Common use of Replacement Loans Clause in Contracts

Replacement Loans. In addition, subject to Section 2.10(b) and 2.25, this Agreement and the other Loan Documents may be amended (or amended and restated) with the written consent of the Administrative Agent, the Borrower and the Lenders providing the relevant Replacement Term Loans to permit the refinancing of all of the outstanding Term Loans (the “Refinanced Term Loans”) or the replacement of the Aggregate Revolving Credit Commitment (the “Refinanced Commitment”) with one or more replacement term loan tranches hereunder which shall be Loans hereunder (“Replacement Term Loans) or one or more new revolving commitments (the “Replacement Commitments”); provided that (a) the aggregate principal amount of such Replacement Term Loans shall not exceed the aggregate principal amount of such Refinanced Term Loans, (b) the Applicable Margin for such Replacement Term Loans shall not be higher than the Applicable Margin for such Refinanced Term Loans, respectively, (c) the Weighted Average Life to Maturity of such Replacement Term Loans shall not be shorter than the Weighted Average Life to Maturity of such Refinanced Term Loans, respectively, at the time of such refinancing, (d) the aggregate amount of the Replacement Commitment shall not exceed the Refinanced Commitment, (e) the Applicable Margin for such Replacement Commitment shall not exceed the Applicable Margin for the Refinanced Commitment, (f) the borrower of such Replacement Term Loans or Replacement Commitment shall be the Borrower and (g) all other terms applicable to such Replacement Term Loans or Replacement Commitments shall be substantially identical to, or not materially more favorable to the Lenders providing such Replacement Loans or Replacement Commitments than, those applicable to such Refinanced Term Loans or Refinanced Commitments, except to the extent necessary to provide for covenants and other terms applicable to any period after the latest final maturity of the Term Loans, as applicable, in effect immediately prior to such refinancing.

Replacement Loans. In addition, subject to Section 2.10(b) and 2.25notwithstanding the foregoing, this Agreement and the other Loan Documents may be amended (or amended and restated) with the written consent of the Administrative Agent, the Borrower and the Lenders providing the relevant Replacement Term Loans to permit the refinancing of all of the outstanding Term A Loans (the “Refinanced Term A Loans”) or all of the outstanding Term B Loans (the “Refinanced Term B Loans”) or the replacement of the Aggregate Revolving Credit Commitment (the “Refinanced Commitment”) with one or more replacement term loan tranches hereunder which shall be Loans hereunder (“Replacement Term A Loans” or the “Replacement Term B Loans”, as applicable) or one or more new revolving commitments (the “Replacement Commitments”); provided provided, that (ai) the aggregate principal amount of such Replacement Term A Loans and Replacement Term B Loans shall not exceed the aggregate principal amount of such Refinanced Term A Loans and Refinanced Term B Loans, respectively, (bii) the Applicable Margin for such Replacement Term A Loans and Replacement Term B Loans shall not be higher than the Applicable Margin for such Refinanced Term A Loans and Refinanced Term B Loans, respectively, (ciii) the Weighted Average Life to Maturity of such Replacement Term A Loans and Replacement Term B Loans shall not be shorter than the Weighted Average Life to Maturity of such Refinanced Term A Loans and Refinanced Term B Loans, respectively, at the time of such refinancing, (div) the aggregate amount of the Replacement Commitment shall not exceed the Refinanced Commitment, (ev) the Applicable Margin for such Replacement Commitment shall not exceed the Applicable Margin for the Refinanced Commitment, (fvi) the borrower of such Replacement Term A Loans, Replacement Term B Loans or Replacement Commitment shall be the Borrower and (gvii) all other terms applicable to such Replacement Term A Loans, Replacement Term B Loans or Replacement Commitments shall be substantially identical to, or not materially more favorable to the Lenders providing such Replacement Term A Loans, Replacement Term B Loans or Replacement Commitments than, those applicable to such Refinanced Term A Loans, Refinanced Term B Loans or Refinanced Commitments, except to the extent necessary to provide for covenants and other terms applicable to any period after the latest final maturity of the Term A Loans or Term B Loans, as applicable, in effect immediately prior to such refinancing.

