayed) to such Lender’s or Additional Refinancing Lender’s making such Refinancing Loans to the extent such consent, if any, would be required under Section 10.06(b) for an assignment of Loans to such Lender or Additional Refinancing Lender and (ii) with respect to Refinancing Loans, any Affiliated Lender providing an Refinancing Loans shall be subject to the same restrictions set forth in Section 10.06(h) as they would otherwise be subject to with respect to any purchase by or assignment to such Affiliated Lender of Loans) Credit Agreement Refinancing Indebtedness in respect of all or any portion of the any Class of Loans and Commitments then outstanding under this Agreement, in each case, the form of Refinancing Loans or Refinancing Commitments pursuant to a Refinancing Amendment establishing replacement revolving commitments hereunder Amendment. (“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 (ib) such consent would be required with regard to the identity of potential lenders pursuant to Section 9.04, such consent not to be unreasonably withheld, delayed or conditioned, and (ii) the Administrative Agent, the Swingline Lender and such Issuing Banks shall remain in such capacity in connection with the Replacement Revolving Commitments). The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.01 (including4.02 and, solely to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) customary legal opinions, board resolutions, resolutions and officers’ certificates or reaffirmation agreements consistent with those delivered on the First Restatement Effective Closing Date under Section 4.02 (other than changes to such legal opinions opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent)). The Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Credit Agreement Refinancing Indebtedness is provided with the benefit of the applicable Loan Documents. (c) Each issuance of Credit Agreement Refinancing Indebtedness under Section 2.15(a) shall promptly notify each Lender as to the effectiveness be in an aggregate principal amount that is (x) not less than $10,000,000 and (y) an integral multiple of each Refinancing Amendment. $1,000,000 in excess thereof. (d) Each of the parties hereto hereby agrees that, upon that this Agreement and the effectiveness of any other Loan Documents may be amended pursuant to a Refinancing Amendment, this Agreement shall be deemed amended without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Replacement Revolving Commitments established Credit Agreement Refinancing Indebtedness incurred pursuant thereto. Any Refinancing Amendment may, thereto and (ii) make such other changes to this Agreement and the other Loan Documents consistent with the provisions and intent of the second paragraph of Section 10.01 (without the consent of any person other than the Administrative Agent, the Swingline Lender, the Issuing Banks, the Borrower Required Lenders called for therein) and the Lenders providing the applicable Credit Agreement Refinancing Indebtedness, (iii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, the Swingline Lender, the Issuing Banks Agent and the Borrower PartiesBorrower, to effect the provisions of this Section 2.22. This Section 2.22 shall supersede any provisions in Section 9.08 (other than Section 9.08(b)(ix)) to 2.15, and 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 Required Lenders to provide any Replacement Revolving Commitments) and (b) hereby expressly authorize the Administrative Agent, the Swingline Lender and each Issuing Bank shall have consented (Agent to enter into any such consent not to be unreasonably withheld, delayed or conditioned) to such person’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 personRefinancing Amendment.

Refinancing Amendments. At any time and from time to timeafter the Closing Date, the Borrower Parties may obtain, from any Lender or any Additional Lenderor any Affiliates thereof or any other lender that is an Eligible Assignee (other than in the case of Refinancing Notes), Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Loans and Loans, Commitments, Additional Loans, Additional Term Commitments or Additional Revolving Commitments then outstanding under this AgreementAgreement in the form of Refinancing Term Facilities, Refinancing Revolving Facilities or Refinancing Notes, in each case, other than Refinancing Notes, pursuant to a Refinancing Amendment establishing replacement revolving commitments hereunder (“Replacement Amendment. Any Refinancing Term Facility or Refinancing Revolving Facility shall be denominated in the same currency as the portion of the Loans, Commitments”). The terms of any Replacement , Additional Loans, Additional Term Commitments or Additional Revolving Commitments shall be so refinanced or Dollars or Euros. Any Refinancing Term Facility or Refinancing Revolving Facility may NY\6127033.17 participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) with the Term Loan Facilities or Revolving Facilities, as agreed between the Borrower Parties applicable, in any voluntary or mandatory prepayments (and the lenders thereof, and shall be subject with respect to the consent Revolving Facilities, extensions of credit and termination of Commitments) hereunder, as specified in the Administrative Agent, the Swingline Lender and the Issuing Banks (to the extent (i) such consent would be required with regard to the identity of potential lenders pursuant to Section 9.04, such consent not to be unreasonably withheld, delayed or conditioned, and (ii) the Administrative Agent, the Swingline Lender and such Issuing Banks shall remain in such capacity in connection with the Replacement Revolving Commitments)applicable Refinancing Amendment. 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 4.01 (including4.02 and, solely to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of customary legal opinions, board resolutions, officers’ certificates or and/or reaffirmation agreements generally consistent with those delivered on the First Restatement Effective Date under Section 4.02 4.01 (other than which in the case of legal opinions, take into account changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent). Each Credit Agreement Refinancing Indebtedness incurred under this Section 2.15 shall (i) be in an aggregate principal amount that is not less than $25,000,000 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, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Replacement Revolving Commitments established pursuant thereto. Any Refinancing Amendment may, without the consent of any person other than the Administrative Agent, the Swingline Lender, the Issuing Banks, the Borrower and the Lenders providing the applicable Credit Agreement Refinancing IndebtednessLenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, the Swingline Lender, the Issuing Banks Agent and the Borrower PartiesBorrower, to effect the provisions of this Section 2.222.15 and reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Loans and/or Other Commitments). If, in connection with any proposed Refinancing Amendment, the Administrative Agent and the Borrower reasonably determine that such Credit Agreement Refinancing Indebtedness shall be effected by an amendment of all or a portion of 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 have agreed to a concurrent assignment of an equivalent portion of such Lender’s applicable Term Loans to the Administrative Agent or such other 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 2.22 2.15 shall supersede any provisions in Section 9.08 (other than 2.05, Section 9.08(b)(ix)) 2.13 or Section 10.01 to the contrary. It is understood The Lenders hereby waive the requirements of any other provision of this Agreement or any other Loan Document that (a) may otherwise prohibit the Incurrence of any Lender approached to provide all or a portion of Replacement Revolving Commitments may elect or decline, Indebtedness expressly provided for 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 Administrative Agent, the Swingline Lender and each Issuing Bank shall have consented (such consent not to be unreasonably withheld, delayed or conditioned) to such person’s providing such Replacement Revolving Commitments if such consent would be required under this Section 9.04 for an assignment of Loans or Commitments to such person2.15.

