Common use of Refinancing Amendments Clause in Contracts

Refinancing Amendments. (a) At any time after the Effective Date, the Borrower may obtain, from any Lender or any Additional Lender, Credit Agreement Refinancing Indebtedness in respect of (a) all or any portion of any Class of Term Loans then outstanding under this Agreement (which for purposes of this clause (a) will be deemed to include any then outstanding Other Term Loans) or (b) all or any portion of the Revolving Loans (or unused Revolving Commitments) under this Agreement (which for purposes of this clause (b) will be deemed to include any then outstanding Other Revolving Loans and Other Revolving Commitments), in the form of (i) Other Term Loans or Other Term Commitments or (ii) Other Revolving Loans or Other Revolving Commitments, as the case may be, in each case pursuant to a Refinancing Amendment; provided that the Net Proceeds of such Credit Agreement Refinancing Indebtedness shall be applied, substantially concurrently with the incurrence thereof, to the prepayment of outstanding Term Loans or reduction of Revolving Commitments being so refinanced, as the case may be; provided, further, that the terms and conditions applicable to such Credit Agreement Refinancing Indebtedness may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrower and the Lenders thereof and applicable only during periods after the Latest Maturity Date that is in effect on the date such Credit Agreement Refinancing Indebtedness is issued, incurred or obtained. Each Class of Credit Agreement Refinancing Indebtedness incurred under this Section 2.21 shall be in an aggregate principal amount that is (x) not less than $5,000,000 in the case of Other Term Loans or $5,000,000 in the case of Other Revolving Loans and (y) an integral multiple of $1,000,000 in excess thereof (in each case unless the Borrower and the Administrative Agent otherwise agree). Any Refinancing Amendment may provide for the issuance of Letters of Credit for the account of the Borrower pursuant to any Other Revolving Commitments established thereby, in each case on terms substantially equivalent to the terms applicable to Letters of Credit under the Revolving Commitments. The Administrative Agent shall promptly notify each applicable Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans, Other Revolving Loans, Other Revolving Commitments and/or Other Term Commitments). Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section. In addition, if so provided in the relevant Refinancing Amendment and with the consent of each Issuing Bank, participations in Letters of Credit expiring on or after the Revolving Maturity Date shall be reallocated from Lenders holding Revolving Commitments to Lenders holding extended revolving commitments in accordance with the terms of such Refinancing Amendment; provided, however, that such participation interests shall, upon receipt thereof by the relevant Lenders holding Revolving Commitments, be deemed to be participation interests in respect of such Revolving Commitments and the terms of such participation interests (including, without limitation, the commission applicable thereto) shall be adjusted accordingly. (b) Notwithstanding anything to the contrary, this Section 2.21 shall supersede any provisions in Section 2.18 or Section 9.02 to the contrary.

Refinancing Amendments. (a) At any time On one or more occasions after the Effective Closing Date, the Borrower may obtain, from any Lender or any other bank, financial institution or other institutional lender or investor that agrees to provide any portion of Refinancing Term Loans or Other Revolving Credit Commitments pursuant to a Refinancing Amendment in accordance with this Section 2.15 (each, an “Additional Refinancing Lender”) (provided that (i) solely with respect to Other Revolving Credit Commitments, the Administrative Agent, each Swing Line Lender and each L/C Issuer, if applicable, shall have consented (not to be unreasonably withheld or delayed) to such Lender’s or Additional Refinancing Lender’s providing such Other Revolving Credit Commitments to the extent such consent, if any, would be required under Section 10.07(b) for an assignment of Revolving Credit Commitments to such Lender or Additional Refinancing Lender, (ii) with respect to Refinancing Term Loans, any Affiliated Lender providing Refinancing Term Loans shall be subject to the same restrictions set forth in Section 10.07(l) as they would otherwise be subject to with respect to any purchase by or assignment to such Affiliated Lender of Term Loans and (iii) Affiliated Lenders may not provide Other Revolving Credit Commitments), Credit Agreement Refinancing Indebtedness in respect of (a) all or any portion of any Class Class, as selected by the Borrower in its sole discretion, of Term Loans or Revolving Credit Loans (or unused Commitments in respect thereof) then outstanding under this Agreement (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) 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)Agreement, in the form of (i) Other Refinancing Term Loans or Other Loans, Refinancing Term Commitments or (ii) Commitments, Other Revolving Loans Credit Commitments, or Other Revolving Commitments, as the case may be, in each case Credit Loans pursuant to a Refinancing Amendment; provided that notwithstanding anything to the Net Proceeds contrary in this Section 2.15 or otherwise, (1) the borrowing and repayment (except for (A) payments of such interest and fees at different rates on Other Revolving Credit Agreement Refinancing Indebtedness Commitments (and related outstandings), (B) repayments required upon the maturity date of the Other Revolving Credit Commitments and (C) repayment made in connection with a permanent repayment and termination of commitments (subject to clause (3) below)) of Loans with respect to Other Revolving Credit Commitments after the date of obtaining any Other Revolving Credit Commitments shall be appliedmade on a pro rata basis with all other Revolving Credit Commitments, substantially concurrently (2) subject to the provisions of Section 2.03(n) and Section 2.04(g) to the extent dealing with Swing Line Loans and Letters of Credit which mature or expire after a maturity date when there exist Other Revolving Credit Commitments with a longer maturity date, all Swing Line Loans and Letters of Credit shall be participated on a pro rata basis by all Lenders with Commitments in accordance with their percentage of the incurrence thereofCommitments in respect of Revolving Credit Loans (and except as provided in Section 2.03(n) and Section 2.04(g), without giving effect to changes thereto on an earlier maturity date with respect to Swing Line Loans and Letters of Credit theretofore incurred or issued), (3) the permanent repayment of Revolving Credit Loans with respect to, and termination of, Other Revolving Credit Commitments after the date of obtaining any Other Revolving Credit Commitments shall be made on a pro rata basis with all other Commitments in respect of Revolving Credit Loans, except that the Borrower shall be permitted to permanently repay and terminate commitments of any such Class on a better than a pro rata basis as compared to any other Class with a later maturity date than such Class and (4) assignments and participations of Other Revolving Credit Commitments and Other Revolving Credit Loans shall be governed by the same assignment and participation provisions applicable to Revolving Credit Commitments and Revolving Credit Loans. (b) The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 and, to the prepayment extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of outstanding Term Loans or reduction of Revolving Commitments being so refinanced(i) customary legal opinions, as board resolutions and officers’ certificates consistent with those delivered on the case may be; provided, further, that the terms and conditions applicable Closing Date other than changes to such Credit Agreement Refinancing Indebtedness legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may provide for any additional or different financial or other covenants or other provisions be reasonably requested by the Administrative Agent in order to ensure that are agreed between the Borrower and the Lenders thereof and applicable only during periods after the Latest Maturity Date that is in effect on the date such Credit Agreement Refinancing Indebtedness is issued, incurred or obtained. provided with the benefit of the applicable Loan Documents. (c) Each Class issuance of Credit Agreement Refinancing Indebtedness incurred under this Section 2.21 2.15(a) shall be in an aggregate principal amount that is (x) not less than $5,000,000 in the case of Other Term Loans or $5,000,000 in the case of Other Revolving Loans 10,000,000 and (y) an integral multiple of $1,000,000 in excess thereof thereof. (in each case unless the Borrower and the Administrative Agent otherwise agree). Any Refinancing Amendment may provide for the issuance of Letters of Credit for the account of the Borrower pursuant to any Other Revolving Commitments established thereby, in each case on terms substantially equivalent to the terms applicable to Letters of Credit under the Revolving Commitments. The Administrative Agent shall promptly notify each applicable Lender as to the effectiveness of each Refinancing Amendment. d) Each of the parties hereto hereby agrees that, upon that this Agreement and the effectiveness of any other Loan Documents may be amended pursuant to a Refinancing Amendment, this Agreement shall be deemed amended without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto and (including any amendments necessary ii) make such other changes to treat this Agreement and the Loans other Loan Documents consistent with the provisions and Commitments subject thereto as Other Term Loans, Other Revolving Loans, Other Revolving Commitments and/or Other Term Commitments). Any Refinancing Amendment may, intent of the third paragraph of Section 10.01 (without the consent of any other Lenders, the Required Lenders called for therein) and (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 and the Borrower, to effect the provisions of this Section. In additionSection 2.15, if so provided in and the relevant Refinancing Amendment and with Required Lenders hereby expressly authorize the consent of each Issuing Bank, participations in Letters of Credit expiring on or after the Revolving Maturity Date shall be reallocated from Lenders holding Revolving Commitments Administrative Agent to Lenders holding extended revolving commitments in accordance with the terms of enter into any such Refinancing Amendment; provided, however, that such participation interests shall, upon receipt thereof by the relevant Lenders holding Revolving Commitments, be deemed to be participation interests in respect of such Revolving Commitments and the terms of such participation interests (including, without limitation, the commission applicable thereto) shall be adjusted accordingly. (be) Notwithstanding anything to the contrary, this This Section 2.21 2.15 shall supersede any provisions in Section 2.18 2.13 or Section 9.02 10.01 to the contrary.

Refinancing Amendments. (a) At any time after the Effective Closing Date, the Borrower may obtain, from any Lender Lenders or any Additional Lenders (provided, that the Administrative Agent (and, solely with respect to any Refinancing Amendment establishing any Revolving Credit Commitments, each Letter of Credit Issuer) shall have consented to such Additional Lender’s providing any Refinancing Commitments to the extent such consent would be required under Section 13.6(b) for an assignment of Loans or Commitments, as applicable, to such Additional Lender; provided, further, that any Lender offered or approached to provide all or a portion of the Refinancing Commitments may elect or decline, in its sole discretion, to provide a Refinancing Commitment), Credit Agreement Refinancing Indebtedness in respect of (a) all or any portion of any Class of the Term Loans then outstanding under this Agreement (which for purposes of this clause (a) will be deemed to include any then outstanding Other Term Loans) or (b) all or any portion of the Revolving Credit Loans (or unused Revolving Credit Commitments) under this Agreement (which for purposes of this clause (b) will be deemed to include any then outstanding Other Revolving Loans and Other Revolving Commitments)Agreement, in the form of (ix) Other Refinancing Term Loans or Other Refinancing Term Loan Commitments or (iiy) Other Refinancing Revolving Credit Loans or Other Refinancing Revolving Credit Commitments, as the case may be, in each case pursuant to a Refinancing Amendment; provided that the Net Proceeds such Refinancing Term Loans, Refinancing Term Loan Commitments, Refinancing Revolving Credit Loans and Refinancing Revolving Credit Commitments: (i) will rank pari passu in right of such Credit Agreement Refinancing Indebtedness shall be applied, substantially concurrently payment and of security with the incurrence thereofother Loans and Commitments hereunder; (ii) will have such pricing, to the premiums and optional prepayment of outstanding Term Loans or reduction of Revolving Commitments being so refinanced, terms as the case may be; provided, further, that the terms and conditions applicable to such Credit Agreement Refinancing Indebtedness may provide for any additional or different financial or other covenants or other provisions that are be agreed between by the Borrower and the Lenders thereof and applicable only during periods after the Latest Maturity Date that is in effect on the date such Credit Agreement Refinancing Indebtedness is issued, incurred or obtained. Each Class of Credit Agreement Refinancing Indebtedness incurred under this Section 2.21 shall be in an aggregate principal amount that is (x) not less than $5,000,000 in the case of Other Term Loans or $5,000,000 in the case of Other Revolving Loans and (y) an integral multiple of $1,000,000 in excess thereof (in each case unless the Borrower and the Administrative Agent otherwise agree). Any Refinancing Amendment may provide for the issuance of Letters of Credit for the account of the Borrower pursuant to any Other Revolving Commitments established thereby, in each case on terms substantially equivalent to the terms applicable to Letters of Credit under the Revolving Commitments. The Administrative Agent shall promptly notify each applicable Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans, Other Revolving Loans, Other Revolving Commitments and/or Other Term Commitments). Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section. In addition, if so provided in the relevant Refinancing Amendment and with the consent of each Issuing Bank, participations in Letters of Credit expiring on or after the Revolving Maturity Date shall be reallocated from Lenders holding Revolving Commitments to Lenders holding extended revolving commitments in accordance with the terms of such Refinancing Amendment; provided, however, that such participation interests shall, upon receipt thereof by the relevant Lenders holding Revolving Commitments, be deemed to be participation interests in respect of such Revolving Commitments and the terms of such participation interests (including, without limitation, the commission applicable thereto) shall be adjusted accordingly. (b) Notwithstanding anything to the contrary, this Section 2.21 shall supersede any provisions in Section 2.18 or Section 9.02 to the contrary.thereof;

