Common use of Refinancing Facilities Clause in Contracts

Refinancing Facilities. (a) The Borrower may, by written notice to the Agent from time to time, request the establishment hereunder of (i) a new Class of revolving commitments (the “Refinancing Revolving Commitments”) pursuant to which each Person providing such a commitment (a “Refinancing Revolving Lender”), which may include any existing Lender (each of which shall be entitled to agree or decline to participate in its sole discretion), will make revolving loans to the Borrower (“Refinancing Revolving Loans”) and acquire participations in the Letters of Credit and the Swingline Loans and (ii) one or more additional Classes of term loan commitments (the “Refinancing Term Loan Commitments”), pursuant to which each Person providing such a commitment (a “Refinancing Term Lender”) will make term loans to the Borrower (the “Refinancing Term Loans”); provided that (A) each Refinancing Revolving Lender and each Refinancing Term Lender shall be an Eligible Assignee and shall be subject to the approval of the Agent (which approval shall not be unreasonably withheld) and (B) each Refinancing Revolving Lender shall be subject to the approval of each Issuing Bank and the Swingline Lender (which approval shall not be unreasonably withheld), in each case, to the extent such consent, if any, would be required under the definition of “Eligible Assignee” for an assignment of Loans or Commitments, as applicable, to such Refinancing Revolving Lender and such Refinancing Term Lender, as applicable.

Refinancing Facilities. (a) The Borrower may, on one or more occasions, by written notice to the Agent from time Administrative Agent, obtain Refinancing Term Loan Indebtedness or Refinancing Revolving Commitments. Each such notice shall specify the date (each, a “Refinancing Effective Date”) on which the Borrower proposes that such Refinancing Term Loan Indebtedness shall be made or on which such Refinancing Revolving Commitments shall become effective, which shall be a date not less than five Business Days after the date on which such notice is delivered to time, request the establishment hereunder of Administrative Agent; provided that: (i) a new Class no Event of revolving commitments (Default of the “Refinancing Revolving Commitments”) pursuant to which each Person providing such a commitment (a “Refinancing Revolving Lender”type set forth in Section 7.01(a), which may include any existing Lender (each of which shall be entitled to agree or decline to participate in its sole discretionb), will make revolving loans to the Borrower (“Refinancing Revolving Loans”h) or (i) shall have occurred and acquire participations in the Letters of Credit and the Swingline Loans and be continuing; (ii) one or more additional Classes substantially concurrently with the incurrence of term loan commitments (the “any Refinancing Term Loan Commitments”)Indebtedness, pursuant to which each Person providing such a commitment the Borrower shall repay or prepay then outstanding Term Borrowings of the applicable Class (a “Refinancing Term Lender”together with any accrued but unpaid interest thereon and any prepayment premium with respect thereto) will make term loans in an aggregate principal amount equal to the Borrower (the “Refinancing Term Loans”); provided that (A) each Refinancing Revolving Lender and each Refinancing Term Lender shall be an Eligible Assignee and shall be subject to the approval Net Proceeds of the Agent (which approval shall not be unreasonably withheld) and (B) each Refinancing Revolving Lender shall be subject to the approval of each Issuing Bank and the Swingline Lender (which approval shall not be unreasonably withheld), in each case, to the extent such consent, if any, would be required under the definition of “Eligible Assignee” for an assignment of Loans or Commitments, as applicable, to such Refinancing Revolving Lender and such Refinancing Term LenderLoan Indebtedness, as applicable.and any such prepayment of Term Borrowings of such Class shall be applied to reduce the subsequent scheduled repayments of Term Borrowings of such Class to be made pursuant to Section 2.09(a) ratably;

Refinancing Facilities. (a) The Borrower may, on one or more occasions after the Closing Date, by written notice to the Administrative Agent from time and with the consent of the Borrower, the applicable Refinancing Lenders and, to timethe extent that the rights, duties or privileges of the Administrative Agent, the Issuing Lenders or the Swingline Lender are affected, the Administrative Agent, the Issuing Lenders or the Swingline Lender, respectively (such consent, in each case, not to be unreasonably withheld or delayed), request the establishment hereunder of one or more additional Classes of (i) a new Class of revolving term loan commitments (the “"Refinancing Revolving Term Loan Commitments”") pursuant to which each Person providing such a commitment (a “"Refinancing Revolving Term Lender”), which may include any existing Lender (each of which shall be entitled to agree or decline to participate in its sole discretion), ") will make revolving term loans to the Borrower (“the "Refinancing