Refinancing Amendments. At any time and from time to timeafter the Closing Date, the Borrower Parties may obtain, from any Lender or any Additional LenderAffiliates thereof or any other lender that is an Eligible Assignee, Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Loans and or Commitments then outstanding under this AgreementAgreement (which for purposes of this Section 2.17 will be deemed to include any then outstanding Other Loans, Other Commitments, Additional Term Loans, Additional Revolving Credit Commitments, Extended Term Loans or Extended Revolving Credit Commitments), in the form of Other Loans or Other Commitments in each case, case pursuant to a Refinancing Amendment establishing replacement revolving commitments hereunder Amendment. Any Other Loans may participate on a pro rata basis or on a less than pro rata basis (“Replacement Revolving Commitments”). The terms of but not on a greater than pro rata basis) in any Replacement Revolving Commitments shall be voluntary or mandatory prepayments hereunder, as agreed between specified in 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) such consent would be required with regard to the identity of potential lenders pursuant to Section 9.04, such consent not to be unreasonably withheld, delayed or conditioned, and (ii) the Administrative Agent, the Swingline Lender and such Issuing Banks shall remain in such capacity in connection with the Replacement Revolving Commitments)applicable Refinancing Amendment. 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 4.01 (including4.02 and, solely to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of customary legal opinions, board resolutions, officers’ certificates or and/or reaffirmation agreements generally consistent with those delivered on the First Restatement Effective Closing Date under Section 4.02 4.01 (other than which in the case of legal opinions, take into account changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent)). Each Credit Agreement Refinancing Indebtedness incurred under this Section 2.17 shall (i) be in an aggregate principal amount that is not less than $10,000,000 and (ii) (x) with respect to any Other Loans or Other Commitments in the case of any Revolving Credit Loans or Revolving Credit Commitments being refinanced, will have a maturity date that is not prior to the maturity date of the Revolving Credit Loans or Revolving Credit Commitments being refinanced and (y) with respect to any Other Loans or Other Commitments 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. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Replacement Revolving Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments established pursuant theretosubject AMERICAS/2023410772.1 2023410772.9 120 Credit Agreement thereto as Other Loans and/or Other Commitments). Any Refinancing Amendment may, without the consent of any person other than the Administrative Agent, the Swingline Lender, the Issuing Banks, the Borrower and the Lenders providing the applicable Credit Agreement Refinancing IndebtednessLenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, the Swingline Lender, the Issuing Banks Agent and the Borrower PartiesBorrower, to effect the provisions of this Section 2.222.17. This Section 2.22 2.17 shall supersede any provisions in Section 9.08 (other than 2.05, Section 9.08(b)(ix)) 2.13 or Section 10.01 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 Administrative Agent, the Swingline Lender and each Issuing Bank shall have consented (such consent not to be unreasonably withheld, delayed or conditioned) to such person’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 and from time to time(a) On one or more occasions after the Effective Date, the Borrower Parties may obtain, from any Lender or any Additional Lenderother bank, Credit financial institution or other institutional lender or investor (other than an Ineligible Institution) that agrees to provide any portion of any Refinancing Term Loan consisting of Loan Agreement Refinancing Indebtedness Debt, pursuant to a Refinancing Amendment in accordance with this Section 2.27 (each, an “Additional Refinancing Lender”) (provided that the Administrative Agent shall have consented (not to be unreasonably withheld) to such Lender or Additional Refinancing Lender making such Refinancing Term Loans to the extent such consent, if any, would be required under Section 9.04(b) for an assignment of Loans or Commitments, as applicable, to such Lender or Additional Refinancing Lender), in respect of all or any portion of the any Class of Term Loans and Commitments then outstanding under this Agreement, in each case, the form of Refinancing Term Loans or Refinancing Term Commitments pursuant to a Refinancing Amendment establishing replacement revolving commitments hereunder Amendment. (“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 (ib) such consent would be required with regard to the identity of potential lenders pursuant to Section 9.04, such consent not to be unreasonably withheld, delayed or conditioned, and (ii) the Administrative Agent, the Swingline Lender and such Issuing Banks shall remain in such capacity in connection with the Replacement Revolving Commitments). The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on following conditions: (i) no Default or Event of Default shall have occurred and be continuing immediately prior to and immediately after giving effect (including pro forma effect) to such Refinancing Amendment, (ii) the date thereof of each of the conditions representations and warranties set forth in Section 4.01 each Loan Document shall be true and correct in all material respects immediately prior to, and immediately after giving effect to, such Refinancing Amendment, except to the extent any such representations or warranties are expressly limited to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such specified earlier date (including, solely provided that no materiality qualifier set forth in this clause (ii) shall be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) and (iii) to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of customary (1) such legal opinions, board resolutions, officers’ secretary’s certificates, officer’s certificates or and other documents as shall reasonably be requested by the Administrative Agent in connection with any such transaction and (2) reaffirmation agreements consistent and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Loan Agreement Refinancing Indebtedness is provided with those delivered on the First Restatement Effective Date benefit of the applicable Loan Documents. Each issuance of Loan Agreement Refinancing Indebtedness under Section 4.02 2.27(a) shall be in an aggregate principal amount that is (other i) not less than changes to such legal opinions resulting from a change $25,000,000 and (ii) an integral multiple of $5,000,000 in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent)). The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. excess thereof. (c) Each of the parties hereto hereby agrees that, upon that this Agreement and the effectiveness of any other Loan Documents may be amended pursuant to a Refinancing Amendment, this Agreement shall be deemed amended without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Replacement Revolving Commitments established pursuant thereto. Any Refinancing Amendment may, without the consent of any person other than the Administrative Agent, the Swingline Lender, the Issuing Banks, the Borrower and the Lenders providing the applicable Credit Loan Agreement Refinancing Indebtedness, Indebtedness incurred pursuant thereto and (ii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, the Swingline Lender, the Issuing Banks Agent and the Borrower PartiesBorrower, to effect the provisions of this Section 2.22. 2.27, including any amendments necessary to treat the applicable Loans and/or Commitments established under the Refinancing Amendment as a new Class of loans and/or commitments hereunder, and the Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment. (d) This Section 2.22 2.27 shall supersede any provisions in Section 9.08 (other than 2.18(c) or Section 9.08(b)(ix)) 9.02 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 Administrative Agent, the Swingline Lender and each Issuing Bank shall have consented (such consent not to be unreasonably withheld, delayed or conditioned) to such person’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 and from time to time(a) On one or more occasions after the Closing Date, the Borrower Parties may obtain, from any Lender or any Additional Lender, other bank or financial institution that agrees to provide any portion of Refinancing Term Loans that constitute Credit Agreement Refinancing Indebtedness in respect of all of the Loans and Commitments then outstanding under this Agreement, in each case, pursuant to a Refinancing Amendment establishing replacement revolving commitments hereunder in accordance with this Section 2.19 (each, an “Replacement Revolving CommitmentsAdditional Refinancing Lender”). 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 ; provided that the Administrative Agent, the Swingline Lender and the Issuing Banks Agent shall have consented (to the extent (i) such consent would be required with regard to the identity of potential lenders pursuant to Section 9.04, such consent not to be unreasonably withheldwithheld or delayed) to such Lender’s or Additional Refinancing Lender’s making such Refinancing Term Loans to the extent such consent, delayed if any, would be required under Section 10.06 for an assignment of Loans to such Lender or conditionedAdditional Refinancing Lender; provided, and further, that any Refinancing Term Loans may participate on a pro rata basis or on a less than pro rata basis (iibut not on a greater than pro rata basis) as among the Administrative Agent, the Swingline Lender and such Issuing Banks shall remain various Classes of Term Loans (in such capacity in connection accordance with the Replacement Revolving Commitments). respective outstanding principal amounts thereof) in any voluntary or mandatory repayments or prepayments of Term Loans hereunder, as specified in the applicable Refinancing Amendment. (b) The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.01 (including4.02 and, solely to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) customary legal opinions, board resolutions, resolutions and officers’ certificates or reaffirmation agreements consistent with those delivered on the First Restatement Effective Closing Date under Section 4.02 (other than changes to such legal opinions opinion resulting from a change Change in lawLaw, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent)). The Agent and (ii) reaffirmation agreements and/or such amendments to the Security Documents (including modifications to the Mortgages) as may be reasonably requested by the Administrative Agent shall promptly notify each Lender as in order to ensure that the effectiveness enforceability of each Refinancing Amendment. the Security Documents and the perfection and priority of the Liens thereunder are preserved and maintained. (c) Each of the parties hereto hereby agrees that, upon that this Agreement and the effectiveness of any other Loan Documents may be amended pursuant to a Refinancing Amendment, this Agreement shall be deemed amended without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Replacement Revolving Commitments established pursuant thereto. Any Refinancing Amendment may, without the consent of any person other than the Administrative Agent, the Swingline Lender, the Issuing Banks, the Borrower and the Lenders providing the applicable Credit Agreement Refinancing Indebtedness, Indebtedness incurred pursuant thereto and (ii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, the Swingline Lender, the Issuing Banks Agent and the Borrower PartiesBorrower, to effect the provisions of this Section 2.22. 2.19, and the Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment. (d) This Section 2.22 2.19 shall supersede any provisions in Section 9.08 (other than 2.12 or Section 9.08(b)(ix)) 10.01 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 Administrative Agent, the Swingline Lender and each Issuing Bank shall have consented (such consent not to be unreasonably withheld, delayed or conditioned) to such person’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 and from time to time(a) On one or more occasions after the Closing Date, the Borrower Parties may obtain, from any Lender or any other bank, financial institution or other institutional lender or investor that agrees to provide any portion of Refinancing Term Loans pursuant to a Refinancing Amendment in accordance with this Section 2.15 (each, an “Additional Refinancing Lender”) (provided that (i) the Administrative Agent shall have consented (not to be unreasonably withheld or delayed) to such Lender’s or Additional Refinancing Lender’s making such Refinancing Term Loans to the extent such consent, if any, would be required under Section 10.07(b) for an assignment of Loans to such Lender or Additional Refinancing Lender and (ii) any Affiliated Lender providing Refinancing Term Loans shall be subject to the same restrictions set forth in Section 10.07(l) as they would otherwise be subject to with respect to any purchase by or assignment to such Affiliated Lender of Term Loans, Credit Agreement Refinancing Indebtedness in respect of all or any portion of the any Class of Term Loans and Commitments then outstanding under this Agreement, in each case, the form of Refinancing Term Loans or Refinancing Term Commitments pursuant to a Refinancing Amendment establishing replacement revolving commitments hereunder Amendment. (“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 (ib) such consent would be required with regard to the identity of potential lenders pursuant to Section 9.04, such consent not to be unreasonably withheld, delayed or conditioned, and (ii) the Administrative Agent, the Swingline Lender and such Issuing Banks shall remain in such capacity in connection with the Replacement Revolving Commitments). The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.01 (including4.02 and, solely to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) customary legal opinions, board resolutions, resolutions and officers’ certificates or reaffirmation agreements consistent with those delivered on the First Restatement Effective Closing Date under Section 4.02 (other than changes to such legal opinions opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent)). The Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Credit Agreement Refinancing Indebtedness is provided with the benefit of the applicable Loan Documents. (c) Each issuance of Credit Agreement Refinancing Indebtedness under Section 2.15(a) shall promptly notify each Lender as to the effectiveness be in an aggregate principal amount that is (x) not less than $10,000,000 and (y) an integral multiple of each Refinancing Amendment. $1,000,000 in excess thereof. (d) Each of the parties hereto hereby agrees that, upon that this Agreement and the effectiveness of any other Loan Documents may be amended pursuant to a Refinancing Amendment, this Agreement shall be deemed amended without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Replacement Revolving Commitments established Credit Agreement Refinancing Indebtedness incurred pursuant thereto. Any Refinancing Amendment may, thereto and (ii) make such other changes to this Agreement and the other Loan Documents consistent with the provisions and intent of the third paragraph of Section 10.01 (without the consent of any person other than the Administrative Agent, the Swingline Lender, the Issuing Banks, the Borrower Required Lenders called for therein) and the Lenders providing the applicable Credit Agreement Refinancing Indebtedness, (iii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, the Swingline Lender, the Issuing Banks Agent and the Borrower PartiesBorrower, to effect the provisions of this Section 2.22. 2.15, and the Required Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment. (e) This Section 2.22 2.15 shall supersede any provisions in Section 9.08 (other than Section 9.08(b)(ix)) 2.13 or 10.01 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 Administrative Agent, the Swingline Lender and each Issuing Bank shall have consented (such consent not to be unreasonably withheld, delayed or conditioned) to such person’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 and from time to time(a) On one or more occasions after the Closing Date, the Borrower Parties may obtain, from any Lender or any Additional Refinancing Lender, Credit Agreement Refinancing Indebtedness in respect of all or any portion of the any Class of Term Loans and Commitments then outstanding under this AgreementAgreement (which for purposes of this clause (a) will be deemed to include any then outstanding Refinancing Term Loans or Incremental Term Loans) in the form of Refinancing Term Loans or Refinancing Term Commitments pursuant to a Refinancing Amendment; provided that notwithstanding anything to the contrary in this Section 2.4(a) or otherwise, in each case, Refinancing Term Commitments (and the Refinancing Term Loans made pursuant thereto) effected pursuant to a Refinancing 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, Obligations hereunder and shall be subject to the consent rank paid passu in right of the Administrative Agent, the Swingline Lender payment and the Issuing Banks (to the extent (i) such consent would be required with regard to the identity of potential lenders pursuant to Section 9.04, such consent not to be unreasonably withheld, delayed or conditioned, and (ii) the Administrative Agent, the Swingline Lender and such Issuing Banks shall remain in such capacity in connection security with the Replacement Revolving Commitments). existing Term Loans being Refinanced. (b) The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.01 (including9.2 and, solely to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) customary legal opinions, board resolutions, resolutions and officers’ certificates or reaffirmation agreements consistent with those delivered on the First Restatement Effective Closing Date under Section 4.02 (other than changes to such legal opinions opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent)). The Administrative Agent shall promptly notify each Lender as and (ii) reaffirmation agreements and/or such amendments to the effectiveness Loan Documents as may be reasonably requested by the Agent in order to ensure that such Credit Agreement Refinancing Indebtedness is provided with the benefit of each the applicable Loan Documents. (c) Each issuance of Credit Agreement Refinancing Amendment. Indebtedness under Section 2.4(a) shall be in an aggregate principal amount that is (x) not less than $5,000,000 and (y) an integral multiple of $5,000,000 in excess thereof. (d) Each of the parties hereto hereby agrees that, upon that this Agreement and the effectiveness of any other Loan Documents may be amended pursuant to a Refinancing Amendment, this Agreement shall be deemed amended without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Replacement Revolving Commitments established Credit Agreement Refinancing Indebtedness incurred pursuant thereto. Any Refinancing Amendment may, thereto and (ii) make such other changes to this Agreement and the other Loan Documents consistent with the provisions and intent of Section 12.1 (without the consent of any person other than the Administrative Agent, the Swingline Lender, the Issuing Banks, the Borrower Required Lenders called for therein) and the Lenders providing the applicable Credit Agreement Refinancing Indebtedness, (iii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, the Swingline Lender, the Issuing Banks Agent and the Borrower PartiesBorrower, to effect the provisions of this Section 2.22. This Section 2.22 2.4, and the Required Lenders hereby expressly authorize the Agent to enter into any such Refinancing Amendment. (e) If the Effective Yield in respect of any such Refinancing Term Loans exceeds the Effective Yield of any then outstanding Initial Term Loans (measured as of the date of incurrence of such Refinancing Term Loans), then the Applicable Margin for such then outstanding Initial Term Loans (measured as of the date of incurrence of such Refinancing Term Loans) shall supersede any provisions be increased so that the Effective Yield in Section 9.08 respect of such Refinancing Term Loans is no more than the Effective Yield for such then outstanding Initial Term Loans (other measured as of the date of incurrence of such Refinancing Term Loans) and if the interest rate floor for loans under the applicable Refinancing Term Commitments is greater than Section 9.08(b)(ix)) the interest rate floor applicable to existing loans under the Term Loan Facility, such differential shall be taken into account in comparing “yields” only if an increase in the interest rate floor applicable 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, existing loans would result in its sole discretion, to provide such Replacement Revolving Commitments (it being understood that there is no obligation by an increase in the Borrower to approach any existing Lenders to provide any Replacement Revolving Commitments) and (b) the Administrative Agent, the Swingline Lender and each Issuing Bank shall have consented (such consent not to be unreasonably withheld, delayed or conditioned) to such person’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 personinterest rate then in effect thereunder.