Refinancing Amendments. (a) At any time after the Effective Date, the Borrower may obtain, from any Lender or any Additional Lender, obtain Credit Agreement Refinancing Indebtedness from any Lenders or, with the consent of the Administrative Agent (and, solely with respect to any Refinancing Amendment establishing any Revolving Commitments, the Swingline Lender and each Issuing Bank), any Additional Lenders in respect of (ai) all or any portion of any Class of the Term Loans then outstanding under this Agreement (which for purposes of this clause (a) will be deemed to include any then outstanding Other Term Loans) or (bii) all or any portion of the Revolving Loans (or unused Revolving Commitments) under this Agreement (which for purposes of this clause (b) will be deemed to include any then outstanding Other Revolving Loans and Other Revolving Commitments)Agreement, in the form of (i1) Other Term Loans or Other Term Loan Commitments or (ii2) Other Revolving Loans or Other Revolving Commitments, as the case may be, in each case pursuant to a Refinancing Amendment; provided that such Other Term Loans, Other Term Loan Commitments, Other Revolving Loans and Other Revolving Commitments: (A) will rank pari passu in right of payment and of security with the Net Proceeds other Loans and Commitments hereunder, (B) will have such pricing, premiums and optional prepayment terms as may be agreed by the Borrower and the Lenders thereof; provided that, with respect to any Other Term Loans or Other Term Commitments, or any Other Revolving Loans or Other Revolving Commitments, that do not replace the existing Term Loans or existing Revolving Loans or Revolving Commitments, as applicable, in their entirety, if the All-In Yield of such Credit Agreement Refinancing Indebtedness exceeds the All-In Yield applicable to the existing Term Loans or Revolving Loans or Revolving Commitments by more than 0.50%, then the interest rate margins for the Term Loans or Revolving Loans or Revolving Commitments shall be increased to the extent necessary so that the All-In Yield of the Term Loans or Revolving Loans or Revolving Commitments is equal to the All-In Yield of such term loans incurred pursuant to such Credit Agreement Refinancing Indebtedness minus 0.50%, (C) (x) with respect to any Other Revolving Loans or Other Revolving Commitments, will have a maturity date that is not prior to the Latest Maturity Date of Revolving Loans (or unused Revolving Commitments) being refinanced, and (y) with respect to any Other Term Loans or Other Term Loan Commitments, will have a maturity date that is not prior to the Latest Maturity Date of, and will have a Weighted Average Life to Maturity that is not shorter than, the Term Loans being refinanced, (D) subject to clause (B) above, will have terms and conditions that reflect market terms and conditions at the time of incurrence and issuance; provided, however, that, to the extent such terms and documentation are not substantially identical to the Credit Agreement Refinancing Indebtedness being refinanced, (x) such terms shall be less favorable to the providers of such Credit Agreement Refinancing Indebtedness than those applicable to the Indebtedness being refinanced, except, in each case, for financial or other covenants or other provisions contained in such Indebtedness that are applicable only after the then Latest Maturity Date for all Obligations, and (y) such documentation shall be reasonably acceptable to the Administrative Agent, (E) shall not be secured by any property or assets of the Borrower or any of its Subsidiaries other than the Collateral, (F) no Person shall guarantee such Indebtedness unless it is a Guarantor (or becomes a Guarantor substantially concurrently with the incurrence of such Indebtedness or the issuance of such guarantee); provided that, if, at any time, such Person ceases to be a Guarantor, it shall not guarantee such Indebtedness, and (G) will be offered first, on a pro rata basis, to the Lenders of the Indebtedness 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 4.02 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Effective Date under Section 4.01. Each Class of Credit Agreement Refinancing Indebtedness incurred under this Section 2.22 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. (c) The proceeds of such Credit Agreement Refinancing Indebtedness shall be applied, substantially concurrently with the incurrence thereof, to the pro rata prepayment of outstanding Term Loans or reduction of Revolving Commitments being so refinancedrefinanced (and repayment of Revolving Loans outstanding thereunder), as the case may be; provided, further, that the terms and conditions applicable to such Credit Agreement Refinancing Indebtedness may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrower and the Lenders thereof and applicable only during periods after the Latest Maturity Date that is in effect on the date such Credit Agreement Refinancing Indebtedness is issued, incurred or obtained. Each Class of Credit Agreement Refinancing Indebtedness incurred under this Section 2.21 shall be in an aggregate principal amount that is (x) not less than $5,000,000 in the case of Other Term Loans or $5,000,000 in the case of Other Revolving Loans and (y) an integral multiple of $1,000,000 in excess thereof (in each case unless the Borrower and the Administrative Agent otherwise agree)applicable. Any Refinancing Amendment may provide for the issuance of Letters of Credit for the account of the Borrower Borrower, pursuant to any Other Revolving Commitments established thereby, in each case on terms substantially equivalent to the terms applicable to Letters of Credit under the Revolving Commitments. , but subject to the approval of the Issuing Bank. (d) The Administrative Agent shall promptly notify each applicable Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans, Other Revolving Loans, Other Revolving Commitments and/or Other Term Commitments)) and to treat any such Other Term Loans or Other Term Commitments as Term Loans or Term Commitments and to treat such Other Revolving Loans or Other Revolving Commitments as Revolving Loans or Revolving Commitments. Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this SectionSection 2.22. In addition, if so provided in the relevant Refinancing Amendment and with the consent of each the Issuing Bank, participations in Letters of Credit expiring on or after the Revolving Maturity Date shall be reallocated from Lenders holding Revolving Commitments to Lenders holding extended revolving commitments Revolving Commitments in accordance with the terms of such Refinancing Amendment; provided, however, that such participation interests shall, upon receipt reallocation thereof by to the relevant Lenders holding Revolving Commitments, be deemed to be participation interests participations in respect of such Revolving Commitments Letters of Credit and the terms of such participation interests participations (including, without limitation, the commission fees applicable thereto) shall be adjusted accordingly. (be) Notwithstanding anything to the contrary, this This Section 2.21 2.22 shall supersede any provisions in Section 2.18 2.13 or Section 9.02 to the contrary.