Revolving Term Loans”") and acquire participations in the Letters of Credit and the Swingline Loans and (ii) one or more additional Classes of term loan revolving commitments (the “"Refinancing Revolving Commitments;" together with Refinancing Term Loan Commitments”), the "Refinancing Commitments") pursuant to which each Person providing such a commitment (a “"Refinancing Term Revolving Lender”") will make term loans provide revolving commitments to the Borrower (the “Refinancing Term Loans”)Borrower; provided that (A) each Refinancing Revolving Lender and each Refinancing Term Lender shall be an Eligible Assignee and shall otherwise be subject reasonably acceptable to the approval of the Administrative Agent (which approval shall not be unreasonably withheld) and (B) each Refinancing Revolving Lender shall be subject to the approval of each Issuing Bank and the Swingline Lender (which approval shall not be unreasonably withheld), in each case, to the extent such consent, if any, that the Administrative Agent's consent would be required under the definition of “Eligible Assignee” for in connection with an assignment to such Refinancing Lender of Loans a Term Loan or Commitmentsa Revolving Commitment, as applicable, pursuant to such Refinancing Revolving Lender and such Refinancing Term Lender, as applicableSection 9.04.

Refinancing Facilities. (a) 2.21.1 The Borrower Company may, on one or more occasions after the Seventh Amendment Effective Date, by written notice to the Agent from time to timeAdministrative Agent, request the establishment hereunder of (i) a new Class of revolving commitments (the “Refinancing gRefinancing Revolving Commitments”Commitments”h) pursuant to which each Person providing such a commitment (a “Refinancing gRefinancing Revolving Lender”), which may include any existing Lender (each of which shall be entitled to agree or decline to participate in its sole discretion), Lender”h) will make revolving loans to the Borrower Borrowers (“Refinancing gRefinancing Revolving Loans”Loans”h) and acquire participations in the Letters of Credit and the Swingline Loans and (ii) one or more additional Classes of term loan commitments (the “Refinancing gRefinancing Term Loan Commitments”), Commitments”h) pursuant to which each Person providing such a commitment (a “Refinancing gRefinancing Term Lender”Lender”h) will make term loans to the Borrower Company (the “Refinancing gRefinancing Term Loans”Loans”h); provided that (A) each Refinancing Revolving Lender and each Refinancing Term Lender shall be (a) a Lender, (b) an Eligible Assignee and shall be subject to the approval Affiliate of the Agent a Lender, (which approval shall not be unreasonably withheldc) an Approved Fund, (d) any bank and (Be) each Refinancing Revolving Lender shall be subject to any other financial institution or investment fund engaged in the approval ordinary course of each Issuing Bank and the Swingline Lender (which approval shall not be unreasonably withheld)its business in making or investing in commercial loans or debt securities, other than, in each case, an Ineligible Person or Disqualified Lender, and, if not already a Lender, shall otherwise be reasonably acceptable to the extent such consent, if any, would be required under the definition of “Eligible Assignee” for an assignment of Loans or Commitments, as applicable, to such Refinancing Revolving Lender and such Refinancing Term Lender, as applicable.Administrative Agent and

Refinancing Facilities. (a) The Borrower Company may, on one or more occasions after the Refinancing Date, by written notice to the Agent from time to timeAdministrative Agent, request the establishment hereunder of (i) a new Class of revolving commitments (the “"Refinancing Revolving Commitments”") pursuant to which each Person providing such a commitment (a “"Refinancing Revolving Lender”), which may include any existing Lender (each of which shall be entitled to agree or decline to participate in its sole discretion), ") will make revolving loans to the Borrower Borrowers (“"Refinancing Revolving Loans”") and acquire participations in the Letters of Credit and the Swingline Loans and (ii) one or more additional Classes of term loan commitments (the “"Refinancing Term Loan Commitments”), ") pursuant to which each Person providing such a commitment (a “"Refinancing Term Lender”") will make term loans to the Borrower Company (the “"Refinancing Term Loans”"); provided that (A) each Refinancing Revolving Lender and each Refinancing Term Loan Lender shall be an Eligible Assignee and and, if not already a Lender, shall otherwise be subject reasonably acceptable to the approval of the Administrative Agent (which approval shall not be unreasonably withheld) and (B) each Refinancing Revolving Lender shall be subject to the approval of approved by each Issuing Bank and the Swingline Lender (which approval shall such approvals not to be unreasonably withheld), in each case, to the extent such consent, if any, would be required under the definition of “Eligible Assignee” for an assignment of Loans or Commitments, as applicable, to such Refinancing Revolving Lender and such Refinancing Term Lender, as applicable.