Replacement Loans. In addition, subject to Section 2.10(b) and 2.25, this Agreement and the other The Loan Documents may be amended (or amended and restated) with the written consent of the Administrative Agent, the Borrower and the Lenders providing the relevant Replacement Term Loans (as defined below) to permit the refinancing replacement or exchange of all of the outstanding Term Loans of any Class (the “Refinanced Term Loans”) or the replacement of the Aggregate Revolving Credit Commitment (the “Refinanced Commitment”) with one or more replacement term loan tranches hereunder which shall be Loans hereunder loans (“Replacement Term Loans”) or one or more new revolving commitments (the “Replacement Commitments”)hereunder; provided that that, (aA) the aggregate principal amount of such Replacement Term Loans shall not exceed the aggregate principal amount of such Refinanced Term Loans, Loans (bplus (x) the Applicable Margin for amount of all unpaid, accrued, or capitalized interest, penalties, premiums (including tender premiums), and other amounts payable with respect to any such Refinanced Loans and (y) underwriting discounts, fees, commissions, costs, expenses and other amounts payable with respect to such Replacement Term Loans shall not be higher than the Applicable Margin for such Refinanced Term Loans, respectively, ); (cB) the Weighted Average Life to Maturity of such Replacement Term Loans shall not be shorter than the remaining Weighted Average Life to Maturity of such Refinanced Term Loans, respectively, Loans at the time of such refinancing, ; (d1) the aggregate amount of the Replacement Commitment shall not exceed the Refinanced Commitment, (e) the Applicable Margin for any such Replacement Commitment shall not exceed the Applicable Margin for the Refinanced Commitment, (f) the borrower of such Replacement Term Loans or Replacement Commitment shall be the Borrower on terms and (g) all other terms applicable to such Replacement Term Loans or Replacement Commitments shall be substantially identical toconditions that are, or taken as a whole, not materially more favorable to the Lenders lenders or holders providing such Replacement Loans or Replacement Commitments Indebtedness than, those applicable to such Refinanced the Initial Term Loans, as determined in good faith by a Responsible Officer of the Borrower in its reasonable judgment (except (x) for covenants applicable only to periods after the Latest Maturity Date of the Term Loans at the time of incurrence and (y) any term or Refinanced Commitments, except condition to the extent necessary such term or condition is also added for the benefit of the Lenders under the Term Loans) or (2) solely to provide for covenants the extent that any terms and other terms conditions applicable to any period after Replacement Loans are not the latest final maturity of same as, or substantially similar to, those then applicable to the Term Loans, shall otherwise reflect customary market terms and conditions at the time of such incurrence as determined in good faith by a Responsible Officer of the Borrower in its reasonable judgment (provided that a certificate of a Responsible Officer delivered to the Administrative Agent at least four Business Days (or such shorter period as may be agreed by the Administrative Agent) prior to the incurrence of such Replacement Loans, together with a reasonably detailed description of the material covenants and events of default of such Indebtedness or drafts of the documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the requirement of this clause (C) shall be conclusive evidence that such material covenants and events of default satisfy such requirement unless the Administrative Agent notifies the Borrower within such four Business Day (or shorter) period that it disagrees with such determination (including a description of the basis upon which it disagrees)); provided further that this clause (C) will not apply to (w) terms addressed in the other clauses of this clause (ii), (x) interest rate, rate floors, fees, funding discounts and other pricing terms and optional prepayment provisions, (y) redemption, prepayment or other premiums, and (z) optional prepayment or redemption terms. For the avoidance of doubt, any Affiliated Lender that provides any Replacement Loans shall be subject to the limitations on Affiliated Lenders set forth in Section 11.07(h) (including the Affiliated Lender Term Loan Cap), and (D) no amendment, modification or waiver of this Agreement or any Loan Document altering the ratable treatment of Obligations arising under Secured Hedge Agreements or under Cash Management Obligations resulting in such Obligations being junior in right of payment to principal on the Loans or resulting in Obligations owing to any Hedge Bank or any Cash Management Obligations becoming unsecured (other than releases of Liens permitted in accordance with the terms hereof), in each case in a manner materially adverse to any Hedge Bank or any Cash Management Bank, shall be effective without the written consent of such Hedge Bank or such Cash Management Bank, as applicable, in effect immediately prior to such refinancing.

Replacement Loans. In addition, subject to Section 2.10(b) and 2.25, this Agreement and the other The Loan Documents may be amended (or amended and restated) with the written consent of the Administrative Agent, the Borrower and the Lenders providing the relevant Replacement Term Loans (as defined below) to permit the refinancing refinancing, replacement or exchange of all of the outstanding Revolving Loans or Term Loans of any Class (the “Refinanced Term Loans”) with replacement revolving loans or the replacement of the Aggregate Revolving Credit Commitment (the “Refinanced Commitment”) with one or more replacement term loan tranches hereunder which shall be Loans hereunder loans, respectively (“Replacement Term Loans) or one or more new revolving commitments (the “Replacement Commitments”), hereunder; provided that that, (aA) the aggregate principal amount of such Replacement Term Loans shall not exceed the aggregate principal amount of such Refinanced Term Loans, Loans plus (b1) the Applicable Margin for amount of all unpaid, accrued, or capitalized interest, penalties, premiums (including tender premiums), and other amounts payable with respect to any such Refinanced Loans and (2) underwriting discounts, fees, commissions, costs, expenses and other amounts payable with respect to such Replacement Term Loans; (B) no amendment, modification or waiver of this Agreement or any Loan Document altering the ratable treatment of Obligations arising under Secured Hedge Agreements or under Cash Management Obligations resulting in such Obligations being junior in right of payment to principal on the Loans or resulting in Obligations owing to any Hedge Bank or any Cash Management Obligations becoming unsecured (other than releases of Liens permitted in accordance with the terms hereof), in each case in a manner materially adverse to any Hedge Bank or any Cash Management Bank, shall be effective without the written consent of such Hedge Bank or such Cash Management Bank, as applicable; (C) such Replacement Loans is not guaranteed by any Subsidiary of the Borrower other than a Subsidiary Guarantor (including any Subsidiary that becomes a Subsidiary Guarantor in connection therewith); (i) to the extent secured by a Lien on property or assets of