Common use of Refinancing Term Loans Clause in Contracts

Refinancing Term Loans. The Borrower may by written notice to Administrative Agent elect to request the establishment of one or more additional tranches of term loans denominated in Dollars under this Agreement (“Refinancing Term Loans”) to refinance an outstanding Class of Term Loans. Each such notice shall specify the date (each, a “Refinancing Effective Date”) on which the Borrower proposes that the Refinancing Term Loans shall be made, which shall be a date not less than five Business Days after the date on which such notice is delivered to the Administrative Agent; provided that: before and after giving effect to the borrowing of such Refinancing Term Loans on the Refinancing Effective Date each of the conditions set forth in Section 4.01 shall be satisfied; such Refinancing Term Loans shall mature no earlier than, and the Weighted Average Life to Maturity of such Refinancing Term Loans shall not be shorter than the then remaining Weighted Average Life to Maturity of the Term B Loans at the time of such refinancing; all other terms applicable to such Refinancing Term Loans (other than provisions relating to original issue discount, upfront fees and interest rates which shall be as agreed between the Borrower and the Lenders providing such Refinancing Term Loans) shall be substantially identical to, or less favorable to the Lenders providing such Refinancing Term Loans than, those applicable to the then outstanding Term Loans of the applicable Class except to the extent such covenants and other terms apply solely to any period after the latest final maturity of all Classes of Term Loans and Revolving Commitments in effect on the Refinancing Effective Date immediately prior to the borrowing of such Refinancing Term Loans; the Loan Parties and the Collateral Agent shall enter into such amendments to the Collateral Documents as may be requested by the Collateral Agent (which shall not require any consent from any Lender) in order to ensure that the Refinancing Term Loans are provided with the benefit of the 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 the Net Proceeds of the Refinancing Term Loans shall be applied to the repayment of the then outstanding Term Loans in accordance with Section 2.05(b). The Borrower may approach any Lender or any other Person that would be a permitted Assignee pursuant to Section 10.07 to provide all or a portion of the Refinancing Term Loans (a “Refinancing Term Lender”); provided that any Lender offered or approached to provide all or a portion of the Refinancing Term Loans may elect or decline, in its sole discretion, to provide a Refinancing Term Loan. Any Refinancing Term Loans made on any Refinancing Effective Date shall be designated a Class of Refinancing Term Loans for all purposes of this Agreement; provided that any Refinancing Term Loans may, to the extent provided in the applicable Refinancing Term Loan Amendment, be designated as an increase in any previously established Class of Term Loans made to the Borrower that were Refinancing Term Loans. The Refinancing Term Loans shall be established pursuant to an amendment to this Agreement among the Borrower, the Administrative Agent and the Refinancing Term Lenders providing such Refinancing Term Loans (a “Refinancing Term Loan Amendment”) which shall be consistent with the provisions set forth in paragraph (a) above (which shall not require the consent of any other Lender). Each Refinancing Term Loan Amendment shall be binding on the Lenders, the Loan Parties and the other parties hereto. This Section 2.15 shall supersede any provisions in Section 2.13 or 10.01 to the contrary.

Refinancing Term Loans. (a) The Borrower may at any time and from time to time, by written notice to the Administrative Agent elect to Agent, request the establishment of one or more additional tranches Classes of term loans denominated in Dollars Term Loans under this Agreement or an increase to an existing Class of Term Loans under this Agreement (“Refinancing Term Loans”); provided that: (i) to refinance an outstanding Class the proceeds of Term Loans. Each such notice shall specify the date (each, a “Refinancing Effective Date”) on which the Borrower proposes that the Refinancing Term Loans shall be madeused, which concurrently or substantially concurrently with the incurrence thereof, solely to refinance all or any portion of any outstanding Term Loans; (ii) each Class of Refinancing Term Loans shall be a date in an aggregate amount of not less than five Business Days after $10,000,000 (or such other amount necessary to repay any Class of outstanding Term Loans in full); (iii) such Refinancing Term Loans shall be in an aggregate principal amount not greater than the aggregate principal amount outstanding of Term Loans to be refinanced plus any accrued interest, premiums, fees, costs and expenses related thereto (including any OID or upfront fees); (iv) the final maturity date on which such notice is delivered to the Administrative Agent; provided that: before and after giving effect to the borrowing of such Refinancing Term Loans on shall be later than the Refinancing Effective Date each maturity date of the conditions set forth in Section 4.01 shall be satisfied; such Refinancing Term Loans shall mature no earlier thanbeing refinanced, and the Weighted Average Life to Maturity of such Refinancing Term Loans shall not be shorter longer than the then remaining Weighted Average Life to Maturity of each Class of Term Loans being refinanced; -91- (v) (A) the pricing, rate floors, discounts, fees and optional and mandatory prepayment provisions applicable to such Refinancing Term B Loans at shall be as agreed between the time Borrower and the Refinancing Term Lenders so long as, in the case of any mandatory prepayment provisions, such refinancing; all Refinancing Term Lenders do not participate on a greater than pro rata basis in any such prepayments as compared to Term Lenders holding Term Loans to be refinanced and (B) the covenants and other terms applicable to such Refinancing Term Loans (other than provisions relating to original issue discountexcluding those terms described in the immediately preceding clause (A)), upfront fees and interest rates which shall be as agreed between the Borrower and the Lenders lenders providing such Refinancing Term Loans, shall not be materially more favorable (when taken as a whole) shall be substantially identical to, or less favorable to the Lenders providing such Refinancing Term Loans than, Lenders than those applicable to the any Term Loans then outstanding Term Loans of under this Agreement (as determined by the applicable Class Borrower in good faith), except to the extent such covenants and other terms apply solely to any period after the latest final maturity Latest Maturity Date then applicable to any term loan facility hereunder or such covenants or other terms apply equally for the benefit of all Classes of Term Loans and Revolving Commitments in effect on the Refinancing Effective Date immediately prior other Lenders; (vi) no existing Lender shall be required to the borrowing of such provide any Refinancing Term Loans; (vii) no Refinancing Term Loans shall be guaranteed by any Person that is not a Subsidiary Loan Party or secured by