Refinancing Amendments. (a) At any time On one or more occasions after the Effective Closing Date, the Borrower may obtain, from any Lender or any other bank, financial institution or other institutional lender or investor that agrees to provide any portion of any Refinancing Term Loans or Other Revolving Credit Commitments pursuant to a Refinancing Amendment in accordance with this Section 2.14 (each, an “Additional Refinancing Lender”) (provided that (i) solely with respect to the Refinancing Term Loans and Other Revolving Credit Commitments, the Administrative Agent and each L/C Issuer, if applicable, shall have consented (not to be unreasonably withheld, delayed or conditioned) to such Lender’s or Additional Refinancing Lender’s providing such Refinancing Term Loans or Other Revolving Credit Commitments, as applicable, to the extent such consent, if any, would be required under Section 10.07(b) for an assignment of Loans or Working Capital Commitments to such Lender or Additional Refinancing Lender, (ii) with respect to Refinancing Term Loans, any Affiliated Lender providing any Refinancing Term Loans shall be subject to the same restrictions set forth in Section 10.07(l) as they would otherwise be subject to with respect to any purchase by, or assignment to, such Affiliated Lender of Term Loans and (iii) none of the Borrower, any Subsidiary of Borrower or any Affiliated Lenders may provide Other Revolving Credit Commitments), Credit Agreement Refinancing Indebtedness in respect of (a) all or any portion of any Class Class, as selected by the Borrower in its sole discretion, of Term Loans or Revolving Credit Loan (or unused Revolving Credit Commitments) then outstanding under this Agreement (which for purposes of this clause (a) will be deemed to include any then outstanding Other Term Loans) or (b) all or any portion of the Revolving Loans (or unused Revolving Commitments) under this Agreement (which for purposes of this clause (b) will be deemed to include any then outstanding Other Revolving Loans and Other Revolving Commitments)Agreement, in the form of (i) Other Refinancing Term Loans or Other Loans, Refinancing Term Commitments or (ii) Commitments, Other Revolving Loans Credit Commitments or Other Revolving Commitments, as the case may be, in each case Credit Loans pursuant to a Refinancing Amendment; provided that the Net Proceeds . (b) The effectiveness of such Credit Agreement any Refinancing Indebtedness Amendment shall be applied, substantially concurrently with subject to the incurrence thereofsatisfaction on the date thereof of each of the conditions set forth in Section 2.13(e)(iii) and, to the prepayment extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of outstanding Term Loans or reduction of Revolving Commitments being so refinanced(i) customary legal opinions, as board resolutions and officers’ certificates consistent with those delivered on the case may be; provided, further, that the terms and conditions applicable Closing Date other than changes to such Credit Agreement Refinancing Indebtedness legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may provide for any additional or different financial or other covenants or other provisions be reasonably requested by the Administrative Agent in order to ensure that are agreed between the Borrower and the Lenders thereof and applicable only during periods after the Latest Maturity Date that is in effect on the date such Credit Agreement Refinancing Indebtedness is issued, incurred or obtained. provided with the benefit of the applicable Loan Documents. (c) Each Class issuance of Credit Agreement Refinancing Indebtedness incurred under this Section 2.21 2.14(a) shall be in an aggregate principal amount that is (x) not less than $5,000,000 in the case of Other Term Loans or $5,000,000 in the case of Other Revolving Loans 17,500,000 and (y) an integral multiple of $1,000,000 500,000 in excess thereof thereof. (in each case unless the Borrower and the Administrative Agent otherwise agree). Any Refinancing Amendment may provide for the issuance of Letters of Credit for the account of the Borrower pursuant to any Other Revolving Commitments established thereby, in each case on terms substantially equivalent to the terms applicable to Letters of Credit under the Revolving Commitments. The Administrative Agent shall promptly notify each applicable Lender as to the effectiveness of each Refinancing Amendment. d) Each of the parties hereto hereby agrees that, upon that this Agreement and the effectiveness of any other Loan Documents may be amended pursuant to a Refinancing Amendment, this Agreement shall be deemed amended without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto thereto, and (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans, Other Revolving Loans, Other Revolving Commitments and/or Other Term Commitments). Any Refinancing Amendment may, without the consent of any other Lenders, 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 and the Borrower, to effect the provisions of this Section. In additionSection 2.14, if so provided in and the relevant Refinancing Amendment and with Required Lenders hereby expressly authorize the consent of each Issuing Bank, participations in Letters of Credit expiring on or after the Revolving Maturity Date shall be reallocated from Lenders holding Revolving Commitments Administrative Agent to Lenders holding extended revolving commitments in accordance with the terms of enter into any such Refinancing Amendment; provided, however, that such participation interests shall, upon receipt thereof by the relevant Lenders holding Revolving Commitments, be deemed to be participation interests in respect of such Revolving Commitments and the terms of such participation interests (including, without limitation, the commission applicable thereto) shall be adjusted accordingly. (be) Notwithstanding anything to the contrary, this This Section 2.21 2.14 shall supersede any provisions in Section 2.18 2.12 or Section 9.02 10.01 to the contrary.