the Borrower or any of its Restricted Subsidiaries, any such Replacement Loans shall not be higher than secured by any Lien on any property or asset of such Person that does not also secure the Applicable Margin for such Refinanced Revolving Facility and the Amendment No. 12 Term LoansLoans (except (1) customary cash collateral in favor of an agent, respectivelyletter of credit issuer or similar “fronting” lender, (c2) Liens on property or assets applicable only to periods after the Weighted Average Life Latest Maturity Date of the Revolving Facility and the Amendment No. 12 Term Loans at the time of incurrence and (3) any Liens on property or assets to Maturity the extent that a Lien on such property or asset is also added for the benefit of the Lenders for so long as such Liens secure such Indebtedness); and (ii) to the extent incurred by or guaranteed by the Borrower or any of its Restricted Subsidiaries, any such Replacement Term Loans shall not be shorter than incurred by or guaranteed by any such Person that is not (or is not required to be) a Loan Party (except (1) for guarantees by other Persons that are applicable only to periods after the Weighted Average Life to Latest Maturity Date of such Refinanced the Revolving Facility and the Amendment No. 12 Term Loans, respectively, Loans at the time of incurrence and (2) any such refinancing, Person guaranteeing such Indebtedness that also guarantees the Revolving Facility and the Amendment No. 12 Term Loans for so long as such Person guarantees such Indebtedness); (dE) the aggregate amount of the Replacement Commitment shall not exceed the Refinanced Commitment, (e) the Applicable Margin for terms and conditions applicable to any such Replacement Commitment shall not exceed the Applicable Margin for the Refinanced Commitment, Loans are either: (fi) the borrower of such Replacement Term Loans or Replacement Commitment shall be the Borrower and (g) all other terms applicable to such Replacement Term Loans or Replacement Commitments shall be substantially identical to, or not materially or, taken as a whole, no more favorable to the Lenders lenders or holders providing such Replacement Loans or Replacement Commitments Indebtedness than, those applicable to such the applicable Refinanced Term Loans or Refinanced Commitments, except to the extent necessary to provide for covenants and other terms applicable to any period after the latest final maturity of the Term Loans, as applicable, determined in effect immediately prior good faith by a Responsible Officer of the Borrower in its reasonable judgment (except (A) for terms and conditions applicable only to periods after the scheduled final maturity date of such refinancing.Refinanced Loans at the time of incurrence and

Replacement Loans. In addition, subject to Section 2.10(b) 2.10 and 2.25, this Agreement and the other Loan Documents may be amended (or amended and restated) with the written consent of the Administrative Agent, the Borrower and the Lenders providing the relevant Replacement Term Loans to permit the refinancing of all of the outstanding Term Loans (the “Refinanced Term Loans”) or the replacement of the Aggregate Revolving Credit Commitment (the “Refinanced Commitment”) with one or more replacement term loan tranches hereunder which shall be Loans hereunder (“Replacement Term Loans”) or one or more new revolving commitments (the “Replacement Commitments”); provided that (a) the aggregate principal amount of such Replacement Term Loans shall not exceed the aggregate principal amount of such Refinanced Term Loans, (b) the Applicable Margin for such Replacement Term Loans shall not be higher than the Applicable Margin for such Refinanced Term Loans, respectively, (c) the Weighted Average Life to Maturity of such Replacement Term Loans shall not be shorter than the Weighted Average Life to Maturity of such Refinanced Term Loans, respectively, at the time of such refinancing, (d) the aggregate amount of the Replacement Commitment shall not exceed the Refinanced Commitment, (e) the Applicable Margin for such Replacement Commitment shall not exceed the Applicable Margin for the Refinanced Commitment, (f) the borrower of such Replacement Term Loans or Replacement Commitment shall be the Borrower and (g) all other terms applicable to such Replacement Term Loans or Replacement Commitments shall be substantially identical to, or not materially more favorable to the Lenders providing such Replacement Loans or Replacement Commitments than, those applicable to such Refinanced Term Loans or Refinanced Commitments, except to the extent necessary to provide for covenants and other terms applicable to any period after the latest final maturity of the Term Loans, as applicable, in effect immediately prior to such refinancing.

Replacement Loans. In addition, subject to Section 2.10(b) and 2.25, this Agreement and the other The Loan Documents may be amended (or amended and restated) with the written consent of the Administrative Agent, the Borrower Borrowers and the Lenders providing the relevant Replacement Term Loans (as defined below) to permit the refinancing refinancing, replacement or exchange of all of the outstanding Term Loans of any Class (the “Refinanced Term Loans”) or the replacement of the Aggregate Revolving Credit Commitment (the “Refinanced Commitment”) with one or more replacement term loan tranches hereunder which shall be Loans hereunder loans (“Replacement Term Loans”) or one or more new revolving commitments (the “Replacement Commitments”)hereunder; provided that that, (aA) the aggregate principal amount of such Replacement Term Loans shall not exceed the aggregate principal amount of such Refinanced Term Loans, Loans (bplus (x) the Applicable Margin for amount of all unpaid, accrued, or capitalized interest, penalties, premiums (including tender premiums), and other amounts payable with respect to any such Refinanced Loans and (y) underwriting discounts, fees, commissions, costs, expenses and other amounts payable with respect to such Replacement Term Loans shall not be higher than the Applicable Margin for such Refinanced Term Loans, respectively, ); (cB) the Weighted Average Life to Maturity of such Replacement Term Loans shall not be shorter than the remaining Weighted Average Life to Maturity of such Refinanced Term Loans, respectively, Loans at the time of such refinancing, (dC) the aggregate amount of the Replacement Commitment shall not exceed the Refinanced Commitment, (e1) the Applicable Margin for any such Replacement Commitment shall not exceed the Applicable Margin for the Refinanced Commitment, (f) the borrower of such Replacement Term Loans or Replacement Commitment shall be the Borrower on terms and (g) all other terms applicable to such Replacement Term Loans or Replacement Commitments shall be substantially identical toconditions that are, or taken as a whole, not materially more favorable to the Lenders lenders or holders providing such Replacement Loans or Replacement Commitments than, Indebtedness than those applicable to such Refinanced the Initial Term Loans, as determined in good faith by a Responsible Officer of the US Borrower in its reasonable judgment (except (x) for covenants applicable only to periods after the Latest Maturity Date of the Term Loans at the time of incurrence and (y) any term or Refinanced Commitments, except condition to the extent necessary such term or condition is also added