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, 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) On one or more additional Classes occasions after the Effective 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 term loan commitments (the “Refinancing Term Loan Commitments”), Loans pursuant to which each Person providing such a commitment Refinancing Amendment in accordance with this Section 2.22 (a each, an “Additional Refinancing Term Lender”) will make term loans to the Borrower (the “Refinancing Term Loans”); provided that the Administrative Agent shall have consented (A) each Refinancing Revolving Lender and each Refinancing Term Lender shall be an Eligible Assignee and shall be subject such consent not to the approval of the Agent (which approval shall not be unreasonably withheld, conditioned or delayed) and (B) each to such Lender’s or Additional 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, Lender’s making such Refinancing Term Loans to the extent such consent, if any, would be required under Section 9.04(b) for, and to the definition extent that such Additional Refinancing Lender is a Purchasing Borrower Party or an Affiliated Lender, the requirements of “Eligible Assignee” for Section 9.04(g) and 9.04(f), respectively, shall be satisfied as if such Refinancing Term Loan were, an assignment of Term Loans to such Lender or Additional Refinancing Lender), Credit Agreement Refinancing Indebtedness in respect of all or any portion of Term Loans then outstanding under this Agreement, in the form of Refinancing Term Loans or Commitments, as applicable, to such Refinancing Revolving Lender and such Refinancing Term Lender, as applicableCommitments pursuant to a Refinancing Amendment; provided that no Lender is obligated hereunder to provide such Credit Agreement Refinancing Indebtedness.

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 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 reasonably acceptable to the approval of the Agent (which approval shall not be unreasonably withheld) and Administrative Agent, (B) each Refinancing Revolving Lender shall be subject to approved by the approval of each Issuing Bank and the Swingline Lender (which such approval shall not to be unreasonably withheld), in each case, ) and (C) no Lender shall have any obligation 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, agree to such become a Refinancing Revolving Lender and such or a Refinancing Term Lender, as applicableLender unless it agrees to do so in its sole discretion.

Refinancing Facilities. (a) The Borrower Company may, on one or more occasions after the Closing Date, by written notice to the Agent from time Administrative Agent, 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 (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 (i) 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”)) and (ii) 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 Revolving Lender”) will provide revolving commitments to the Borrowers; 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) 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) On one or more additional Classes occasions, the Borrower may obtain, from any Lender or any other bank or financial institution or other institutional lender or investor that would constitute an Eligible Assignee if it were purchasing Loans hereunder and that agrees to provide any portion 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, Other Revolving Commitments, or Other Revolving Loans, Credit Agreement Refinancing Indebtedness in the form of Refinancing Term Commitments, Refinancing Term Loans, Other Revolving Commitments or Other Revolving Loans, in each case pursuant to a Refinancing Amendment in accordance with this Section 2.17 (each, an “Additional Refinancing Lender”); provided that (Ai) each Refinancing Revolving Lender the Administrative Agent and each Refinancing Term Lender L/C Issuer shall be an Eligible Assignee and shall be subject have consented (such consent not to the approval of the Agent (which approval shall not be unreasonably withheld, conditioned, or delayed) and (B) each to such Lender’s or Additional Refinancing Lender’s providing such Refinancing Term Commitments, Refinancing Term Loans, Other 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, Commitments or Other Revolving Loans to the extent such consent, if any, would be required under the definition of “Eligible Assignee” Section 10.06 for an assignment of Loans Refinancing Term Commitments, Refinancing Term Loans, Other Revolving Commitments, or CommitmentsOther Revolving Loans, as applicable, to such Lender or Additional Refinancing Revolving Lender and such Refinancing Term Lender; provided, as applicable.further, that the following terms are satisfied:

