Common use of Refinancing Loans Clause in Contracts

Refinancing Loans. (a) The Borrower may, by written notice to the Administrative Agent from time to time, request Replacement Loans to refinance all or a portion of any existing Borrowing of Term Loans (the “Refinanced Term Loans”) in an aggregate principal amount not to exceed the aggregate principal amount of the Refinanced Term Loans plus any accrued interest, fees, costs and expenses related thereto (including any original issue discount or upfront fees) and amounts permitted to be incurred as Incremental Term Loans (which shall reduce the Available Incremental Amount on a dollar-for-dollar basis) or otherwise permitted to be incurred under this Agreement. Such notice shall set forth (i) the principal amount of the applicable Replacement Loans (which shall not be less than the Minimum Threshold) and (ii) the date on which the applicable Replacement Loans are to be incurred (which shall not be less than ten Business Days nor more than sixty days after the date of such notice (or such longer or shorter periods as the Administrative Agent shall agree)). The Borrower may seek Replacement Loans from existing Lenders (each of which shall be entitled to agree or decline to participate in its sole discretion) or any Additional Lender. (b) It shall be a condition precedent to the incurrence of any Replacement Loans that (i) no Event of Default shall have occurred and be continuing immediately prior to or immediately after giving effect to the incurrence of such Replacement Loans, (ii) the representations and warranties set forth in Article III and in each other Loan Document shall be true and correct in all material respects on and as of the date such Replacement Loans are made, (iii) the terms of the Replacement Loans shall comply with Section 2.24(c) and (iv) substantially concurrently with the incurrence of any such Replacement Loans, 100% of the Net Cash Proceeds thereof shall be applied to repay the Refinanced Term Loans (including accrued interest, fees and premiums (if any) payable in connection therewith). (c) The terms of any Replacement Loans shall be determined by the Borrower and the applicable Lenders or Additional Lenders and set forth in a Refinancing Amendment; provided that (i) the aggregate principal amount of such Replacement Loans shall not exceed the aggregate principal amount of such Refinanced Term Loans plus any accrued interest, fees, costs and expenses related thereto (including any original issue discount or upfront fees) and amounts permitted to be incurred as Incremental Term Loans (which shall reduce the Available Incremental Amount on a dollar-for-dollar basis) or otherwise permitted to be incurred under this Agreement, (ii) the final maturity date of any Replacement Loans shall not be earlier than the maturity or termination date of the applicable Refinanced Term Loans, (iii) in the case of any Replacement Term Loans, the Weighted Average Life to Maturity of the Replacement Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Refinanced Term Loans (without giving effect to annual amortization on any Refinanced Term Loans not in excess of 1% of the principal amount thereof), (iv) the Replacement Loans will be unsecured or, if the Refinanced Term Loans were pari passu in right of payment and of security with the Term Loans, rank pari passu in right of payment and of security with the Term Loans, (v) none of the obligors or guarantors with respect thereto shall be a Person that is not a Loan Party (unless such Person is required to become a Loan Party in accordance with Section 5.09), (vi) the interest rate margin, rate floors, fees, original issue discount and premiums applicable to the Replacement Loans shall be determined by the Borrower and the applicable Lenders or Additional Lenders, provided that the All-in Yield on any Replacement Loans shall not exceed the initial All-in Yield for the Refinanced Term Loans, and (vii) the terms of the Replacement Loans (other than as set forth in clause (i) through (vi) above) shall be substantially identical to, or less favorable to the Lenders or Additional Lenders providing such Replacement Loans than those applicable to such Refinanced Term Loans, except to the extent necessary to provide for covenants and other terms applicable to any period occurring entirely after the latest final maturity of the Term Loans in effect immediately prior to such refinancing; provided, however, to the extent that any financial maintenance covenant is added for the benefit of any Replacement Loans, no consent shall be required from the Administrative Agent or any Lender to the extent that such financial maintenance covenant is also added for the benefit of the corresponding existing Term Loans; provided, further, that the Required Lenders hereby expressly authorize the Administrative Agent to enter into any such amendment implementing this additional financial maintenance covenant upon the Borrower’s request for such an amendment. (d) In connection with any Replacement Loans pursuant to this Section 2.24, the Borrower, the Administrative Agent and each applicable Lender or Additional Lender shall execute and deliver to the Administrative Agent an amendment to this Agreement (such amendment, a “Refinancing Amendment”) and such other documentation as the Administrative Agent shall reasonably specify to evidence such Replacement Loans. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.24, including any amendments necessary to establish the applicable Replacement Loans as a new Borrowing or tranche of Term Loans or revolving loans and such other technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrower in connection with the establishment of such Borrowings or tranches (including, if desirable, to preserve the pro rata treatment of the refinanced and non-refinanced tranches), in each case on terms consistent with this Section 2.24. (e) This Section 2.24 shall supersede any provisions in Section 2.18 or 9.08 to the contrary.

Refinancing Loans. (a) The Borrower maymay at any time and from time to time, by written notice to the Administrative Agent from time to timeAgent, request Replacement the establishment of one or more additional Classes of Loans under this Agreement or an increase to an existing Class of Loans under this Agreement (“Refinancing Loans”); provided that: (i) the proceeds of such Refinancing Loans shall be used, concurrently or substantially concurrently with the incurrence thereof, solely to refinance all or a any portion of any existing Borrowing Outstanding Loans; (ii) each Class of Term Refinancing Loans shall be in an aggregate amount of $10,000,000 (the “Refinanced Term Loans”or such other amount necessary to repay any Class of Outstanding Loans in full); (iii) such Refinancing Loans shall be in an aggregate principal amount not to exceed greater than the aggregate principal amount outstanding of the Refinanced Term Loans to be refinanced plus any accrued interest, premiums, fees, costs and expenses related thereto (including any original issue discount OID or upfront fees); (iv) the final maturity date of such Refinancing Loans shall be the same as or later than the maturity date of the Loans being refinanced, and amounts permitted the Weighted Average Life to Maturity of such Refinancing Loans shall be incurred the same as Incremental Term or longer than the then remaining Weighted Average Life to Maturity of each Class of Loans being refinanced; (A) the pricing, rate floors, discounts, fees and optional and mandatory prepayment or redemption provisions applicable to such Refinancing Loans shall be as agreed between the Borrower and the Refinancing Lenders so long as, in the case of any mandatory prepayment or redemption provisions, such Refinancing Lenders do not participate on a greater than pro rata basis in any such prepayments as compared to Lenders and (B) the covenants and other terms applicable to such Refinancing Loans (excluding those terms described in the immediately preceding clause (A)), which shall reduce be as agreed between the Available Incremental Amount on a dollar-for-dollar basis) or otherwise permitted to be incurred under this Agreement. Such notice shall set forth (i) Borrower and the principal amount of the applicable Replacement Loans (which lenders providing such Refinancing Loans, shall not be less materially more favorable (when taken as a whole) to the Refinancing Lenders than those applicable to any Class of Loans then outstanding under this Agreement (as determined by the Minimum ThresholdBorrower in good faith), except to the extent permitted by clause (viii) below; (vi) no existing Lender shall be required to provide any Refinancing Loans; (vii) no Refinancing Loans shall be guaranteed by any Person that is not a Guarantor or secured by any asset that is not Collateral; and (viii) the Additional Credit Extension Amendment with respect