for the benefit of the Lenders under the Term Loans) or (2) solely to provide for covenants the extent that any terms and other terms conditions applicable to any period after Replacement Loans are not the latest final maturity of same as, or substantially similar to, those then applicable to the Term Loans, shall otherwise reflect customary market terms and conditions at the time of such incurrence as applicable, determined in effect immediately good faith by a Responsible Officer of the US Borrower in its reasonable judgment (provided that a certificate of a Responsible Officer delivered to the Administrative Agent and the Revolving Agent at least four Business Days (or such shorter period as may be agreed by the Administrative Agent and the Revolving Agent) prior to the incurrence of such refinancing.Replacement Loans, together with a reasonably detailed description of the material covenants and events of default of such Indebtedness or drafts of the documentation relating thereto, stating that the US Borrower has determined in good faith that such terms and conditions satisfy the requirement of this clause (C) shall be conclusive evidence that such material covenants and events of default satisfy such requirement unless the Administrative Agent and the Revolving Agent notifies the US Borrower within such four Business Day (or shorter) period that it disagrees with such determination (including a description of the basis upon which it disagrees)); provided further that this clause (C) will not apply to (w) terms addressed in the other clauses of this clause (ii), (x) interest rate, rate floors, fees, funding discounts and other pricing terms and optional prepayment provisions, (y) redemption, prepayment or other premiums, and (z) optional prepayment or redemption terms. For the avoidance of doubt, any Affiliated Lender that provides any Replacement Loans shall be subject to the limitations on Affiliated Lenders set forth in Section 11.07(h) (including the Affiliated Lender Term Loan Cap), and

Replacement Loans. (i) In addition, subject to Section 2.10(b) and 2.25notwithstanding the foregoing, this Agreement and the other Loan Documents may be amended (or amended and restated) with the written consent of the Administrative Agent, Holdings, the Borrower and the Lenders providing the relevant Replacement Term Loans (as defined below) to permit the refinancing of all of the outstanding Term Loans (the “Refinanced Term Loans”) or the replacement of the Aggregate Revolving Credit Commitment (the “Refinanced Commitment”) with one or more replacement term loan tranches hereunder which shall be Loans hereunder denominated in Dollars (“Replacement Term Loans”) or one or more new revolving commitments (the “Replacement Commitments”)hereunder; provided that that (aA) the aggregate principal amount of such Replacement Term Loans shall not exceed the aggregate principal amount of such Refinanced Term Loans plus an amount equal to unpaid accrued interest and premium (including any customary tender premiums) thereon plus other amounts paid, and fees and expenses reasonably incurred, in connection with such Replacement Term Loans, , (bB) the Applicable Margin Rate for such Replacement Term Loans shall not be higher than the Applicable Margin Rate for such Refinanced Term Loans, respectively, , (cC) the Weighted Average Life to Maturity of such Replacement Term Loans shall not be shorter than the Weighted Average Life to Maturity of such Refinanced Term Loans, respectively, at the time of such refinancing, refinancing (dexcept to the extent of nominal amortization for periods where amortization has been eliminated as a result of prepayment of the applicable Term Loans) and the aggregate amount maturity date of the Replacement Commitment Term Loans shall not exceed be earlier than a date that is 91 days after the maturity date of the Refinanced Commitment, Term Loans, (eD) the Applicable Margin for such Replacement Commitment shall not exceed the Applicable Margin for the Refinanced Commitment, (f) the borrower of such Replacement Term Loans may only be secured by property (or Replacement Commitment shall a subset thereof) that secures the Obligations and may only be guaranteed by Persons (or a subset thereof) that also guarantee the Borrower and Obligations and (gE) all other terms applicable to such Replacement Term Loans or Replacement Commitments shall be substantially identical to, or not materially more less favorable to the Lenders providing such Replacement Term Loans or Replacement Commitments than, those applicable to such Refinanced Term Loans or Refinanced Commitments, except to the extent necessary to provide for covenants and other terms (A) applicable to any period after the latest final maturity of the Term Loans, as applicable, Loans in effect immediately prior to such refinancingrefinancing or (B) added for the benefit of all Secured Parties. (ii) In addition, notwithstanding the foregoing, this Agreement may be amended with the written consent of the Administrative Agent, Holdings, the Borrower and the Lenders providing the Replacement Revolving Credit Facility (as defined below) to permit the refinancing of any outstanding Revolving Credit Commitment (“Refinanced Revolving Credit Facility”) with one or more replacement revolving loan commitments denominated in Dollars (“Replacement Revolving Credit Facility”) hereunder; provided that

Replacement Loans. In addition, subject to Section 2.10(b) and 2.25, this Agreement and the other Loan Documents may be amended (or amended and restated) with the written consent of the Administrative Agent, the Borrower and the Lenders providing the relevant Replacement Term Loans to permit the refinancing of all of the outstanding Term Loans (the “Refinanced Term Loans”) or the replacement of the Aggregate Revolving Credit Commitment (the “Refinanced Commitment”) with one or more replacement term loan tranches hereunder which shall be Loans hereunder (“Replacement Term Loans”) or one or more new revolving commitments (the “Replacement Commitments”); provided that (a) the aggregate principal amount of such Replacement Term Loans shall not exceed the aggregate principal amount of such Refinanced Term Loans, (b) the Applicable Margin for such Replacement Term Loans shall not be higher than the Applicable Margin for such Refinanced Term Loans, respectively, (c) the Weighted Average Life to Maturity of such Replacement Term Loans shall not be shorter than the Weighted Average Life to Maturity of such Refinanced Term Loans, respectively, at the time of such refinancing, (d) the aggregate amount of the Replacement Commitment shall not exceed the Refinanced Commitment, (e) the Applicable Margin for such Replacement Commitment shall not exceed the Applicable Margin for the Refinanced Commitment, (f) the borrower of such Replacement Term Loans or Replacement Commitment shall be the Borrower and (g) all other terms applicable to such Replacement Term Loans or Replacement Commitments shall be substantially identical to, or not materially more favorable to the Lenders providing such Replacement Loans or Replacement Commitments than, those applicable to such Refinanced Term Loans or Refinanced Commitments, except to the extent necessary to provide for covenants and other terms applicable to any period after the latest final maturity of the Term Loans, as applicable, in effect immediately prior to such refinancing.