any asset that is not Collateral; and (viii) the Loan Parties Refinancing Term Loans shall rank pari passu in right of payment and of security with the Collateral Agent shall enter into such amendments existing Loans, on terms and pursuant to documentation applicable to the Collateral Documents as may be requested by Term Loans being refinanced. (b) Each such notice shall specify (x) the Collateral Agent date (each, a “Refinancing Term Effective Date”) on which shall not require any consent from any Lender) in order to ensure the Borrower proposes that the Refinancing Term Loans are provided with be made, which shall be a Business Day and (y) the benefit identity of the applicable Collateral Documents and Persons (each of which shall deliver such other documents, certificates and opinions be an Eligible Assignee (for this purpose treating a Lender of counsel in connection therewith Refinancing Term Loans as may be requested by if it were an assignee)) whom the Collateral Agent; and the Net Proceeds of Borrower proposes would provide the Refinancing Term Loans shall be applied to and the repayment of the then outstanding Term Loans in accordance with Section 2.05(b). The Borrower may approach any Lender or any other Person that would be a permitted Assignee pursuant to Section 10.07 to provide all or a portion of the Refinancing Term Loans to be provided by each such Person. On each Refinancing Term Effective Date, each Person with a commitment for a Refinancing Term Loan (each such Person, a “Refinancing Term Lender”); provided that any Lender offered or approached to provide all or a portion of the Refinancing Term Loans may elect or decline, in its sole discretion, to provide ) shall make a Refinancing Term Loan. Any Refinancing Term Loans made on any Refinancing Effective Date shall be designated a Class of Refinancing Term Loans for all purposes of this Agreement; provided that any Refinancing Term Loans may, to the extent provided in the applicable Refinancing Term Loan Amendment, be designated as an increase in any previously established Class of Term Loans made to the Borrower that were Refinancing Term Loansin a principal amount equal to such Person’s commitment therefor. (c) This Section 2.22 shall supersede any provisions in Section 2.18 or Section 9.02 to the contrary. The Refinancing Term Loans shall be established pursuant to documented by an amendment Additional Credit Extension Amendment executed by the Persons providing the Refinancing Term Loans (and the other Persons specified in the definition of Additional Credit Extension Amendment but no other existing Lender), and the Additional Credit Extension Amendment may provide for such amendments to this Agreement among and the Borrowerother Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Refinancing Term Lenders providing such Refinancing Term Loans (a “Refinancing Term Loan Amendment”) which shall be consistent with Borrower, to effect the provisions set forth in paragraph (a) above (which shall not require the consent of any other Lender). Each Refinancing Term Loan Amendment shall be binding on the Lenders, the Loan Parties and the other parties hereto. This this Section 2.15 shall supersede any provisions in Section 2.13 or 10.01 to the contrary2.22.

Refinancing Term Loans. (a) The Borrower may from time to time by written notice to the Administrative Agent elect to request the establishment of one or more additional tranches Tranches of term loans denominated in Dollars Term Loans under this Agreement (“Refinancing Term Loans”) to refinance an outstanding Class ), which refinance, renew, replace, defease or refund all or any portion of one or more Tranches of Term Loans under this Agreement selected by the Borrower; provided, that such Refinancing Term Loans may not be in an amount greater than the aggregate principal amount of the Term Loans being refinanced, renewed, replaced, defeased or refunded plus unpaid accrued interest and premium (if any) thereon and upfront fees, original issue discount, underwriting discounts, fees, commissions and expenses incurred in connection with the Refinancing Term Loans; provided that such aggregate principal amount may also be increased to the extent such additional amount is capable of being incurred at such time pursuant to Section 2.15 and such excess incurrence shall for all purposes hereof be an incurrence under the relevant subclauses of Section 2.15. Each such notice shall specify the date (each, a “Refinancing Effective Date”) on which the Borrower proposes that the Refinancing Term Loans shall be made, which shall be a date not less than five three (3) Business Days after the date on which such notice is delivered to the Administrative Agent; provided that: before and after giving effect to (i) except in the borrowing case of such Refinancing Term Loans on the Refinancing Effective Date each of the conditions set forth in Section 4.01 shall be satisfied; such Refinancing Term Loans shall mature no earlier thanExtendable Bridge Loans, and the Weighted Average Life to Maturity of such Refinancing Term Loans shall not be shorter than the then remaining Weighted Average Life to Maturity of the Term B Loans at the time of such refinancing; all other terms applicable to such Refinancing Term Loans (other than provisions relating to original issue discount, upfront fees being refinanced and interest rates which shall be as agreed between the Borrower and the Lenders providing such Refinancing Term Loans) shall be substantially identical to, or less favorable to the Lenders providing such Refinancing Term Loans than, those applicable to the then outstanding Term Loans of the applicable Class except to the extent such covenants and other terms apply solely to any period after the latest final maturity of all Classes of Term Loans and Revolving Commitments in effect on the Refinancing Effective Date immediately prior to the borrowing of such Refinancing Term Loans; the Loan Parties and the Collateral Agent shall enter into such amendments to the Collateral Documents as may be requested by the Collateral Agent (which shall not require any consent from any Lender) in order to ensure that the Refinancing Term Loans are provided with the benefit of the 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 the Net Proceeds of the Refinancing Term Loans shall be applied not have a final stated maturity before the Maturity Date applicable to the repayment of Term Loans being refinanced; (ii) such Refinancing Term Loans shall have pricing (including interest rates, fees and premiums), amortization, optional prepayment, mandatory prepayment (so long as such Refinancing Term Loans are not entitled to participate on a greater than pro rata basis in any mandatory prepayment than the then outstanding Term Loans in accordance with Section 2.05(b). The Loans) and redemption terms as may be agreed to by the Borrower may approach any Lender or any other Person that would be a permitted Assignee pursuant to Section 10.07 to provide all or a portion of and the Refinancing Term Loans (a “Refinancing Term Lender”); provided that any Lender offered or approached to provide all or a portion of the Refinancing Term Loans may elect or decline, in its sole discretion, to provide a Refinancing Term Loan. Any Refinancing Term Loans made