Refinancing Facilities. (a) The Borrower Representative may, on one or more occasions after the Restatement Effective Date, by written notice to the Agent from time to timeAdministrative Agent, request the establishment hereunder of (i) a new Class Facility of revolving commitments (the “Refinancing Revolving Commitments”) pursuant to which each Person providing such a commitment (a “Refinancing Revolving Lender”), which may include any existing Lender (each of which shall be entitled to agree or decline to participate in its sole discretion), ) will make revolving loans to the Borrower Borrowers (“Refinancing Revolving Loans”) and acquire participations in the Letters of Credit and the Swingline Loans and (ii) one or more additional Classes classes of term loan commitments (the “Refinancing Term Loan Commitments”), ) pursuant to which each Person providing such a commitment (a “Refinancing Term Lender”) will make term loans to the applicable Borrower (the “Refinancing Term Loans”); provided that (A) each Refinancing Revolving Lender and each Refinancing Term Lender shall be an Eligible Assignee and and, if not already a Lender, shall otherwise be subject reasonably acceptable to the approval of Administrative Agent and the Agent (which approval shall not be unreasonably withheld) Borrower Representative and (B) each Refinancing Revolving Lender shall be subject to the approval of approved by each Issuing Bank Lender and the Swingline Lender (which approval shall such approvals not to be unreasonably withheldwithheld or delayed), in each case, to the extent such consent, if any, would be required under the definition of “Eligible Assignee” for an assignment of Loans or Commitments, as applicable, to such Refinancing Revolving Lender and such Refinancing Term Lender, as applicable.

Refinancing Facilities. (a) The Borrower may, on one or more occasions, by written notice to the Agent from time to timeAdministrative Agent, request the establishment hereunder of (i) a new Class one or more additional Classes of revolving commitments (the “Refinancing Revolving Commitments”) pursuant to which each Person providing such a commitment (a “Refinancing Revolving Lender”), which may include any existing Lender (each of which shall be entitled to agree or decline to participate in its sole discretion), ) will make revolving loans to the Borrower (“Refinancing Revolving Loans”) and and, if applicable under such Class, acquire participations in the Letters of Credit and all the Swingline Loans and then existing Revolving Commitments will be refinanced in full or (ii) one or more additional Classes of term loan commitments (the “Refinancing Term Loan Commitments”), ) pursuant to which each Person providing such a commitment (a “Refinancing Term Lender”) will make term loans to the Borrower (the “Refinancing Term Loans”); provided that . Each such notice shall specify (A) each the date on which the Borrower proposes that the Refinancing Revolving Commitments shall be effective and (B) the amount of the Refinancing Commitments requested to be established (it being agreed that (x) any Lender approached to provide any Refinancing Commitment may elect or decline, in its sole discretion, to provide such Refinancing Commitment and each (y) any Person that the Borrower proposes to be a Refinancing Term Lender shall must be an Eligible Assignee and shall be subject to the and, solely if such approval of the Agent (which approval shall not be unreasonably withheld) and (B) each Refinancing Revolving Lender shall be subject to the approval of each Issuing Bank and the Swingline Lender (which approval shall not be unreasonably withheld), in each case, to the extent such consent, if any, would be required under the definition of “Eligible Assignee” Section 10.6 for an assignment of Loans or Commitments, as applicable, Commitments of the applicable Class to such Refinancing Lender, must be approved by the Administrative Agent and, in the case of any proposed Refinancing Revolving Lender and if such Refinancing Term LenderLender is to acquire participations in the Letters of Credit, as applicableeach Issuing Bank (each such approval not to be unreasonably withheld, conditioned or delayed)).