Replacement Loans. In addition, subject to Section 2.10(b) and 2.25, this Agreement and the other The Loan Documents may be amended (or amended and restated) with the written consent of the Administrative Agent, the Borrower and the Lenders providing the relevant Replacement Term Loans (as defined below) to permit the refinancing refinancing, replacement or exchange of all of the outstanding Term Loans of any Class (the “Refinanced Term Loans”) or the replacement of the Aggregate Revolving Credit Commitment (the “Refinanced Commitment”) with one or more replacement term loan tranches hereunder which shall be Loans hereunder loans (“Replacement Term Loans”) or one or more new revolving commitments (the “Replacement Commitments”)hereunder; provided that that, (aA) the aggregate principal amount of such Replacement Term Loans shall not exceed the aggregate principal amount of such Refinanced Term Loans (plus (1) the amount of all unpaid, accrued, or capitalized interest, penalties, premiums (including tender premiums), and other amounts payable with respect to any such Refinanced Loans and (2) underwriting discounts, fees, commissions, costs, expenses and other amounts payable with respect to such Replacement Loans; and (B) (i) the scheduled final maturity date of such Replacement Loans (A) that is Pari Passu Lien Debt, (bother than a revolving facility) will be no earlier than the Applicable Margin scheduled final maturity date for such Replacement Term the Refinanced Loans and (B) that is Junior Lien Debt or unsecured Indebtedness, will be no earlier than, or have scheduled amortization, prior to the date that is 91 days following the final maturity date of the Refinanced Loans; provided that this clause (B) shall not be higher than apply to the Applicable Margin for incurrence of any such Refinanced Term Loans, respectively, Indebtedness pursuant to the Inside Maturity Exception; and (cii) the Weighted Average Life to Maturity of any such Replacement Term Loans shall not will be no shorter than the remaining Weighted Average Life to Maturity of the Refinanced Loans; (C) no amendment, modification or waiver of this Agreement or any Loan Document altering the ratable treatment of Obligations arising under Secured Hedge Agreements or under Cash Management Obligations resulting in such Obligations being junior in right of payment to principal on the Loans or resulting in Obligations owing to any Hedge Bank or any Cash Management Obligations becoming unsecured (other than releases of Liens permitted in accordance with the terms hereof), in each case in a manner materially adverse to any Hedge Bank or any Cash Management Bank, shall be effective without the written consent of such Hedge Bank or such Cash Management Bank, as applicable; (D) any mandatory prepayment of such Replacement Loans may participate on a pro rata basis or a less than pro rata basis (but not on a greater than pro rata basis) in any mandatory repayments required to be made on the Refinanced Loans pursuant to its terms, it being agreed (A) any repayment of such Replacement Loans at maturity shall be permitted and (B) any greater than pro rata repayment of such Replacement Loans shall be permitted with the proceeds of a permitted refinancing thereof; provided that this clause (D) shall not apply to the incurrence of any such Replacement Loans pursuant to the Inside Maturity Exception; (E) such Replacement Loans is not guaranteed by any Subsidiary of the Borrower other than a Subsidiary Guarantor (including any Subsidiary that becomes a Subsidiary Guarantor in connection therewith); (i) to the extent secured by a Lien on property or assets of the Borrower or any of its Restricted Subsidiaries, any such Replacement Loans shall not be secured by any Lien on any property or asset of such Person that does not also secure the Initial Term LoansLoans (except (1) customary cash collateral in favor of an agent, respectivelyletter of credit issuer or similar “fronting” lender, (2) Liens on property or assets applicable only to periods after the Latest Maturity Date of the Initial Term Loans at the time of incurrence and (3) any Liens on property or assets to the extent that a Lien on such refinancingproperty or asset is also added for the benefit of the Lenders under the Initial Term Loans for so long as such Liens secure such Indebtedness); and (ii) to the extent incurred by or guaranteed by the Borrower or any of its Restricted Subsidiaries, any such Replacement Loans shall not be incurred by or guaranteed by any such Person that is not (dor is not required to be) a Loan Party (except (1) for guarantees by other Persons that are applicable only to periods after the Latest Maturity Date of the Initial Term Loans at the time of incurrence and (2) any such Person guaranteeing such Indebtedness that also guarantees the Initial Term Loans for so long as such Person guarantees such Indebtedness); (G) the aggregate amount of the Replacement Commitment shall not exceed the Refinanced Commitment, (e) the Applicable Margin for such Replacement Commitment shall not exceed the Applicable Margin for the Refinanced Commitment, (f) the borrower of such Replacement Term Loans or Replacement Commitment shall be the Borrower terms and (g) all other terms conditions applicable to such Replacement Term Loans or Replacement Commitments shall be substantially identical to, or not materially more favorable subject to the Lenders providing provisions of Section 2.16(g)(v) as if such Replacement Loans or Replacement Commitments than, those applicable to such Refinanced Term Loans or Refinanced Commitments, except to the extent necessary to provide for covenants and other terms applicable to any period after the latest final maturity of the were Incremental Term Loans; and (H) (i) may rank either pari passu or junior in right of payment and/or security with any Class of Refinanced Loans (including the Initial Term Loans) and (ii) for the avoidance of doubt, as applicablemay be Pari Passu Lien Debt, in effect immediately prior to such refinancingJunior Lien Debt or Unsecured Debt.