Refinancing Amendments. At any time and from time to time(a) On one or more occasions after the Closing Date, the Borrower Parties 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 of any Class then outstanding under this Agreement, in each casethe form of Other Term Loans or Other Term Loan Commitments, pursuant to a Refinancing 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) such consent would be required with regard to the identity of potential lenders pursuant to Section 9.04, such consent not to be unreasonably withheld, delayed or conditioned, and (ii) the Administrative Agent, the Swingline Lender and such Issuing Banks shall remain in such capacity in connection with the Replacement Revolving Commitments)Amendment. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.01 (includingto, solely to the extent reasonably requested by the Administrative AgentAgent (acting at the Direction of the Required Lenders), receipt by the Administrative Agent of (i) customary legal opinions, board resolutions, resolutions and officers’ certificates or reaffirmation agreements consistent with those delivered on the First Restatement Effective Closing Date (conformed as appropriate) and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent (acting at the Direction of the Required Lenders) in order to ensure that such Credit Agreement Refinancing Indebtedness is provided with the benefit of the applicable Loan Documents. (b) Each issuance of Credit Agreement Refinancing Indebtedness under Section 4.02 2.15(a) shall be in an aggregate principal amount that is (other than changes to such legal opinions resulting from a change x) $25 million or (y) an integral multiple of $5 million in lawexcess thereof, change in fact or change to counsel’s form of opinion reasonably satisfactory to unless the Administrative Agent)). The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. otherwise agree in its discretion. (c) Each of the parties hereto hereby agrees that, upon that this Agreement and the effectiveness of any other Loan Documents may be amended pursuant to a Refinancing Amendment, this Agreement shall be deemed amended without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Replacement Revolving Commitments established pursuant thereto. Any Refinancing Amendment may, without the consent of any person other than the Administrative Agent, the Swingline Lender, the Issuing Banks, the Borrower and the Lenders providing the applicable Credit Agreement Refinancing IndebtednessIndebtedness incurred pursuant thereto, including without limitation to incorporate the applicable lenders in respect of Other Term Loans as “Lenders”, and the Other Term Loans as “Loans” and/or “Term Loans”, for all applicable purposes hereunder, including the definitions of Required Lenders and Super-Majority Lenders and to establish any tranche of Other Term Loans an independent Class or Facility, as applicable, and (ii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, the Swingline Lender, the Issuing Banks Agent and the Borrower PartiesBorrower, to effect the provisions of this Section 2.22. This Section 2.22 shall supersede any provisions in Section 9.08 (other than Section 9.08(b)(ix)) to 2.15, and 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) hereby expressly authorize the Administrative AgentAgent to enter into any such Refinancing Amendment, which shall not, for the Swingline Lender and each Issuing Bank shall have consented (such consent not avoidance of doubt be subject to be unreasonably withheld, delayed or conditioned) to such person’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 person10.01.

Refinancing Amendments. (a) At any time and from time to timeafter the Closing Date, the Borrower Parties may obtain, from any Lender or any Additional Lender, Credit Agreement Refinancing Indebtedness that constitutes Permitted Pari Passu Refinancing Debt in respect of all or any portion of the Term Loans and Commitments then outstanding under this AgreementAgreement (which for purposes of this clause (a) will be deemed to include any then outstanding Other Term Loans, Other Term Loan Commitments and Incremental Term Loans), in each case, the form of Other Term Loans or Other Term Loan Commitments under this Agreement pursuant to a Refinancing 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) such consent would be required with regard to the identity of potential lenders pursuant to Section 9.04, such consent not to be unreasonably withheld, delayed or conditioned, and (ii) the Administrative Agent, the Swingline Lender and such Issuing Banks shall remain in such capacity in connection with the Replacement Revolving Commitments)Amendment. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.01 (including6 and, solely to the extent reasonably requested by the Administrative AgentAgent or Required Lenders, receipt by the Administrative Agent Agent, at the direction of customary Required Lenders, of legal opinions, board resolutions, officers’ certificates or and/or reaffirmation agreements consistent with those delivered on the First Restatement Effective Closing Date under Section 4.02 5. Each Class of Credit Agreement Refinancing Indebtedness incurred under this Section 2.18 shall be in an aggregate principal amount that is (other x) not less than changes $20,000,000 and (y) an integral multiple of $1,000,000 in excess thereof (unless such Credit Agreement Refinancing Indebtedness is incurred to such legal opinions resulting from refinance all outstanding Term Loans with respect to a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative AgentClass)). . (b) The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Replacement Revolving Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Term Loans and Commitments established pursuant theretosubject thereto as Other Term Loans and/or Other Term Loan Commitments). Any Refinancing Amendment may, without the consent of any person other than the Administrative Agent, the Swingline Lender, the Issuing Banks, the Borrower and the Lenders providing the applicable Credit Agreement Refinancing IndebtednessLenders, effect such amendments to this Agreement and the other Loan Credit Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, the Swingline Lender, the Issuing Banks Agent and the Borrower PartiesBorrower, to effect the provisions of this Section 2.22. 2.18. (c) This Section 2.22 2.18 shall supersede any provisions in Section 9.08 (other than Section 9.08(b)(ix)) 12.06 or 12.12 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 Administrative Agent, the Swingline Lender and each Issuing Bank shall have consented (such consent not to be unreasonably withheld, delayed or conditioned) to such person’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 and from time to timeafter the Closing Date, the Borrower Parties may obtain, from any Lender or any Additional LenderAffiliates thereof or any other lender that is an Eligible Assignee, Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Loans and or Commitments then outstanding under this AgreementAgreement (which for purposes of this Section 2.17 will be deemed to include any then outstanding Other Loans, Other Commitments, Additional Term Loans, Additional Revolving Credit Commitments, Extended Term Loans or Extended Revolving Credit Commitments), in the form of Other Loans or Other Commitments in each case, case pursuant to a Refinancing Amendment establishing replacement revolving commitments hereunder Amendment. Any Other Loans may participate on a pro rata basis or on a less than pro rata basis (“Replacement Revolving Commitments”). The terms of but not on a greater than pro rata basis) in any Replacement Revolving Commitments shall be voluntary or mandatory prepayments hereunder, as agreed between specified in 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) such consent would be required with regard to the identity of potential lenders pursuant to Section 9.04, such consent not to be unreasonably withheld, delayed or conditioned, and (ii) the Administrative Agent, the Swingline Lender and such Issuing Banks shall remain in such capacity in connection with the Replacement Revolving Commitments)applicable Refinancing Amendment. 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 4.01 (including4.02 and, solely to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of customary legal opinions, board resolutions, officers’ certificates or and/or reaffirmation agreements generally consistent with those delivered on the First Restatement Effective Closing Date under Section 4.02 4.01 (other than which in the case of legal opinions, take into account changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent)). Each Credit Agreement Refinancing Indebtedness incurred under this Section 2.17 shall (i) be in an aggregate principal amount that is not less than $10,000,000 and (ii) (x) with respect to any Other Loans or Other Commitments in the case of any Revolving Credit Loans or Revolving Credit Commitments being refinanced, will have a maturity date that is not prior to the maturity date of the Revolving Credit Loans or Revolving Credit Commitments being refinanced and (y) with respect to any Other Loans or Other Commitments 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. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Replacement Revolving Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments established pursuant theretosubject thereto as Other Loans and/or Other Commitments). Any Refinancing Amendment may, without the consent of any person other than the Administrative Agent, the Swingline Lender, the Issuing Banks, the Borrower and the Lenders providing the applicable Credit Agreement Refinancing IndebtednessLenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, the Swingline Lender, the Issuing Banks Agent and the Borrower PartiesBorrower, to effect the provisions of this Section 2.222.17. This Section 2.22 2.17 shall supersede any provisions in Section 9.08 (other than 2.05, Section 9.08(b)(ix)) 2.13 or Section 10.01 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 Administrative Agent, the Swingline Lender and each Issuing Bank shall have consented (such consent not to be unreasonably withheld, delayed or conditioned) to such person’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 and from time to timeafter the Closing Date, the Borrower Parties may obtain, from any Lender or any Additional Lender, Credit Agreement Refinancing Indebtedness in respect of Other Loans to refinance all or any portion of the Loans and Commitments then outstanding under this Agreement, Agreement which will be made pursuant to Other Term Commitments in each case, case pursuant to a Refinancing 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 Amendment; provided that such Other Loans (i) will rank pari passu in right of payment and of security with the other Loans and Commitments hereunder, (ii) will have such consent would pricing, premiums and optional prepayment or redemption terms as may be required with regard agreed by the Borrower and the Lenders thereof, (iii) will have a final maturity date no earlier than, and will have a Weighted Average Life to Maturity equal to or greater than, the identity of potential lenders pursuant to Section 9.04, such consent not to be unreasonably withheld, delayed or conditionedLoans being refinanced, and (iiiv) 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 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 is amended in a manner reasonably satisfactory to the Administrative AgentAgent (acting at the Direction of the Required Lenders) and the Borrower to incorporate such more restrictive provisions for the benefit of the Lenders. Any Other Loans may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments hereunder, as specified in the Swingline Lender and such Issuing Banks shall remain in such capacity in connection with the Replacement Revolving Commitments)applicable Refinancing Amendment. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.01 (including4.02 and, solely to the extent reasonably requested by the Administrative AgentAgent (acting at the Direction of the Required Lenders), receipt by the Administrative Agent of customary legal opinions, board resolutions, officers’ certificates or and/or reaffirmation agreements consistent with those delivered on the First Restatement Effective Closing Date under Section 4.02 4.01 (other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative AgentAgent (acting at the Direction of the Required Lenders)). Each Class of Other Term Commitments and Other Loans incurred under this Section 2.13 shall be in an aggregate principal amount that is not less than $100,000,000. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Replacement Revolving Other Term Commitments established and Other Loans incurred pursuant theretothereto (including any amendments necessary to treat the Other Loans and/or Other Term Commitments as Loans and Commitments). Any Refinancing Amendment may, without the consent of any person other than the Administrative Agent, the Swingline Lender, the Issuing Banks, the Borrower and the Lenders providing the applicable Credit Agreement Refinancing Indebtedness, may effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, Agent (acting at the Swingline Lender, Direction of the Issuing Banks Required Lenders) and the Borrower PartiesBorrower, to effect the provisions of this Section 2.222.13. This Section 2.22 2.13 shall supersede any provisions in Section 9.08 (other than Section 9.08(b)(ix)) 2.11 or 10.01 to the contrary. It is understood that (a) No Lender shall be under 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 Administrative Agent, the Swingline Other Term Commitment unless such Lender and each Issuing Bank shall have consented (such consent not to be unreasonably withheld, delayed or conditioned) to such person’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 personexecutes a Refinancing Amendment.

Refinancing Amendments. (a) At any time and from time to timeafter the Fourth Restatement Closing Date, the Borrower Parties may obtain, from any Lender or any Additional Lender, obtain Credit Agreement Refinancing Indebtedness in respect of all of the Loans and Commitments then outstanding under this AgreementDebt from any Additional Refinancing Lender, in each case, case pursuant to a Refinancing Amendment establishing replacement revolving commitments hereunder Amendment. (“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 (ib) such consent would be required with regard to the identity of potential lenders pursuant to Section 9.04, such consent not to be unreasonably withheld, delayed or conditioned, and (ii) the Administrative Agent, the Swingline Lender and such Issuing Banks shall remain in such capacity in connection with the Replacement Revolving Commitments). The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.01 (including5.2 and, solely to the extent reasonably requested by the Administrative Agent, to receipt by the Administrative Agent of (i) customary legal opinions, board resolutions, resolutions and officers’ certificates or reaffirmation agreements consistent with those delivered on the First Fourth Restatement Effective Closing Date under Section 4.02 (other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form counsels’ forms of opinion opinions reasonably satisfactory to the Administrative Agent)). The , and (ii) reaffirmation agreements and/or such amendments to the Security Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Credit Agreement Refinancing Debt is provided with the benefit of the applicable Loan Documents. (c) Each issuance of Credit Agreement Refinancing Debt shall promptly notify each Lender as to the effectiveness be in an aggregate principal amount that is (x) not less than $25,000,000, and (y) an integral multiple of each Refinancing Amendment. $1,000,000. (d) Each of the parties hereto hereby agrees that, upon that this Agreement and the effectiveness of any other Loan Documents may be amended pursuant to a Refinancing Amendment, this Agreement shall be deemed amended without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Replacement Revolving Commitments established pursuant thereto. Any Refinancing Amendment may, without the consent of any person other than the Administrative Agent, the Swingline Lender, the Issuing Banks, the Borrower and the Lenders providing the applicable Credit Agreement Refinancing IndebtednessDebt incurred pursuant thereto, and (ii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, the Swingline Lender, the Issuing Banks Agent and the Borrower PartiesBorrower, to effect the provisions of this Section 2.22. This Section 2.22 shall supersede any provisions in Section 9.08 (other than Section 9.08(b)(ix)) to 2.14, and 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 Required Lenders to provide any Replacement Revolving Commitments) and (b) hereby expressly authorize the Administrative AgentAgent to enter into any such Refinancing Amendment. Unless the Swingline Lender enters into the Refinancing Amendment for a Refinancing Revolving Facility, the Swingline Lender Termination Date will not be extended to reflect the Refinancing Revolving Commitments in such Facility, the Refinancing Revolving Lenders with such Refinancing Revolving Commitments shall not participate in Swingline Loans, and each the use of the terms “Revolving Commitments” and “Revolving Loans” in connection with the provisions of this Agreement governing Swingline Loans shall be deemed to exclude such Refinancing Revolving Commitments and Refinancing Revolving Loans. Unless the Issuing Bank shall have consented (such consent enters into the Refinancing Amendment for a Refinancing Revolving Facility, the LC Termination Date will not be extended to be unreasonably withheld, delayed or conditioned) to such person’s providing such Replacement reflect the Refinancing Revolving Commitments if in such consent would Facility, the Refinancing Revolving Lenders with such Refinancing Revolving Commitments shall not participate in Letters of Credit, and the use of the terms “Revolving Commitments” and “Revolving Loans” in connection with the provisions of this Agreement governing Letters of Credit shall be required under Section 9.04 for an assignment of Loans or deemed to exclude such Refinancing Revolving Commitments to such personand Refinancing Revolving Loans.