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 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 and, if not already a Revolving Lender, shall otherwise be subject reasonably acceptable to the approval of the Agent (which approval shall not be unreasonably withheld) and Administrative Agent, (B) each Refinancing Revolving Lender shall be subject to the approval of approved by each Issuing Bank and the Swingline Lender (which such approval shall not to be unreasonably withheld), in each case, conditioned or delayed) and (C) no Lender shall have any obligation 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, agree to such become a Refinancing Revolving Lender and such or a 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 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 (“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 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 (if not already a 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 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 Company 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 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 Lender shall be an Eligible Assignee and a Person eligible to receive assignments pursuant to Section 12.06(b) 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) to the extent as would be required to effect an assignment of Revolving Loans to such person pursuant to Section 12.06(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 At any time after the Closing Date, Borrower maymay obtain, by written notice from any Lender or any new lender (provided that if Administrative Agent would have consent rights with respect to such new lender under Section 11.04 herein were such new lender to take an assignment of Loans or Commitments hereunder, then such new lender shall be reasonably acceptable to the Administrative Agent from time (in consultation with Borrower) (such acceptance not 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 unreasonably withheld or decline to participate in its sole discretion), will make revolving loans to the Borrower (“Refinancing Revolving Loans”delayed) and acquire participations in the Letters of Credit and the Swingline provided further that any Refinancing Loans and (ii) one Refinancing Commitments held by the Sponsors 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 their Affiliates shall be subject to the approval same restrictions as applicable to Sponsor Permitted Assignees pursuant to the terms of the Agent Section 11.04) (which approval shall not be unreasonably withheldeach such lender being an “Additional Lender”), (x) Refinancing Term Commitments and/or Refinancing Term Loans in respect of all or any portion of (1) any Term Loan Commitments, Term Loans, Revolving Commitments and/or Revolving Loans then outstanding under this Agreement and (B2) each any Credit Agreement Refinancing Indebtedness and (y) Refinancing Revolving Lender shall be subject to the approval Commitments and/or Refinancing Revolving Loans in respect of each Issuing Bank and the Swingline Lender (which approval shall not be unreasonably withheld)all or any portion of any Revolving Commitments and/or Revolving Loans then outstanding under this Agreement, in each case, pursuant to the extent such consenta Refinancing Amendment; provided, if any, would be required under the definition of “Eligible Assignee” for an assignment of Loans or Commitments, as applicable, to that such Refinancing Revolving Lender Loans and such Refinancing Term Lender, as applicable.Commitments:

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 establish (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 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 Lender and each Commitments or the 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, shall be effective, (B) the amount of the Refinancing Revolving Commitments or Refinancing Term Commitments, as applicable, requested to be established and (C) the identity of each Person proposed to become a Refinancing Lender in connection therewith (it being agreed that (x) any Lender approached to provide any Refinancing Revolving Commitment or Refinancing Term Commitment may elect or decline, in its sole discretion, to provide such Refinancing Revolving Lender and such Commitment or Refinancing Term LenderCommitment and (y) any Person that the Borrower proposes to be a Refinancing Lender must be an Eligible Assignee and, as applicableif such approval would then be required under Section 9.04 for an assignment to such Person of a Commitment or Loan of the applicable Class, must be approved by the Administrative Agent and each Issuing Bank (each such approval not to be unreasonably withheld, delayed or conditioned).

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 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 and, if not already a Revolving Lender, shall otherwise be subject reasonably acceptable to the approval of the Agent (which approval shall not be unreasonably withheld) and Administrative Agent, (B) each Refinancing Revolving Lender shall be subject to the approval of approved by each Issuing Bank and the Swingline Lender (which such approval shall not to be unreasonably withheld), in each case, ) and (C) no Lender shall have any obligation 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, agree to such become a Refinancing Revolving Lender and such or a Refinancing Term Lender, as applicable.

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 134 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 after the Closing 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 (“Refinancing Revolving Loans”) and acquire participations in the Letters of Credit and the Swingline Loans and (ii) one or more additional Classes Facilities 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 as specified in such written notice (the “Refinancing Term Loans”); provided that (Ai) each Refinancing Revolving Lender and each Refinancing Term Loan Lender shall be an Eligible Assignee and shall be subject to (ii) if the approval consent 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, would be required under the definition of “Eligible Assignee” for an assignment of Loans or Commitments, as applicable, to such Refinancing Revolving Term Loan Lender, the Borrower shall have received the prior written consent of the Administrative Agent, which consent shall not unreasonably be withheld, delayed or conditioned. (b) The Refinancing Term Loan Commitments shall be effected pursuant to one or more Refinancing Facility Agreements executed and delivered by the Borrower, each Refinancing Term Lender and providing such Refinancing Term LenderLoan Commitments and the Administrative Agent; provided that no Refinancing Term Loan Commitments shall become effective unless (i) no Event of Default shall have occurred and be continuing on the date of effectiveness thereof, as applicable.(ii) 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 in all material respects (or if qualified by materiality, in all respects), in each case 57 509265-2041-Active.31278172.28