Replacement Loans. In addition, subject to Section 2.10(b) and 2.25, this Agreement and the other Loan Documents may be amended (or amended and restated) with the written consent of the Administrative Agent, the Borrower and the Lenders providing the relevant Replacement Term Loans to permit the refinancing of all of the outstanding Term Loans (the “Refinanced Term Loans”) or the replacement of the Aggregate Revolving Credit Commitment (the “Refinanced Commitment”) with one or more replacement term loan tranches hereunder which shall be Loans hereunder (“Replacement Term Loans) or one or more new revolving commitments (the “Replacement Commitments”); provided that (aC) the aggregate principal amount of such Replacement Term Loans shall not exceed the aggregate principal amount of such Refinanced Term Loans, (bD) the Applicable Margin for such Replacement Term Loans shall not be higher than the Applicable Margin for such Refinanced Term Loans, respectively, (cE) the Weighted Average Life to Maturity of such Replacement Term Loans shall not be shorter than the Weighted Average Life to Maturity of such Refinanced Term Loans, respectively, at the time of such refinancing, (dF) the aggregate amount of the Replacement Commitment shall not exceed the Refinanced Commitment, (eG) the Applicable Margin for such Replacement Commitment shall not exceed the Applicable Margin for the Refinanced Commitment, (fH) the borrower of such Replacement Term Loans or Replacement Commitment shall be the Borrower and (gI) all other terms applicable to such Replacement Term Loans or Replacement Commitments shall be substantially identical to, or not materially more favorable to the Lenders providing such Replacement Loans or Replacement Commitments than, those applicable to such Refinanced Term Loans or Refinanced Commitments, except to the extent necessary to provide for covenants and other terms applicable to any period after the latest final maturity of the Term Loans, as applicable, in effect immediately prior to such refinancing.

Replacement Loans. In addition, subject to Section 2.10(b) and 2.25, this Agreement and the other The Loan Documents may be amended (or amended and restated) with the written consent of the Borrower, the Administrative Agent (solely with respect to provisions relating to the administration thereof if changed from the corresponding provisions hereof in a manner that would make the administration thereof either materially more burdensome or administratively not feasible for the Administrative Agent, the Borrower ) and the Lenders providing the relevant Replacement Term Loans (as defined below) to permit the refinancing refinancing, replacement or exchange of all of the outstanding Term Loans of any Class (the “Refinanced Term Loans”) or the replacement of the Aggregate Revolving Credit Commitment (the “Refinanced Commitment”) with one or more replacement term loan tranches hereunder which shall be Loans hereunder loans (“Replacement Term Loans”) or one or more new revolving commitments (the “Replacement Commitments”)hereunder; provided that that, (aA) the aggregate principal amount of such Replacement Term Loans shall not exceed the aggregate principal amount of such Refinanced Term Loans, Loans (bplus (x) the Applicable Margin for amount of all unpaid, accrued, or capitalized interest, penalties, premiums (including tender premiums), and other amounts payable with respect to any such Refinanced Loans and (y) underwriting discounts, fees, commissions, costs, expenses and other amounts payable with respect to such Replacement Term Loans shall not be higher than the Applicable Margin for such Refinanced Term Loans, respectively, ); (cB) the Weighted Average Life to Maturity of such Replacement Term Loans shall not be shorter than the remaining Weighted Average Life to Maturity of such Refinanced Term Loans, respectively, Loans at the time of such refinancing, ; and (dC) the aggregate amount of the Replacement Commitment shall not exceed the Refinanced Commitment, (e1) the Applicable Margin for any such Replacement Commitment shall not exceed the Applicable Margin for the Refinanced Commitment, (f) the borrower of such Replacement Term Loans or Replacement Commitment shall be the Borrower on terms and (g) all other terms applicable to such Replacement Term Loans or Replacement Commitments shall be substantially identical toconditions that are, or taken as a whole, not materially more favorable to the Lenders lenders or holders providing such Replacement Loans or Replacement Commitments Indebtedness than, those applicable to such Refinanced the Initial Term Loans, as determined in good faith by a Responsible Officer of the Borrower in its reasonable judgment (except (x) for covenants applicable only to periods after the Latest Maturity Date of the Term Loans at the time of incurrence and (y) any term or Refinanced Commitments, except condition to the extent necessary such term or condition is also added for the benefit of the Lenders under the Term Loans) or (2) solely to provide for covenants the extent that any terms and other terms conditions applicable to any period after Replacement Loans are not the latest final maturity of same as, or substantially similar to, those then applicable to the Term Loans, shall otherwise reflect customary market terms and conditions at the time of such incurrence as applicable, determined in effect immediately good faith by a Responsible Officer of the Borrower in its reasonable judgment (provided that a certificate of a Responsible Officer delivered to the Administrative Agent at least four Business Days (or such shorter period as may be agreed by the Administrative Agent) prior to the incurrence of such refinancingReplacement Loans, together with a reasonably detailed description of the material covenants and events of default of such Indebtedness or drafts of the documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the requirement of this clause (C) shall be conclusive evidence that such material covenants and events of default satisfy such requirement unless the Administrative Agent notifies the Borrower within such four Business Day (or shorter) period that it disagrees with such determination (including a description of the basis upon which it disagrees)); provided further that this clause (C) will not apply to (w) terms addressed in the other clauses of this clause (ii), (x) interest rate, rate floors, fees, funding discounts and other pricing terms and optional prepayment provisions, (y) redemption, prepayment or other premiums, and (z) optional prepayment or redemption terms. For the avoidance of doubt, any Affiliated Lender that provides any Replacement Loans shall be subject to the limitations on Affiliated Lenders set forth in Section 11.07(h) (including the Affiliated Lender Term Loan Cap).