on any Refinancing Effective Date shall be designated a Class of Refinancing Term Loans for all purposes of this Agreement; provided that any Refinancing Term Loans may, to the extent provided in the applicable relevant Refinancing Term Loan Amendment, be designated Lenders (as an increase in any previously established Class of Term Loans made to the Borrower that were Refinancing Term Loans. The defined below); (iii) such Refinancing Term Loans shall not be established pursuant to an amendment to this Agreement among the Borrowerguaranteed by any Person other than Holdings, the Administrative Agent and Borrower or a Subsidiary Guarantor; (iv) in the Refinancing Term Lenders providing case of any such Refinancing Term Loans (a “that are secured, such Refinancing Term Loan Amendment”) which shall be consistent with Loans are secured only by assets comprising Collateral, and not secured by any property or assets of the provisions set forth in paragraph (a) above (which shall not require Borrower or any of its Subsidiaries other than the consent of any other Lender). Each Refinancing Term Loan Amendment shall be binding on the Lenders, the Loan Parties and the other parties hereto. This Section 2.15 shall supersede any provisions in Section 2.13 or 10.01 to the contrary.Collateral; 59

Refinancing Term Loans. The (a) From time to time after the Closing Date and in accordance with this Section 2.27, the Borrower may by written notice to Administrative Agent elect to request obtain, from any Lender or any Additional Lender, Credit Agreement Refinancing Indebtedness in respect of all or any portion of the establishment Term Loans, in the form of Refinancing Term Loans which may take the form of a new Class of term loans or one or more additional tranches increases in the amount of any existing Class of term loans denominated in Dollars pursuant to a Refinancing Amendment. Each Class of Credit Agreement Refinancing Indebtedness incurred under this Agreement (“Refinancing Term Loans”) to refinance an outstanding Class of Term Loans. Each such notice shall specify the date (each, a “Refinancing Effective Date”) on which the Borrower proposes that the Refinancing Term Loans Section 2.27 shall be made, which shall be a date in an aggregate principal amount that is not less than five Business Days after $5,000,000 and in an integral multiple of $1,000,000 in excess thereof (or, if less, the aggregate principal amount of Term Loans outstanding). (b) The effectiveness of any Refinancing Amendment will be subject only to the satisfaction on the date on which such notice is delivered to the Administrative Agent; provided that: before and after giving effect to the borrowing thereof of such Refinancing Term Loans on the Refinancing Effective Date each of the conditions set forth in Section 4.01 shall be satisfied; such Refinancing Term Loans shall mature no earlier than, and the Weighted Average Life to Maturity of such Refinancing Term Loans shall not be shorter than the then remaining Weighted Average Life to Maturity of the Term B Loans at the time of such refinancing; all other terms applicable to such Refinancing Term Loans (other than provisions relating to original issue discount, upfront fees and interest rates which shall be as agreed between the Borrower and the Lenders providing such Refinancing Term Loans) shall be substantially identical to, or less favorable to the Lenders providing such Refinancing Term Loans than, those applicable to the then outstanding Term Loans of the applicable Class except to the extent such covenants and other terms apply solely to any period after the latest final maturity of all Classes of Term Loans and Revolving Commitments in effect on the Refinancing Effective Date immediately prior to the borrowing of such Refinancing Term Loans; the Loan Parties and the Collateral Agent shall enter into such amendments to the Collateral Documents as may be requested by the Collateral Agent (which shall not require any consent from any Lender) in order to ensure that providers of the Refinancing Term Loans are provided with Loans. The Administrative Agent will promptly notify each Lender as to the benefit effectiveness of each Refinancing Amendment. Each of the applicable Collateral Documents parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement will be deemed amended (or amended and shall deliver such other documentsrestated, certificates as applicable) to the extent (but only to the extent) necessary to reflect the existence and opinions of counsel in connection therewith as may be requested by the Collateral Agent; and the Net Proceeds terms of the Refinancing Term Loans shall incurred pursuant thereto (including any amendments necessary to treat the Term Loans subject thereto as Refinancing Term Loans). (c) Any Refinancing Amendment may, without the consent of any Person other than the Administrative Agent, the Borrower and the Lenders or Additional Lenders providing Refinancing Term Loans, effect such amendments (or amendment and restatements) to this Agreement and the other Loan Documents as may be applied necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.27. This Section 2.27 supersedes any provisions in Section 2.21 or 10.2 to the repayment of the then outstanding Term Loans in accordance with Section 2.05(b)contrary. The Borrower may approach transactions contemplated by this Section 2.27 will not require the consent of any other Lender or any other Person Person, and the requirements of any provision of this Agreement or any other Loan Document that would be a permitted Assignee may otherwise prohibit any transaction contemplated by this Section 2.27 will not apply to any of the transactions effected pursuant to this Section 10.07 to provide all or a portion of the 2.27. (d) Refinancing Term Loans may be provided by any existing Lender (a “it being understood that no existing Lender shall have an obligation to make all or any portion of any Refinancing Term Loan) or by any Additional Lender”); provided that any . Any Lender offered or approached to provide all or a portion of the Refinancing Term Loans may elect or decline, in its sole discretion, to provide a such Refinancing Term Loan. Any Refinancing Term DB1/ 110470318.9 89 Loans made on (it being understood that there is no obligation to approach any Refinancing Effective Date shall be designated a Class of Refinancing Term Loans for all purposes of this Agreement; provided that any Refinancing Term Loans may, existing Lenders to the extent provided in the applicable Refinancing Term Loan Amendment, be designated as an increase in any previously established Class of Term Loans made to the Borrower that were provide Refinancing Term Loans. The Refinancing Term Loans shall be established pursuant to an amendment to this Agreement among the Borrower, the Administrative Agent and the Refinancing Term Lenders providing such Refinancing Term Loans (a “Refinancing Term Loan Amendment”) which shall be consistent with the provisions set forth in paragraph (a) above (which shall not require the consent of any other Lender). Each Refinancing Term Loan Amendment shall be binding on the Lenders, the Loan Parties and the other parties hereto. This Section 2.15 shall supersede any provisions in Section 2.13 or 10.01 to the contrary2.28.