Refinancing Amendments. At any time and from time to time(a) On one or more occasions after the Closing Date, the Borrower Parties may obtain, from any Lender or any Additional Lenderother bank, Credit Agreement financial institution or other institutional lender or investor that agrees to provide any portion of Refinancing Indebtedness in respect of all of the Term Loans and Commitments then outstanding under this Agreement, in each case, pursuant to a Refinancing Amendment establishing replacement revolving commitments hereunder in accordance with this Section 2.15 (each, an “Replacement Revolving CommitmentsAdditional Refinancing Lender”). 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 ) (provided that the Administrative Agent, the Swingline Lender and the Issuing Banks Agent shall have consented (to the extent (i) such consent would be required with regard to the identity of potential lenders pursuant to Section 9.04, such consent not to be unreasonably withheldwithheld or delayed) to such Lender’s or Additional Refinancing Xxxxxx’s making such Refinancing Term Loans to the extent such consent, delayed if any, would be required under Section 10.07(b) for an assignment of Loans to such Lender or conditioned, and Additional Refinancing Lender. (iib) the Administrative Agent, the Swingline Lender and such Issuing Banks shall remain in such capacity in connection with the Replacement Revolving Commitments). The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.01 (including4.02 and, solely to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) customary legal opinions, board resolutions, resolutions and officers’ certificates or reaffirmation agreements consistent with those delivered on the First Restatement Effective Closing Date under Section 4.02 (other than changes to such legal opinions opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent)). The Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Credit Agreement Refinancing Indebtedness is provided with the benefit of the applicable Loan Documents. (c) Each issuance of Credit Agreement Refinancing Indebtedness under Section 2.15(a) shall promptly notify each Lender as to the effectiveness be in an aggregate principal amount that is (x) not less than $10,000,000 and (y) an integral multiple of each Refinancing Amendment. $1,000,000 in excess thereof. (d) Each of the parties hereto hereby agrees that, upon that this Agreement and the effectiveness of any other Loan Documents may be amended pursuant to a Refinancing Amendment, this Agreement shall be deemed amended without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Replacement Revolving Commitments established Credit Agreement Refinancing Indebtedness incurred pursuant thereto. Any Refinancing Amendment may, thereto and (ii) make such other changes to this Agreement and the other Loan Documents consistent with the provisions and intent of the second paragraph of Section 10.01 (without the consent of any person other than the Administrative Agent, the Swingline Lender, the Issuing Banks, the Borrower Required Lenders called for therein) and the Lenders providing the applicable Credit Agreement Refinancing Indebtedness, (iii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, the Swingline Lender, the Issuing Banks Agent and the Borrower PartiesBorrower, to effect the provisions of this Section 2.22. This Section 2.22 shall supersede any provisions in Section 9.08 (other than Section 9.08(b)(ix)) to 2.15, and 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 Required Lenders to provide any Replacement Revolving Commitments) and (b) hereby expressly authorize the Administrative Agent, the Swingline Lender and each Issuing Bank shall have consented (Agent to enter into any such consent not to be unreasonably withheld, delayed or conditioned) to such person’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 personRefinancing Amendment.

Refinancing Amendments. (a) At any time and from time to timeafter the Closing Date, the Borrower Parties may obtain, from any Lender or any Additional Lender, Credit Agreement Refinancing Indebtedness in respect existing Lenders (each of all of the Loans and Commitments then outstanding under this Agreement, in each case, pursuant to a Refinancing Amendment establishing replacement revolving commitments hereunder (“Replacement Revolving Commitments”). The terms of any Replacement Revolving Commitments which shall be as agreed between the Borrower Parties and the lenders thereofentitled to agree or decline to participate in its sole discretion) and, and shall be subject to the consent of the Administrative Agent, the Swingline Lender and the Issuing Banks ’s consent (to the extent (i) such consent would be required with regard to the identity of potential lenders pursuant to Section 9.04, such consent not to be unreasonably withheldwithheld or delayed), delayed or conditionedadditional banks, financial institutions and other institutional lenders, Refinancing Term Loans. (iib) Notwithstanding the Administrative Agentforegoing, the Swingline Lender and such Issuing Banks shall remain in such capacity in connection with the Replacement Revolving Commitments). The effectiveness of any no Refinancing Amendment shall be subject to the satisfaction become effective under this Section 2.22 unless (i) on the date thereof of each of such effectiveness, the conditions set forth in Section 4.01 paragraph (includingb) of Article IV shall be satisfied and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer and (ii) except as otherwise specified in the applicable Refinancing Amendment, solely to the extent Administrative Agent shall have received (with sufficient copies for each of the Lenders of the Refinancing Term Loans) legal opinions, board resolutions and other closing certificates reasonably requested by the Administrative Agent, receipt by the Administrative Agent of customary legal opinions, board resolutions, officers’ certificates or reaffirmation agreements and reasonably consistent with those delivered on the First Restatement Effective Closing Date under Section 4.02 Article IV (other than changes reasonably satisfactory to the Administrative Agent to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agentopinion)). The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent . (but only to the extentc) necessary to reflect the existence and terms of the Replacement Revolving Commitments established pursuant thereto. Any Refinancing Amendment may, without the consent of any person other than the Administrative Agent, the Swingline Lender, the Issuing Banks, the Borrower and the Lenders providing the applicable Credit Agreement Refinancing IndebtednessLenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, the Swingline Lender, the Issuing Banks Agent and the Borrower PartiesBorrower, to reflect the existence of the Refinancing Term Loans (including the addition of such Refinancing Term Loans as separate Classes hereunder and treated in a manner consistent with the Classes being refinanced, including for purposes of prepayments and voting) incurred pursuant thereto and to otherwise effect the provisions of this Section 2.22. This Section 2.22 shall supersede any provisions in Section 9.08 (other than Section 9.08(b)(ix)) 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 Administrative Agent, the Swingline Lender and each Issuing Bank shall have consented (such consent not to be unreasonably withheld, delayed or conditioned) to such person’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 person2.24.

Refinancing Amendments. (a) At any time and from time to timeafter the Closing Date, the thea Borrower Parties may obtain, from any Lender or any Additional LenderEligible Assignee, Credit Agreement Refinancing Indebtedness in respect of (a) all or any portion of the Term Loans and Commitments Incremental Term Loans then outstanding under this AgreementAgreement (which for purposes of this clause (a) will be deemed to include any then outstanding Other Term Loans) or (b) all or any portion of the Revolving Loans (or unused Revolving Commitments) and Incremental Revolving Loans (or unused Incremental Revolving Commitments) under this Agreement (which for purposes of this clause (b) will be deemed to include any then outstanding Other Revolving Loans and Other Revolving Commitments), in the form of (x) Other Term Loans or Other Term Commitments or (y) Other Revolving Loans or Other Revolving Commitments, as the case may be, in each case, case pursuant to a Refinancing Amendment establishing replacement revolving commitments hereunder (“Replacement Revolving Commitments”). The terms Amendment; provided that such Credit Agreement Refinancing Indebtedness will rank pari passu in right of any Replacement Revolving Commitments shall be as agreed between the Borrower Parties payment 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) such consent would be required with regard to the identity of potential lenders pursuant to Section 9.04, such consent not to be unreasonably withheld, delayed or conditioned, and (ii) the Administrative Agent, the Swingline Lender and such Issuing Banks shall remain in such capacity in connection security with the Replacement Revolving Commitments)other Loans and Commitments hereunder. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.01 (including4.02 and, solely to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of customary legal opinions, board resolutions, officers’ certificates or and/or reaffirmation agreements consistent with those delivered on the First Restatement Effective Closing Date under Section 4.02 4.01 (other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion and such other changes as are reasonably satisfactory to the Administrative Agent)). The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each Class of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Replacement Revolving Commitments established pursuant thereto. Any Refinancing Amendment may, without the consent of any person other than the Administrative Agent, the Swingline Lender, the Issuing Banks, the Borrower and the Lenders providing the applicable Credit Agreement Refinancing Indebtedness, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, the Swingline Lender, the Issuing Banks and the Borrower Parties, to effect the provisions of this Section 2.22. This Section 2.22 shall supersede any provisions in Section 9.08 (other than Section 9.08(b)(ix)) 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 Administrative Agent, the Swingline Lender and each Issuing Bank shall have consented (such consent not to be unreasonably withheld, delayed or conditioned) to such person’s providing such Replacement Revolving Commitments if such consent would be required Indebtedness incurred under Section 9.04 for an assignment of Loans or Commitments to such person.this