Refinancing Facilities. (a) The Borrower may, on one or more occasions, by written notice to the Agent from time Administrative Agent, obtain Refinancing Term Loan Indebtedness or Refinancing Revolving Commitments. Each such notice shall specify the date (each, a “Refinancing Effective Date”) on which the Borrower proposes that such Refinancing Term Loan Indebtedness shall be made or on which such Refinancing Revolving Commitments shall become effective, which shall be a date not less than five Business Days after the date on which such notice is delivered to time, request the establishment hereunder of Administrative Agent; provided that: (i) a new Class no Event of revolving commitments Default of the type set forth in Article VII (the “Refinancing Revolving Commitments”) pursuant to which each Person providing such a commitment (a “Refinancing Revolving Lender”a), which may include any existing Lender (each of which shall be entitled to agree or decline to participate in its sole discretionb), will make revolving loans (h) (solely with respect to the Borrower Borrower) or (“Refinancing Revolving Loans”i) (solely with respect to the Borrower) shall have occurred and acquire participations in the Letters of Credit and the Swingline Loans and be continuing; (ii) one or more additional Classes substantially concurrently with the incurrence of term loan commitments (the “any Refinancing Term Loan Commitments”)Indebtedness, pursuant to which each Person providing such a commitment the Borrower shall repay or prepay then outstanding Term Borrowings of the applicable Class (a “Refinancing Term Lender”together with any accrued but unpaid interest thereon and any prepayment premium with respect thereto) will make term loans in an aggregate principal amount equal to the Borrower (the “Refinancing Term Loans”); provided that (A) each Refinancing Revolving Lender and each Refinancing Term Lender shall be an Eligible Assignee and shall be subject to the approval Net Proceeds of the Agent (which approval shall not be unreasonably withheld) and (B) each Refinancing Revolving Lender shall be subject to the approval of each Issuing Bank and the Swingline Lender (which approval shall not be unreasonably withheld), in each case, to the extent such consent, if any, would be required under the definition of “Eligible Assignee” for an assignment of Loans or Commitments, as applicable, to such Refinancing Revolving Lender and such Refinancing Term LenderLoan Indebtedness, as applicable.and any such prepayment of Term Borrowings of such Class shall be applied to reduce the subsequent scheduled repayments of Term Borrowings of such Class to be made pursuant to

Refinancing Facilities. (a) 2.21.1 The Borrower Company may, on one or more occasions after the Seventh Eighth Amendment Effective Date, by written notice to the Agent from time to timeAdministrative Agent, request the establishment hereunder establishment, in the case of clauses (i) and (ii), hereunder, or in the case of clause (iii) under separate documentation, of (i) a new Class of revolving commitments (the “Refinancing Revolving Commitments”) pursuant to which each Person providing such a commitment (a “Refinancing Revolving Lender”), which may include any existing Lender (each of which shall be entitled to agree or decline to participate in its sole discretion), ) will make revolving loans to the Borrower Borrowers (“Refinancing Revolving Loans”) and acquire participations in the Letters of Credit and the Swingline Loans and and, (ii) one or more additional Classes of term loan commitments (the “Refinancing Term Loan Commitments”), ) pursuant to which each Person providing such a commitment (a “Refinancing Term Lender”) will make term loans to the Borrower Company (the “Refinancing Term Loans”); provided that with respect to the foregoing clauses (i) and (ii) (A) each Refinancing Revolving Lender and each Refinancing Term Lender shall be (a) a Lender, (b) an Eligible Assignee Affiliate of a Lender, (c) an Approved Fund, (d) any bank and (e) any other financial institution or investment fund engaged in the ordinary course of its business in making or investing in commercial loans or debt securities, other than, in each case, an Ineligible Person or Disqualified Lender, and, if not already a Lender, shall otherwise be subject reasonably acceptable to the approval of the Administrative Agent (which approval shall not be unreasonably withheld) and (B) each Refinancing Revolving Lender shall be subject to the approval of approved by each Issuing Bank Issuer and the Swingline Swing Lender (which approval shall such approvals not to be unreasonably withheld, conditioned or delayed) and/or (iii) one or more series of secured loans or notes (each of which may be secured by the Collateral on a junior basis to, or, in the case of secured notes, on a pari passu basis with, the Obligations), or one or more series of unsecured loans or notes (such loans or notes described in clause (iii), collectively, “Refinancing Debt”). 