Refinancing Term Loans. 7.1.2 The Borrower may at any time and from time to time, by written notice to applicable Administrative Agent elect to Agent, request the establishment of one or more additional tranches Classes of term loans denominated in Dollars Term Loans under this Agreement or an increase to an existing Class of Term Loans under this Agreement (“Refinancing Term Loans”) to refinance an outstanding Class ); provided that: the proceeds of Term Loans. Each such notice shall specify the date (each, a “Refinancing Effective Date”) on which the Borrower proposes that the Refinancing Term Loans shall be madeused, which shall be a date not less than five Business Days after concurrently or substantially concurrently with the date on which incurrence thereof, solely to refinance all or any portion of any outstanding Term Loans of any Class (such notice is delivered to refinanced Term Loans, the Administrative Agent“Refinanced Term Loans” and such Class, the “Refinanced Term Loan Class”); provided that: before and after giving effect to the borrowing each Class of such Refinancing Term Loans on the Refinancing Effective Date each of the conditions set forth in Section 4.01 shall be satisfiedin an aggregate amount of at least $25,000,000 (or such lesser amount necessary to repay the Refinanced Term Loan Class in full); such Refinancing Term Loans shall mature no earlier thanbe in an aggregate principal amount not greater than the aggregate principal amount of Refinanced Term Loans plus any accrued interest, premiums, fees, costs and expenses related thereto (including any original issue discount or upfront fees); the maturity date of such Refinancing Term Loans shall be later than the Maturity Date of the Refinanced Term Loans, and the Weighted Average Life to Maturity of such Refinancing Term Loans shall not be shorter longer than the then remaining Weighted Average Life to Maturity of the Term B Loans at the time of such refinancing; all other terms applicable to such Refinancing Term Loans (other than provisions relating to original issue discount, upfront fees and interest rates which shall be as agreed between the Borrower and the Lenders providing such Refinancing Term Loans) shall be substantially identical to, or less favorable to the Lenders providing such Refinancing Term Loans than, those applicable to the then outstanding Term Loans of the applicable Class except to the extent such covenants and other terms apply solely to any period after the latest final maturity of all Classes of Term Loans and Revolving Commitments in effect on the Refinancing Effective Date immediately prior to the borrowing of such Refinancing Term Loans; the Loan Parties and the Collateral Agent shall enter into such amendments to the Collateral Documents as may be requested by the Collateral Agent (which shall not require any consent from any Lender) in order to ensure that the Refinancing Term Loans are provided with the benefit of the 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 the Net Proceeds of the Refinancing Term Loans shall be applied to the repayment of the then outstanding Term Loans in accordance with Section 2.05(b). The Borrower may approach any Lender or any other Person that would be a permitted Assignee pursuant to Section 10.07 to provide all or a portion of the Refinancing Term Loans (a “Refinancing Term Lender”); provided that any Lender offered or approached to provide all or a portion of the Refinancing Term Loans may elect or decline, in its sole discretion, to provide a Refinancing Term Loan. Any Refinancing Term Loans made on any Refinancing Effective Date shall be designated a Class of Refinancing Term Loans for all purposes of this Agreement; provided that any Refinancing Term Loans may, to the extent provided in the applicable Refinancing each Refinanced Term Loan Amendment, be designated as an increase in any previously established Class of Term Loans made to the Borrower that were Refinancing Term Loans. The Refinancing Term Loans shall be established pursuant to an amendment to this Agreement among the Borrower, the Administrative Agent and the Refinancing Term Lenders providing such Refinancing Term Loans (a “Refinancing Term Loan Amendment”) which shall be consistent with the provisions set forth in paragraph (a) above (which shall not require the consent of any other Lender). Each Refinancing Term Loan Amendment shall be binding on the Lenders, the Loan Parties and the other parties hereto. This Section 2.15 shall supersede any provisions in Section 2.13 or 10.01 to the contrary.Class;

Refinancing Term Loans. The (a) Borrower may at any time and from time to time, by written notice to Administrative Agent elect to Agent, request the establishment of one or more additional tranches Classes of term loans denominated in Dollars Loans under this Agreement or an increase to an existing Class of Loans under this Agreement the proceeds of which are used, concurrently or substantially concurrently with the incurrence thereof, solely to refinance all or any portion of any outstanding Loans (“Refinancing Term Loans”); provided that: (i) to refinance an outstanding each Class of Term Loans. Each such notice shall specify the date (each, a “Refinancing Effective Date”) on which the Borrower proposes that the Refinancing Term Loans shall be made, which in an aggregate amount of no less than $10,000,000 (or such other amount necessary to repay any Class of outstanding Loans in full); (ii) such Refinancing Term Loans shall be a in an aggregate principal amount not greater than the aggregate principal amount outstanding of Loans to be refinanced plus any accrued interest, premiums, fees, costs and expenses related thereto (including any original issue discount or upfront fees); (iii) the final maturity date not less than five Business Days after the date on which such notice is delivered to the Administrative Agent; provided that: before and after giving effect to the borrowing of such Refinancing Term Loans on shall be no earlier than the Refinancing Effective Date each maturity date of the conditions set forth in Section 4.01 shall be satisfied; such Refinancing Term Loans shall mature no earlier thanbeing refinanced, and the Weighted Average Life to Maturity of such Refinancing Term Loans shall not be no shorter than the then remaining Weighted Average Life to Maturity of each Class of Loans being refinanced; (iv) (A) the pricing, rate floors, discounts, fees and optional and mandatory prepayment or redemption provisions applicable to such Refinancing Term B Loans at shall be as agreed between Borrower and the time Refinancing Term Lenders so long as, in the case of any mandatory prepayment or redemption provisions, such refinancing; all Refinancing Term 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 Term Loans (other than provisions relating to original issue discountexcluding those terms described in the immediately preceding clause (A)), upfront fees and interest rates which shall be as agreed between the Borrower and the Lenders lenders providing such Refinancing Term Loans) , shall be substantially identical similar to, or or, taken as a whole, not materially less favorable to the Lenders providing such Refinancing Term Loans than, Borrower (as determined by the Borrower in its reasonable business judgment) than those applicable to the then outstanding Term any Class of Loans of the applicable Class being refinanced, except to the extent such covenants and other terms apply solely to any period after the latest final maturity of all Classes of Term Loans and Revolving Commitments in effect on the Refinancing Effective Latest Maturity Date immediately prior or are otherwise reasonably acceptable to the borrowing of such Administrative Agent; (v) no existing Lender shall be required to provide any Refinancing Term Loans; and (vi) the Loan Parties and Refinancing Term Loans shall rank pari passu in right of payment and/or of