Replacement Loans. In additionThe Borrower, subject the Borrower Parties, the Agent and the Lenders party hereto acknowledge and agree that Non-Consenting Lenders, in lieu of executing assignment agreements in connection with this Amendment pursuant to Section 2.10(b5.12(b) of the Credit Agreement, will instead be repaid in full with proceeds of new Term Loans made by Keybank (the “Replacement Lender”) on the First Amendment Effective Date in the aggregate principal amount of $74,459,727.89 (such Term Loans being “Replacement Loans”) and 2.25, this shall be paid their accrued interest thereon by the Borrower on the First Amendment Effective Date. Such Replacement Loans shall constitute “Initial Term Loans” and “Term Loans” for all purposes under the Credit Agreement and the other Loan Documents may Documents, and shall be amended on the same terms and conditions (or amended and restated) with the written consent constitute a part of the Administrative Agent, the Borrower and the Lenders providing the relevant Replacement Term Loans to permit the refinancing same tranche of loans) as all of the outstanding other Initial Term Loans (as amended hereby). The parties hereto acknowledge and agree (a) that the “Refinanced Replacement Loans are not Incremental Term Loans”Loans and (b) or the replacement that Section 5.6 of the Aggregate Revolving Credit Commitment Agreement (and any other provision in the “Refinanced Commitment”) with one or more replacement term loan tranches hereunder which shall be Loans hereunder (“Replacement Credit Agreement requiring pro rata application of the prepayment of Term Loans) or one or more new revolving commitments (shall not apply to the “Replacement Commitments”); provided that (a) repayment of the aggregate principal amount Term Loans of such Non-Consenting Lenders with the proceeds of such Replacement Term Loans and that such repayment shall not exceed reduce the aggregate principal amount of such Refinanced Term Loans, (b) the Applicable Margin for such Replacement Term Loans shall not be higher than the Applicable Margin for such Refinanced Term Loans, respectively, (c) the Weighted Average Life to Maturity of such Replacement Term Loans shall not be shorter than the Weighted Average Life to Maturity of such Refinanced Term Loans, respectively, at the time of such refinancing, (d) the aggregate amount of the Replacement Commitment shall not exceed the Refinanced Commitment, (e) the Applicable Margin for such Replacement Commitment shall not exceed the Applicable Margin for the Refinanced Commitment, (f) the borrower of such Replacement Term Loans or Replacement Commitment shall be the Borrower and (g) all other terms applicable to such Replacement Term Loans or Replacement Commitments shall be substantially identical to, or not materially more favorable to the Lenders providing such Replacement Loans or Replacement Commitments than, those applicable to such Refinanced Term Loans or Refinanced Commitments, except to the extent necessary to provide for covenants and other terms applicable to any period after the latest final maturity installment payments due in respect of the Term Loans pursuant to Section 4.3(a) of the Credit Agreement. With respect to the Replacement Loans, as applicable, the parties hereto waive the notice requirement and the requirement to prepay Term Loans in effect immediately prior to such refinancingwhole multiples of $1,000,000 set forth in Section 4.4(a) of the Credit Agreement.