2.21.2 The Refinancing Commitments described in clause (i) or clause (ii) of Section 2.21.1 shall be effected pursuant to one or more Refinancing Facility Agreements executed and delivered by the Borrowers, each Refinancing Lender providing such Refinancing Commitments, the Administrative Agent and, in the case of Refinancing Revolving Commitments, each Issuer and the Swing Lender of the applicable Class; provided that no Refinancing Commitments (including any Refinancing Debt) shall become effective unless (i) the Company shall have certified that (A) no Unmatured Default or Default shall have occurred and be continuing on the date of effectiveness thereof and (B) on the date of effectiveness thereof, the representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct (x) in the case of the representations and warranties qualified as to materiality, in all respects and (y) otherwise, in all material respects, in each casecase on and as of such date, except in the case of any such representation and warranty that specifically relates to an earlier date, in which case such representation and warranty shall be so true and correct on and as of such earlier date, (ii) the Borrowers shall have delivered to the Administrative Agent such legal opinions, board resolutions, secretary’s certificates, officer’s certificates and other documents as shall reasonably be requested by the Administrative Agent in connection with any such transaction, (iii) in the case of any Refinancing Commitments that refinance Revolving Credit Commitments, substantially concurrently with the effectiveness thereof, the Revolving Credit Commitments then in effect of the Class being refinanced shall be terminated in an amount equivalent to the amount of such Refinancing Commitments (without duplication, less the interest, fees, premium and expenses referred to below), and a ratable portion of the Revolving Credit Loans then outstanding under such Class, together with the ratable portion of all interest thereon, and all other amounts accrued for the benefit of the Revolving Lenders of such Class, shall be repaid or paid (it being understood, however, that any Letters of Credit may continue to be outstanding hereunder), and the aggregate amount of such Refinancing Commitments does not exceed the aggregate amount of the Revolving Credit Commitments of the Class so terminated plus, in the case of a Refinancing Term Loan Commitment, the amount of accrued and unpaid interest on such refinancing Revolving Credit Commitments and fees, premium and expenses related to such refinancing, and (iv) in the case of any Refinancing Commitments that refinance Term Loans, substantially concurrently with the effectiveness thereof, the Company shall obtain Refinancing Commitments in respect thereof and shall (A) repay or prepay (which may include, for the avoidance of doubt, a repurchase or assignment by the Company or its Subsidiaries pursuant to the terms of this Agreement) then outstanding Term Loans of one or more Classes in an aggregate principal amount equal to the aggregate amount of such Refinancing Commitments (less the aggregate amount of accrued and unpaid interest with respect to such outstanding Term Loans and any fees, premium and expenses relating to such refinancing) or (B) place in escrow for a period up to 11 months, in a manner reasonably satisfactory to the Administrative Agent, up to such amount of proceeds of such Refinancing Commitment for such purpose. The Company shall determine the amount of such prepayments or refinancing allocated to each Class of outstanding Term Loans or Revolving Credit Commitments, and any such prepayment of Term Loans of any Class shall be applied to reduce the subsequent scheduled repayments of Term Loans of such Class to be made pursuant to Sections 2.2.2, and,2.2.3 or 2.2.7, as applicable, as directed by the Company. 2.21.3 The Refinancing Facility Agreement shall set forth, with respect to the Refinancing Commitments established thereby and the Refinancing Revolving Loans or Refinancing Term Loans issued thereunder and other extensions of credit to be made thereunder , to the extent applicable, the following terms thereof (in the case of clauses (i) through (ix) below, which apply to Refinancing Term Loan Commitments and Refinancing Revolving Commitments), or, in the case of Refinancing Debt, the Company shall deliver a certificate to the Administrative Agent designating the applicable Indebtedness as Refinancing Debt and such consentRefinancing Debt shall comply with the requirements of clause (x) below: (i) the designation of such Refinancing Commitments and Refinancing Loans as a new “Class” for all purposes hereof (provided that with the consent of the Administrative Agent, any Refinancing Commitments and Refinancing Loans may be treated as a single “Class” with any then-outstanding existing Commitments or Loans), (ii) the stated termination and maturity dates applicable to the Refinancing Commitments or Refinancing Loans