security with the Collateral Agent existing Loans. (b) Each such notice shall enter into such amendments to specify (x) the Collateral Documents as may be requested by the Collateral Agent date (each, a “Refinancing Term Effective Date”) on which shall not require any consent from any Lender) in order to ensure Borrower proposes that the Refinancing Term Loans are provided with be made, which shall be a date reasonably acceptable to the benefit Administrative Agent and (y) the identity of the applicable Collateral Documents and Persons (each of which shall deliver such other documents, certificates and opinions be an Eligible Assignee (for this purpose treating a Lender of counsel in connection therewith Refinancing Term Loans as may be requested by the Collateral Agent; and the Net Proceeds of if it were an assignee)) who Borrower proposes would provide the Refinancing Term Loans shall be applied to and the repayment of the then outstanding Term Loans in accordance with Section 2.05(b). The Borrower may approach any Lender or any other Person that would be a permitted Assignee pursuant to Section 10.07 to provide all or a portion of the Refinancing Term Loans to be provided by each such Person. On each Refinancing Term Effective Date, each Person with a commitment for a Refinancing Term Loan (each such Person, a “Refinancing Term Lender”) shall make a Refinancing Term Loan to Borrower in a principal amount equal to such Person’s Commitment therefor. -75- (c) In lieu of Incurring any Refinancing Term Loans, the Borrower may, upon notice to the Administrative Agent, at any time or from time to time after the Closing Date issue, Incur or otherwise obtain (A) secured Debt in the form of one or more series of first lien senior secured notes (such notes, “Permitted Pari Passu Secured Refinancing Debt”), (B) secured Debt in the form of one or more series of second lien (or other junior lien) secured notes or second lien (or other junior lien) secured term loans (such notes or term loans, “Permitted Junior Secured Refinancing Debt”) and (C) unsecured or subordinated Debt in the form of one or more series of unsecured or subordinated notes or term loans (such notes or term loans, “Permitted Unsecured Refinancing Debt” and together with Permitted Pari Passu Secured Refinancing Debt and Permitted Junior Secured Refinancing Debt, and, in each case, any Permitted Refinancing thereof, “Refinancing Equivalent Debt”), in each case, in exchange for, or to extend, renew, replace, repurchase, retire or refinance, in whole or in part, any existing Class of Loans (such Loans, “Refinanced Term Loans”); provided that any Lender offered that: (i) the proceeds of such Refinancing Equivalent Debt shall be used, concurrently or approached substantially concurrently with the incurrence thereof, solely to provide refinance all or a any portion of any outstanding Loans; (ii) such Refinancing Equivalent Debt Loans shall be in an aggregate principal amount not greater than the aggregate principal amount outstanding of Loans to be refinanced plus any accrued interest, premiums, fees, costs and expenses related thereto (including any original issue discount or upfront fees); (iii) if such Refinancing Equivalent Debt is in the form of loans, the final maturity date of such Refinancing Equivalent Debt shall be no earlier than the maturity date of the Loans being refinanced, and the Weighted Average Life to Maturity of such Refinancing Equivalent Debt shall be no shorter than the then remaining Weighted Average Life to Maturity of the Refinanced Term Loans may elect Loans; (iv) if such Refinancing Equivalent Debt is in the form of notes, such Refinancing Equivalent Debt shall not have scheduled amortization or declinepayments of principal and not be subject to mandatory redemption, repurchase, prepayment or sinking fund obligations (other than customary “AHYDO catch-up payments,” offers to repurchase and prepayment events upon a change of control, asset sale or event of loss and a customary acceleration right after an event of default), in its sole discretioneach case prior to the Maturity Date of the Refinanced Term Loans; (v) such Refinancing Equivalent Debt shall not be guaranteed by Persons other than Guarantors; (vi) if in the form of subordinated Permitted Unsecured Refinancing Debt, to provide a Refinancing Term Loan. Any Refinancing Term Loans made on any Refinancing Effective Date shall be designated subject to a subordination agreement to which a senior representative acting on behalf of the holders of such Permitted Unsecured Refinancing Debt shall have become a party or otherwise subject (or, alternatively, terms in the definitive documentation for such Refinancing Equivalent Debt shall contain subordination provisions reasonably acceptable to the Borrower and Administrative Agent); (vii) (A) the pricing, rate floors, discounts, fees and optional and mandatory prepayment or redemption provisions applicable to such Refinancing Equivalent Debt shall be as agreed between Borrower and the parties providing such Refinancing Equivalent Debt so long as, in the case of any mandatory prepayment or redemption provisions, such Refinancing Equivalent Debt do not participate on a greater than pro rata basis in any such prepayments as compared to -76- Lenders hereunder and (B) the covenants and other terms applicable to such Refinancing Equivalent Debt (excluding those terms described in the immediately preceding clause (A)), which shall be as agreed between Borrower and the parties providing such Refinancing Equivalent Debt, shall be substantially similar to, or, taken as a whole, not materially less favorable to the Borrower (as determined by the Borrower in its reasonable business judgment) than those applicable to any Class of Refinancing Term Loans for all purposes of this Agreement; provided that any Refinancing Term Loans maybeing refinanced, except to the extent provided such covenants and other terms apply solely to any period after the Latest Maturity Date or are otherwise reasonably acceptable to the Administrative Agent; (viii) if either in the applicable form of Permitted Pari Passu Secured Refinancing Term Loan AmendmentDebt or Permitted Junior Secured Refinancing Debt, such Refinancing Equivalent Debt shall be designated subject to security agreements relating to such Refinancing Equivalent Debt that are substantially the same as an increase in any previously established Class of Term Loans made or more favorable to the Loan Parties than the Collateral Documents or otherwise reasonably satisfactory to the Administrative Agent; (ix) if Permitted Pari Passu Secured Refinancing Debt, such Refinancing Equivalent Debt (x) shall be secured by the Collateral on a pari passu basis with the Obligations and shall not be secured by any property or assets of the Borrower that were or any Restricted Subsidiary other than the Collateral and (y) shall be subject to a customary intercreditor agreement, in form and substance reasonably satisfactory to the Administrative Agent; (x) if Permitted Junior Secured Refinancing Debt, such Refinancing Equivalent Debt (x) shall be secured by the Collateral on a second priority (or other junior priority) basis to the Liens securing the Obligations and shall not be secured by any property or assets of the Borrower or any Restricted Subsidiary other than the Collateral and (y) shall be subject to a customary lien subordination or intercreditor arrangement in form and substance reasonably satisfactory to the Administrative Agent; (xi) [reserved]; and (xii) shall be Incurred solely to repay, repurchase, retire or refinance substantially concurrently the Refinanced Term Loans. The Refinancing Term Loans shall be established pursuant to an amendment to this Agreement among the Borrower, the Administrative Agent and the Refinancing Term Lenders providing such Refinancing Term Loans (a “Refinancing Term Loan Amendment”d) which shall be consistent with the provisions set forth in paragraph (a) above (which shall not require the consent of any other Lender). Each Refinancing Term Loan Amendment shall be binding on the Lenders, the Loan Parties and the other parties hereto. This Section 2.15 shall supersede any provisions in Section 2.13 3.06 or 10.01 to the contrary.Section 10.01