Refinancing Amendments. (a) At any time after the Effective Closing Date, the Borrower may obtain, from any Lender Lenders or any Additional Lenders (provided, that the Administrative Agent (and, solely with respect to any Refinancing Amendment establishing any Revolving Credit Commitments, each Letter of Credit Issuer) shall have consented to such Additional Lender’s providing any Refinancing Commitments to the extent such consent would be required under Section 13.6(b) for an assignment of Loans or Commitments, as applicable, to such Additional Lender; provided, further, that any Lender offered or approached to provide all or a portion of the Refinancing Commitments may elect or decline, in its sole discretion, to provide a Refinancing Commitment), Credit Agreement Refinancing Indebtedness in respect of (a) all or any portion of any Class of the Term Loans then outstanding under this Agreement (which for purposes of this clause (a) will be deemed to include any then outstanding Other Term Loans) or (b) all or any portion of the Revolving Credit Loans (or unused Revolving Credit Commitments) under this Agreement (which for purposes of this clause (b) will be deemed to include any then outstanding Other Revolving Loans and Other Revolving Commitments)Agreement, in the form of (ix) Other Refinancing Term Loans or Other Refinancing Term Loan Commitments or (iiy) Other Refinancing Revolving Credit Loans or Other Refinancing Revolving Credit Commitments, as the case may be, in each case pursuant to a Refinancing Amendment; provided that the Net Proceeds such Refinancing Term Loans, Refinancing Term Loan Commitments, Refinancing Revolving Credit Loans and Refinancing Revolving Credit Commitments: (i) will rank pari passu in right of such Credit Agreement Refinancing Indebtedness shall be applied, substantially concurrently payment and of security with the other Loans and Commitments hereunder; (ii) will have such pricing, premiums and optional prepayment terms as may be agreed by the Borrower and the Lenders thereof; (iii) (x) with respect to any Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments, will have a Maturity Date that is not prior to the Maturity Date of Revolving Credit Loans (or unused Revolving Credit Commitments) being refinanced, and (y) with respect to any Refinancing Term Loans or Refinancing Term Loan Commitments, will have a Maturity Date that is not prior to the Maturity Date of, and will have a Weighted Average Life to Maturity that is not shorter than the Term Loans being refinanced; (iv) subject to clause (ii) above, will have terms and conditions that reflect market terms and conditions at the time of incurrence thereofand issuance; provided, that, to the prepayment of outstanding Term Loans or reduction of Revolving Commitments extent such terms and documentation are not substantially identical to the Indebtedness being so refinanced, (x) such terms (taken as a whole) shall be less favorable to the case may be; provided, further, that the terms and conditions providers of such Permitted First Priority Refinancing Debt than those applicable to such Credit Agreement Refinancing the Indebtedness may provide being refinanced, except, in each case, for any additional or different financial or other covenants or other provisions contained in such Indebtedness that are agreed between the Borrower and the Lenders thereof and applicable only during periods after the then Latest Maturity Date that is in effect on the date such Credit Agreement Refinancing Indebtedness is issuedDate, incurred or obtained. Each Class of Credit Agreement Refinancing Indebtedness incurred under this Section 2.21 shall be in an aggregate principal amount that is (x) not less than $5,000,000 in the case of Other Term Loans or $5,000,000 in the case of Other Revolving Loans and (y) an integral multiple of $1,000,000 in excess thereof (in each case unless the Borrower and such documentation shall be reasonably acceptable to the Administrative Agent otherwise agree). Any Refinancing Amendment may provide for Agent; (v) shall not be secured by any property or assets of Holdings and its Subsidiaries other than the issuance of Letters of Credit for the account of the Borrower pursuant to any Other Revolving Commitments established thereby, in each case on terms Collateral; and (vi) no Person shall guarantee such Indebtedness unless it is a Guarantor (or becomes a Guarantor substantially equivalent to the terms applicable to Letters of Credit under the Revolving Commitments. The Administrative Agent shall promptly notify each applicable Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans, Other Revolving Loans, Other Revolving Commitments and/or Other Term Commitments). Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section. In addition, if so provided in the relevant Refinancing Amendment and concurrently with the consent of each Issuing Bank, participations in Letters of Credit expiring on or after the Revolving Maturity Date shall be reallocated from Lenders holding Revolving Commitments to Lenders holding extended revolving commitments in accordance with the terms incurrence of such Refinancing Amendment; provided, however, that such participation interests shall, upon receipt thereof by Indebtedness or the relevant Lenders holding Revolving Commitments, be deemed to be participation interests in respect of such Revolving Commitments and the terms of such participation interests (including, without limitation, the commission applicable thereto) shall be adjusted accordingly. (b) Notwithstanding anything to the contrary, this Section 2.21 shall supersede any provisions in Section 2.18 or Section 9.02 to the contrary.issuance

Refinancing Amendments. (a) At The Borrower may, at any time or from time to time after the Effective Closing Date, by notice to the Borrower may obtainAdministrative Agent (a “Refinancing Loan Request”), from any Lender request (A) (i) the establishment of one or any Additional Lender, Credit Agreement Refinancing Indebtedness in respect more new Classes of (a) all or any portion of any Class of Term Loans then outstanding term loans under this Agreement (which for purposes of this clause (a) will be deemed to include any then outstanding Other such new Class, “New Refinancing Term LoansCommitments”) or (bii) all increases to one or any portion more existing Classes of the Revolving Loans (or unused Revolving Commitments) term loans under this Agreement (which for purposes of this clause (b) will be deemed any such increase to include any then outstanding Other Revolving Loans and Other Revolving an existing Class, collectively with New Refinancing Term Commitments, “Refinancing Term Commitments”), in the form of or (B) (i) Other Term Loans or Other Term Commitments the establishment of a new Class of revolving credit commitments under this Agreement (any such new Class, “New Refinancing Revolving Credit Commitments”) or (ii) Other increases to the existing Class of revolving credit commitments (any such increase to an existing Class, collectively with the New Refinancing Revolving Loans or Other Revolving Credit Commitments, as the case may be“Refinancing Revolving Credit Commitments”, and collectively with any Refinancing Term Commitments, “Refinancing Commitments”), in each case pursuant case, established in exchange for, or to extend, renew, replace, repurchase, retire or refinance, in whole or in part (provided that any New Refinancing Revolving Credit Commitments or Refinancing Revolving Credit Commitments may not be only in part with respect to the existing Class of revolving credit commitments), as selected by the Borrower, any one or more then existing Class or Classes of Loans or Commitments (with respect to a particular Refinancing Amendment; provided that the Net Proceeds of Commitment or Refinancing Loan, such Credit Agreement Refinancing Indebtedness shall be applied, substantially concurrently with the incurrence thereof, to the prepayment of outstanding Term existing Loans or reduction of Revolving Commitments being so refinancedCommitments, as “Refinanced Debt”), whereupon the case may be; provided, further, that the terms and conditions applicable to such Credit Agreement Refinancing Indebtedness may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrower and the Lenders thereof and applicable only during periods after the Latest Maturity Date that is in effect on the date such Credit Agreement Refinancing Indebtedness is issued, incurred or obtained. Each Class of Credit Agreement Refinancing Indebtedness incurred under this Section 2.21 shall be in an aggregate principal amount that is (x) not less than $5,000,000 in the case of Other Term Loans or $5,000,000 in the case of Other Revolving Loans and (y) an integral multiple of $1,000,000 in excess thereof (in each case unless the Borrower and the Administrative Agent otherwise agree). Any Refinancing Amendment may provide for the issuance of Letters of Credit for the account of the Borrower pursuant to any Other Revolving Commitments established thereby, in each case on terms substantially equivalent to the terms applicable to Letters of Credit under the Revolving Commitments. The Administrative Agent shall promptly notify each applicable Lender as to the effectiveness deliver a copy of each Refinancing Amendment. Each such notice to each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans, Other Revolving Loans, Other Revolving Commitments and/or Other Term Commitments). Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section. In addition, if so provided in the relevant Refinancing Amendment and with the consent of each Issuing Bank, participations in Letters of Credit expiring on or after the Revolving Maturity Date shall be reallocated from Lenders holding Revolving Commitments to Lenders holding extended revolving commitments in accordance with the terms of such Refinancing Amendment; provided, however, that such participation interests shall, upon receipt thereof by the relevant Lenders holding Revolving Commitments, be deemed to be participation interests in respect of such Revolving Commitments and the terms of such participation interests (including, without limitation, the commission applicable thereto) shall be adjusted accordingly. (b) Notwithstanding anything to the contrary, this Section 2.21 shall supersede any provisions in Section 2.18 or Section 9.02 to the contrary.

