Example ContractsClausesincremental and refinancing facilitiesVariants
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Upon written notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrower may from time to time elect to refinance any Class of Term Loans or Commitments under the Revolving Credit Facility, in whole or in part, with one or more new term loan facilities (each, a “Refinancing Term Facility”) or new revolving credit facilities (each, a “Refinancing Revolving Facility”; the Refinancing Term Facilities and the Refinancing Revolving Facilities are collectively referred to as “Refinancing Facilities”), respectively, under this Agreement with the consent of the Borrower, the Administrative Agent (not to be unreasonably withheld, delayed or conditioned) and the institutions providing such Refinancing Term Facility or Refinancing Revolving Facility; provided that # any Refinancing Term Facility does not mature, or have a weighted average life to maturity, earlier than the final maturity, or the weighted average life, of the Class of Term Loans being refinanced, # [reserved]; # any Refinancing Revolving Facility does not mature prior to the maturity date of the Revolving Credit Commitments being refinanced, # the other terms and conditions (other than interest rate, premiums, fees, original issue discount, optional prepayment and redemptions terms) of such Refinancing Term Facility or Refinancing Revolving Facility are substantially identical to, or (when taken as a whole) less favorable to the investors providing such Refinancing Term Facility or Refinancing Revolving Facility, as applicable, than those applicable to the Term Loans or the Revolving Credit Commitments being refinanced (each as determined by the Borrower in good faith) (except for # covenants or other provisions applicable only to periods after the latest final maturity date of the Term Loans and the Revolving Credit Commitments existing at the time of such refinancing or # to the extent such more favorable terms or conditions are added for the benefit of the Lenders of the Term Loans as of the Closing Date; provided that the Borrower and the Administrative Agent shall be permitted to amend the terms of this Agreement and the other Loan Documents to provide for terms more favorable to the Lenders, without the consent of any Lender or any other Person), # the proceeds of such Refinancing Facilities shall be applied, substantially concurrently with the incurrence thereof, to the pro rata prepayment of outstanding loans (and, in the case of the Revolving Credit Facility, pro rata commitment reductions) under the applicable Class of Term Loans or Revolving Credit Commitments being so refinanced, # to the extent secured, any such Refinancing Facility shall not be secured by any lien on any asset that does not also secure the Facilities and # Refinancing Facilities may not be guaranteed by any person other than a Subsidiary Guarantor. Each such notice shall specify the date (each, a “Refinancing Effective Date”) on which the Borrower proposes that the Refinancing Facility shall be made, which shall be a date not less than three (3) Business Days after the date on which such notice is delivered to the Administrative Agent.

UponSECTION # Refinancing Facilities. (a) The Borrower may by written notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrower may from time to time elect to refinance any Classrequest the establishment of one or more additional Classes of term loans under this Agreement (“Refinancing Term LoansLoans”), which refinance, renew, replace, defease or Commitments under the Revolving Credit Facility,refund (collectively, “Refinance”), in whole or in part, with one or more new term loan facilities (each, a “RefinancingClasses of Term Facility”) or new revolving credit facilities (each, a “Refinancing Revolving Facility”;Loans under this Agreement; provided, that such Refinancing Term Loans may not be in an amount greater than the Term Loans being Refinanced plus unpaid accrued interest, fees, expenses and premium (if any) thereon and underwriting discounts, fees, commissions and expenses incurred in connection with the Refinancing Term Facilities and the Refinancing Revolving Facilities are collectively referred to as “Refinancing Facilities”), respectively, under this Agreement with the consent of the Borrower, the Administrative Agent (not to be unreasonably withheld, delayed or conditioned) and the institutions providing such Refinancing Term Facility or Refinancing Revolving Facility; provided that # any Refinancing Term Facility does not mature, or have a weighted average life to maturity, earlier than the final maturity, or the weighted average life, of the Class of Term Loans being refinanced, # [reserved]; # any Refinancing Revolving Facility does not mature prior to the maturity date of the Revolving Credit Commitments being refinanced, # the other terms and conditions (other than interest rate, premiums, fees, original issue discount, optional prepayment and redemptions terms) of such Refinancing Term Facility or Refinancing Revolving Facility are substantially identical to, or (when taken as a whole) less favorable to the investors providing such Refinancing Term Facility or Refinancing Revolving Facility, as applicable, than those applicable to the Term Loans or the Revolving Credit Commitments being refinanced (each as determined by the Borrower in good faith) (except for # covenants or other provisions applicable only to periods after the latest final maturity date of the Term Loans and the Revolving Credit Commitments existing at the time of such refinancing or # to the