Refinancing Term Loans. The Borrower may by written notice to Administrative Agent elect will promptly notify each Lender as to request the establishment effectiveness of one or more additional tranches each Refinancing Amendment. Each of term loans denominated in Dollars under the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement will be deemed amended (“Refinancing Term Loans”or amended and restated, as applicable) to refinance an outstanding Class the extent (but only to the extent) necessary to reflect the existence and terms of Term Loans. Each such notice shall specify the date (each, a “Refinancing Effective Date”) on which the Borrower proposes that the Refinancing Term Loans shall be madeincurred pursuant thereto (including any amendments necessary to treat the Term Loans subject thereto as Refinancing Term Loans). (c) Any Refinancing Amendment may, which shall be a date not less without the consent of any Person other than five Business Days after the date on which such notice is delivered to the Administrative Agent; provided that: before and after giving effect to the borrowing of such Refinancing Term Loans on the Refinancing Effective Date each of the conditions set forth in Section 4.01 shall be satisfied; such Refinancing Term Loans shall mature no earlier than, and the Weighted Average Life to Maturity of such Refinancing Term Loans shall not be shorter than the then remaining Weighted Average Life to Maturity of the Term B Loans at the time of such refinancing; all other terms applicable to such Refinancing Term Loans (other than provisions relating to original issue discount, upfront fees and interest rates which shall be as agreed between the Borrower and the Lenders or Additional Lenders providing such Refinancing Term Loans, effect such amendments (or amendment and restatements) shall be substantially identical to, or less favorable to the Lenders providing such Refinancing Term Loans than, those applicable to the then outstanding Term Loans of the applicable Class except to the extent such covenants and other terms apply solely to any period after the latest final maturity of all Classes of Term Loans and Revolving Commitments in effect on the Refinancing Effective Date immediately prior to the borrowing of such Refinancing Term Loans; the Loan Parties this Agreement and the Collateral Agent shall enter into such amendments to the Collateral other Loan Documents as may be requested necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.27. This Section 2.27 supersedes any provisions in Section 2.21 or 10.2 to the contrary. The transactions contemplated by the Collateral Agent (which shall this Section 2.27 will not require the consent of any consent from any Lender) in order to ensure that the Refinancing Term Loans are provided with the benefit of the 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 the Net Proceeds of the Refinancing Term Loans shall be applied to the repayment of the then outstanding Term Loans in accordance with Section 2.05(b). The Borrower may approach any Lender or any other Person Person, and the requirements of any provision of this Agreement or any other Loan Document that would be a permitted Assignee may otherwise prohibit any transaction contemplated by this Section 2.27 will not apply to any of the transactions effected pursuant to this Section 10.07 to provide all or a portion of the 2.27. (d) Refinancing Term Loans may be provided by any existing Lender (a “it being understood that no existing Lender shall have an obligation to make all or any portion of any Refinancing Term Loan) or by any Additional Lender”); provided that any . Any Lender offered or approached to provide all or a portion of the Refinancing Term Loans may elect or decline, in its sole discretion, to provide a Refinancing Term Loan. Any Refinancing Term Loans made on any Refinancing Effective Date shall be designated a Class of Refinancing Term Loans for all purposes of this Agreement; provided that any Refinancing Term Loans may, to the extent provided in the applicable Refinancing Term Loan Amendment, be designated as an increase in any previously established Class of Term Loans made to the Borrower that were Refinancing Term Loans. The Refinancing Term Loans shall be established pursuant to an amendment to this Agreement among the Borrower, the Administrative Agent and the Refinancing Term Lenders providing such Refinancing Term Loans (a “it being understood that there is no obligation to approach any existing Lenders to provide Refinancing Term Loan Amendment”) which shall be consistent with the provisions set forth in paragraph (a) above (which shall not require the consent of any other LenderLoans). Each Refinancing Term Loan Amendment shall be binding on the Lenders, the Loan Parties and the other parties hereto. This Section 2.15 shall supersede any provisions in Section 2.13 or 10.01 to the contrary2.28.

Refinancing Term Loans. The 1.1.35. Lead Borrower may from time to time by written notice to the Administrative Agent elect to request the establishment of one or more additional tranches Tranches of term loans denominated in Dollars Term Loans under this Agreement (“Refinancing Term Loans”) to refinance an outstanding Class ), which refinance, renew, replace, defease or refund all or any portion of one or more Tranches of Term Loans under this Agreement selected by Lead Borrower; provided, that such Refinancing Term Loans may not be in an amount greater than the aggregate principal amount of the Term Loans being refinanced, renewed, replaced, defeased or refunded plus unpaid accrued interest and premium (if any) thereon and upfront fees, original issue discount, underwriting discounts, fees, commissions and expenses incurred in connection with the Refinancing Term Loans; provided that such aggregate principal amount may also be increased to the extent such additional amount is capable of being incurred at such time pursuant to Section 2.15 and such excess incurrence shall for all purposes hereof be an incurrence under the relevant subclauses of Section 2.15. Each such notice shall specify the date (each, a “Refinancing Effective Date”) on which the Lead Borrower proposes that the Refinancing Term Loans shall be made, which shall be a date not less than five three (3) Business Days after the date on which such notice is delivered to the Administrative Agent; provided that: before and after giving effect to the borrowing of such Refinancing Term Loans on the Refinancing Effective Date each of the conditions set forth in Section 4.01 shall be satisfied; such Refinancing Term Loans shall mature no earlier than, and the Weighted Average Life to Maturity of such Refinancing Term Loans shall not be shorter than the then remaining Weighted Average Life to Maturity of the Term B Loans at being refinanced and the time Refinancing Term Loans shall not have a final stated maturity (excluding for this purpose, interim loan financings that provide for automatic rollover, subject to customary conditions, to Indebtedness otherwise meeting the maturity requirements of this clause (i)) before the Maturity Date applicable to the Term Loans being refinanced; such refinancingRefinancing Term Loans shall have pricing (including interest rates, fees and premiums), amortization, optional prepayment, mandatory prepayment (so long as such Refinancing Term Loans are not entitled to participate on a greater than pro rata basis in any mandatory prepayment than the then outstanding Term Loans) and redemption terms as may be agreed to by the Borrowers and the relevant Refinancing Term Loan Lenders (as defined below); such