Refinancing Amendments. (a) At any time after the Effective Date, the Parent Borrower may obtain, from any Lender or any Additional Lender, Credit Agreement Refinancing Indebtedness in respect of (a) all or any portion of any Class of Term Loans then outstanding under this Agreement (which for purposes of this clause (a) will be deemed to include any then outstanding Other Term Loans) or (b) all or any portion of the Revolving Loans (or unused Revolving Commitments) under this Agreement (which for purposes of this clause (b) will be deemed to include any then outstanding Other Revolving Loans and Other Revolving Commitments), in the form of (ix) Other Term Loans or Other Term Commitments or (iiy) Other Revolving Loans or Other Revolving Commitments, as the case may be, in each case pursuant to a Refinancing Amendment; provided that the Net Proceeds of such Credit Agreement Refinancing Indebtedness shall be applied, substantially concurrently with the incurrence thereof, to the prepayment of outstanding Term Loans or reduction of Revolving Commitments being so refinanced, as the case may be; provided, further, 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 Borrowers and the Lenders thereof and applicable only during periods after the Latest Maturity Date that is in effect on the date such Credit Agreement Refinancing Indebtedness is issued, incurred or obtained; provided further that the consent of the Issuing Banks shall be required to the extent such consent would be required for an assignment pursuant to Section 9.04 (such consent not to be unreasonably withheld). Each Class of Credit Agreement Refinancing Indebtedness incurred under this Section 2.21 shall be in an aggregate principal amount that is (x) not less than $5,000,000 in the case of Other Term Loans or $5,000,000 in the case of Other Revolving Loans and (y) an integral multiple of $1,000,000 in excess thereof (in each case unless the Borrower and the Administrative Agent otherwise agree). Any Refinancing Amendment may provide for the issuance of Letters of Credit for the account of the Borrower pursuant to any Other Revolving Commitments established thereby, in each case on terms substantially equivalent to the terms applicable to Letters of Credit under the Revolving Commitments. The Administrative Agent shall promptly notify each applicable Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans, Other Revolving Loans, Other Revolving Commitments and/or Other Term Commitments). Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section. In addition, if so provided in the relevant Refinancing Amendment and with the consent of each Issuing Bank, participations in Letters of Credit expiring on or after the Revolving Maturity Date shall be reallocated from Lenders holding Revolving Commitments to Lenders holding extended revolving commitments in accordance with the terms of such Refinancing Amendment; provided, however, that such participation interests shall, upon receipt thereof by the relevant Lenders holding Revolving Commitments, be deemed to be participation interests in respect of such Revolving Commitments and the terms of such participation interests (including, without limitation, the commission applicable thereto) shall be adjusted accordingly. (b) Notwithstanding anything to the contrary, this Section 2.21 shall supersede any provisions in Section 2.18 or Section 9.02 to the contrary.this

Refinancing Amendments. (a) At any time after the Effective Dateand from time to time, the Borrower may obtain, from any Lender or any Additional Lender, Credit Agreement Refinancing Indebtedness in respect of (a) all or any portion of any Class of the Term Loans then outstanding under this Agreement (which for purposes of this clause (a) will be deemed to include any then outstanding Other Term Loans) or (b) all or any portion of the Revolving Loans (or unused Revolving Commitments) under this Agreement (which for purposes of this clause (b) will be deemed to include any then outstanding Other Revolving Loans and Other Revolving Commitments), in the form of (i) Other Term Loans or Other Term Commitments or (ii) Other Revolving Loans or Other Revolving Commitments, as the case may beAgreement, in each case case, pursuant to a Refinancing Amendment, which Credit Agreement Refinancing Indebtedness may, at the election of the Borrower, take the form of new Term Loans under an additional Term Facility hereunder (“Other Term Loans”); provided that there shall be no obligors in respect of any 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 Net Proceeds of 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 applied, substantially concurrently with subject to the incurrence thereofright of any applicable Lender to decline mandatory prepayments (if any), to the prepayment of outstanding non-refinanced Term Loans or reduction of Revolving Commitments being so refinanced, as the case may be; provided, further, that the terms and conditions applicable to such Credit Agreement Refinancing Indebtedness may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrower and the Lenders thereof and applicable only during periods after the Latest Maturity Date that is in effect on the date such Credit Agreement Refinancing Indebtedness is issued, incurred or obtained. Each Class of Credit Agreement Refinancing Indebtedness incurred under this Section 2.21 shall be in an aggregate principal amount that is (x) not less than $5,000,000 in the case of Other Term Loans or $5,000,000 in the case of Other Revolving Loans and (y) an integral multiple of $1,000,000 in excess thereof (in each case unless the Borrower and the Administrative Agent otherwise agree). Any Refinancing Amendment may provide for the issuance of Letters of Credit for the account of the Borrower pursuant to any Other Revolving Commitments established thereby, in each case on terms substantially equivalent to the terms applicable to Letters of Credit under the Revolving Commitments. The Administrative Agent shall promptly notify each applicable Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans, Other Revolving Loans, Other Revolving Commitments and/or Other Term Commitments). Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section. In addition, if so provided in the relevant Refinancing Amendment and with the consent of each Issuing Bank, participations in Letters of Credit expiring on or after the Revolving Maturity Date shall be reallocated from Lenders holding Revolving Commitments to Lenders holding extended revolving commitments in accordance with the terms of such Refinancing Amendment; provided, however, that such participation interests shall, upon receipt thereof by the relevant Lenders holding Revolving Commitments, be deemed to be participation interests in respect of such Revolving Commitments and the terms of such participation interests (including, without limitation, the commission applicable thereto) shall be adjusted accordingly. (b) Notwithstanding anything to the contrary, this Section 2.21 shall supersede any provisions in Section 2.18 or Section 9.02 to the contrary.Class being