to any Refinancing Loans may provide for (x) additional or more restrictive covenants and other terms that benefit only the Lenders of such Refinancing Loans that apply only after the Latest Maturity Date (iibefore giving effect to such Refinancing Loans) or (y) additional or more restrictive covenants that benefit all Lenders. (b) Each such notice shall specify (x) the date (each, a “Refinancing Effective Date”) on which the applicable Replacement Borrower proposes that the Refinancing Loans are to be incurred (made, which shall not be less than ten Business Days nor more than sixty days after the a date of such notice (or such longer or shorter periods as reasonably acceptable to the Administrative Agent shall agree)). The Borrower may seek Replacement Loans from existing and (y) the identity of the proposed Additional Lenders (each of which shall be entitled an Eligible Assignee (for this purpose treating a Lender of Refinancing Loans as if it were an assignee)) whom the Borrower proposes would provide the Refinancing Loans and the portion of the Refinancing Loans to agree or decline to participate in its sole discretionbe provided by each such Person. On each Refinancing Effective Date, each Person with a commitment for a Refinancing Loan (each such Person, a “Refinancing Lender”) or any Additional Lender. (b) It shall be make a condition precedent Refinancing Loan to the incurrence of any Replacement Loans that (i) no Event of Default shall have occurred and be continuing immediately prior Borrower in a principal amount equal to or immediately after giving effect to the incurrence of such Replacement Loans, (ii) the representations and warranties set forth in Article III and in each other Loan Document shall be true and correct in all material respects on and as of the date such Replacement Loans are made, (iii) the terms of the Replacement Loans shall comply with Section 2.24(c) and (iv) substantially concurrently with the incurrence of any such Replacement Loans, 100% of the Net Cash Proceeds thereof shall be applied to repay the Refinanced Term Loans (including accrued interest, fees and premiums (if any) payable in connection therewith)Person’s Commitment therefor. (c) This Section 2.24 shall supersede any provisions in Section 2.18 or Section 9.02 to the contrary. The terms of any Replacement Refinancing Loans shall be determined documented by an Additional Credit Extension Amendment executed by the Borrower Persons providing the Refinancing Loans (and the applicable Lenders or Additional Lenders and set forth in a Refinancing Amendment; provided that (i) the aggregate principal amount of such Replacement Loans shall not exceed the aggregate principal amount of such Refinanced Term Loans plus any accrued interest, fees, costs and expenses related thereto (including any original issue discount or upfront fees) and amounts permitted to be incurred as Incremental Term Loans (which shall reduce the Available Incremental Amount on a dollar-for-dollar basis) or otherwise permitted to be incurred under this Agreement, (ii) the final maturity date of any Replacement Loans shall not be earlier than the maturity or termination date of the applicable Refinanced Term Loans, (iii) other Persons specified in the case definition of any Replacement Term Loans, the Weighted Average Life to Maturity of the Replacement Term Loans shall be “Additional Credit Extension Amendment” but no shorter than the remaining Weighted Average Life to Maturity of the Refinanced Term Loans (without giving effect to annual amortization on any Refinanced Term Loans not in excess of 1% of the principal amount thereofother existing Lender), (iv) the Replacement Loans will be unsecured or, if the Refinanced Term Loans were pari passu in right of payment and of security with the Term Loans, rank pari passu in right of payment and of security with the Term Loans, (v) none of the obligors or guarantors with respect thereto shall be a Person that is not a Loan Party (unless such Person is required to become a Loan Party in accordance with Section 5.09), (vi) the interest rate margin, rate floors, fees, original issue discount and premiums applicable to the Replacement Loans shall be determined by the Borrower and the applicable Lenders or Additional Lenders, provided that the All-in Yield on any Replacement Loans shall not exceed the initial All-in Yield for the Refinanced Term Loans, and (vii) the terms of the Replacement Loans (other than as set forth in clause (i) through (vi) above) shall be substantially identical to, or less favorable to the Lenders or Additional Lenders providing such Replacement Loans than those applicable to such Refinanced Term Loans, except to the extent necessary to Credit Extension Amendment may provide for covenants and other terms applicable to any period occurring entirely after the latest final maturity of the Term Loans in effect immediately prior to such refinancing; provided, however, to the extent that any financial maintenance covenant is added for the benefit of any Replacement Loans, no consent shall be required from the Administrative Agent or any Lender to the extent that such financial maintenance covenant is also added for the benefit of the corresponding existing Term Loans; provided, further, that the Required Lenders hereby expressly authorize the Administrative Agent to enter into any such amendment implementing this additional financial maintenance covenant upon the Borrower’s request for such an amendment. (d) In connection with any Replacement Loans pursuant to this Section 2.24, the Borrower, the Administrative Agent and each applicable Lender or Additional Lender shall execute and deliver to the Administrative Agent an amendment to this Agreement (such amendment, a “Refinancing Amendment”) and such other documentation as the Administrative Agent shall reasonably specify to evidence such Replacement Loans. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.24, including any amendments necessary to establish the applicable Replacement Loans as a new Borrowing or tranche of Term Loans or revolving loans and such other technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrower in connection with the establishment of such Borrowings or tranches (including, if desirable, to preserve the pro rata treatment of the refinanced and non-refinanced tranches), in each case on terms consistent with this Section 2.24. (e) This Section 2.24 shall supersede any provisions in Section 2.18 or 9.08 to the contrary.

Refinancing Loans. (a) The Borrower may, may by written notice to the Administrative Agent from time to time, request Replacement Loans the establishment of one or more additional tranches of loans under this Agreement (“Refinancing Loans”) to refinance all or a portion of any existing Borrowing of Term outstanding Loans (such existing Loans being refinanced, the “Refinanced Term LoansDebt”). Each such notice shall (1) specify (x) the date (each, a “Refinancing Effective Date”) on which the Borrower proposes that the Refinancing Loans shall be made, which shall be a date not less than sixty (60) days after the date on which such notice is delivered to the Administrative Agent, (y) the type and amount of outstanding Loans the Borrower is requesting to refinance, and (z) the other proposed terms of the Refinancing Loans and (2) certify that the Borrower in compliance with the Borrowing Base Requirement; provided that: (i) before and after giving effect to the borrowing of such Refinancing Loans on the Refinancing Effective Date each of the conditions set forth in Section 3.1 and Section 3.2 shall be satisfied; (ii) any request for Refinancing Loans shall be in an aggregate amount not less than $25,000,000; *** Confidential treatment has been requested for the portions marked by “***”. The confidential redacted portions have been omitted and filed separately with the Commission (iii) the terms and conditions applicable to such Refinancing Loans shall be identical in all respects to the terms and conditions set forth in Appendix 1, Appendix 2 and Appendix 3 of this Agreement (and any related provision or definition under this Agreement or any other Financing Document) with respect to the subject matter thereof; (iv) such Refinancing Loans have a maturity no earlier than the Refinanced Debt; (v) such Refinancing Loans shall not have a greater principal amount not to exceed than the aggregate principal amount of the Refinanced Term Loans plus any accrued interest, fees, costs and expenses related thereto (including any original issue discount or upfront fees) and amounts permitted to be incurred as Incremental Term Loans (which shall reduce the Available Incremental Amount on a dollar-for-dollar basis) or otherwise permitted to be incurred under this Agreement. Such notice shall set forth (i) the principal amount of the applicable Replacement Loans (which shall not be less than the