Refinancing Facilities. (au) 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) The Borrower may, by written notice to the Agent Borrowers may from time to time, request add one or more new term loan facilities to the establishment hereunder of credit facilities under this Agreement (i) a new Class of revolving commitments (the “Specified Refinancing Revolving CommitmentsTerm Loans”) pursuant to which procedures reasonably specified by the Administrative Agent and reasonably acceptable to the Borrowers, to refinance all or any portion of any Term Loans then outstanding under this Agreement; provided that such Specified Refinancing Term Loans: (i) will rank pari passu in right of payment as the other Loans and Commitments hereunder; (ii) will not have obligors or contingent obligors that were not obligors or contingent obligors in respect of the Obligations; (iii) will be (x) unsecured or (y) secured by the Collateral on a pari passu or junior basis with the Obligations pursuant to a Market Intercreditor Agreement that is reasonably satisfactory to the Administrative Agent and the Company; (iv) 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 weighted average life to maturity of, the Term Loans being refinanced; (v) any Specified Refinancing Term Loan shall share ratably in any prepayments of Term Loans pursuant to Section 2.05(b) (or otherwise provide for more favorable prepayment treatment for the then outstanding Term Loans other than the Specified Refinancing Term Loans); (vi) subject to clause (v) above, shall have terms and conditions that are the same as the Term Loan(s) being refinanced or, if not consistent with the terms of the Term Loan(s) being refinanced, shall be reasonably satisfactory to the Administrative Agent (it being agreed that the following shall be reasonably satisfactory to the Administrative Agent: (A) covenants or other provisions applicable only to periods after the Latest Maturity Date of the Loans existing at the time of such refinancing or that are added for the benefit of the Administrative Agent and the Lenders under the then-existing Loans and (B) to the extent required by the lenders providing the Specified Refinancing Term Loan, customary “most-favored-nation” protection, call protection, and an excess cash flow prepayment, in each Person providing such a commitment (a “Refinancing Revolving Lender”)case, which may include any existing Lender (each of which shall be entitled applicable solely with respect 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 “Specified Refinancing Term Loans”; provided, that, to the extent an excess cash flow prepayment is required in connection with the establishment of a Specified Refinancing Term Loan, such excess cash flow mandatory prepayment shall be applied ratably to all then-existing Term Loans); provided (vii) no Event of Default shall have occurred and be continuing at the time such Specified Refinancing Term Loans are incurred; and (viii) the Net Cash Proceeds of such Specified Refinancing Term Loans shall be applied, substantially concurrently with the incurrence thereof, to the pro rata prepayment of outstanding Loans being so refinanced, in each case pursuant to Section 2.05 and 2.07, as applicable; provided, however, that such Specified Refinancing Term Loans; (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 withheldhave a principal or commitment amount (or accreted value) greater than the Loans being refinanced (excluding accrued interest, fees (including original issue discount and upfront fees), discounts, premiums or expenses) and (B) each Refinancing Revolving Lender shall be subject to may provide for any additional or different financial or other covenants or other provisions that are agreed among the approval of each Issuing Bank Company and the Swingline Lender (which approval shall not be unreasonably withheld), in each case, lenders thereof and applicable only during periods after the Latest Maturity Date of any of the Loans that remain outstanding after giving effect to the extent such consent, if any, would be required under the definition of “Eligible Assignee” for an assignment of Specified Refinancing Term Loans or Commitments, as applicable, to such Refinancing Revolving Lender and such Refinancing Term Lender, as applicablethe date on which all non-refinanced Obligations are paid in full.