of such Class, provided that (A) such stated termination and maturity dates shall not be earlier than the Revolving Termination Date of the Class being refinanced (in the case of Refinancing Commitments that refinance Revolving Credit Commitments) or the maturity date applicable to the Class of Term Loans so refinanced (in the case of Refinancing Commitments that refinance Term Loans) (it being understood that in the case of Refinancing Revolving Commitments such stated termination and maturity dates refer to the final maturity and not any contingent springing maturity) and (B) any Refinancing Term Loans shall not have a weighted average life to maturity shorter than the then remaining weighted average life to maturity of the Class of Term Loans so refinanced, or as applicable, the maturity date of the Revolving Credit Commitments being refinanced, (iii) in the case of any Refinancing Term Loans, any amortization applicable thereto and the effect thereon of any prepayment of such Refinancing Term Loans, (iv) the interest rate or rates applicable to the Refinancing Loans of such Class, (v) the fees applicable to the Refinancing Commitments or Refinancing Loans of such Class, (vi) in the case of any Refinancing Term Loans, any original issue discount applicable thereto, (vii) the initial Interest Period or Interest Periods applicable to Refinancing Loans of such Class, (viii) any voluntary or mandatory commitment reduction or prepayment requirements applicable to Refinancing Commitments or Refinancing Loans of such Class (which prepayment requirements, in the case of any Refinancing Term Loans, may provide that such Refinancing Term Loans may participate in any mandatory prepayment on a pro rata basis with any Class of existing Term Loans, but may not provide for prepayment requirements that are more favorable to the Lenders holding such Refinancing Term Loans than to the Lenders holding such Class of Term Loans) and any restrictions on the voluntary or mandatory reductions or prepayments of Refinancing Commitments or Refinancing Loans of such Class,and, (ix) any financial covenant with which the Company shall be required to comply (provided that any such financial covenant, if anyadded for the benefit of any Refinancing Commitment, would shall also be added for the benefit of all other Classes under this Agreement that benefit from a financial maintenance covenant) and (x) (1) such stated termination and maturity dates of such Refinancing Debt shall not be earlier than the Revolving Termination Date of the Class being refinanced (in the case of Refinancing Debt that refinance Revolving Credit Commitments) or the maturity date applicable to the Class of Term Loans so refinanced (in the case of Refinancing Debt that refinance Term Loans) and (B) any Refinancing Debt shall not have a weighted average life to maturity shorter than the then remaining weighted average life to maturity of the Class of Term Loans so refinanced, or as applicable, the maturity date of the Revolving Credit Commitments being refinanced; (2) no Refinancing Debt may have an obligor that is not an obligor in respect of the Loans (it being understood the Refinancing Debt may have obligors that are not obligors of the Loans immediately prior to the establishment of the Refinancing Debt if such obligor is also added as an obligor of the Loans on terms reasonably acceptable to the Administrative Agent and the Administrative Agent and Company may enter into or modify the Loan Documents to reflect the same (it being understood that the consent of no other parties hereto or thereto shall be required under therefor); (3) to the definition extent secured, (A) no Refinancing Debt may be secured by any assets that do not constitute Collateral and (B) such Refinancing Debt shall be subject to an intercreditor agreement in form and substance reasonably acceptable to the Administrative Agent (any such agreement, a “Refinancing Debt Intercreditor Agreement”, it being agreed that the Administrative Agent is authorized by the Secured Parties to enter into, and from time to time amend, any such Refinancing Debt Intercreditor Agreement on their behalf) and (4) as reasonably determined by the Borrowers, the other terms and conditions of “Eligible Assignee” for an assignment of Loans such Refinancing Debt (excluding pricing, premium and optional prepayment or Commitmentsoptional redemption terms) must be substantially identical to, or not materially more favorable (taken as a whole) to the lenders or holders providing such Refinancing Debt, as applicable, than those applicable to the Loans or Commitments being refinanced are to the Lenders (except for covenants and other provisions applicable only to periods after the latest final maturity date of the Loans or Commitments) or must otherwise be reasonably satisfactory to the Administrative Agent or, if such terms are more favorable to the holders of such Refinancing Debt, an equivalent amendment shall be made to the Loan Documents for the