Minimum Threshold) and (ii) the date on which the applicable Replacement Loans are to be incurred (which shall not be less than ten Business Days nor more than sixty days after the date of such notice (or such longer or shorter periods as the Administrative Agent shall agree)). The Borrower may seek Replacement Loans from existing Lenders (each of which shall be entitled to agree or decline to participate in its sole discretion) or any Additional Lender.Debt; (bvi) It shall be a condition precedent to the incurrence of any Replacement Loans that (i) no Event of Default shall have occurred and be continuing immediately prior to or immediately after giving effect to the incurrence of such Replacement Loans, (ii) the representations and warranties set forth except as described in Article III and in each other Loan Document shall be true and correct in all material respects on and as of the date such Replacement Loans are made, clauses (iii) the terms of the Replacement Loans shall comply with Section 2.24(c) and (iv) substantially concurrently with the incurrence of any such Replacement Loans, 100% of the Net Cash Proceeds thereof shall be applied to repay the Refinanced Term Loans (including accrued interest, fees and premiums (if any) payable in connection therewith). (c) The terms of any Replacement Loans shall be determined by the Borrower and the applicable Lenders or Additional Lenders and set forth in a Refinancing Amendment; provided that (i) the aggregate principal amount of such Replacement Loans shall not exceed the aggregate principal amount of such Refinanced Term Loans plus any accrued interest, fees, costs and expenses related thereto (including any original issue discount or upfront fees) and amounts permitted to be incurred as Incremental Term Loans (which shall reduce the Available Incremental Amount on a dollar-for-dollar basis) or otherwise permitted to be incurred under this Agreement, (ii) the final maturity date of any Replacement Loans shall not be earlier than the maturity or termination date of the applicable Refinanced Term Loans, (iii) in the case of any Replacement Term Loans, the Weighted Average Life to Maturity of the Replacement Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Refinanced Term Loans (without giving effect to annual amortization on any Refinanced Term Loans not in excess of 1% of the principal amount thereof), (iv) the Replacement Loans will be unsecured or, if the Refinanced Term Loans were pari passu in right of payment and of security with the Term Loans, rank pari passu in right of payment and of security with the Term Loans, (v) none of above, all other terms applicable to such Refinancing Loans as set forth in the obligors or guarantors with respect thereto Refinancing Amendment (other than provisions relating to original issue discount, upfront fees and interest rates which shall be a Person that is not a Loan Party (unless such Person is required to become a Loan Party in accordance with Section 5.09), (vi) the interest rate margin, rate floors, fees, original issue discount and premiums applicable to the Replacement Loans shall be determined by as agreed between the Borrower and the applicable Lenders or Additional Lenders, provided that the All-in Yield on any Replacement Loans shall not exceed the initial All-in Yield for the Refinanced Term lenders providing such Refinancing Loans, and (vii) the terms of the Replacement Loans (other than as set forth in clause (i) through (vi) above) shall be substantially identical to, or less favorable to the Lenders or Additional Lenders lenders providing such Replacement Refinancing Loans than than, those applicable to such Refinanced Term Loans, the then outstanding Loans except to the extent necessary to provide for such covenants and other terms applicable apply solely to any period occurring entirely after the latest final maturity Latest Maturity Date of the Term Loans in effect on the Refinancing Effective Date immediately prior to the borrowing of such refinancing; provided, however, Refinancing Loans; (vii) the Loan Parties and the Collateral Agent shall enter into such amendments to the extent Collateral Documents as may be requested by the Collateral Agent (which shall not require any consent from any Lender) in order to ensure that any financial maintenance covenant is added for the benefit of any Replacement Loans, no consent shall be required from the Administrative Agent or any Lender to the extent that such financial maintenance covenant is also added for Refinancing Loans are provided with the benefit of the corresponding existing Term applicable Collateral Documents and shall deliver such other documents, certificates and opinions of counsel in connection therewith as may be requested by the Collateral Agent; and (viii) On the Refinancing Effective Date, the net proceeds of the Refinancing Loans shall be applied to the repayment of the then outstanding Loans; provided, further, that the Required Lenders hereby expressly authorize the Administrative Agent to enter into any such amendment implementing this additional financial maintenance covenant upon the Borrower’s request for such an amendment. (db) In connection with each Refinancing Request, the Lenders shall have thirty (30) days to accept an offer to provide the requested Refinancing Loans in an amount up to its pro rata share of the outstanding Loans under this Agreement by delivering written confirmation to the Administrative Agent, and in the event that any Replacement one or more Lenders declines to provide Refinancing Loans in an amount equal to its full pro rata share of the Refinancing Loans requested, the Administrative Agent shall offer the other Lenders the opportunity to provide further Refinancing Loans in an aggregate amount equal to the remaining requested amount; during the foregoing period, the Borrower shall not approach any other Person in connection with its Refinancing Request. Thereafter, the Borrower may approach any Lender or any other Person that would be a permitted Assignee pursuant to Section 9.15 (without consideration of any Borrower approval required by Section 9.15) to provide all or a portion of the requested Refinancing Loans (each, together with any Lender who delivers a confirmation pursuant to the first sentence of this Section 2.24clause (b), a “Refinancing Lender”); provided that any Lender offered or approached to provide all or a portion of the Refinancing Loans may elect or decline, in its sole *** Confidential treatment has been requested for the portions marked by “***”. The confidential redacted portions have been omitted and filed separately with the Commission discretion, to provide a Refinancing Loan. Each Refinancing Loan incurred on a Refinancing Effective Date shall have identical terms and conditions to each other Refinancing Loan incurred on such Refinancing Effective Date. Any Refinancing Loan made on any Refinancing Effective Date shall be designated Refinancing Loans for all purposes of this Agreement. (c) The Refinancing Term Loans shall be established pursuant to an amendment to this Agreement among the Borrower, the Administrative Agent and each applicable Lender or Additional Lender shall execute and deliver to the Administrative Agent an amendment to this Agreement Refinancing Lenders providing such Refinancing Loans (such amendment, a “Refinancing Loan Amendment”), which shall be consistent in all respects with the provisions set forth in paragraph (a) above. Each of the parties hereto hereby agrees that this Agreement and such the other documentation as the Administrative Agent shall reasonably specify Financing Documents may be amended pursuant to evidence such Replacement Loans. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each a Refinancing Amendment. Any Refinancing Amendment may, without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Refinancing Loans incurred pursuant thereto and (ii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.242.12, including any amendments necessary to establish and the applicable Replacement Loans as a new Borrowing or tranche of Term Loans or revolving loans and such other technical amendments as may be necessary or appropriate in the reasonable opinion of Required Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment. Each Refinancing Loan Amendment shall be binding on the Lenders, the Loan Parties and the Borrower in connection with the establishment of such Borrowings or tranches (including, if desirable, to preserve the pro rata treatment of the refinanced and non-refinanced tranches), in each case on terms consistent with this Section 2.24other parties hereto. (ed) This Section 2.24 shall supersede any provisions in Section 2.18 or 9.08 Notwithstanding anything to the contrarycontrary herein, the Borrower shall not prepay any Refinancing Loans until all Initial Loans have been indefeasibly paid in full in cash.