Refinancing Amendments. At any time and from time to timeafter the Closing Date, the Borrower Parties BorrowersBorrower may obtain, from any Lender or any Additional Lenderor any Affiliates thereof or any other lender that is an Eligible Assignee, Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Loans and or Commitments then outstanding under this AgreementAgreement (which for purposes of this Section 2.17 will be deemed to include any then outstanding Other Loans, Other Commitments, Additional Term Loans, Additional Revolving Credit Commitments, Extended Term Loans or Extended Revolving Credit Commitments), in the form of Other Loans or Other Commitments in each case, case pursuant to a Refinancing Amendment establishing replacement revolving commitments hereunder Amendment. Any Other Loans may participate on a pro rata basis or on a less than pro rata basis (“Replacement Revolving Commitments”). The terms of but not on a greater than pro rata basis) in any Replacement Revolving Commitments shall be voluntary or mandatory prepayments hereunder, as agreed between specified in 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) such consent would be required with regard to the identity of potential lenders pursuant to Section 9.04, such consent not to be unreasonably withheld, delayed or conditioned, and (ii) the Administrative Agent, the Swingline Lender and such Issuing Banks shall remain in such capacity in connection with the Replacement Revolving Commitments)applicable Refinancing Amendment. 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 4.01 (including4.02 and, solely to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of customary legal opinions, board resolutions, officers’ certificates or and/or NYDOCS01/1760806.13 reaffirmation agreements generally consistent with those delivered on the First Restatement Effective Closing Date under Section 4.02 4.01 (other than which in the case of legal opinions, take into account changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent)). Each Credit Agreement Refinancing Indebtedness incurred under this Section 2.17 shall (i) be in an aggregate principal amount that is not less than $10,000,000 and (ii) (x) with respect to any Other Loans or Other Commitments in the case of any Revolving Credit Loans or Revolving Credit Commitments being refinanced, will have a maturity date that is not prior to the maturity date of the Revolving Credit Loans or Revolving Credit Commitments being refinanced and (y) with respect to any Other Loans or Other Commitments 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. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Replacement Revolving Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments established pursuant theretosubject thereto as Other Loans and/or Other Commitments). Any Refinancing Amendment may, without the consent of any person other than the Administrative Agent, the Swingline Lender, the Issuing Banks, the Borrower and the Lenders providing the applicable Credit Agreement Refinancing IndebtednessLenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, the Swingline Lender, the Issuing Banks Agent and the Borrower PartiesBorrowersBorrower, to effect the provisions of this Section 2.222.17. This Section 2.22 2.17 shall supersede any provisions in Section 9.08 (other than 2.05, Section 9.08(b)(ix)) 2.13 or Section 10.01 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 Administrative Agent, the Swingline Lender and each Issuing Bank shall have consented (such consent not to be unreasonably withheld, delayed or conditioned) to such person’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 and from time to timeafter the Closing Date, the Borrower Parties Borrowers may obtain, from any Lender or any Additional Lenderor any Affiliates thereof or any other lender that is an Eligible Assignee, Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Loans and or Commitments then outstanding under this AgreementAgreement (which for purposes of this Section 2.17 will be deemed to include any then outstanding Other Loans, Other Commitments, Additional Term Loans, Additional Revolving Credit Commitments, Extended Term Loans or Extended Revolving Credit Commitments), in the form of Other Loans or Other Commitments in each case, case pursuant to a Refinancing Amendment establishing replacement revolving commitments hereunder Amendment. Any Other Loans may participate on a pro rata basis or on a less than pro rata basis (“Replacement Revolving Commitments”). The terms of but not on a greater than pro rata basis) in any Replacement Revolving Commitments shall be voluntary or mandatory prepayments hereunder, as agreed between specified in 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) such consent would be required with regard to the identity of potential lenders pursuant to Section 9.04, such consent not to be unreasonably withheld, delayed or conditioned, and (ii) the Administrative Agent, the Swingline Lender and such Issuing Banks shall remain in such capacity in connection with the Replacement Revolving Commitments)applicable Refinancing Amendment. 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 4.01 (including4.02 and, solely to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of customary legal opinions, board resolutions, officers’ certificates or and/or reaffirmation agreements generally consistent with those delivered on the First Restatement Effective Closing Date under Section 4.02 4.01 (other than which in the case of legal opinions, take into account changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent)). Each Credit Agreement Refinancing Indebtedness incurred under this Section 2.17 shall (i) be in an aggregate principal amount that is not less than $10,000,000 and (ii) (x) with respect to any Other Loans or Other Commitments in the case of any Revolving Credit Loans or Revolving Credit Commitments being refinanced, will have a maturity date that is not prior to the maturity date of the Revolving Credit Loans or Revolving Credit Commitments being refinanced and (y) with respect to any Other Loans or Other Commitments 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. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Replacement Revolving Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments established pursuant theretosubject thereto as Other Loans and/or Other Commitments). Any Refinancing Amendment may, without the consent of any person other than the Administrative Agent, the Swingline Lender, the Issuing Banks, the Borrower and the Lenders providing the applicable Credit Agreement Refinancing IndebtednessLenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, the Swingline Lender, the Issuing Banks Agent and the Borrower PartiesBorrowers, to effect the provisions of this Section 2.222.17. This Section 2.22 2.17 shall supersede any provisions in Section 9.08 (other than 2.05, Section 9.08(b)(ix)) 2.13 or Section 10.01 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 Administrative Agent, the Swingline Lender and each Issuing Bank shall have consented (such consent not to be unreasonably withheld, delayed or conditioned) to such person’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 and from time to time(a) On one or more occasions after the Closing Date, the Borrower Parties 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 AgreementAgreement (which for purposes of this clause (a) will be deemed to include any then outstanding Refinancing Term Loans, in each case, Incremental Term Loans or Extended Term Loans) pursuant to a Refinancing Amendment establishing replacement revolving commitments hereunder Amendment. (“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 (ib) such consent would be required with regard to the identity of potential lenders pursuant to Section 9.04, such consent not to be unreasonably withheld, delayed or conditioned, and (ii) the Administrative Agent, the Swingline Lender and such Issuing Banks shall remain in such capacity in connection with the Replacement Revolving Commitments). 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 4.01 (including4.02 and, solely to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) customary legal opinions, board resolutions, resolutions and officers’ certificates or reaffirmation agreements consistent with those delivered on the First Restatement Effective Closing Date under Section 4.02 (other than changes to such legal opinions opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent)). The Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Credit Agreement Refinancing Indebtedness is provided with the benefit of the applicable Loan Documents. (c) Each issuance of Credit Agreement Refinancing Indebtedness under Section 2.15(a) shall promptly notify each Lender as to the effectiveness be in an aggregate principal amount that is (x) not less than $10,000,000 and (y) an integral multiple of each Refinancing Amendment. $1,000,000 in excess thereof. (d) Each of the parties hereto hereby agrees that, upon that this Agreement and the effectiveness of any other Loan Documents may be amended pursuant to a Refinancing Amendment, this Agreement shall be deemed amended without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Replacement Revolving Commitments established Credit Agreement Refinancing Indebtedness incurred pursuant thereto. Any Refinancing Amendment may, (ii) make such other changes to this Agreement and the other Loan Documents consistent with the provisions and intent of the fourth paragraph of Section 10.01 (without the consent of any person other than the Administrative Agent, the Swingline Lender, the Issuing Banks, the Borrower Required Lenders called for therein) and the Lenders providing the applicable Credit Agreement Refinancing Indebtedness, (iii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, the Swingline Lender, the Issuing Banks Agent and the Borrower PartiesBorrower, to effect the provisions of this Section 2.22. 2.15, and the Required Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment. (e) This Section 2.22 2.15 shall supersede any provisions in Section 9.08 (other than Section 9.08(b)(ix)) 2.13 or 10.01 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 Administrative Agent, the Swingline Lender and each Issuing Bank shall have consented (such consent not to be unreasonably withheld, delayed or conditioned) to such person’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 and from time to timeafter the Closing Date, the Borrower Parties Borrowers may obtain, from any Lender or any Additional 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 Loans and or Commitments then outstanding under this Agreement, in each case, Agreement pursuant to a Refinancing Amendment establishing replacement revolving commitments hereunder Amendment. Any Refinancing Indebtedness may participate on a pro rata basis or on a less than pro rata basis (“Replacement Revolving Commitments”). The terms of but not on a greater than pro rata basis) in any Replacement Revolving Commitments shall be voluntary or mandatory prepayments hereunder, as agreed between specified in 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) such consent would be required with regard to the identity of potential lenders pursuant to Section 9.04, such consent not to be unreasonably withheld, delayed or conditioned, and (ii) the Administrative Agent, the Swingline Lender and such Issuing Banks shall remain in such capacity in connection with the Replacement Revolving Commitments)applicable Refinancing Amendment. 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 4.01 (including5.01 and, solely to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of customary legal opinions, board resolutionsBoard Resolutions, officers’ certificates or and/or reaffirmation agreements generally consistent with those delivered on the First Restatement Effective Closing Date under Section 4.02 5.01 (other than which in the case of legal opinions, take into account changes to such legal 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)). Any Refinancing Indebtedness incurred under this Section 2.21 shall be in an aggregate principal amount that is not less than $25,000,000. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Replacement Revolving Commitments established Refinancing Indebtedness incurred pursuant thereto. Any Refinancing Amendment may, without the consent of any person other than the Administrative Agent, the Swingline Lender, the Issuing Banks, the Borrower and the Lenders providing the applicable Credit Agreement Refinancing IndebtednessLenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, the Swingline Lender, the Issuing Banks Agent and the Borrower PartiesBorrowers, to effect the provisions of this Section 2.222.21. This Section 2.22 2.21 shall supersede any provisions in Section 9.08 (other than 2.11, Section 9.08(b)(ix)) 2.16 or Section 10.01 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 Administrative Agent, the Swingline Lender and each Issuing Bank shall have consented (such consent not to be unreasonably withheld, delayed or conditioned) to such person’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 and from time to timeAfter the Effective Date, the Borrower Parties may obtain, from any Lender or any Additional Lender, Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Loans and Commitments then outstanding under this Agreement, Agreement in each case, case pursuant to a Refinancing Amendment establishing replacement revolving commitments hereunder (“Replacement Revolving Commitments”). The terms Amendment; provided that there shall be no obligors in respect of any Replacement Revolving Commitments shall be as Credit Agreement Refinancing Indebtedness that are not Loan Parties; 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 Parties and the lenders thereofLenders 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, and shall be subject to incurred or obtained. Any Other Loans may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments hereunder, as specified in the consent of the Administrative Agent, the Swingline Lender and the Issuing Banks (to the extent (i) such consent would be required with regard to the identity of potential lenders pursuant to Section 9.04, such consent not to be unreasonably withheld, delayed or conditioned, and (ii) the Administrative Agent, the Swingline Lender and such Issuing Banks shall remain in such capacity in connection with the Replacement Revolving Commitments)applicable Refinancing Amendment. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.01 (including4.2(b) and, solely to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of customary legal opinions, board resolutions, officers’ certificates or and/or reaffirmation agreements consistent with those delivered on the First Restatement Effective Date under Section 4.02 4.1 (other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion opinion) or otherwise reasonably satisfactory to the Administrative Agent) (including, in the case of the Mortgages, mortgage amendments and date down endorsements with respect to the applicable title insurance policies)). Each incurrence of Credit Agreement Refinancing Indebtedness under this Section 2.18 shall be in an aggregate principal amount of not less than $75,000,000. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Replacement Revolving Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments established pursuant theretosubject thereto as Other Loans and/or Other Commitments). Any Refinancing Amendment may, without the consent of any person Person other than the Administrative Agent, the Swingline Lender, the Issuing Banks, the Borrower and the Lenders providing the applicable Credit Agreement Refinancing Indebtedness, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, the Swingline Lender, the Issuing Banks Agent and the Borrower PartiesBorrower, to effect the provisions of this Section 2.222.18. This Section 2.22 2.18 shall supersede any provisions in Section 9.08 (other than Section 9.08(b)(ix)) 12.7 or 12.1 to the contrary. It is understood that (ax) any Lender approached to provide all or a portion of Replacement Revolving Commitments Credit Agreement Refinancing Indebtedness may elect or decline, in its sole discretion, to provide such Replacement Revolving Commitments Credit Agreement Refinancing Indebtedness (it being understood that there is no obligation by the Borrower to approach any existing Lenders to provide any Replacement Revolving Commitments) Other Commitment), and (by) the Administrative Agent, the Swingline Lender and each Issuing Bank Agent shall have consented (such consent not to be unreasonably withheld, delayed or conditioned) to such personPerson’s providing such Replacement Revolving Commitments Credit Agreement Refinancing Indebtedness if such consent would be required under Section 9.04 12.2 for an assignment of Loans or Commitments to such personPerson.

