Common use of Refinancing Indebtedness Clause in Contracts

Refinancing Indebtedness. (a) On one or more occasions after the Effective Date, the Borrowers may obtain, from any Refinancing Lender, any Refinancing Indebtedness. (b) The effectiveness of any Refinancing Amendment pursuant to which any Refinancing Indebtedness is issued shall be subject to (i) the absence of any Event of Default, (ii) after giving effect to the establishment of such Refinancing Indebtedness on a Pro Forma Basis (and assuming that any Refinancing Term Commitments are fully drawn), the Borrowers shall be in compliance with the financial covenants set forth in Section 7.11 and (iv) to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (A) customary legal opinions consistent with those delivered on the Effective Date, customary authorizing resolutions, Organization Documents, evidence of good standing of the Credit Parties and customary incumbency and other closing certificates, and (B) reaffirmation agreements and/or such amendments to the Pledge Agreement as may be reasonably requested by the Administrative Agent in order to ensure that such Refinancing Indebtedness is provided with the benefit of the applicable Credit Documents. (c) In connection with the incurrence of any Refinancing Indebtedness, the Borrowers shall provide to the Administrative Agent at least five (5) Business Days’ (or such shorter period of time as may be agreed to by the Administrative Agent) prior written notice thereof, which notice shall specify the date on which the Borrowers propose to enter into the Refinancing Amendment. (d) Each of the parties hereto hereby agrees that this Credit Agreement and the other Credit Documents may be amended pursuant to a Refinancing Amendment without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of such Refinancing Indebtedness being established pursuant to such Refinancing Amendment, (ii) make such other changes to this Credit Agreement and the other Credit Documents consistent with the provisions and intent of such Refinancing Indebtedness, and (iii) effect such other amendments to this Credit Agreement and the other Credit Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrowers, to effect the provisions of this Section 2.9, and the Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment. This Section 2.9 shall supersede any provisions in Section 11.6 to the contrary

Refinancing Indebtedness. (a) On one or more occasions after the Third Amendment Effective Date, the Borrowers Company may obtain, from any Refinancing Lender, any incur Refinancing Indebtedness. (b) The effectiveness of Lenders hereby authorize the Administrative Agent to enter into, and the Lenders agree that this Agreement and the other Loan Documents shall be amended by, any Refinancing Amendment pursuant to which any Refinancing Indebtedness is issued shall be subject to (i) the absence of any Event of Default, (ii) after giving effect to the establishment of such Refinancing Indebtedness on a Pro Forma Basis (and assuming that any Refinancing Term Commitments are fully drawn), the Borrowers shall be entered into in compliance with the financial covenants set forth in Section 7.11 and (iv) to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (A) customary legal opinions consistent with those delivered on the Effective Date, customary authorizing resolutions, Organization Documents, evidence of good standing of the Credit Parties and customary incumbency and other closing certificates, and (B) reaffirmation agreements and/or such amendments to the Pledge Agreement as may be reasonably requested by the Administrative Agent in order to ensure that such Refinancing Indebtedness is provided with the benefit of the applicable Credit Documents. (c) In connection with the incurrence of any Refinancing Indebtedness, the Borrowers shall provide to the Administrative Agent at least five (5) Business Days’ (or such shorter period of time as may be agreed to by the Administrative Agent) prior written notice thereof, which notice shall specify the date on which the Borrowers propose to enter into the Refinancing Amendment. (d) Each of the parties hereto hereby agrees that this Credit Agreement and the other Credit Documents may be amended pursuant to a Refinancing Amendment without the consent of any other Lenders, Indebtedness to the extent (but and only to the extent) the Administrative Agent deems necessary in order to (i) reflect the existence and terms of such Refinancing Indebtedness being established pursuant to such Refinancing Amendment, (ii) make such other changes to this Credit Agreement and the other Credit Loan Documents consistent with the provisions and intent of such Refinancing Indebtedness, and (iii) effect such other amendments to this Credit Agreement and the other Credit Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the BorrowersAgent, to effect the provisions of this Section 2.9, and 2.17. The Administrative Agent shall promptly notify each Lender as to the Lenders hereby expressly authorize effectiveness of each Refinancing Amendment. (c) The effectiveness of any Refinancing Amendment pursuant to which any Refinancing Indebtedness is issued shall be subject to the receipt by the Administrative Agent of (i) to enter into the extent requested by the Administrative Agent, customary opinions of legal counsel to the Loan Parties, addressed to the Administrative Agent and each Lender (including each Person providing any portion of such Refinancing Amendment. This Section 2.9 shall supersede any provisions in Section 11.6 Indebtedness), dated as of the effective date of the incurrence of such Refinancing Indebtedness, and (ii) such other documents and certificates it may reasonably request relating to the contrarynecessary authority for the incurrence of such Refinancing Indebtedness and the validity of such incurrence, and any other matters relevant thereto, all in form and substance reasonably satisfactory to the Administrative Agent.