Refinancing Amendments. (a) At any time On one or more occasions after the Effective Closing Date, the Borrower may obtain, from any Lender or any other bank, financial institution or other institutional lender or investor that agrees to provide any portion of any Refinancing Term Loans or Other Revolving Credit Commitments pursuant to a Refinancing Amendment in accordance with this Section 2.14 (each, an “Additional Refinancing Lender”) (provided that (i) solely with respect to the Refinancing Term Loans and Other Revolving Credit Commitments, the Administrative Agent and each L/C Issuer, if applicable, shall have consented (not to be unreasonably withheld, delayed or conditioned) to such Lender’s or Additional Refinancing Lender’s providing such Refinancing Term Loans or Other Revolving Credit Commitments, as applicable, to the extent such consent, if any, would be required under Section 10.07(b) for an assignment of Loans or Working Capital Commitments to such Lender or Additional Refinancing Lender, (ii) with respect to Refinancing Term Loans, any Affiliated Lender providing any Refinancing Term Loans shall be subject to the same restrictions set forth in Section 10.07(l) as they would otherwise be subject to with respect to any purchase by, or assignment to, such Affiliated Lender of Term Loans and (iii) none of the Borrower, any Subsidiary of Borrower or any Affiliated Lenders may provide Other Revolving Credit Commitments), Credit Agreement Refinancing Indebtedness in respect of (a) all or any portion of any Class Class, as selected by the Borrower in its sole discretion, of Term Loans or Revolving Credit Loan (or unused Revolving Credit Commitments) then outstanding under this Agreement (which for purposes of this clause (a) will be deemed to include any then outstanding Other Term Loans) or (b) all or any portion of the Revolving Loans (or unused Revolving Commitments) under this Agreement (which for purposes of this clause (b) will be deemed to include any then outstanding Other Revolving Loans and Other Revolving Commitments)Agreement, in the form of (i) Other Refinancing Term Loans or Other Loans, Refinancing Term Commitments or (ii) Commitments, Other Revolving Loans Credit Commitments or Other Revolving Commitments, as the case may be, in each case Credit Loans pursuant to a Refinancing Amendment; provided that the Net Proceeds . (b) The effectiveness of such Credit Agreement any Refinancing Indebtedness Amendment shall be applied, substantially concurrently with subject to the incurrence thereofsatisfaction on the date thereof of each of the conditions set forth in Section 2.13(e)(iii) and, to the prepayment extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of outstanding Term Loans or reduction of Revolving Commitments being so refinanced(i) customary legal opinions, as board resolutions and officers’ certificates consistent with those delivered on the case may be; provided, further, that the terms and conditions applicable Closing Date other than changes to such Credit Agreement Refinancing Indebtedness may provide for any additional legal opinion resulting from a change in law, change in fact or different financial or other covenants or other provisions that are agreed between change to counsel’s form of opinion reasonably satisfactory to the Borrower Administrative Agent and the Lenders thereof and applicable only during periods after the Latest Maturity Date that is in effect on the date such Credit Agreement Refinancing Indebtedness is issued, incurred or obtained. (ii) reaffirmation 37 KE 73718588.20 US-DOCS\142539518.2141222994.8 (c) Each Class issuance of Credit Agreement Refinancing Indebtedness incurred under this Section 2.21 2.14(a) shall be in an aggregate principal amount that is (x) not less than $5,000,000 in the case of Other Term Loans or $5,000,000 in the case of Other Revolving Loans 17,500,000 and (y) an integral multiple of $1,000,000 500,000 in excess thereof thereof. (in each case unless the Borrower and the Administrative Agent otherwise agree). Any Refinancing Amendment may provide for the issuance of Letters of Credit for the account of the Borrower pursuant to any Other Revolving Commitments established thereby, in each case on terms substantially equivalent to the terms applicable to Letters of Credit under the Revolving Commitments. The Administrative Agent shall promptly notify each applicable Lender as to the effectiveness of each Refinancing Amendment. d) Each of the parties hereto hereby agrees that, upon that this Agreement and the effectiveness of any other Loan Documents may be amended pursuant to a Refinancing Amendment, this Agreement shall be deemed amended without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto thereto, and (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans, Other Revolving Loans, Other Revolving Commitments and/or Other Term Commitments). Any Refinancing Amendment may, without the consent of any other Lenders, 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 and the Borrower, to effect the provisions of this Section. In additionSection 2.14, if so provided in and the relevant Refinancing Amendment and with Required Lenders hereby expressly authorize the consent of each Issuing Bank, participations in Letters of Credit expiring on or after the Revolving Maturity Date shall be reallocated from Lenders holding Revolving Commitments Administrative Agent to Lenders holding extended revolving commitments in accordance with the terms of enter into any such Refinancing Amendment; provided, however, that such participation interests shall, upon receipt thereof by the relevant Lenders holding Revolving Commitments, be deemed to be participation interests in respect of such Revolving Commitments and the terms of such participation interests (including, without limitation, the commission applicable thereto) shall be adjusted accordingly. (be) Notwithstanding anything to the contrary, this This Section 2.21 2.14 shall supersede any provisions in Section 2.18 2.12 or Section 9.02 10.01 to the contrary.