Refinancing Amendments. (a) At any time and from time to timeafter the Fourth Restatement Closing Date, the Borrower Parties may obtain, from any Lender or any Additional Lender, obtain Credit Agreement Refinancing Indebtedness in respect of all of the Loans and Commitments then outstanding under this AgreementDebt from any Additional Refinancing Lender, in each case, case pursuant to a Refinancing Amendment establishing replacement revolving commitments hereunder Amendment. (“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 (ib) such consent would be required with regard to the identity of potential lenders pursuant to Section 9.04, such consent not to be unreasonably withheld, delayed or conditioned, and (ii) the Administrative Agent, the Swingline Lender and such Issuing Banks shall remain in such capacity in connection with the Replacement Revolving Commitments). The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.01 (including5.2 and, solely to the extent reasonably requested by the Administrative Agent, to receipt by the Administrative Agent of (i) customary legal opinions, board resolutions, resolutions and officers’ certificates or reaffirmation agreements consistent with those delivered on the First Fourth Restatement Effective Closing Date under Section 4.02 (other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form counsels’ forms of opinion opinions reasonably satisfactory to the Administrative Agent)). The , and (ii) reaffirmation agreements and/or such amendments to the Security Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Credit Agreement Refinancing Debt is provided with the benefit of the applicable Loan Documents. (c) Each issuance of Credit Agreement Refinancing Debt shall promptly notify each Lender as to the effectiveness be in an aggregate principal amount that is (x) not less than $25,000,000, and (y) an integral multiple of each Refinancing Amendment. $1,000,000. (d) Each of the parties hereto hereby agrees that, upon that this Agreement and the effectiveness of any other Loan Documents may be amended pursuant to a Refinancing Amendment, this Agreement shall be deemed amended without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Replacement Revolving Commitments established pursuant thereto. Any Refinancing Amendment may, without the consent of any person other than the Administrative Agent, the Swingline Lender, the Issuing Banks, the Borrower and the Lenders providing the applicable Credit Agreement Refinancing IndebtednessDebt incurred pursuant thereto, and (ii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, the Swingline Lender, the Issuing Banks Agent and the Borrower PartiesBorrower, to effect the provisions of this Section 2.22. This Section 2.22 shall supersede any provisions in Section 9.08 (other than Section 9.08(b)(ix)) to 2.14, and 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 Required Lenders to provide any Replacement Revolving Commitments) and (b) hereby expressly authorize the Administrative Agent, Agent to enter into any such Refinancing Amendment. Unless the Swingline Lender and each Issuing Bank shall have consented (such consent not to be unreasonably withheldenters into the Refinancing Amendment for a Refinancing Revolving Facility, delayed or conditioned) to such person’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.the Swingline

Refinancing Amendments. At any time and from time to timeafter the Closing Date, the Borrower Parties may obtain, from any Lender or any Additional Lender, Credit Agreement Refinancing Indebtedness in respect of all or any portion of the outstanding Revolving Loans and Commitments then outstanding (or unused Revolving Credit Commitments) under this Agreement, in each casethe form of Other Revolving Loans (or Other Revolving Credit Commitments), pursuant to a Refinancing 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 Amendment; provided that such Credit Agreement Refinancing Indebtedness (i) such consent would shall be required secured by the Collateral, and Guaranteed by the Guarantors, on a pari passu basis with regard the Obligations pursuant to the identity of potential lenders pursuant to Section 9.04, such consent Security Documents and shall not to be unreasonably withheld, delayed secured by any property or conditioned, assets other than Collateral or Guaranteed by any person other than a Guarantor and (ii) will have a maturity date that is not prior to the Administrative Agent, the Swingline Lender and such Issuing Banks shall remain in such capacity in connection with the Replacement maturity date of Revolving Commitments). Credit Commitments being refinanced. (a) The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in paragraphs (b) and (c) of Section 4.01 and, except as otherwise specified in the applicable Refinancing Amendment, the Administrative Agent shall have received (includingwith sufficient copies for each of the Additional Lenders) legal opinions, solely to the extent board resolutions and other closing certificates reasonably requested by the Administrative Agent, receipt by the Administrative Agent of customary legal opinions, board resolutions, officers’ certificates or reaffirmation agreements and consistent with those delivered on the First Restatement Effective Closing Date under Section 4.02 (4.02, other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion that are reasonably satisfactory to the Administrative Agent)). (b) Each Class of Credit Agreement Refinancing Indebtedness incurred under this Section 2.23 shall be in an aggregate principal amount not less than $5,000,000 and an integral multiple of $1,000,000 in excess thereof unless such amount represents the total outstanding amount of the Refinanced Debt or the Administrative Agent otherwise consents. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent . (but only to the extentc) necessary to reflect the existence and terms of the Replacement Revolving Commitments established pursuant thereto. Any Refinancing Amendment may, without the consent of any person other than the Administrative Agent, the Swingline Lender, the Issuing Banks, the Borrower and the Lenders providing the applicable Credit Agreement Refinancing IndebtednessLenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, the Swingline Lender, the Issuing Banks Agent and the Borrower PartiesBorrower, to reflect the existence of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto and to otherwise effect the provisions of this Section 2.22. This Section 2.22 shall supersede any provisions in Section 9.08 (other than Section 9.08(b)(ix)) 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 Administrative Agent, the Swingline Lender and each Issuing Bank shall have consented (such consent not to be unreasonably withheld, delayed or conditioned) to such person’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 person2.23.

Refinancing Amendments. At any time and from time to time, the Borrower Parties may obtain, from any Lender or any Additional Lender, Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Loans and Commitments then outstanding under this Agreement, in each case, pursuant to a Refinancing Amendment establishing replacement revolving commitments 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 (“Replacement Other Term Loans”) or (ii) new Revolving Facility Commitment under an additional Revolving Facility hereunder (“Other Revolving Commitments”). The terms ; provided that there shall be no obligors in respect of any Replacement Credit Agreement Refinancing Indebtedness that are not Loan Parties. Any Other Term Loans and 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, as specified in the applicable Refinancing Amendment (provided that if the Lenders or Additional Lenders providing such Credit Agreement Refinancing Indebtedness have the ability to decline mandatory prepayments, any such mandatory prepayment that is not accepted by such Lenders or Additional Lenders shall be as agreed between the Borrower Parties and the lenders thereofapplied, and shall be subject to the consent right of any applicable Lender to decline mandatory prepayments (if any), to the non-refinanced Loans of the Administrative Agent, the Swingline Lender and the Issuing Banks (to the extent (i) such consent would be required with regard to the identity of potential lenders pursuant to Section 9.04, such consent not to be unreasonably withheld, delayed or conditioned, and (ii) the Administrative Agent, the Swingline Lender and such Issuing Banks shall remain in such capacity in connection with the Replacement Revolving CommitmentsClass being refinanced). The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.01 (including, solely to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of customary legal opinions, board resolutions, officers’ certificates or and/or reaffirmation agreements consistent with those delivered on the First Restatement Effective Closing Date under Section 4.02 4.01 (other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent)). The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Replacement Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans subject thereto as Other Term Loans or the Commitments subject thereto as Other Revolving Commitments established pursuant theretoCommitments). Any Refinancing Amendment may, without the consent of any person other than the Administrative Agent, the Swingline Lender, the Issuing Banks, the Borrower and the Lenders or Additional Lenders providing the applicable Credit Agreement Refinancing Indebtedness, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, the Swingline Lender, the Issuing Banks Agent and the Borrower PartiesBorrower, to effect the provisions of this Section 2.222.23. This Section 2.22 2.23 shall supersede any provisions in Section 9.08 (other than Section 9.08(b)(ix)) to the contrary. It is understood that (a) any Lender approached to provide all or a portion of Replacement Revolving Commitments Credit Agreement Refinancing Indebtedness may elect or decline, in its sole discretion, to provide such Replacement Revolving Commitments Credit Agreement Refinancing Indebtedness (it being understood that there is no obligation by the Borrower to approach any existing Lenders to provide any Replacement such commitment to provide Other Term Loans or Other Revolving Commitments) and (b) the Administrative Agent, the Swingline Lender and each Issuing Bank Agent shall have consented (such consent not to be unreasonably withheld, delayed or conditioned) to such person’s providing such Replacement Revolving Commitments Credit Agreement Refinancing Indebtedness 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 and from time to timeafter the Original Effective Date, the Borrower Parties may obtain, from any Lender or any Additional Lenderother Eligible Assignee, Credit Agreement Refinancing Indebtedness Debt in respect the form of all of the Loans and Other Advances or Other Commitments then outstanding under this Agreement, in each case, case pursuant to a Refinancing Amendment establishing replacement revolving commitments hereunder Amendment. Any Other Advances may participate on a pro rata basis or on a less than pro rata basis (“Replacement Revolving Commitments”). The terms of but not on a greater than pro rata basis) in any Replacement Revolving Commitments shall be voluntary or mandatory prepayments hereunder, as agreed between specified in 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) such consent would be required with regard to the identity of potential lenders pursuant to Section 9.04, such consent not to be unreasonably withheld, delayed or conditioned, and (ii) the Administrative Agent, the Swingline Lender and such Issuing Banks shall remain in such capacity in connection with the Replacement Revolving Commitments)applicable Refinancing Amendment. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.01 (including3.02 and, solely to the extent that the applicable Credit Agreement Refinancing Debt is to be secured and to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of amendments to the Collateral Documents (or replacements thereof as contemplated by the final paragraph of each of Section 5.01(h) and 5.01(j)) as may be requested by the Collateral Agent (which shall not require any consent from any Lender) in order to ensure that such Credit Agreement Refinancing Debt is provided with the benefit of the applicable Collateral Documents, together with customary legal opinions, board resolutions, officers’ certificates or and/or reaffirmation agreements generally consistent with those delivered on the First Restatement Original Effective Date under Section 4.02 (other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent))3.01. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Replacement Revolving Credit Agreement Refinancing Debt incurred pursuant thereto (including any amendments necessary to treat the Advances and Commitments established pursuant theretosubject thereto as Other Advances and/or Other Commitments). Any Refinancing Amendment may, without the consent of any person other than the Administrative Agent, the Swingline Lender, the Issuing Banks, the Borrower and the Lenders providing the applicable Credit Agreement Refinancing IndebtednessLenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, the Swingline Lender, the Issuing Banks Agent and the Borrower PartiesBorrower, to effect the provisions of this Section 2.222.19. This Section 2.22 2.19 shall supersede any provisions in Section 9.08 (other than Section 9.08(b)(ix)) 2.06, 2.13 or 9.01 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 Administrative Agent, the Swingline Lender and each Issuing Bank shall have consented (such consent not to be unreasonably withheld, delayed or conditioned) to such person’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 and from time to timeafter the Effective Date, the Borrower Parties may obtain, from any Lender or any Additional Lenderother Eligible Assignee, Credit Agreement Refinancing Indebtedness Debt in respect the form of all of the Loans and Other Advances or Other Commitments then outstanding under this Agreement, in each case, case pursuant to a Refinancing Amendment establishing replacement revolving commitments hereunder Amendment. Any Other Advances may participate on a pro rata basis or on a less than pro rata basis (“Replacement Revolving Commitments”). The terms of but not on a greater than pro rata basis) in any Replacement Revolving Commitments shall be voluntary or mandatory prepayments hereunder, as agreed between specified in 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) such consent would be required with regard to the identity of potential lenders pursuant to Section 9.04, such consent not to be unreasonably withheld, delayed or conditioned, and (ii) the Administrative Agent, the Swingline Lender and such Issuing Banks shall remain in such capacity in connection with the Replacement Revolving Commitments)applicable Refinancing Amendment. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.01 (including3.02 and, solely to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of amendments to the Collateral Documents as may be requested by the Collateral Agent (which shall not require any consent from any Lender) in order to ensure that such Credit Agreement Refinancing Debt is provided with the benefit of the applicable Collateral Documents, together with customary legal opinions, board resolutions, officers’ certificates or and/or reaffirmation agreements generally consistent with those delivered on the First Restatement Effective Date under Section 4.02 (other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent))3.01. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Replacement Revolving Credit Agreement Refinancing Debt incurred pursuant thereto (including any amendments necessary to treat the Advances and Commitments established pursuant theretosubject thereto as Other Advances and/or Other Commitments). Any Refinancing Amendment may, without the consent of any person other than the Administrative Agent, the Swingline Lender, the Issuing Banks, the Borrower and the Lenders providing the applicable Credit Agreement Refinancing IndebtednessLenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, the Swingline Lender, the Issuing Banks Agent and the Borrower PartiesBorrower, to effect the provisions of this Section 2.222.19. This Section 2.22 2.19 shall supersede any provisions in Section 9.08 (other than Section 9.08(b)(ix)) 2.06, 2.13 or 9.01 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 Administrative Agent, the Swingline Lender and each Issuing Bank shall have consented (such consent not to be unreasonably withheld, delayed or conditioned) to such person’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 and from time to timeAfter the Effective Date, the Borrower Parties may obtain, from any Lender or any Additional Lender, Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Loans and Commitments then outstanding under this Agreement, Agreement in each case, case pursuant to a Refinancing Amendment establishing replacement revolving commitments hereunder (“Replacement Revolving Commitments”). The terms Amendment; provided that there shall be no obligors in respect of any Replacement Revolving Commitments shall be as Credit Agreement Refinancing Indebtedness that are not Loan Parties; 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 Parties and the lenders thereofLenders 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, and shall be subject to incurred or obtained. Any Other Loans may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments hereunder, as specified in the consent of the Administrative Agent, the Swingline Lender and the Issuing Banks (to the extent (i) such consent would be required with regard to the identity of potential lenders pursuant to Section 9.04, such consent not to be unreasonably withheld, delayed or conditioned, and (ii) the Administrative Agent, the Swingline Lender and such Issuing Banks shall remain in such capacity in connection with the Replacement Revolving Commitments)applicable Refinancing Amendment. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.01 4.2(a) and (includingb) and, solely 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 customary legal opinions, board resolutions, officers’ certificates or and/or reaffirmation agreements consistent with those delivered on the First Restatement Effective Date under Section 4.02 4.1 (other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion opinion) or otherwise reasonably satisfactory to the Administrative AgentAgent (acting at the direction of the Requisite Lenders) (including, in the case of the Mortgages, mortgage amendments and date down endorsements with respect to the applicable title insurance policies)). Each incurrence of Credit Agreement Refinancing Indebtedness under this Section 2.14 shall be in an aggregate principal amount of not less than $25,000,000. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Replacement Revolving Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments established pursuant theretosubject thereto as Other Loans and/or Other Commitments). Any Refinancing Amendment may, without the consent of any person Person other than the Administrative Agent, Agent (acting at the Swingline Lender, direction of the Issuing BanksRequisite Lenders), the Borrower and the Lenders providing the applicable Credit Agreement Refinancing Indebtedness, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, Agent (acting at the Swingline Lender, direction of the Issuing Banks Requisite Lenders) and the Borrower PartiesBorrower, to effect the provisions of this Section 2.222.14. This Section 2.22 2.14 shall supersede any provisions in Section 9.08 (other than Section 9.08(b)(ix)) 12.7 or 12.1 to the contrary. It is understood that (ax) any Lender approached to provide all or a portion of Replacement Revolving Commitments Credit Agreement Refinancing Indebtedness may elect or decline, in its sole discretion, to provide such Replacement Revolving Commitments Credit Agreement Refinancing Indebtedness (it being understood that there is no obligation by the Borrower to approach any existing Lenders to provide any Replacement Revolving Commitments) Other Commitment), and (by) the Administrative Agent, the Swingline Lender and each Issuing Bank Agent shall have consented (such consent not to be unreasonably withheld, delayed or conditioned) to such personPerson’s providing such Replacement Revolving Commitments Credit Agreement Refinancing Indebtedness if such consent would be required under Section 9.04 12.2 for an assignment of Loans or Commitments to such personPerson.