Refinancing Loans. (a) The Borrower Adtalem may, by written notice to the Administrative Agent from time to time, request Replacement Loans and subject to the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed or conditioned), add one or more new term loan facilities to this Agreement (“Refinancing Loans”) pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to Adtalem, to refinance all or a any portion of any existing Borrowing of the Term Loans (the “Refinanced Term Loans”) in an aggregate principal amount not to exceed the aggregate principal amount of the Refinanced Term Loans plus any accrued interest, fees, costs and expenses related thereto (including any original issue discount or upfront fees) and amounts permitted to be incurred as Incremental Term Loans (which shall reduce the Available Incremental Amount on a dollar-for-dollar basis) or otherwise permitted to be incurred B Loan then outstanding under this Agreement. Such notice shall set forth (i) the principal amount of the applicable Replacement Loans (which shall not be less than the Minimum Threshold) and (ii) the date on which the applicable Replacement Loans are Agreement pursuant to be incurred (which shall not be less than ten Business Days nor more than sixty days after the date of such notice (or such longer or shorter periods as the Administrative Agent shall agree)). The Borrower may seek Replacement Loans from existing Lenders (each of which shall be entitled to agree or decline to participate in its sole discretion) or any Additional Lender. (b) It shall be a condition precedent to the incurrence of any Replacement Loans that (i) no Event of Default shall have occurred and be continuing immediately prior to or immediately after giving effect to the incurrence of such Replacement Loans, (ii) the representations and warranties set forth in Article III and in each other Loan Document shall be true and correct in all material respects on and as of the date such Replacement Loans are made, (iii) the terms of the Replacement Loans shall comply with Section 2.24(c) and (iv) substantially concurrently with the incurrence of any such Replacement Loans, 100% of the Net Cash Proceeds thereof shall be applied to repay the Refinanced Term Loans (including accrued interest, fees and premiums (if any) payable in connection therewith). (c) The terms of any Replacement Loans shall be determined by the Borrower and the applicable Lenders or Additional Lenders and set forth in a Refinancing Amendment; provided that such Refinancing Loans: (i) shall rank pari passu in right of payment with the aggregate principal amount of such Replacement other Loans shall not exceed the aggregate principal amount of such Refinanced Term Loans plus any accrued interest, fees, costs and expenses related thereto (including any original issue discount or upfront fees) and amounts permitted to be incurred as Incremental Term Loans (which shall reduce the Available Incremental Amount on a dollar-for-dollar basis) or otherwise permitted to be incurred under this Agreement, Commitments hereunder; (ii) the final maturity date of any Replacement Loans shall not be earlier than the maturity or termination date of the applicable Refinanced Term Loans, Guaranteed by any Person that is not a Guarantor; (iii) in shall be secured by the case of any Replacement Collateral on an equal and ratable basis with the Obligations; (iv) shall have such pricing terms as may be agreed by Adtalem and the applicable lenders thereof; (v) shall have a maturity date that is not prior to the scheduled Maturity Date for the Term LoansB Loan, and shall have a Weighted Average Life to Maturity that is not shorter than the Weighted Average Life to Maturity of the Replacement Term Loans shall be no shorter than the remaining Weighted Average Life B Loan being refinanced; (vi) subject to Maturity of the Refinanced Term Loans (without giving effect to annual amortization on any Refinanced Term Loans not in excess of 1% of the principal amount thereof), clauses (iv) the Replacement Loans will be unsecured or, if the Refinanced Term Loans were pari passu in right of payment and of security with the Term Loans, rank pari passu in right of payment and of security with the Term Loans, (v) none of the obligors or guarantors with respect thereto above, shall be a Person that is not a Loan Party (unless such Person is required to become a Loan Party in accordance with Section 5.09), (vi) the interest rate margin, rate floors, fees, original issue discount have terms and premiums applicable to the Replacement Loans shall be determined by the Borrower and the applicable Lenders or Additional Lenders, provided that the All-in Yield on any Replacement Loans shall not exceed the initial All-in Yield for the Refinanced Term Loans, and (vii) the terms of the Replacement Loans conditions (other than as set forth in clause (ipricing) through (vi) above) shall be that are substantially identical to, or less favorable to the Lenders or Additional Lenders lenders providing such Replacement Refinancing Loans than those applicable to than, the terms and conditions of the Term B Loan being refinanced (unless such Refinanced Term Loans, except terms are reasonably acceptable to the extent necessary Administrative Agent); and (vii) the Net Cash Proceeds of such Refinancing Loans shall be applied, substantially concurrently with the incurrence thereof, to the prepayment of the Term B Loan being so refinanced, in each case in the manner set forth in Section 2.5(c); provided however, that such Refinancing Loans (x) may provide for any additional or different financial or other covenants or other provisions that are agreed among Adtalem and other terms the lenders thereof and applicable to any period occurring entirely only during periods after the latest final maturity Maturity Date of any of the Loans (and Commitments) that remain outstanding after giving effect to such Refinancing Loans or the date on which all non- refinanced Obligations are paid in full and (y) shall not have a principal or commitment amount (or accreted value) greater than the principal amount of the Term B Loan being refinanced (plus accrued interest, fees, discounts, premiums or expenses payable in connection therewith). (b) Adtalem shall make any request for Refinancing Loans pursuant to a written notice to the Administrative Agent specifying in effect immediately prior reasonable detail the proposed terms thereof. No Lender shall have any obligation hereunder to provide Refinancing Loans. To achieve the full amount of a requested issuance of Refinancing Loans, and subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld, delayed or conditioned), Adtalem may invite additional Eligible Assignees to become Lenders in respect of such refinancing; provided, howeverRefinancing Loans pursuant to a joinder agreement to this Agreement in form and substance reasonably satisfactory to the Administrative Agent. (c) The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.2 and, to the extent that any financial maintenance covenant is added for reasonably requested by the benefit of any Replacement LoansAdministrative Agent, no consent shall be required from receipt by the Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements, including any supplements or any Lender amendments to the extent that Collateral Documents providing for such financial maintenance covenant is also added for the benefit of the corresponding existing Term Loans; provided, further, that the Required Refinancing Loans to be secured thereby. The Lenders hereby expressly authorize the Administrative Agent to enter into any amendments to this Agreement and the other Loan Documents with Adtalem as may be necessary in order to establish new tranches of Refinancing Loans and to make such amendment implementing technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and Adtalem in connection with the establishment of such new tranches, in each case on terms consistent with this additional financial maintenance covenant upon the Borrower’s request for such an amendmentSection 2.18. (d) In connection with any Replacement Each class of Refinancing Loans pursuant to incurred under this Section 2.242.18 shall be in an aggregate principal amount that is (i) not less than $50,000,000 and (ii) an integral multiple of $10,000,000 in excess thereof. (e) Each of the parties hereto hereby agrees that, the Borrower, the Administrative Agent and each applicable Lender or Additional Lender shall execute and deliver to the Administrative Agent an amendment to this Agreement (such amendment, a “Refinancing Amendment”) and such other documentation as the Administrative Agent shall reasonably specify to evidence such Replacement Loans. The Administrative Agent shall promptly notify each Lender as to upon the effectiveness of each any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Refinancing Loans incurred pursuant thereto (including the addition of such Refinancing Loans as a separate class of “Loan” hereunder and treated in a manner consistent with the Term B Loan being refinanced, including for purposes of prepayments and voting). Any Refinancing Amendment may, without the consent of any Person other Lendersthan Adtalem, the Administrative Agent and the Lenders providing such Refinancing Loans, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the BorrowerAdtalem, to effect the provisions of this Section 2.24, including any amendments necessary to establish the applicable Replacement Loans as a new Borrowing or tranche of Term Loans or revolving loans and such other technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrower in connection with the establishment of such Borrowings or tranches (including, if desirable, to preserve the pro rata treatment of the refinanced and non-refinanced tranches), in each case on terms consistent with this Section 2.242.18. (e) This Section 2.24 shall supersede any provisions in Section 2.18 or 9.08 to the contrary.