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) the date on which the Borrower proposes that the Refinancing Commitments shall be effective, which shall be a date not less than five Business Days (or such shorter period as may be agreed to by the Administrative Agent) after the date on which such notice is delivered to the Administrative Agent, (B) the amount of the Refinancing Commitments requested to be established and (C) the identity of each Person proposed to become a Refinancing Revolving Lender in connection therewith (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 Lender, if such Person is not then a Lender, must be an Eligible Assignee and shall must be subject approved by the Administrative Agent and, in the case of any proposed Refinancing Revolving Lender if such Lender is to acquire participations in the approval Letters of the Agent Credit, each Issuing Bank (which approval shall such approvals not to 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, conditioned 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, may by written notice to the Administrative Agent from time elect to time, request the establishment hereunder of one or more new tranches of (i) a new Class of term loan commitments (the “Refinancing Term Commitments”) and (ii) revolving commitments (the “Refinancing Revolving Commitments”) pursuant to which each Person providing such a commitment (a “” and, together with the Refinancing Revolving Lender”)Term Commitments, 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, in an aggregate amount not less than the Dollar Equivalent of $50,000,000 individually (or such lesser amount which shall be reasonably approved by the Administrative Agent), and integral multiples of the Dollar Equivalent of $5,000,000 in excess thereof, the proceeds of which shall be used solely in exchange for, or to extend, renew, replace or refinance, in whole or part Indebtedness that is existing Term Loans, Revolving Loans or Revolving Commitments (such Indebtedness, “Refinancing Loans”). Each such notice shall specify the date (each, a “Refinancing Amount Date”) on which the Borrower proposes that the Refinancing Commitments shall be effective, which shall be a date not less than ten Business Days after the date on which such notice is delivered to the extent Administrative Agent. Such Refinancing Commitments shall become effective as of such consentRefinancing Amount Date; provided that, if any(A) the Refinancing Commitments shall be provided by one or more Lenders and/or any other Person that is an eligible assignee pursuant to and in accordance with Section 9.04(b); provided, would however, 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; (B) the Refinancing Commitments shall be required under effected pursuant to one or more Joinder Agreements executed by the definition Borrower, the Lenders and/or Persons that are eligible assignees pursuant to and in accordance with Section 9.04(b), in each case, providing such Refinancing Commitments and the Administrative Agent, and each of “Eligible Assignee” for an assignment which shall be recorded in the Register; (C) the effectiveness of Loans any Joinder Agreement will be subject only to the satisfaction (or waiver) on the date thereof of such of the conditions set forth in Section 4.01 as may be requested by the providers of Refinancing Loans; (D) the Borrower shall pay all fees and expenses due and payable to the Agents and the Lenders in connection with the Refinancing Commitments, as applicable; and (E) the Borrower shall deliver or cause to be delivered, to the extent reasonably requested by the Administrative Agent, any customary and appropriate legal opinions or other documents in connection with any such Refinancing Revolving Lender and such transaction. Any Refinancing Term LenderLoans, Refinancing Loans and/or Refinancing Commitments made on a Refinancing Amount Date shall be designated as applicablea separate Class of Term Loans, Revolving Loans and/or Refinancing Commitments, respectively, for all purposes under this Agreement and the other Loan Documents.

Refinancing Facilities. (a) The Borrower may, on one or more occasions after the Closing Date, 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 term loan or revolver 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 and/or revolving loans to the Borrower (the “Refinancing Term Loans”); provided . Each such notice shall specify (i) the date on which the Borrower proposes that the Refinancing Commitments shall be effective, which shall be a date not less than ten (10) Business Days (or such shorter period as may be agreed to by the Administrative Agent) after the date on which such notice is delivered to the Administrative Agent and (ii) the amount of the Refinancing Commitments being requested (it being agreed that (Ax) each any Lender approached to provide any Refinancing Revolving Commitment may elect or decline, in its sole discretion, to provide such Refinancing Commitment (and any such Lender that fails to respond to such approach shall be deemed to have declined to provide such Refinancing Commitment, as the case may be) and each (y) any Person that the Borrower proposes to become a Refinancing Term Lender, if such Person is not then a Lender, an Affiliate of a Lender shall or an Approved Fund must be an Eligible Assignee and shall must be subject reasonably acceptable 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 withheldAdministrative Agent), 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) 2.21.1 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”).

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 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 (“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 . Each such notice shall specify (A) each the date on which the Borrower proposes that the Refinancing Revolving Term Loan Commitments shall be effective and (B) the amount of the Refinancing Term Loan Commitments requested to be established (it being agreed that (x) any Lender approached to provide any Refinancing Term Loan Commitment may elect or decline, in its sole discretion, to provide such Refinancing Term Loan 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 Revolving Lender and such Refinancing Term Lender, as applicable.must be approved by the Administrative Agent (such approval not to be unreasonably withheld, conditioned or delayed)). 100

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 establish (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 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 Lender and each Commitments or the 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, shall be effective, (B) the amount of the Refinancing Revolving Commitments or Refinancing Term Commitments, as applicable, requested to be established and (C) the identity of each Person proposed to become a Refinancing Lender in connection therewith (it being agreed that (x) any Lender approached to provide any Refinancing Revolving Commitment or Refinancing Term Commitment may elect or decline, in its sole discretion, to provide such Refinancing Revolving Lender and such Commitment or Refinancing Term LenderCommitment and (y) any Person that the Borrower proposes to be a Refinancing Lender must be an Eligible Assignee and, as applicableif such approval would then be required under Section 9.04 for an assignment to such Person of a Commitment or Loan of the applicable Class, must be approved by the Administrative Agent and each Issuing Bank (each such approval not to be unreasonably withheld, delayed or conditioned)).