Refinancing Amendments. At any time and from time to timeOn not more than four (4) occasions following the Closing Date, the Borrower Parties may obtain, from any Lender or any 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 Loans and Commitments (such Credit Agreement Refinancing Indebtedness in respect of any Loans, a “Refinancing Tranche”) then outstanding under this AgreementAgreement (which for purposes of this clause (a) will be deemed to include any then outstanding Other Term Loans, Incremental Loans or Extended Loans), in each case, the form of Other Term Loans or Other Term Loan Commitments pursuant to a Refinancing Amendment establishing replacement revolving commitments hereunder (“Replacement Revolving Commitments”). The terms or, in the case such Credit Agreement Refinancing Indebtedness consists of any Replacement Revolving Commitments shall be as agreed between the Borrower Parties and the lenders thereofnotes, and shall be subject pursuant to the consent other agreements referred to in the last sentence of the Administrative Agentdefinition of Credit Agreement Refinancing Indebtedness and in the case of such notes, the Swingline Lender and Refinancing Amendment, if entered into, shall effectuate the Issuing Banks (to the extent (i) such consent would be required with regard to the identity of potential lenders pursuant to Section 9.04, such consent not to be unreasonably withheld, delayed or conditioned, and (ii) the Administrative Agent, the Swingline Lender and such Issuing Banks shall remain purposes set forth in such capacity in connection with the Replacement Revolving Commitmentslast 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 4.01 (includingand for purposes thereof the incurrence of the Credit Agreement Refinancing Indebtedness shall be deemed to be a Loan Notice) and, solely to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of customary legal opinions, board resolutionsresolutions and officers' certificates, officers’ certificates or reaffirmation agreements in each case consistent with those delivered on the First Restatement Effective Closing Date under Section 4.02 4.01 (other than changes to such legal 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)), and customary reaffirmation agreements. Each Refinancing Tranche of Credit Agreement Refinancing Indebtedness incurred under this Section 2.16(a) shall be in an aggregate principal amount that is (x) not less than $25,000,000 and (y) an integral multiple of $1,000,000 in excess thereof. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Replacement Revolving Commitments established pursuant thereto. Any Refinancing Amendment may, without the consent of any person other than the Administrative Agent, the Swingline Lender, the Issuing Banks, the Borrower and the Lenders providing the applicable Credit Agreement Refinancing Indebtedness, effect Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans and/or Other Term Loan Commitments). The proceeds of any Refinancing Tranche shall be used to repay Loans of such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, the Swingline Lender, the Issuing Banks and the Borrower Parties, to effect the provisions of this Section 2.22. This Section 2.22 shall supersede any provisions in Section 9.08 (other than Section 9.08(b)(ix)) to the contrary. It is understood that (a) any Lender approached to provide all or Class on 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 Administrative Agent, the Swingline Lender and each Issuing Bank shall have consented (such consent not to be unreasonably withheld, delayed or conditioned) to such person’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 personpro rata basis.

Refinancing Amendments. At any time and from time to timeAfter the Effective Date, the Borrower Parties may obtain, from any Lender or any Additional Lender, Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Loans and Commitments then outstanding under this Agreement, Agreement in each case, case pursuant to a Refinancing Amendment establishing replacement revolving commitments hereunder (“Replacement Revolving Commitments”). The terms Amendment; provided that there shall be no obligors in respect of any Replacement Revolving Commitments shall be as Credit Agreement Refinancing Indebtedness that are not Loan Parties; 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 Parties and the lenders thereofLenders 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, and shall be subject to incurred or obtained. Any Other Loans may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments hereunder, as specified in the consent of the Administrative Agent, the Swingline Lender and the Issuing Banks (to the extent (i) such consent would be required with regard to the identity of potential lenders pursuant to Section 9.04, such consent not to be unreasonably withheld, delayed or conditioned, and (ii) the Administrative Agent, the Swingline Lender and such Issuing Banks shall remain in such capacity in connection with the Replacement Revolving Commitments)applicable Refinancing Amendment. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.01 (including4.2 and, solely to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of customary legal opinions, board resolutions, officers’ certificates or and/or reaffirmation agreements consistent with those delivered on the First Restatement Effective Date under Section 4.02 4.1 (other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent) (including, in the case of the Mortgages, mortgage amendments and date down endorsements with respect to the applicable title insurance policies)). Each incurrence of Credit Agreement Refinancing Indebtedness under this Section 2.18 shall be in an aggregate principal amount of not less than $75,000,000. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Replacement Revolving Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments established pursuant theretosubject thereto as Other Loans and/or Other Commitments). Any Refinancing Amendment may, without the consent of any person Person other than the Administrative Agent, the Swingline Lender, the Issuing Banks, the Borrower and the Lenders providing the applicable Credit Agreement Refinancing Indebtedness, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, the Swingline Lender, the Issuing Banks Agent and the Borrower PartiesBorrower, to effect the provisions of this Section 2.222.18. This Section 2.22 2.18 shall supersede any provisions in Section 9.08 (other than Section 9.08(b)(ix)) 12.7 or 12.1 to the contrary. It is understood that (ax) any Lender approached to provide all or a portion of Replacement Revolving Commitments Credit Agreement Refinancing Indebtedness may elect or decline, in its sole discretion, to provide such Replacement Revolving Commitments Credit Agreement Refinancing Indebtedness (it being understood that there is no obligation by the Borrower to approach any existing Lenders to provide any Replacement Revolving Commitments) Other Commitment), and (by) the Administrative Agent, the Swingline Lender and each Issuing Bank Agent shall have consented (such consent not to be unreasonably withheld, delayed or conditioned) to such personPerson’s providing such Replacement Revolving Commitments Credit Agreement Refinancing Indebtedness if such consent would be required under Section 9.04 12.2 for an assignment of Loans or Commitments to such personPerson.

Refinancing Amendments. At any time and from time to time(a) After the Effective Date, the Borrower Parties may obtain, from any Lender or any Additional Lender, Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Loans and Commitments then outstanding under this Agreement, Agreement in each case, case pursuant to a Refinancing Amendment establishing replacement revolving commitments hereunder (“Replacement Revolving Commitments”). The terms Amendment; provided that there shall be no obligors in respect of any Replacement Revolving Commitments shall be as Credit Agreement Refinancing Indebtedness that are not Loan Parties; 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 Parties and the lenders thereofLenders 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, and shall be subject to incurred or obtained. Any Other Loans may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments hereunder, as specified in the consent of the Administrative Agent, the Swingline Lender and the Issuing Banks (to the extent (i) such consent would be required with regard to the identity of potential lenders pursuant to Section 9.04, such consent not to be unreasonably withheld, delayed or conditioned, and (ii) the Administrative Agent, the Swingline Lender and such Issuing Banks shall remain in such capacity in connection with the Replacement Revolving Commitments)applicable Refinancing Amendment. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.01 4.2(a) and (includingb) and, solely to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of customary legal opinions, board resolutions, officers’ certificates or and/or reaffirmation agreements consistent with those delivered on the First Restatement Effective Date under Section 4.02 4.1 (other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion opinion) or otherwise reasonably satisfactory to the Administrative Agent)) (including, in the case of the Mortgages, mortgage amendments and date down endorsements with respect to the applicable title insurance policies). The Administrative Agent shall promptly notify each Lender as to the effectiveness Each incurrence of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Replacement Revolving Commitments established pursuant thereto. Any Refinancing Amendment may, without the consent of any person other than the Administrative Agent, the Swingline Lender, the Issuing Banks, the Borrower and the Lenders providing the applicable Credit Agreement Refinancing Indebtedness, effect such amendments to Indebtedness under this Agreement and the other Loan Documents as may Section 2.14 shall be necessary in an aggregate principal amount of not less than $75,000,000.(i) $75,000,000 or appropriate, (ii) in the reasonable opinion case of Credit Agreement Refinancing Indebtedness in respect of Tranche B-2 Loans, $25,000,000 or, if less, the aggregate outstanding principal amount of the Administrative Agent, the Swingline Lender, the Issuing Banks and the Borrower Parties, to effect the provisions of this Section 2.22. This Section 2.22 shall supersede any provisions in Section 9.08 (other than Section 9.08(b)(ix)) 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 Administrative Agent, the Swingline Lender and each Issuing Bank shall have consented (such consent not to be unreasonably withheld, delayed or conditioned) to such person’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.Tranche B-2