Refinancing Term Loans shall not be guaranteed by any Person other than Holdings, the Borrowers or a Subsidiary Guarantor; in the case of any such Refinancing Term Loans that are secured, such Refinancing Term Loans are secured only by assets comprising Collateral, and not secured by any property or assets of Lead Borrower or any of its Subsidiaries other than the Collateral; all other terms applicable to such Refinancing Term Loans (other than provisions relating to original issue discountexcept as set forth above), upfront fees and interest rates which taken as a whole, shall not be as agreed between the Borrower and the Lenders providing such Refinancing Term Loans) shall be substantially identical to, or less materially more favorable to the Lenders providing such Refinancing Term Loans thanLoan Lenders, those than the related provisions applicable to the then outstanding existing Term Loans of or otherwise reasonably satisfactory to the applicable Class Administrative Agent, except to the extent such covenants and other terms apply solely to any period after the latest final maturity Latest Maturity Date as of all Classes the date such Indebtedness was incurred (provided that a certificate of Term Loans and Revolving Commitments a Responsible Officer of Lead Borrower delivered to the Administrative Agent in effect on the Refinancing Effective Date immediately good faith at least five Business Days prior to the borrowing incurrence of such Refinancing Term Loans; the Loan Parties and the Collateral Agent shall enter into such amendments to the Collateral Documents as may be requested by the Collateral Agent (which shall not require any consent from any Lender) in order to ensure that the Refinancing Term Loans are provided Indebtedness, together with the benefit a reasonably detailed description of the applicable Collateral Documents material terms and shall deliver conditions of such other documents, certificates and opinions of counsel in connection therewith as may be requested by the Collateral Agent; and the Net Proceeds Indebtedness or drafts of the Refinancing Term Loans documentation relating thereto, stating that Lead Borrower has determined in good faith that such terms and conditions satisfy the requirement set out in this clause (v), shall be applied to the repayment of the then outstanding Term Loans in accordance with Section 2.05(b). The Borrower may approach any Lender or any other Person conclusive evidence that would be a permitted Assignee pursuant to Section 10.07 to provide all or a portion of the Refinancing Term Loans (a “Refinancing Term Lender”); provided that any Lender offered or approached to provide all or a portion of the Refinancing Term Loans may elect or decline, in its sole discretion, to provide a Refinancing Term Loan. Any Refinancing Term Loans made on any Refinancing Effective Date shall be designated a Class of Refinancing Term Loans for all purposes of this Agreement; provided that any Refinancing Term Loans may, to the extent provided in the applicable Refinancing Term Loan Amendment, be designated as an increase in any previously established Class of Term Loans made to the Borrower that were Refinancing Term Loans. The Refinancing Term Loans shall be established pursuant to an amendment to this Agreement among the Borrower, such terms and conditions satisfy such requirement unless the Administrative Agent and provides notice to Lead Borrower of an objection during such five Business Day period (including a reasonable description of the Refinancing Term Lenders providing such Refinancing Term Loans (a “Refinancing Term Loan Amendment”) basis upon which shall be consistent with the provisions set forth in paragraph (a) above (which shall not require the consent of any other Lenderit objects). Each Refinancing Term Loan Amendment shall be binding on the Lenders, the Loan Parties and the other parties hereto. This Section 2.15 shall supersede any provisions in Section 2.13 or 10.01 to the contrary).

Refinancing Term Loans. The At any time or from time to time after the Effective Date (on one or more occasions), with the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed), the Borrower may by written notice to Administrative Agent elect to request the establishment of one or more additional tranches of term loans denominated in Dollars under this Agreement (the “Refinancing Term Loans”) be made available under this Agreement to refinance an refinance, in whole or in part, outstanding Class of Term Loans; provided that both at the time of any such request and upon the effectiveness of any Refinancing Amendment referred to below, no Default or Event of Default shall exist and at the time that any such Refinancing Term Loan is made (and immediately after giving effect thereto) no Default or Event of Default shall exist. Each such notice shall specify the date (each, a “Refinancing Effective Date”) on which the Borrower proposes that the The Refinancing Term Loans (A) shall rank pari passu in right of payment and of security with the other Loans, (B) shall not mature or have any installments prior to the Maturity Date unless all Term Loans are being refinanced by such Refinancing Term Loans, (C) will accrue interest at rates determined by the Borrower and the lenders providing such Refinancing Term Loans, which rates may be higher or lower than the rates applicable to the Term Loans and shall be made, which shall be a date not less than five Business Days after subject to fees payable to the date on which lenders providing such notice is delivered Refinancing Term Loans and an arrangement fee to the Administrative Agent; provided that: before and after giving effect to Agent (or its designee), all as agreed in connection with the borrowing funding of such Refinancing Term Loans on Loans, (D) if Revolving Commitments are outstanding at the Refinancing Effective Date each of the conditions set forth in Section 4.01 shall be satisfied; time such Refinancing Term Loans shall mature no earlier thanare made, and the Weighted Average Life to Maturity of then such Refinancing Term Loans shall not be shorter mature prior to the Maturity Date nor have a percentage of the initial principal amount thereof amortize in any quarter that is greater than the then remaining Weighted Average Life to Maturity percentage amortization made in such quarter on the Term Loans being refinanced, (E) shall not have a principal amount in excess of the principal amount of the Term B Loans at being refinanced plus unpaid and accrued interest thereon and for fees and expenses relating thereto and (F) except with respect to clauses (B), (C) and (D) above, shall be subject to terms and conditions substantially the time same as the Term Loans. Each notice from the Borrower pursuant to this Section shall set forth the requested amount and proposed terms of such refinancing; all other terms applicable to such the relevant Refinancing Term Loans and demonstrate compliance with the conditions set forth in the proviso to the first sentence of this Section. Refinancing Term Loans may be made by any existing Lender or by any Additional Lender; provided that the Administrative Agent shall have consented (other than provisions relating such consent not to original issue discount, upfront fees and interest rates which shall be as agreed between the Borrower and the Lenders providing unreasonably withheld or delayed) to such Lender’s or Additional Lender’s making such Refinancing Term Loans) shall , if such consent would be substantially identical to, required under Section 9.5 for an assignment of Term Loans to such Lender or less favorable to the Lenders providing such Additional Lender. Commitments in respect of Refinancing Term Loans thanshall become Commitments under this Agreement pursuant to an amendment (a “Refinancing Amendment”) to this Agreement and, those applicable as appropriate, the other Loan Documents, executed by the Borrower, each