Replacement Loans. In addition, subject to Section 2.10(b) and 2.25, this Agreement and the other The Loan Documents may be amended (or amended and restated) with the written consent of the Administrative Agent, the Borrower Borrowers and the Lenders providing the relevant Replacement Term Loans (as defined below) to permit the refinancing refinancing, replacement or exchange of all of the outstanding Term Loans of any Class (the “Refinanced Term Loans”) or the replacement of the Aggregate Revolving Credit Commitment (the “Refinanced Commitment”) with one or more replacement term loan tranches hereunder which shall be Loans hereunder loans (“Replacement Term Loans”) or one or more new revolving commitments (the “Replacement Commitments”)hereunder; provided that that, (aA) the aggregate principal amount of such Replacement Term Loans shall not exceed the aggregate principal amount of such Refinanced Term Loans, Loans (bplus (x) the Applicable Margin for amount of all unpaid, accrued, or capitalized interest, penalties, premiums (including tender premiums), and other amounts payable with respect to any such Refinanced Loans and (y) underwriting discounts, fees, commissions, costs, expenses and other amounts payable with respect to such Replacement Term Loans shall not be higher than the Applicable Margin for such Refinanced Term Loans, respectively, ); (cB) the Weighted Average Life to Maturity of such Replacement Term Loans shall not be shorter than the remaining Weighted Average Life to Maturity of such Refinanced Term Loans, respectively, Loans at the time of such refinancing, , (dC) the aggregate amount of the Replacement Commitment shall not exceed the Refinanced Commitment, (e1) the Applicable Margin for any such Replacement Commitment shall not exceed the Applicable Margin for the Refinanced Commitment, (f) the borrower of such Replacement Term Loans or Replacement Commitment shall be the Borrower on terms and (g) all other terms applicable to such Replacement Term Loans or Replacement Commitments shall be substantially identical toconditions that are, or taken as a whole, not materially more favorable to the Lenders lenders or holders providing such Replacement Loans or Replacement Commitments than, Indebtedness than those applicable to such Refinanced the Initial Term Loans, as determined in good faith by a Responsible Officer of the US Borrower in its reasonable judgment (except (x) for covenants applicable only to periods after the Latest Maturity Date of the Term Loans at the time of incurrence and (y) any term or Refinanced Commitments, except condition to the extent necessary such term or condition is also added for the benefit of the Lenders under the Term Loans) or (2) solely to provide for covenants the extent that any terms and other terms conditions applicable to any period after Replacement Loans are not the latest final maturity of same as, or substantially similar to, those then applicable to the Term Loans, shall otherwise reflect customary market terms and conditions at the time of such incurrence as determined in good faith by a Responsible Officer of the US Borrower in its reasonable judgment (provided that a certificate of a Responsible Officer delivered to the Administrative Agent at least four Business Days (or such shorter period as may be agreed by the Administrative Agent) prior to the incurrence of such Replacement Loans, together with a reasonably detailed description of the material covenants and events of default of such Indebtedness or drafts of the documentation relating thereto, stating that the US Borrower has determined in good faith that such terms and conditions satisfy the requirement of this clause (C) shall be conclusive evidence that such material covenants and events of default satisfy such requirement unless the Administrative Agent notifies the US Borrower within such four Business Day (or shorter) period that it disagrees with such determination (including a description of the basis upon which it disagrees)); provided further that this clause (C) will not apply to (w) terms addressed in the other clauses of this clause (ii), (x) interest rate, rate floors, fees, funding discounts and other pricing terms and optional prepayment provisions, (y) redemption, prepayment or other premiums, and (z) optional prepayment or redemption terms. For the avoidance of doubt, any Affiliated Lender that provides any Replacement Loans shall be subject to the limitations on Affiliated Lenders set forth in Section 11.07(h) (including the Affiliated Lender Term Loan Cap), and (D) no amendment, modification or waiver of this Agreement or any Loan Document altering the ratable treatment of Obligations arising under Secured Hedge Agreements or under Cash Management Obligations resulting in such Obligations being junior in right of payment to principal on the Loans (other than to the same extent as on the Closing Date) or resulting in Obligations owing to any Hedge Bank or any Cash Management Obligations becoming unsecured (other than releases of Liens permitted in accordance with the terms hereof), in each case in a manner materially adverse to any Hedge Bank or any Cash Management Bank, shall be effective without the written consent of such Hedge Bank or such Cash Management Bank, as applicable, in effect immediately prior to such refinancing.

Replacement Loans. In addition, subject to Section 2.10(b) 2.10 and 2.25, this Agreement and the other Loan Documents may be amended (or amended and restated) with the written consent of the Administrative Agent, the Borrower and the Lenders providing the relevant Replacement Term Loans to permit the refinancing of all or a portion of the outstanding Term Loans (the “Refinanced Term Loans”) or the replacement of all or a portion of the Aggregate Revolving Credit Commitment (the “Refinanced Commitment”) with one or more replacement term loan tranches hereunder which shall be Loans hereunder (“Replacement Term Loans”) or one or more new revolving commitments (the “Replacement Commitments”); provided that (a) the aggregate principal amount of such Replacement Term Loans shall not exceed the aggregate principal amount of such Refinanced Term Loans, (b) the Applicable Margin for such Replacement Term Loans shall (i) not be higher than the Applicable Margin for such Refinanced Term LoansLoans or (ii) if the Applicable Margin is higher, respectivelyit shall reflect market terms for similar borrowers at the time of incurrence or issuance (as reasonably determined by the Borrower), (c) the Weighted Average Life to Maturity of such Replacement Term Loans shall not be shorter than the Weighted Average Life to Maturity of such Refinanced Term Loans, respectively, at the time of such refinancing, (d) the aggregate amount of the Replacement Commitment shall not exceed the Refinanced Commitment, (e) the Applicable Margin for such Replacement Commitment shall (i) if incurred prior to the second anniversary of the Closing Date, not exceed the Applicable Margin for the Refinanced CommitmentCommitment by more than 0.750% and (ii) if incurred after the second anniversary of the Closing Date, the Applicable Margin shall reflect market terms for similar borrowers at the time of incurrence or issuance (as reasonably determined by the Borrower), (f) the borrower of such Replacement Term Loans or Replacement Commitment shall be the Borrower and (g) all other terms applicable to such Replacement Term Loans or Replacement Commitments shall be substantially identical to, or not materially more favorable to the Lenders providing such Replacement Loans or Replacement Commitments than, those applicable to such Refinanced Term Loans or Refinanced Commitments, except to the extent necessary to provide for covenants and other terms applicable to any period after the latest final maturity Latest Maturity Date of the Closing Date Term Loans, as applicable, Loans or the Revolving Credit Commitments in effect immediately prior to such refinancing.