Refinancing Loans. (a) The Borrower may, may from time to time add one or more new term loan facilities to this Agreement (“Refinancing Loans”) pursuant to procedures specified by written notice to the Administrative Agent from time to time, request Replacement Loans to refinance all or a any portion of any existing Borrowing of the outstanding Term Loans Loan or Incremental Term Facilities then in effect (the portion being refinanced, the “Refinanced Term Loans”) in an aggregate pursuant to a Refinancing Amendment; provided that: (i) such Refinancing Loans shall not have a principal or commitment amount not to exceed the aggregate principal amount of (or accreted value) greater than the Refinanced Term Loans plus any (excluding accrued interest, fees, costs and expenses related thereto discounts, premiums or expenses); (including ii) no existing Lender shall be under any original issue discount or upfront feesobligation to provide a commitment to such Refinancing Loans; (iii) and amounts permitted each Person providing a commitment to be incurred such Refinancing Loans must qualify as Incremental Term Loans an Eligible Assignee; (which shall reduce the Available Incremental Amount on a dollar-for-dollar basis) or otherwise permitted to be incurred under this Agreement. Such notice shall set forth (iiv) the principal amount Borrower shall deliver to the Administrative Agent: (A) a certificate of a Responsible Officer of the Borrower dated as of the date of the applicable Replacement Loans Refinancing Amendment (which shall not be less than 1) certifying and attaching resolutions adopted by the Minimum Threshold) board of directors or equivalent governing body of the Borrower approving such Refinancing Amendment and (ii2) certifying that, before and after giving effect to such Refinancing Amendment, each of the date on which conditions set forth in Section 4.02 are satisfied; (B) such amendments to the applicable Replacement Loans are to be incurred (which shall not be less than ten Business Days nor more than sixty days after the date of such notice (or such longer or shorter periods Collateral Documents as the Administrative Agent shall agree)). The Borrower may seek Replacement Loans from existing Lenders (each of which shall be entitled request to agree or decline cause the Collateral Documents to participate in its sole discretion) or any Additional Lender. (b) It shall be a condition precedent to secure the incurrence of any Replacement Loans that (i) no Event of Default shall have occurred and be continuing immediately prior to or immediately Obligations after giving effect to such Refinancing Amendment; and (C) such opinions of legal counsel to the incurrence of such Replacement LoansBorrower as the Administrative Agent may request, (ii) addressed to the representations Administrative Agent and warranties set forth in Article III and in each other Loan Document shall be true and correct in all material respects on and Lender, dated as of the effective date of such Replacement Loans are madeRefinancing Amendment, in form and substance satisfactory to the Administrative Agent; (iiiv) the terms of the Replacement Loans shall comply a fully-executed Refinancing Amendment with Section 2.24(crespect to such Refinancing Loans; (vi) and (iv) substantially concurrently with the incurrence of any such Replacement Loans, 100% of the Net Cash Proceeds thereof shall be applied to repay the Refinanced Term Refinancing Loans (including accrued interest, fees and premiums (if anyA) payable in connection therewith). (c) The terms of any Replacement Loans shall be determined by the Borrower and the applicable Lenders or Additional Lenders and set forth in a Refinancing Amendment; provided that (i) the aggregate principal amount of such Replacement Loans shall not exceed the aggregate principal amount of such Refinanced Term Loans plus any accrued interest, fees, costs and expenses related thereto (including any original issue discount or upfront fees) and amounts permitted to be incurred as Incremental Term Loans (which shall reduce the Available Incremental Amount on a dollar-for-dollar basis) or otherwise permitted to be incurred under this Agreement, (ii) the final maturity date of any Replacement Loans shall not be earlier than the maturity or termination date of the applicable Refinanced Term Loans, (iii) in the case of any Replacement Term Loans, the Weighted Average Life to Maturity of the Replacement Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Refinanced Term Loans (without giving effect to annual amortization on any Refinanced Term Loans not in excess of 1% of the principal amount thereof), (iv) the Replacement Loans will be unsecured or, if the Refinanced Term Loans were pari passu in right of payment and of security with the Term Loans, rank pari passu in right of payment as the other Loans and Commitments; (B) shall not be Guaranteed by any Person; and (C) shall be secured by the Collateral on an equal and ratable basis with the Obligations; (vii) such Refinancing Loans shall share ratably in any mandatory prepayments of security the Term Loan and any Incremental Term Facilities pursuant to Section 2.05 (or otherwise provide for more favorable prepayment treatment for the remaining then-outstanding Term Loan and Incremental Term Facilities) and shall have ratable voting rights with the Term LoansLoan and any Incremental Term Facilities (or otherwise provide for more favorable voting rights for the remaining then-outstanding Term Loan and Incremental Term Facilities); (viii) such Refinancing Loans shall have such interest rates, (v) none of the obligors or guarantors with respect thereto shall be a Person that is not a Loan Party (unless such Person is required to become a Loan Party in accordance with Section 5.09), (vi) the interest rate margin, rate floorsmargins, fees, original issue discount discounts, prepayment premiums, amortization and premiums applicable to the Replacement Loans shall be determined a final maturity date as agreed by the Borrower and the applicable Lenders or Additional Lendersproviding such Refinancing Loans, provided that the All-in Yield on any Replacement such Refinancing Loans shall not exceed have a maturity date that is prior to the initial All-in Yield for maturity date of, and shall not have a Weighted Average Life that is shorter than the Weighted Average Life of, the Refinanced Term Loans, and ; (viiix) the terms of the Replacement Loans (other than as set forth in subject to clause (i) through (viviii) above) shall be , such Refinancing Loans will have terms and conditions that are substantially identical to, or less favorable to the Lenders or Additional Lenders providing such Replacement Refinancing Loans than those applicable to such Refinanced Term Loansthan, except to the extent necessary to provide for covenants terms and other terms applicable to any period occurring entirely after the latest final maturity conditions of the Term Loans in effect immediately prior to such refinancingRefinanced Loans; provided, however, that such Refinancing Loans may provide for any additional or different financial or other covenants or other provisions that are agreed among the Borrower and the Lenders providing such Refinancing Loans and applicable only during periods after the latest maturity of the Refinanced Loans; and (x) substantially concurrently with the incurrence of such Refinancing Loans, (A) the Borrower shall apply the aggregate cash proceeds of such Refinancing Loans (net of reasonable direct costs incurred in connection therewith, including legal, accounting and investment banking fees and other professional fees, commissions and expenses) to the extent that prepayment of the Refinanced Loans and (B) the Borrower shall pay any financial maintenance covenant is added for the benefit amount required pursuant to Section 3.05 as a result of any Replacement Loans, no consent shall be required from the Administrative Agent or any Lender to the extent that such financial maintenance covenant is also added for the benefit prepayment of the corresponding existing Term Refinanced Loans; provided, further, that the Required . (b) The Lenders hereby expressly authorize the Administrative Agent to enter into any into, and the Lenders agree that this Agreement and the other Loan Documents shall be amended by, such amendment implementing this additional financial maintenance covenant upon Refinancing Amendments to the Borrower’s request for such an amendment. extent (dand only to the extent) In connection with any Replacement Loans pursuant to this Section 2.24, the Borrower, the Administrative Agent and each applicable Lender or Additional Lender shall execute and deliver deems necessary in order to establish Refinancing Loans on terms consistent with and/or to effect the Administrative Agent an amendment to provisions of this Agreement (such amendment, a “Refinancing Amendment”) and such other documentation as the Administrative Agent shall reasonably specify to evidence such Replacement LoansSection 2.16. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.24, including any amendments necessary to establish the applicable Replacement Loans as a new Borrowing or tranche of Term Loans or revolving loans and such other technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrower in connection with the establishment of such Borrowings or tranches (including, if desirable, to preserve the pro rata treatment of the refinanced and non-refinanced tranches), in each case on terms consistent with this Section 2.24. (e) This Section 2.24 shall supersede any provisions in Section 2.18 or 9.08 to the contrary.