Refinancing Facilities. (a) The At any time after the Closing Date, the Borrower maymay obtainSECTION 2.13. from any Lender or any Additional Lender, by written notice Other Loans to refinance all or any portion of the Agent from time to time, request the establishment hereunder applicable Class or Classes of (i) a new Class of revolving commitments (the “Refinancing Revolving Commitments”) Loans then outstanding under this Agreement which will be made pursuant to which each Person providing such Other Term Commitments. Other Loans may participate on a commitment pro rata basis or on a less than pro rata basis (but not on a “Refinancing Revolving Lender”)greater than pro rata basis) in any voluntary or mandatory prepayments hereunder, 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 as specified in the Letters applicable Refinancing Amendment. The effectiveness of Credit and the Swingline Loans and (ii) one or more additional Classes of term loan commitments (the “any 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 Amendment shall be subject to the approval satisfaction on the date thereof of each 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), conditions set forth in each caseSection 4.02 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Section 4.01 (other than changes to such consentlegal opinions resulting from a change in law, if anychange in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent). Each Class of Other Term Commitments and Other Loans incurred under this Section 2.13 shall be in an aggregate principal amount that is not less than $50,000,000. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, would upon the effectiveness of any Refinancing Amendment, this Agreement shall be required under deemed amended to the definition extent (but only to the extent) necessary to reflect the existence and terms of “Eligible Assignee” for an assignment the Other Term Commitments and Other Loans incurred pursuant thereto (including any amendments necessary to treat the Other Loans and/or Other Term Commitments as Initial Term B Loans and Initial Term B Loan Commitments). Any Refinancing Amendment may, without the consent of Loans any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or Commitmentsappropriate, as applicablein the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.13. This Section 2.13 shall supersede any provisions in Section 2.11 or 10.01 to the contrary. No Lender shall be under any obligation to provide any Other Term Commitment unless such Lender executes a Refinancing Revolving Lender and such Refinancing Term Lender, as applicableAmendment.

Refinancing Facilities. (a) The Borrower may, by written notice to the Agent Borrowers may from time to time, request add one or more new term loan facilities to the establishment hereunder of credit facilities under this Agreement (i) a new Class of revolving commitments (the “Specified Refinancing Revolving CommitmentsTerm Loans”) pursuant to which procedures reasonably specified by the Administrative Agent and reasonably acceptable to the Borrowers, to refinance all or any portion of any Term Loans then outstanding under this Agreement; provided that such Specified Refinancing Term Loans: (i) will rank pari passu in right of payment as the other Loans and Commitments hereunder; (ii) will not have obligors or contingent obligors that were not obligors or contingent obligors in respect of the Obligations; (iii) will be (x) unsecured or (y) secured by the Collateral on a pari passu or junior basis with the Obligations pursuant to a Market Intercreditor Agreement that is reasonably satisfactory to the Administrative Agent and the Company; (iv) 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 weighted average life to maturity of, the Term Loans being refinanced; (v) any Specified Refinancing Term Loan shall share ratably in any prepayments of Term Loans pursuant to Section 2.05(b) (or otherwise provide for more favorable prepayment treatment for the then outstanding Term Loans other than the Specified Refinancing Term Loans); (vi) subject to clause (v) above, shall have terms and conditions that are the same as the Term Loan(s) being refinanced or, if not consistent with the terms of the Term Loan(s) being refinanced, shall be reasonably satisfactory to the Administrative Agent (it being agreed that the following shall be reasonably satisfactory to the Administrative Agent: (A) covenants or other provisions applicable only to periods after the Latest Maturity Date of the Loans existing at the time of such refinancing or that are added for the benefit of the Administrative Agent and the Lenders under the then-existing Loans and (B) to the extent required by the lenders providing the Specified Refinancing Term Loan, customary “most-favored-nation” protection, call protection, and an excess cash flow prepayment, in each Person providing such a commitment (a “Refinancing Revolving Lender”)case, which may include any existing Lender (each of which shall be entitled applicable solely with respect 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 “Specified Refinancing Term Loans”; provided, that, to the extent an excess cash flow prepayment is required in connection with the establishment of a Specified Refinancing Term Loan, such excess cash flow mandatory prepayment shall be applied ratably to all then-existing Term Loans); provided (vii) no CHAR1\0000000x0 Event of Default shall have occurred and be continuing at the time such Specified Refinancing Term Loans are incurred; and (viii) the Net Cash Proceeds of such Specified Refinancing Term Loans shall be applied, substantially concurrently with the incurrence thereof, to the pro rata prepayment of outstanding Loans being so refinanced, in each case pursuant to Section 2.05 and 2.07, as applicable; provided, however, that such Specified Refinancing Term Loans; (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 withheldhave a principal or commitment amount (or accreted value) greater than the Loans being refinanced (excluding accrued interest, fees (including original issue discount and upfront fees), discounts, premiums or expenses) and (B) each Refinancing Revolving Lender shall be subject to may provide for any additional or different financial or other covenants or other provisions that are agreed among the approval of each Issuing Bank Company and the Swingline Lender (which approval shall not be unreasonably withheld), in each case, lenders thereof and applicable only during periods after the Latest Maturity Date of any of the Loans that remain outstanding after giving effect to the extent such consent, if any, would be required under the definition of “Eligible Assignee” for an assignment of Specified Refinancing Term Loans or Commitments, as applicable, to such Refinancing Revolving Lender and such Refinancing Term Lender, as applicablethe date on which all non-refinanced Obligations are paid in full.