Refinancing Indebtedness. (a) On one or more occasions after the Effective Date, the Borrowers may obtain, from any Refinancing Lender, The parties hereto agree that any Refinancing Indebtedness, whether provided by the Senior Lender, an Affiliate thereof, or other person (any such Affiliate or other person, an “Additional Senior Lender”), shall automatically constitute Senior Loans hereunder, and any Additional Senior Lender shall be deemed a Senior Lender in all respects hereunder. The Subordinate Lender hereby agrees that the Subordinate Loan Obligations (and the Liens on Collateral securing any Subordinate Loan Obligations) will at all times be junior and subordinate in all respects to any such Refinancing Indebtedness and the Borrower's obligations under such Refinancing Indebtedness will automatically be treated as Senior Loan Obligations for all purposes of this Agreement, including for purposes of lien priority and rights in respect of the Collateral as set forth herein. (b) The effectiveness of Subordinate Lender shall promptly enter into such documents and agreements (including amendments and supplements to this Agreement) as Borrower or any Refinancing Amendment pursuant Additional Senior Lender reasonably requests to which provide any Refinancing Indebtedness is issued shall be subject to (i) Additional Senior Lender the absence of any Event of Defaultrights contemplated hereby, (ii) after giving effect to the establishment of such Refinancing Indebtedness on a Pro Forma Basis (and assuming that any Refinancing Term Commitments are fully drawn), the Borrowers shall be in compliance each case consistent in all material respects with the financial covenants set forth in Section 7.11 and (iv) to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent terms of (A) customary legal opinions consistent with those delivered on the Effective Date, customary authorizing resolutions, Organization Documents, evidence of good standing of the Credit Parties and customary incumbency and other closing certificates, and (B) reaffirmation agreements and/or such amendments to the Pledge Agreement as may be reasonably requested by the Administrative Agent in order to ensure that such Refinancing Indebtedness is provided with the benefit of the applicable Credit Documentsthis Agreement. (c) In connection with the incurrence of any Refinancing Indebtedness, the Borrowers shall provide Any Additional Senior Lender will promptly agree in a writing addressed to the Administrative Agent at least five (5) Business Days’ (or such shorter period of time as may Subordinate Lender to be agreed to bound by the Administrative Agent) prior written notice thereof, which notice terms of this Agreement and such Additional Senior Lender shall specify the date on which the Borrowers propose to enter into the Refinancing Amendmentbe as fully a party hereto as if such Additional Senior Lender were an original signatory hereto. (d) Each Borrower’s incurrence of any Refinancing Indebtedness shall not obligate Subordinate Lender to agree to any modification of the parties hereto hereby agrees that this Credit Modification Agreement and or of the other Credit Documents may be amended pursuant to a Refinancing Amendment without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of such Refinancing Indebtedness being established pursuant to such Refinancing Amendment, (ii) make such other changes to this Credit Agreement and the other Credit Documents consistent with the provisions and intent of such Refinancing Indebtedness, and (iii) effect such other amendments to this Credit Agreement and the other Credit Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrowers, to effect the provisions of this Section 2.9, and the Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment. This Section 2.9 shall supersede any provisions in Section 11.6 to the contrarySubordinate Loan Documents.”

Refinancing Indebtedness. (a) On one or more occasions after the Third Amendment Effective Date, the Borrowers Company may obtain, from any Refinancing Lender, any incur Refinancing Indebtedness. (b) The effectiveness of Lenders hereby authorize the Administrative Agent to enter into, and the Lenders agree that this Agreement and the other Loan Documents shall be amended by, any Refinancing Amendment pursuant to which any Refinancing Indebtedness is issued shall be subject to (i) the absence of any Event of Default, (ii) after giving effect to the establishment of such Refinancing Indebtedness on a Pro Forma Basis (and assuming that any Refinancing Term Commitments are fully drawn), the Borrowers shall be entered into in compliance with the financial covenants set forth in Section 7.11 and (iv) to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (A) customary legal opinions consistent with those delivered on the Effective Date, customary authorizing resolutions, Organization Documents, evidence of good standing of the Credit Parties and customary incumbency and other closing certificates, and (B) reaffirmation agreements and/or such amendments to the Pledge Agreement as may be reasonably requested by the Administrative Agent in order to ensure that such Refinancing Indebtedness is provided with the benefit of the applicable Credit Documents. (c) In connection with the incurrence of any Refinancing Indebtedness, the Borrowers shall provide to the Administrative Agent at least five (5) Business Days’ (or such shorter period of time as may be agreed to by the Administrative Agent) prior written notice thereof, which notice shall specify the date on which the Borrowers propose to enter into the Refinancing Amendment. (d) Each of the parties hereto hereby agrees that this Credit Agreement and the other Credit Documents may be amended pursuant to a Refinancing Amendment without the consent of any other Lenders, Indebtedness to the extent (but and only to the extent) the Administrative Agent deems necessary in order to (i) reflect the existence and terms of such Refinancing Indebtedness being established pursuant to such Refinancing Amendment, (ii) make such other changes to this Credit Agreement and the other Credit Loan Documents consistent with the provisions and intent of such Refinancing Indebtedness, and (iii) effect such other amendments to this Credit Agreement and the other Credit Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the BorrowersAgent, to effect the provisions of this Section 2.9, and 2.17. The Administrative Agent shall promptly notify each Lender as to the Lenders hereby expressly authorize effectiveness of each Refinancing Amendment. (c) The effectiveness of any Refinancing Amendment pursuant to which any Refinancing Indebtedness is issued shall be subject to the receipt by the Administrative Agent of (i) to enter into the extent requested by the Administrative Agent, customary opinions of legal counsel to the Loan Parties, addressed to the Administrative Agent and each Lender (including each Person providing any portion of such Refinancing Amendment. This Section 2.9 shall supersede any provisions in Section 11.6 Indebtedness), dated as of the effective date of the incurrence of such Refinancing Indebtedness, and (ii) such other documents and certificates it may reasonably request relating to the contrarynecessary authority for the incurrence of such Refinancing ciii CHAR1\1792192v4 Indebtedness and the validity of such incurrence, and any other matters relevant thereto, all in form and substance reasonably satisfactory to the Administrative Agent.