Refinancing Loans. (a) The Borrower may, may by written notice to the Administrative Agent from time to time, request Replacement Loans the establishment of one or more additional tranches of loans under this Agreement (“Refinancing Loans”) to refinance all or a portion of any existing Borrowing of Term outstanding Loans (such existing Loans being refinanced, the “Refinanced Term LoansDebt”). Each such notice shall (1) specify (x) the date (each, a “Refinancing Effective Date”) on which the Borrower proposes that the Refinancing Loans shall be made, which shall be a date not less than sixty (60) days after the date on which such notice is delivered to the Administrative Agent, (y) the type and amount of outstanding Loans the Borrower is requesting to refinance, and (z) the other proposed terms of the Refinancing Loans and (2) certify that the Borrower in compliance with the Borrowing Base Requirement; provided that: (i) before and after giving effect to the borrowing of such Refinancing Loans on the Refinancing Effective Date each of the conditions set forth in Section 3.1 and Section 3.2 shall be satisfied; (ii) any request for Refinancing Loans shall be in an aggregate amount not less than $25,000,000; (iii) the terms and conditions applicable to such Refinancing Loans shall be identical in all respects to the terms and conditions set forth in Appendix 1, Appendix 2 and Appendix 3 of this Agreement (and any related provision or definition under this Agreement or any other Financing Document) with respect to the subject matter thereof; (iv) such Refinancing Loans have a maturity no earlier than the Refinanced Debt; (v) such Refinancing Loans shall not have a greater principal amount not to exceed than the aggregate principal amount of the Refinanced Term Loans plus any accrued interest, fees, costs and expenses related thereto (including any original issue discount or upfront fees) and amounts permitted to be incurred as Incremental Term Loans (which shall reduce the Available Incremental Amount on a dollar-for-dollar basis) or otherwise permitted to be incurred under this Agreement. Such notice shall set forth (i) the principal amount of the applicable Replacement Loans (which shall not be less than the Minimum Threshold) and (ii) the date on which the applicable Replacement Loans are to be incurred (which shall not be less than ten Business Days nor more than sixty days after the date of such notice (or such longer or shorter periods as the Administrative Agent shall agree)). The Borrower may seek Replacement Loans from existing Lenders (each of which shall be entitled to agree or decline to participate in its sole discretion) or any Additional Lender.Debt; (bvi) It shall be a condition precedent to the incurrence of any Replacement Loans that (i) no Event of Default shall have occurred and be continuing immediately prior to or immediately after giving effect to the incurrence of such Replacement Loans, (ii) the representations and warranties set forth except as described in Article III and in each other Loan Document shall be true and correct in all material respects on and as of the date such Replacement Loans are made, clauses (iii) the terms of the Replacement Loans shall comply with Section 2.24(c) and (iv) substantially concurrently with the incurrence of any such Replacement Loans, 100% of the Net Cash Proceeds thereof shall be applied to repay the Refinanced Term Loans (including accrued interest, fees and premiums (if any) payable in connection therewith). (c) The terms of any Replacement Loans shall be determined by the Borrower and the applicable Lenders or Additional Lenders and set forth in a Refinancing Amendment; provided that (i) the aggregate principal amount of such Replacement Loans shall not exceed the aggregate principal amount of such Refinanced Term Loans plus any accrued interest, fees, costs and expenses related thereto (including any original issue discount or upfront fees) and amounts permitted to be incurred as Incremental Term Loans (which shall reduce the Available Incremental Amount on a dollar-for-dollar basis) or otherwise permitted to be incurred under this Agreement, (ii) the final maturity date of any Replacement Loans shall not be earlier than the maturity or termination date of the applicable Refinanced Term Loans, (iii) in the case of any Replacement Term Loans, the Weighted Average Life to Maturity of the Replacement Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Refinanced Term Loans (without giving effect to annual amortization on any Refinanced Term Loans not in excess of 1% of the principal amount thereof), (iv) the Replacement Loans will be unsecured or, if the Refinanced Term Loans were pari passu in right of payment and of security with the Term Loans, rank pari passu in right of payment and of security with the Term Loans, (v) none of above, all other terms applicable to such Refinancing Loans as set forth in the obligors or guarantors with respect thereto Refinancing Amendment (other than provisions relating to original issue discount, upfront fees and interest rates which shall be a Person that is not a Loan Party (unless such Person is required to become a Loan Party in accordance with Section 5.09), (vi) the interest rate margin, rate floors, fees, original issue discount and premiums applicable to the Replacement Loans shall be determined by as agreed between the Borrower and the applicable Lenders or Additional Lenders, provided that the All-in Yield on any Replacement Loans shall not exceed the initial All-in Yield for the Refinanced Term lenders providing such Refinancing Loans, and (vii) the terms of the Replacement Loans (other than as set forth in clause (i) through (vi) above) shall be substantially identical to, or less favorable to the Lenders or Additional Lenders lenders providing such Replacement Refinancing Loans than than, those applicable to such Refinanced Term Loans, the then outstanding Loans except to the extent necessary to provide for [***] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND FILED SEPARATELY WITH THE COMMISSION. such covenants and other terms applicable apply solely to any period occurring entirely after the latest final maturity Latest Maturity Date of the Term Loans in effect on the Refinancing Effective Date immediately prior to the borrowing of such refinancing; provided, however, Refinancing Loans; (vii) the Loan Parties and the Collateral Agent shall enter into such amendments to the extent Collateral Documents as may be requested by the Collateral Agent (which shall not require any consent from any Lender) in order to ensure that any financial maintenance covenant is added for the benefit of any Replacement Loans, no consent shall be required from the Administrative Agent or any Lender to the extent that such financial maintenance covenant is also added for Refinancing Loans are provided with the benefit of the corresponding existing Term applicable Collateral Documents and shall deliver such other documents, certificates and opinions of counsel in connection therewith as may be requested by the Collateral Agent; and (viii) On the Refinancing Effective Date, the net proceeds of the Refinancing Loans shall be applied to the repayment of the then outstanding Loans; provided, further, that the Required Lenders hereby expressly authorize the Administrative Agent to enter into any such amendment implementing this additional financial maintenance covenant upon the Borrower’s request for such an amendment. (db) In connection with each Refinancing Request, the Lenders shall have thirty (30) days to accept an offer to provide the requested Refinancing Loans in an amount up to its pro rata share of the outstanding Loans under this Agreement by delivering written confirmation to the Administrative Agent, and in the event that any Replacement one or more Lenders declines to provide Refinancing Loans in an amount equal to its full pro rata share of the Refinancing Loans requested, the Administrative Agent shall offer the other Lenders the opportunity to provide further Refinancing Loans in an aggregate amount equal to the remaining requested amount; during the foregoing period, the Borrower shall not approach any other Person in connection with its Refinancing Request. Thereafter, the Borrower may approach any Lender or any other Person that would be a permitted Assignee pursuant to Section 9.15 (without consideration of any Borrower approval required by Section 9.15) to provide all or a portion of the requested Refinancing Loans (each, together with any Lender who delivers a confirmation pursuant to the first sentence of this Section 2.24clause (b), a “Refinancing Lender”); provided that any Lender offered or approached to provide all or a portion of the Refinancing Loans may elect or decline, in its sole discretion, to provide a Refinancing Loan. Each Refinancing Loan incurred on a Refinancing Effective Date shall have identical terms and conditions to each other Refinancing Loan incurred on such Refinancing Effective Date. Any Refinancing Loan made on any Refinancing Effective Date shall be designated Refinancing Loans for all purposes of this Agreement. (c) The Refinancing Loans shall be established pursuant to an amendment to this Agreement among the Borrower, the Administrative Agent and each applicable Lender or Additional Lender shall execute and deliver to the Administrative Agent an amendment to this Agreement Refinancing Lenders providing such Refinancing Loans (such amendment, a “Refinancing Loan Amendment”), which shall be consistent in all respects with the provisions set forth in paragraph (a) above. Each of the parties hereto hereby agrees that this Agreement and such the other documentation as the Administrative Agent shall reasonably specify Financing Documents may be amended pursuant to evidence such Replacement Loans. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each a Refinancing Amendment. Any Refinancing Amendment may, without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Refinancing Loans incurred pursuant thereto and (ii) effect such other amendments to this Agreement and the other Loan Financing Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.242.12, including any amendments necessary to establish and the applicable Replacement Loans as a new Borrowing or tranche of Term Loans or revolving loans and such other technical amendments as may be necessary or appropriate in the reasonable opinion of Majority Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment. Each Refinancing Loan Amendment shall be binding on the Lenders, the Loan Parties and the Borrower in connection with the establishment of such Borrowings or tranches (including, if desirable, to preserve the pro rata treatment of the refinanced and non-refinanced tranches), in each case on terms consistent with this Section 2.24other parties hereto. [***] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND FILED SEPARATELY WITH THE COMMISSION. (ed) This Section 2.24 shall supersede any provisions in Section 2.18 or 9.08 Notwithstanding anything to the contrarycontrary herein, the Borrower shall not prepay any Refinancing Loans until all Initial Loans have been indefeasibly paid in full in cash and the Closing Date Commitments have been terminated.