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 (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 (i) 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”)) and (ii) 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 Revolving Lender”) will provide revolving commitments to the 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) The Borrower may, on one or more occasions, by written notice to the Agent from time to timeSpecified Agents, 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 the Swingline Swing Line Loans and all the 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) the date on which the Borrower proposes that the Refinancing Commitments shall be effective, which shall be a date not less than five Business Days (or such shorter period as may be agreed to by the Applicable Facility Agent) after the date on which such notice is delivered to the Specified Agents, (B) the amount of the Refinancing Commitments requested to be established and (C) the identity of each Person proposed to become a Refinancing Revolving Lender in connection therewith (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 Lender, if such Person is not then a Lender, must be an Eligible Assignee and shall must be subject to approved by the approval General Administrative Agent and the Applicable Facility Agent and, in the case of the Agent (which approval shall not be unreasonably withheld) and (B) each any proposed Refinancing Revolving Lender shall be subject to the approval of Lender, each Issuing Bank and the Swingline Swing Line 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 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, by written notice to the Agent from time to timeAdministrative Agent, request the establishment hereunder of establish (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 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 Lender and each Commitments or the 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, shall be effective, (B) the amount of the Refinancing Revolving 94 Commitments or Refinancing Term Commitments, as applicable, requested to be established and (C) the identity of each Person proposed to become a Refinancing Lender in connection therewith (it being agreed that (x) any Lender approached to provide any Refinancing Revolving Commitment or Refinancing Term Commitment may elect or decline, in its sole discretion, to provide such Refinancing Revolving Lender and such Commitment or Refinancing Term LenderCommitment and (y) any Person that the Borrower proposes to be a Refinancing Lender must be an Eligible Assignee and, as applicableif such approval would then be required under Section 9.04 for an assignment to such Person of a Commitment or Loan of the applicable Class, must be approved by the Administrative Agent and each Issuing Bank (each such approval not to be unreasonably withheld, delayed or conditioned)).

Refinancing Facilities. (a) The Borrower may, on one or more occasions after the Closing Date, 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 term loan or revolver 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 and/or revolving loans to the Borrower (the “Refinancing Term Loans”); provided . Each such notice shall specify (i) the date on which the Borrower proposes that the Refinancing Commitments shall be effective, which shall be a date not less than ten (10) Business Days (or such shorter period as may be agreed to by the Administrative Agent) after the date on which such notice is delivered to the Administrative Agent and (ii) the amount of the Refinancing Commitments being requested (it being agreed that (Ax) each any Lender approached to provide any Refinancing Revolving Commitment may elect or decline, in its sole discretion, to provide such Refinancing Commitment (and any such Lender that fails to respond to such approach shall be deemed to have declined to provide such Refinancing Commitment, as the case may be) and each (y) any Person that the Borrower proposes to become a Refinancing Term Lender, if such Person is not then a Lender, an Affiliate of a Lender shall or an Approved Fund must be an Eligible Assignee and shall must be subject reasonably acceptable 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 withheldAdministrative Agent), 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.. 134

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 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”).