Refinancing Amendments. At any time and from time to time(a) On one or more occasions after the Closing Date, the Borrower Parties may obtain, from any Lender or any other bank, financial institution or other institutional lender or investor that agrees to provide any portion of Refinancing Term Loans pursuant to an amendment (a “Refinancing Amendment”) in accordance with this Section 2.14 (each, an “Additional Refinancing Lender”) (provided that the Administrative Agent shall have consented (such consent not to be unreasonably withheld or delayed) to such Lender’s or Additional Refinancing Lender’s making such Refinancing Term Loans to the extent such consent, if any, would be required under Section 10.06(b)(iii)(B) for an assignment of Loans to such Lender or Additional Refinancing Lender) or Credit Agreement Refinancing Indebtedness in respect of all or any portion of the any Class of Loans and Commitments then outstanding under this Agreementoutstanding, in each case, the form of Refinancing Term Loans or Refinancing Term Commitments pursuant to a Refinancing Amendment establishing replacement revolving commitments hereunder Amendment. (“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 (ib) such consent would be required with regard to the identity of potential lenders pursuant to Section 9.04, such consent not to be unreasonably withheld, delayed or conditioned, and (ii) the Administrative Agent, the Swingline Lender and such Issuing Banks shall remain in such capacity in connection with the Replacement Revolving Commitments). The effectiveness of any Refinancing Amendment shall be subject to (i) the satisfaction on the date thereof of each accuracy in all material respects of the conditions representations and warranties set forth in Section 4.01 Article V as of the date of Incurrence of such Indebtedness, after giving effect to such Incurrence (includingexcept to the extent that any such representation or warranty is expressly stated to be made as of an earlier date) and (ii) immediately after the Incurrence of such Indebtedness, solely no Default or Event of Default exists and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (x) customary legal opinions, board resolutions, resolutions and officers’ certificates or reaffirmation agreements consistent with those delivered on the First Restatement Effective Closing Date under Section 4.02 (other than changes to such legal opinions opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent)). The Agent and (y) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Credit Agreement Refinancing Indebtedness is provided with the benefit of the applicable Loan Documents. (c) Each issuance of Credit Agreement Refinancing Indebtedness under Section 2.14(a) shall promptly notify each Lender as to the effectiveness be in an aggregate principal amount that is (x) not less than $25,000,000 and (y) an integral multiple of each Refinancing Amendment. $1,000,000 in excess thereof. (d) Each of the parties hereto hereby agrees that, upon that this Agreement and the effectiveness of any other Loan Documents may be amended pursuant to a Refinancing Amendment, this Agreement shall be deemed amended without the consent of any other Lenders, (i) to the extent (but only to the extent) necessary to reflect the existence and terms of the Replacement Revolving Commitments established pursuant thereto. Any Refinancing Amendment may, without the consent of any person other than the Administrative Agent, the Swingline Lender, the Issuing Banks, the Borrower and the Lenders providing the applicable Credit Agreement Refinancing Indebtedness, Indebtedness Incurred pursuant thereto and (ii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, the Swingline Lender, the Issuing Banks Agent and the Borrower PartiesBorrower, to effect the provisions of this Section 2.22. This Section 2.22 shall supersede any provisions in Section 9.08 (other than Section 9.08(b)(ix)) to 2.14, and 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) hereby expressly authorize the Administrative Agent, the Swingline Lender and each Issuing Bank shall have consented (Agent to enter into any such consent not to be unreasonably withheld, delayed or conditioned) to such person’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 personRefinancing Amendment.

Refinancing Amendments. At any time and from time to timeAfter the Effective Date, the Borrower Parties may obtain, from any Lender or any Additional Lender, Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Loans and Commitments then outstanding under this Agreement, Agreement in each case, case pursuant to a Refinancing Amendment establishing replacement revolving commitments hereunder (“Replacement Revolving Commitments”). The terms Amendment; provided that there shall be no obligors in respect of any Replacement Revolving Commitments shall be as Credit Agreement Refinancing Indebtedness that are not Loan Parties; 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 Parties and the lenders thereofLenders 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, and shall be subject to incurred or obtained. Any Other Loans may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments hereunder, as specified in the consent of the Administrative Agent, the Swingline Lender and the Issuing Banks (to the extent (i) such consent would be required with regard to the identity of potential lenders pursuant to Section 9.04, such consent not to be unreasonably withheld, delayed or conditioned, and (ii) the Administrative Agent, the Swingline Lender and such Issuing Banks shall remain in such capacity in connection with the Replacement Revolving Commitments)applicable Refinancing Amendment. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.01 (including4.2 and, solely to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of customary legal opinions, board resolutions, officers’ certificates or and/or reaffirmation agreements consistent with those delivered on the First Restatement Effective Date under Section 4.02 4.1 (other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent) (including, in the case of the Mortgages, mortgage amendments and date down endorsements with respect to the applicable title insurance policies)). Each incurrence of Credit Agreement Refinancing Indebtedness under this Section 2.14 shall be in an aggregate principal amount of not less than $75,000,000. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Replacement Revolving Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments established pursuant theretosubject thereto as Other Loans and/or Other Commitments). Any Refinancing Amendment may, without the consent of any person Person other than the Administrative Agent, the Swingline Lender, the Issuing Banks, the Borrower and the Lenders providing the applicable Credit Agreement Refinancing Indebtedness, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, the Swingline Lender, the Issuing Banks Agent and the Borrower PartiesBorrower, to effect the provisions of this Section 2.222.14. This Section 2.22 2.14 shall supersede any provisions in Section 9.08 (other than Section 9.08(b)(ix)) 12.7 or 12.1 to the contrary. It is understood that (ax) any Lender approached to provide all or a portion of Replacement Revolving Commitments Credit Agreement Refinancing Indebtedness may elect or decline, in its sole discretion, to provide such Replacement Revolving Commitments Credit Agreement Refinancing Indebtedness (it being understood that there is no obligation by the Borrower to approach any existing Lenders to provide any Replacement Revolving Commitments) Other Commitment), and (by) the Administrative Agent, the Swingline Lender and each Issuing Bank Agent shall have consented (such consent not to be unreasonably withheld, delayed or conditioned) to such personPerson’s providing such Replacement Revolving Commitments Credit Agreement Refinancing Indebtedness if such consent would be required under Section 9.04 12.2 for an assignment of Loans or Commitments to such personPerson.

Refinancing Amendments. At any time and from time to time(a) On one or more occasions after the Closing Date, the Borrower Parties may obtain, from any Lender or any other bank, financial institution or other institutional lender or investor that agrees to provide any portion of Refinancing Loans pursuant to a Refinancing Amendment in accordance with Section 2.15 (each, an “Additional Refinancing Lender”) (provided that (i) the Administrative Agent shall have consented (not to be unreasonably withheld or delayed) to such Lender’s or Additional Refinancing Lender’s making such Refinancing Loans to the extent such consent, if any, would be required under Section 10.07(b) for an assignment of Loans to such Lender or Additional Refinancing Lender and (ii) with respect to Refinancing Loans, any Affiliated Refinancing Lender providing any Refinancing Loans shall be subject to the same restrictions set forth in Section 10.07(l) as they would otherwise be subject to with respect to any purchase by or assignment to such Affiliated Lender of Loans), Credit Agreement Refinancing Indebtedness in respect of all or any portion of the any Class of Loans and Commitments then outstanding under this Agreement, in each case, the form of Refinancing Loans or Refinancing Commitments pursuant to a Refinancing Amendment establishing replacement revolving commitments hereunder Amendment; (“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 (ib) such consent would be required with regard to the identity of potential lenders pursuant to Section 9.04, such consent not to be unreasonably withheld, delayed or conditioned, and (ii) the Administrative Agent, the Swingline Lender and such Issuing Banks shall remain in such capacity in connection with the Replacement Revolving Commitments). The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.01 (including4.02 and, solely to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) customary legal opinions, board resolutions, resolutions and officers’ certificates or reaffirmation agreements consistent with those delivered on the First Restatement Effective Closing Date under Section 4.02 (other than changes to such legal opinions opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent)). The Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Credit Agreement Refinancing Indebtedness is provided with the benefit of the applicable Loan Documents. (c) Each issuance of Credit Agreement Refinancing Indebtedness under Section 2.15(a) shall promptly notify each Lender as to the effectiveness be in an aggregate principal amount that is (x) not less than $25,000,000 and (y) an integral multiple of each Refinancing Amendment. $1,000,000 in excess thereof. (d) Each of the parties hereto hereby agrees that, upon that this Agreement and the effectiveness of any other Loan Documents may be amended pursuant to a Refinancing Amendment, this Agreement shall be deemed amended without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Replacement Revolving Commitments established Credit Agreement Refinancing Indebtedness incurred pursuant thereto. Any Refinancing Amendment may, thereto and (ii) make such other changes to this Agreement and the other Loan Documents consistent with the provisions and intent of the last paragraph of Section 10.01 (without the consent of any person other than the Administrative Agent, the Swingline Lender, the Issuing Banks, the Borrower Required Lenders called for therein) and the Lenders providing the applicable Credit Agreement Refinancing Indebtedness, (iii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, the Swingline Lender, the Issuing Banks Agent and the Borrower PartiesBorrower, to effect the provisions of this Section 2.22. This Section 2.22 shall supersede any provisions in Section 9.08 (other than Section 9.08(b)(ix)) to 2.15, and 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 Required Lenders to provide any Replacement Revolving Commitments) and (b) hereby expressly authorize the Administrative Agent, the Swingline Lender and each Issuing Bank shall have consented (Agent to enter into any such consent not to be unreasonably withheld, delayed or conditioned) to such person’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 personRefinancing Amendment.

Refinancing Amendments. At any time and from time to time(a) On one or more occasions after the Effective Date, the Borrower Parties may obtain, from any Lender or any Additional Lenderother bank, Credit financial institution or other institutional lender or investor (other than an Ineligible Institution) that agrees to provide any portion of any Refinancing Term Loan consisting of Loan Agreement Refinancing Indebtedness Debt, pursuant to a Refinancing Amendment in accordance with this Section 2.28 (each, an “Additional Refinancing Lender”) (provided that the Administrative Agent shall have consented (not to be unreasonably withheld) to such Lender or Additional Refinancing Lender making such Refinancing Term Loans to the extent such consent, if any, would be required under Section 9.04(b) for an assignment of Loans or Commitments, as applicable, to such Lender or Additional Refinancing Lender), in respect of all or any portion of the any Class of Term Loans and Commitments then outstanding under this Agreement, in each case, the form of Refinancing Term Loans or Refinancing Term Commitments pursuant to a Refinancing Amendment establishing replacement revolving commitments hereunder Amendment. (“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 (ib) such consent would be required with regard to the identity of potential lenders pursuant to Section 9.04, such consent not to be unreasonably withheld, delayed or conditioned, and (ii) the Administrative Agent, the Swingline Lender and such Issuing Banks shall remain in such capacity in connection with the Replacement Revolving Commitments). The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on following conditions: (i) no Default or Event of Default shall have occurred and be continuing immediately prior to and immediately after giving effect (including pro forma effect) to such Refinancing Amendment, (ii) the date thereof of each of the conditions representations and warranties set forth in Section 4.01 each Loan Document shall be true and correct in all material respects immediately prior to, and immediately after giving effect to, such Refinancing Amendment, except to the extent any such representations or warranties are expressly limited to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such specified earlier date (including, solely provided that no materiality qualifier set forth in this clause (ii) shall be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) and (iii) to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of customary (1) such legal opinions, board resolutions, officers’ secretary’s certificates, officer’s certificates or and other documents as shall reasonably be requested by the Administrative Agent in connection with any such transaction and (2) reaffirmation agreements consistent and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Loan Agreement Refinancing Indebtedness is provided with those delivered on the First Restatement Effective Date benefit of the applicable Loan Documents. Each issuance of Loan Agreement Refinancing Indebtedness under Section 4.02 2.28(a) shall be in an aggregate principal amount that is (other i) not less than changes to such legal opinions resulting from a change $25,000,000 and (ii) an integral multiple of $5,000,000 in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent))excess thereof. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. 73 (c) Each of the parties hereto hereby agrees that, upon that this Agreement and the effectiveness of any other Loan Documents may be amended pursuant to a Refinancing Amendment, this Agreement shall be deemed amended without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Replacement Revolving Commitments established pursuant thereto. Any Refinancing Amendment may, without the consent of any person other than the Administrative Agent, the Swingline Lender, the Issuing Banks, the Borrower and the Lenders providing the applicable Credit Loan Agreement Refinancing Indebtedness, Indebtedness incurred pursuant thereto and (ii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, the Swingline Lender, the Issuing Banks Agent and the Borrower PartiesBorrower, to effect the provisions of this Section 2.222.28, including any amendments necessary to treat the applicable Loans and/or Commitments established under the Refinancing Amendment as a new Class of loans and/or commitments hereunder, and the Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment. This Section 2.22 2.28 shall supersede any provisions in Section 9.08 (other than 2.18(c) or Section 9.08(b)(ix)) 9.02 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 Administrative Agent, the Swingline Lender and each Issuing Bank shall have consented (such consent not to be unreasonably withheld, delayed or conditioned) to such person’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.