Refinancing Loans. (a) The Borrower may, by written notice to the Administrative Agent from time to time, request Replacement Loans to refinance all or a portion of any existing Borrowing class of Term Loans (the “Refinanced Term Loans”) in an aggregate principal amount not to exceed the aggregate principal amount of the Refinanced Term Loans plus any accrued interest, fees, costs and expenses related thereto (including any original issue discount or upfront fees) and amounts permitted to be incurred as Incremental Term Loans (which shall reduce the Available Incremental Amount on a dollar-for-dollar basis) or otherwise permitted to be incurred under this Agreement). Such notice shall set forth (i) the principal amount of the applicable Replacement Loans (which shall not be less than in minimum increments of $1,000,000 and a minimum amount of $10,000,000 (or the Minimum Thresholdremaining amount of such class of Loans))) and (ii) the date on which the applicable Replacement Loans are to be incurred (which shall not be less than ten Business Days nor more than sixty days after the date of such notice (or such longer or shorter periods as the Administrative Agent shall agree)). The Borrower may seek Replacement Loans from existing Lenders (each of which shall be entitled to agree or decline to participate in its sole discretion) or any Additional Lenderadditional Persons that meet the requirements of an Eligible Assignee. (b) It shall be a condition precedent to the incurrence of any Replacement Loans that (i) no Unmatured Event of Default or Event of Default shall have occurred and be continuing immediately prior to or immediately after giving effect to the incurrence of such Replacement Loans, (ii) the representations and warranties set forth in Article III Section 9 and in each other Loan Document shall be true and correct in all material respects on and as of the date such Replacement Loans are made, (iii) the terms of the Replacement Loans shall comply with paragraph (c) of this Section 2.24(c) and (iv) substantially concurrently with the incurrence of any such Replacement Loans, 100% of the Net Cash Proceeds net cash proceeds thereof shall be applied to repay the Refinanced Term Loans (including accrued interest, fees and premiums (if any) payable in connection therewith). (c) The terms of any Replacement Loans shall be determined by the Borrower and the applicable Lenders or Additional Lenders and set forth in a Refinancing Amendment; provided that (i) the aggregate principal amount of such Replacement Loans shall not exceed the aggregate principal amount of such Refinanced Term Loans plus any accrued interest, fees, costs and expenses related thereto (including any original issue discount or upfront fees) and amounts permitted to be incurred as Incremental Term Loans (which shall reduce the Available Incremental Amount on a dollar-for-dollar basis) or otherwise permitted to be incurred under this Agreement), (ii) the final maturity date of any Replacement Loans shall not be earlier than the maturity or termination date of the applicable Refinanced Term Loans, (iii) in the case of any Replacement Term Loans, the Weighted Average Life weighted average life to Maturity maturity of the Replacement Term Loans shall be no shorter than the remaining Weighted Average Life weighted average life to Maturity maturity of the Refinanced Term Loans (without giving effect to annual amortization on any Refinanced Term Loans not in excess of 1% of the principal amount thereof)Loans, (iv) the Replacement Loans will be unsecured or, if the Refinanced Term Loans were pari passu in right of payment and of security with the Term Loans, the Replacement Loans may rank pari passu in right of payment and of security with the Term Loans or may be secured on junior lien basis or be unsecured; if the Refinanced Loans were secured on a junior basis to the Loans, the Replacement Loans may be secured on a junior basis to the Loans or unsecured; and if the Refinanced Loans were unsecured, the Replacement Loans will be unsecured, (v) none of the obligors or guarantors with respect thereto shall be a Person that is not a Loan Party (unless such Person is required to become a Loan Party in accordance with Section 5.0910.24), (vi) the interest rate margin, rate floors, fees, original issue discount and premiums applicable to the Replacement Loans shall be determined by the Borrower and the applicable Lenders or Additional Lenders, provided that the All-in Yield on any Replacement Loans shall not exceed the initial All-in Yield for the Refinanced Term Loans, and (vii) the terms of the Replacement Loans (other than as set forth in clause (i) through (vi) above) shall be substantially identical to, or less no more favorable (taken as a whole) to the Lenders or Additional Lenders providing such Replacement Loans than those applicable to such Refinanced Term Loans, except to the extent necessary to provide for covenants and other terms applicable to any period occurring entirely after the latest final maturity of the Term Loans in effect immediately prior to such refinancing; provided, however, to the extent that any financial maintenance covenant is added for the benefit of any Replacement Loans, no consent shall be required from the Administrative Agent or any Lender to the extent that such financial maintenance covenant is also added for the benefit of the corresponding existing Term Loans; provided, further, that the Required Lenders hereby expressly authorize the Administrative Agent to enter into any such amendment implementing this additional financial maintenance covenant upon the Borrower’s request for such an amendment. (d) In connection with any Replacement Loans pursuant to this Section 2.242.5, the Borrower, the Administrative Agent and each applicable Lender or Additional Lender providing Replacement Loans shall execute and deliver to the Administrative Agent an amendment to this Agreement (such amendment, a “Refinancing Amendment”) and such other documentation as the Administrative Agent shall reasonably specify to evidence such Replacement Loans. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.242.5, including any amendments necessary to establish the applicable Replacement Loans as a new Borrowing class or tranche of Term Loans or revolving loans and such other technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrower in connection with the establishment of such Borrowings classes or tranches (including, if desirable, to preserve the pro rata treatment of the refinanced and non-refinanced tranches), in each case on terms consistent with this Section 2.24. (e) This Section 2.24 shall supersede any provisions 2.5, notwithstanding anything to the contrary set forth in Section 2.18 or 9.08 to the contrary13.1.