Lender agreeing to the then outstanding Term Loans of the applicable Class except to the extent provide such covenants and other terms apply solely to any period after the latest final maturity of all Classes of Term Loans and Revolving Commitments in effect on the Refinancing Effective Date immediately prior to the borrowing of such Refinancing Term Loans; the Loan Parties Commitment, if any, each Additional Lender, if any, and the Collateral Agent shall enter into Administrative Agent. A Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the Collateral other Loan Documents as may be requested by necessary or appropriate, in the Collateral reasonable opinion of the Administrative Agent (which and the Borrower, to effect the provisions and intent of this Section and the application of the proceeds thereof. No Lender shall not require be obligated to provide any consent from any Lender) in order to ensure that Refinancing Term Loans, unless it so agrees. The Borrower shall apply the proceeds of Refinancing Term Loans are provided with the benefit of the 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 the Net Proceeds of the Refinancing Term Loans shall be applied to the repayment or prepayment of the then outstanding Term Loans on the date of the incurrence of such Refinancing Term Loans in accordance with Section 2.05(b). The Borrower may approach any Lender or any other Person that would be a permitted Assignee pursuant to Section 10.07 to provide all or a portion of the Refinancing Term Loans (a “Refinancing Term Lender”); provided that any Lender offered or approached to provide all or a portion of the Refinancing Term Loans may elect or decline, in its sole discretion, to provide a Refinancing Term Loan. Any Refinancing Term Loans made on any Refinancing Effective Date shall be designated a Class of Refinancing Term Loans for all purposes of this Agreement; provided that any Refinancing Term Loans may, to the extent provided in the applicable Refinancing Term Loan Amendment, be designated as an increase in any previously established Class of Term Loans made to the Borrower that were Refinancing Term Loans. The Refinancing Term Loans shall be established pursuant to an amendment to this Agreement among the Borrower, the Administrative Agent and the Refinancing Term Lenders providing such Refinancing Term Loans (a “Refinancing Term Loan Amendment”) which shall be consistent with the provisions set forth in paragraph (a) above (which shall not require the consent of any other Lender). Each Refinancing Term Loan Amendment shall be binding on the Lenders, the Loan Parties and the other parties hereto2.11. This Section 2.15 2.22 shall supersede any provisions in Section 2.13 2.18 or 10.01 Section 9.2 to the contrary.

Refinancing Term Loans. (a) The Borrower Borrowers may at any time and from time to time, by written notice to the Administrative Agent elect to Agent, request the establishment of one or more additional tranches Classes of term loans denominated in Dollars Term Loans under this Agreement or an increase to an existing Class of Term Loans under this Agreement (“Refinancing Term Loans”); provided that: (i) to refinance an outstanding Class the proceeds of Term Loans. Each such notice shall specify the date (each, a “Refinancing Effective Date”) on which the Borrower proposes that the Refinancing Term Loans shall be madeused, which concurrently or substantially concurrently with the incurrence thereof, solely to refinance all or any portion of any outstanding Term Loans; (ii) each Class of Refinancing Term Loans shall be a date in an aggregate amount of not less than five Business Days after $10,000,000 (or such other amount necessary to repay any Class of outstanding Term Loans in full); (iii) such Refinancing Term Loans shall be in an aggregate principal amount not greater than the aggregate principal amount outstanding of Term Loans to be refinanced plus any accrued interest, premiums, fees, costs and expenses related thereto (including any OID or upfront fees); (iv) the final maturity date on which such notice is delivered to the Administrative Agent; provided that: before and after giving effect to the borrowing of such Refinancing Term Loans on shall not be shorter than the Refinancing Effective Date each maturity date of the conditions set forth in Section 4.01 shall be satisfied; such Refinancing Term Loans shall mature no earlier thanbeing refinanced, and the Weighted Average Life weighted average life to Maturity maturity of such Refinancing Term Loans shall not be shorter than the then remaining Weighted Average Life weighted average life to Maturity maturity of each Class of Term Loans being refinanced; (v) (A) the pricing, rate floors, discounts, fees and optional and mandatory prepayment provisions applicable to such Refinancing Term B Loans at shall be as agreed between the time Applicable Borrower and the Refinancing Term Lenders so long as, in the case of any mandatory prepayment provisions, such refinancing; all Refinancing Term Lenders do not participate on a greater than pro rata basis in any such prepayments as compared to Term Lenders holding Term Loans to be refinanced and (B) the covenants and other terms applicable to such Refinancing Term Loans (other than provisions relating to original issue discountexcluding those terms described in the immediately preceding clause (A)), upfront fees and interest rates which shall be as agreed between the Applicable Borrower and the Lenders providing such Refinancing Term Loans) shall be substantially identical toLenders, or less favorable to the Lenders providing such Refinancing Term Loans than, those applicable to the then outstanding Term Loans of the applicable Class except to the extent such covenants and other terms apply solely to any period after the latest final maturity of all Classes of Term Loans and Revolving Commitments in effect on the Refinancing Effective Date immediately prior to the borrowing of such Refinancing Term Loans; the Loan Parties and the Collateral Agent shall enter into such amendments to the Collateral Documents as may be requested by the Collateral Agent (which shall not require any consent from any Lenderbe materially more favorable (when taken as a whole) in order to ensure that the Refinancing Term Loans are provided with the benefit of the 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 the Net Proceeds of the Refinancing Term Loans shall be applied to the repayment of the then outstanding Term Loans in accordance with Section 2.05(b). The Borrower may approach any Lender or any other Person that would be a permitted Assignee pursuant to Section 10.07 to provide all or a portion of the Refinancing Term Loans (a “Refinancing Term Lender”); provided that any Lender offered or approached to provide all or a portion of the Refinancing Term Loans may elect or decline, in its sole discretion, to provide a Refinancing Term Loan. Any Refinancing Term Loans made on any Refinancing Effective Date shall be designated a Class of Refinancing Term Loans for all purposes of this Agreement; provided that any Refinancing Term Loans may, to the extent provided in the applicable Refinancing Term Loan Amendment, be designated as an increase in any previously established Class of Term Loans made to the Borrower that were Refinancing Term Loans. The Refinancing Term Loans shall be established pursuant to an amendment to this Agreement among the Borrower, the Administrative Agent and the Refinancing Term Lenders providing such Refinancing than those applicable to any Term Loans (a “Refinancing Term Loan Amendment”) which shall be consistent with the provisions set forth in paragraph (a) above (which shall not require the consent of any other Lender). Each Refinancing Term Loan Amendment shall be binding on the Lenders, the Loan Parties and the other parties hereto. This Section 2.15 shall supersede any provisions in Section 2.13 or 10.01 to the contrary.Loans