Refinancing Amendments. (a) At any time after the Effective Date, the a. Borrower may obtain, from any Lender or any other bank, financial institution or other institutional lender or investor that agrees to provide any portion of Refinancing Term Loans, Refinancing Term Commitments, Refinancing Revolving Loans or Refinancing Revolving Commitments pursuant to a Refinancing Amendment in accordance with this Section 2.21 (each, an “Additional Refinancing Lender”) (provided that (i) the Administrative Agent, each Swingline Lender and each Issuing Bank shall have consented to such Lender’s or Additional Refinancing Lender’s making such Refinancing Term Loans, Refinancing Revolving Loans or Refinancing Revolving Commitments to the extent such consent, if any, would be required under Section 10.04(b) for an assignment of Term Loans or Revolving Commitments, as applicable, to such Lender or Additional Refinancing Lender, (ii) with respect to Refinancing Term Loans, any Affiliated Lender providing any Refinancing Term Loans shall be subject to the same restrictions set forth in Section 10.04(h) as they would otherwise be subject to with respect to any purchase by or assignment to such Affiliated Lender of Term Loans, and (iii) Affiliated Lenders may not provide Refinancing Revolving Commitments), Credit Agreement Refinancing Indebtedness in respect of (a) all or any portion of any Class of Term Loans or Revolving Loans (or unused Revolving Commitments) then outstanding under this Agreement (which for purposes of this clause (a) will be deemed to include any then outstanding Other Refinancing Term Loans) or (b) all or any portion of the , Refinancing Revolving Loans (or unused Incremental Term Loans and/or 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 CommitmentsLoans), in the form of (i) Other Refinancing Term Loans or Other Loans, Refinancing Term Commitments or (ii) Other Revolving Loans or Other Commitments, Refinancing Revolving Commitments, as the case may beor Refinancing Revolving Loans, in each case case, pursuant to a Refinancing Amendment; provided that notwithstanding anything to the Net Proceeds contrary in this Section 2.21 or otherwise, (1) the borrowing and repayment (except for (A) payments of such Credit Agreement interest and fees at different rates on Refinancing Indebtedness Revolving Commitments (and related outstandings), (B) repayments required upon the maturity date of the Refinancing Revolving Commitments and (C) repayment made in connection with a permanent repayment and termination of commitments (subject to clause (3) below)) of Loans with respect to Refinancing Revolving Commitments after the date of obtaining any Refinancing Revolving Commitments shall be appliedmade on a pro rata basis with all Refinancing Revolving Commitments, substantially concurrently (2) subject to the provisions of Section 2.17(e) and Section 2.18(n) to the extent dealing with Swingline Loans and Letters of Credit which mature or expire after a maturity date when there exist Refinancing Revolving Commitments with a longer maturity date, all Swingline Loans and Letters of Credit shall be participated on a pro rata basis by all Lenders with Commitments in accordance with their percentage of the incurrence thereofRevolving Commitments (and except as provided in Section 2.17(e) and Section 2.18(n), without giving effect to changes thereto on an earlier maturity date with respect to Swingline Loans and Letters of Credit theretofore incurred or issued), (3) the permanent repayment of Revolving Loans with respect to, and termination of, Refinancing Revolving Commitments after the date of obtaining any Refinancing Revolving Commitments shall be made on a pro rata basis with all Refinancing Revolving Commitments, except that Borrower shall be permitted to permanently repay and terminate commitments of any such Class on a better than a pro rata basis as compared to any other Class with a later maturity date than such Class and (4) assignments and participations of Refinancing Revolving Commitments and Refinancing Revolving Loans shall be governed by the same assignment and participation provisions applicable to Revolving Commitments and Revolving 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 4.02 and, to the prepayment extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of outstanding Term Loans or reduction of Revolving Commitments being so refinanced(i) customary legal opinions, as the case may be; provided, further, that the terms board resolutions and conditions applicable to such Credit Agreement Refinancing Indebtedness may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrower and the Lenders thereof and applicable only during periods after the Latest Maturity Date that is in effect officers’ certificates substantially consistent with those delivered on the date Closing Date 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 Indebtedness is issued, incurred or obtained. provided with the benefit of the applicable Loan Documents. c. Each Class of Credit Agreement Refinancing Indebtedness incurred under this Section 2.21 shall be in an aggregate principal amount that is not less than (x) not less than $5,000,000 10,000,000 in the case of Other Refinancing Term Loans or $5,000,000 in the case of Other Revolving Loans and (y) an integral multiple of $1,000,000 in excess thereof and (y) $3,000,000 in each the case unless the Borrower of Refinancing Revolving Commitments or Refinancing Revolving Loans and the Administrative Agent otherwise agree)an integral multiple of $1,000,000 in excess thereof. Any Refinancing Amendment may provide for the issuance of Letters of Credit for the account of Borrower, or the provision to Borrower of Swingline Loans, pursuant to any Other Refinancing Revolving Commitments established thereby, in each case on terms substantially equivalent to the terms applicable to Letters of Credit and Swingline Loans under the Class of Revolving Commitments. The Administrative Agent shall promptly notify each applicable Lender as Commitments to be refinanced; provided that terms relating to pricing, fees or premiums may vary to the effectiveness of each extent otherwise permitted by this Section 2.21 and set forth in such Refinancing Amendment. . d. Each of the parties hereto hereby agrees that, upon that this Agreement and the effectiveness of any other Loan Documents may be amended pursuant to a Refinancing Amendment, this Agreement shall be deemed amended without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Refinancing Term Loans, Other Refinancing Revolving Loans, Other Refinancing Revolving Commitments and/or Other Refinancing Term Commitments). Any Refinancing Amendment may, without the consent of any other Lenders, ) 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 and the Borrower, to effect the provisions of this Section. In additionSection 2.21, if so provided in and the relevant Refinancing Amendment and with Required Lenders hereby expressly authorize the consent of each Issuing Bank, participations in Letters of Credit expiring on or after the Revolving Maturity Date shall be reallocated from Lenders holding Revolving Commitments Administrative Agent to Lenders holding extended revolving commitments in accordance with the terms of enter into any such Refinancing Amendment; provided, however, that such participation interests shall, upon receipt thereof by the relevant Lenders holding Revolving Commitments, be deemed to be participation interests in respect of such Revolving Commitments and the terms of such participation interests (including, without limitation, the commission applicable thereto) shall be adjusted accordingly. (b) Notwithstanding anything to the contrary, this e. This Section 2.21 shall supersede any provisions in Section 2.18 2.14 or Section 9.02 10.02 to the contrary; provided that, notwithstanding the foregoing, the provisions of Section 10.02(b)(xiii), (xiv) and (xv) shall continue to inure to the benefit of the Administrative Agent, the Issuing Bank and the Swingline Lender and no provision of any Refinancing Amendment may affect any rights or obligations of the Administrative Agent, the Issuing Bank and the Swingline Lender without the consents that would be required thereby with respect to any amendment, to the rights of the Administrative Agent, the Issuing Bank and the Swingline Lender. No Lender shall be under any obligation to provide any Refinancing Term Commitment or Refinancing Revolving Commitment unless such Lender executes a Refinancing Amendment (which such Lender may decline to execute in its sole discretion).