benefit of the existing Loans and Commitments (and the Company and Administrative Agent is authorized to enter into such amendment without need of the consent of any other parties hereto). Except as contemplated by the preceding sentence, the terms of the Refinancing Revolving Lender Commitments and such Refinancing Revolving Loans and other extensions of credit thereunder shall be substantially the same as the applicable refinanced Class of Commitments and Loans (or as applicable, in the case of a refinancing of existing Term Loans, an existing Class of Revolving Credit Commitments and Revolving Loans) and other extensions of credit thereunder, and the terms of the Refinancing Term LenderLoan Commitments and Refinancing Term Loans of a Class shall, (1) to the extent such terms are not consistent with the terms of the applicable Class of refinanced Commitments and Loans, be no more restrictive, when taken as a whole, than those under such refinanced Class (or as applicable, in the case of a refinancing of Revolving Credit Commitments, consistent with an existing Class of Term Loans) (except for covenants or other provisions applicable only to periods after the then latest final maturity date of the Loans and Commitments and any call protection or prepayment premium) and (2) to the extent such documentation is not consistent with the documentation in respect of the refinanced Class of Term Loans (or as applicable, in the case of a refinancing of Revolving Credit Commitments, an existing Class of Term Loans), it shall be reasonably satisfactory to the Administrative Agent and the Company. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Facility Agreement or designation of Refinancing Debt. Each Refinancing Facility Agreement may (or in the case of Refinancing Debt, the Company and Administrative Agent may), without the consent of any Lender other than the applicable Refinancing Lenders (if any), effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to give effect to the provisions of this Section 2.21, including any amendments appropriate to treat the applicable Refinancing Commitments and Refinancing Loans as a new or addition to an existing “Class” of loans and/or commitments hereunder and any amendments appropriate to permit the Refinancing Debt; provided that at no time shall there be more than three Classes of Revolving Credit Commitments hereunder, unless otherwise agreed by the Administrative Agent.

Refinancing Facilities. (a) The Borrower Company may, on one or more occasions after the Eighth Amendment Effective Date, by written notice to the Agent from time to timeAdministrative Agent, request the establishment hereunder establishment, in the case of clauses (i) and (ii), hereunder, or in the case of clause (iii) under separate documentation, of (i) a new Class of revolving commitments (the “Refinancing Revolving Commitments”) pursuant to which each Person providing such a commitment (a “Refinancing Revolving Lender”), which may include any existing Lender (each of which shall be entitled to agree or decline to participate in its sole discretion), ) will make revolving loans to the Borrower Borrowers (“Refinancing Revolving Loans”) and acquire participations in the Letters of Credit and the Swingline Loans and Credit, (ii) one or more additional Classes of term loan commitments (the “Refinancing Term Loan Commitments”), ) pursuant to which each Person providing such a commitment (a “Refinancing Term Lender”) will make term loans to the Borrower Company (the “Refinancing Term Loans”); provided that with respect to the foregoing clauses (i) and (ii) (A) each Refinancing Revolving Lender and each Refinancing Term Lender shall be (a) a Lender, (b) an Eligible Assignee Affiliate of a Lender, (c) an Approved Fund, (d) any bank and (e) any other financial institution or investment fund engaged in the ordinary course of its business in making or investing in commercial loans or debt securities, other than, in each case, an Ineligible Person or Disqualified Lender, and, if not already a Lender, shall otherwise be subject reasonably acceptable to the approval of the Administrative Agent (which approval shall not be unreasonably withheld) and (B) each Refinancing Revolving Lender shall be subject to the approval of approved by each Issuing Bank Issuer and the Swingline Swing Lender (which approval shall such approvals not to be unreasonably withheld, conditioned or delayed) and/or (iii) one or more series of secured loans or notes (each of which may be secured by the Collateral on a junior basis to, or, in the case of secured notes, on a pari passu basis with, the Obligations), or one or more series of unsecured loans or notes (such loans or notes described in each caseclause (iii), to the extent such consentcollectively, if any, would be required under the definition of “Eligible Assignee” for an assignment of Loans or Commitments, as applicable, to such Refinancing Revolving Lender and such Refinancing Term Lender, as applicableDebt”).