Refinancing Loans. (a) The In the event that any Prepetition Issuer makes any Prepetition L/C Disbursement or related payment under any drawn Prepetition Letter of Credit listed on SCHEDULE III (PREPETITION LETTERS OF CREDIT), such Prepetition Issuer is not reimbursed by the Borrower mayfor such payment within the time period specified in the Prepetition Credit Agreement and, thereafter, any Participating Prepetition Lender funds an amount (a "PREPETITION L/C REIMBURSEMENT LOAN") equal to its Prepetition Pro Rata Percentage of such Prepetition L/C Disbursement in order to reimburse such Prepetition Issuer, then, without modifying Old WGI's obligation to repay all such Prepetition L/C Reimbursement Loans as required by written notice the terms of the Prepetition Credit Agreement, the Confirmation Order and applicable Requirements of Law, each Lender shall, immediately and without any action by the Borrower, pay to the Administrative Agent from time for the account of each Participating Prepetition Lender an amount equal to timesuch Lender's Ratable Portion of each Prepetition L/C Reimbursement Loan owing to such Participating Prepetition Lender. Upon such payment, request Replacement Loans to refinance all and notwithstanding whether or a portion of any existing Borrowing of Term Loans not the conditions precedent set forth in SECTION 3.1 (CONDITIONS PRECEDENT TO EACH LOAN AND LETTER OF CREDIT) shall 41 have been satisfied (which conditions precedent the “Refinanced Term Loans”) in an aggregate principal amount not to exceed the aggregate principal amount of the Refinanced Term Loans plus any accrued interestLenders irrevocably waive), fees, costs and expenses related thereto (including any original issue discount or upfront fees) and amounts permitted each such payment shall be deemed to be incurred as Incremental Term Loans a Revolving Loan (which shall reduce a "REFINANCING LOAN") to the Available Incremental Amount on a dollar-for-dollar basis) or otherwise permitted to be incurred under this Agreement. Such notice shall set forth (i) the principal amount of the applicable Replacement Loans (which shall not be less than the Minimum Threshold) and (ii) the date on which the applicable Replacement Loans are to be incurred (which shall not be less than ten Business Days nor more than sixty days after the date of such notice (or such longer or shorter periods as the Administrative Agent shall agree)). The Borrower may seek Replacement Loans from existing Lenders (each of which shall be entitled to agree or decline to participate in its sole discretion) or any Additional LenderBorrower. (b) It Notwithstanding the foregoing, no Lender shall be obligated to make any payment that would result in a condition precedent to Refinancing Loan exceeding such Lender's Commitment or such Lender's Ratable Portion of the incurrence of any Replacement Loans that Available Credit at such time (i) no Event of Default shall have occurred and be continuing immediately prior to or immediately in each case after giving effect to the incurrence of such Replacement Loans, (ii) the representations and warranties set forth in Article III and in each other Loan Document shall be true and correct in all material respects on and as of the date such Replacement Loans are made, (iii) the terms of the Replacement Loans shall comply with Section 2.24(c) and (iv) substantially concurrently with the incurrence of any such Replacement Loans, 100% of the Net Cash Proceeds thereof shall be applied to repay the Refinanced Term Loans (including accrued interest, fees and premiums (if any) payable in connection therewithpayment). (c) The terms Borrower may not repay any Refinancing Loan unless all the outstanding amounts funded by Non-Participating Prepetition Lenders to repay the Prepetition L/C Disbursement related to such Refinancing Loan are repaid concurrently therewith. Whenever any Prepetition Issuer receives any payment of a Prepetition L/C Disbursement from the Borrower, the Prepetition Issuer will pay to each Prepetition Revolving Lender, in immediately available funds, any Replacement Loans shall be determined by amount equal to such Prepetition Revolving Lender's Prepetition Pro Rata Percentage of the Borrower and the applicable Lenders or Additional Lenders and set forth in a Refinancing Amendment; provided that (i) the aggregate principal amount of such Replacement Loans shall not exceed payment adjusted, if necessary, to reflect the aggregate principal amount respective amounts the Prepetition Revolving Lenders have paid in respect of such Refinanced Term Prepetition L/C Disbursement. (d) Each Participating Prepetition Lender agrees that Refinancing Loans plus owed to it shall substitute for any accrued interestclaim such Prepetition Lender may have under the Prepetition L/C Reimbursement Loans. For accounting purposes, fees, costs and expenses related thereto (including any original issue discount or upfront fees) and amounts permitted to be incurred as Incremental Term Loans (which shall reduce the Available Incremental Amount on a dollar-for-dollar basis) or otherwise permitted to be incurred under this Agreement, (ii) the final maturity date of any Replacement Loans shall Borrower will not be earlier than the maturity or termination date of the applicable Refinanced Term Loans, (iii) in the case of any Replacement Term Loans, the Weighted Average Life to Maturity of the Replacement Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Refinanced Term Loans (without giving effect to annual amortization on any Refinanced Term Loans not in excess of 1% of the principal amount thereof), (iv) the Replacement Loans will be unsecured or, if the Refinanced Term Loans were pari passu in right of payment and of security with the Term Loans, rank pari passu in right of payment and of security with the Term Loans, (v) none of the obligors or guarantors with respect thereto shall be a Person that is not a Loan Party (unless such Person is required to become a Loan Party double-count obligations incurred in accordance with Section 5.09), respect of both Prepetition L/C Reimbursement Loans and Refinancing Loans regardless of whether more than one such loan may be outstanding from time to time. (vie) the interest rate margin, rate floors, fees, original issue discount and premiums applicable to the Replacement Loans shall be determined by the Borrower and the applicable Lenders or Additional Lenders, provided that the All-in Yield on any Replacement Loans shall not exceed the initial All-in Yield for the Refinanced Term Loans, and (vii) the terms of the Replacement Loans (other Other than as set forth in clause this CLAUSE (E), nothing in this SECTION 2.5 (REFINANCING LOANS) shall or is intended to restrict or modify Old WGI or the Borrower's obligation to pay its debts under the Prepetition Credit Agreement as such debts fall due (other than the substitution set forth herein). The Borrower, Old WGI, CSFB, in its capacity as agent under the Prepetition Credit Agreement, all Loan Parties and all Participating Prepetition Lenders hereby (i) through (vi) above) shall be substantially identical to, or less favorable consent under the Prepetition Credit Agreement to the Lenders or Additional Lenders providing such Replacement Loans than those applicable execution of this Agreement and the consummation of all transactions contemplated and permitted hereby and by the Loan Documents, (ii)(A) amend the Prepetition Credit Agreement to such Refinanced Term Loansdelete Articles III, except IV, and clauses (a), (i), (j), (k) and (l) of Article VII in their entirety, (B) amend Articles V and VI thereto to the extent necessary to provide for covenants ensure that any of the obligations in such Articles are not inconsistent with, or more onerous to the Borrower than, the corresponding provisions in ARTICLES VII (AFFIRMATIVE COVENANTS) and other terms applicable VIII (NEGATIVE COVENANTS) of this Agreement, in which case the provisions in this Agreement shall apply as if such provisions were incorporated by reference therein, (iii) waive all defaults and events of default under the Prepetition Credit Agreement arising prior to the Closing Date, (iv) confirm that all commitments under the Prepetition Credit Agreement have been and remain terminated, (v) agree that they shall not extend, amend or renew the Prepetition Letters of Credit or authorize or agree to any period occurring entirely after such action and (vi) affirm and renew the latest final maturity obligations of the Term Loans Borrower to pay "Issuing Bank Fees" (under and as defined in effect immediately prior the Prepetition Credit Agreement) to such refinancing; provided, however, Prepetition Issuers in respect of the Prepetition Letters of Credit under the Prepetition Credit Agreement to the extent that any financial maintenance covenant is added for such fees relate to periods on or after the benefit of any Replacement Loans, no consent shall be required from the Administrative Agent or any Lender to the extent that such financial maintenance covenant is also added for the benefit of the corresponding existing Term Loans; provided, further, that the Required Lenders hereby expressly authorize the Administrative Agent to enter into any such amendment implementing this additional financial maintenance covenant upon the Borrower’s request for such an amendmentClosing Date. (d) In connection with any Replacement Loans pursuant to this Section 2.24, the Borrower, the Administrative Agent and each applicable Lender or Additional Lender shall execute and deliver to the Administrative Agent an amendment to this Agreement (such amendment, a “Refinancing Amendment”) and such other documentation as the Administrative Agent shall reasonably specify to evidence such Replacement Loans. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.24, including any amendments necessary to establish the applicable Replacement Loans as a new Borrowing or tranche of Term Loans or revolving loans and such other technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrower in connection with the establishment of such Borrowings or tranches (including, if desirable, to preserve the pro rata treatment of the refinanced and non-refinanced tranches), in each case on terms consistent with this Section 2.24. (e) This Section 2.24 shall supersede any provisions in Section 2.18 or 9.08 to the contrary.