extent such more favorable terms or conditions are added for the benefit of the Lenders of the Term Loans as of the Closing Date; provided that the Borrower and the Administrative Agent shall be permitted to amend the terms of this Agreement and the other Loan Documents to provide for terms more favorable to the Lenders, without the consent of any Lender or any other Person), # the proceeds of such Refinancing Facilities shall be applied, substantially concurrently with the incurrence thereof, to the pro rata prepayment of outstanding loans (and, in the case of the Revolving Credit Facility, pro rata commitment reductions) under the applicable Class of Term Loans or Revolving Credit Commitments being so refinanced, # to the extent secured, any such Refinancing Facility shall not be secured by any lien on any asset that does not also secure the Facilities and # Refinancing Facilities may not be guaranteed by any person other than a Subsidiary Guarantor.Loans. Each such notice shall specify the date (each, a “Refinancing Effective Date”) on which the Borrower proposes that the Refinancing FacilityTerm Loans shall be made, which shall be a date not less than three (3)five (5) Business Days after the date on which such notice is delivered to the Administrative Agent.Agent; provided that:

UponSECTION # Refinancing Facilities. (a) The Borrower may, on one or more occasions, by written notice to the Administrative Agent (which shall promptly notify the Lenders),Agent, establish # a new Class of revolving commitments (the “Refinancing Revolving Commitments”) pursuant to which each Person providing such a commitment (a “Refinancing Revolving Lender”) will make revolving loans to the Borrower may from time to time elect to refinance any Class(“Refinancing Revolving Loans”) and acquire participations in the Letters of Term LoansCredit or Commitments under the Revolving Credit Facility, in whole or in part, with# one or more newadditional Classes of term loan facilities (each, acommitments (theRefinancing Term Facility”Commitments”) or new revolving credit facilities (each, a “Refinancing Revolving Facility”; the Refinancing Term Facilities and the Refinancing Revolving Facilities are collectively referredpursuant to as “Refinancing Facilities”), respectively, under this Agreement with the consent of the Borrower, the Administrative Agent (not to be unreasonably withheld, delayed or conditioned) and the institutionswhich each Person providing such Refinancinga commitment (a “Refinancing Term Facility or Refinancing Revolving Facility; provided that # any Refinancing Term Facility does not mature, or have a weighted average life to maturity, earlier than the final maturity, or the weighted average life, of the Class of Term Loans being refinanced, # [reserved]; # any Refinancing Revolving Facility does not mature priorLender”) will make term loans to the maturity date of the Revolving Credit Commitments being refinanced, # the other terms and conditions (other than interest rate, premiums, fees, original issue discount, optional prepayment and redemptions terms) of such RefinancingBorrower (the “Refinancing Term Facility or Refinancing Revolving Facility are substantially identical to, or (when taken as a whole) less favorable to the investors providing such Refinancing Term Facility or Refinancing Revolving Facility, as applicable, than those applicable to the Term Loans or the Revolving Credit Commitments being refinanced (each as determined by the Borrower in good faith) (except for # covenants or other provisions applicable only to periods after the latest final maturity date of the Term Loans and the Revolving Credit Commitments existing at the time of such refinancing or # to the extent such more favorable terms or conditions are added for the benefit of the Lenders of the Term Loans as of the Closing Date; provided that the Borrower and the Administrative Agent shall be permitted to amend the terms of this Agreement and the other Loan Documents to provide for terms more favorable to the Lenders, without the consent of any Lender or any other Person), # the proceeds of such Refinancing Facilities shall be applied, substantially concurrently with the incurrence thereof, to the pro rata prepayment of outstanding loans (and, in the case of the Revolving Credit Facility, pro rata commitment reductions) under the applicable Class of Term Loans or Revolving Credit Commitments being so refinanced, # to the extent secured, any such Refinancing Facility shall not be secured by any lien on any asset that does not also secure the Facilities and # Refinancing Facilities may not be guaranteed by any person other than a Subsidiary Guarantor.Loans”). Each such notice shall specify # the date (each, a “Refinancing Effective Date”) on which the Borrower proposes that the Refinancing FacilityRevolving Commitments or the Refinancing Term Commitments, as applicable, shall be made, which shalleffective, # the amount of the Refinancing Revolving Commitments or Refinancing Term Commitments, as applicable, requested to be established and # the identity of each Person proposed to become a Refinancing Lender in connection therewith (it being agreed that # any Lender approached to provide any Refinancing Revolving Commitment or Refinancing Term Commitment may elect or decline, in its sole discretion, to provide such Refinancing Revolving Commitment or Refinancing Term Commitment and # any Person that the Borrower proposes to be a date not less than three (3) Business Days afterRefinancing Lender must be an Eligible Assignee and, if such approval would then be required under [Section 9.04] for an assignment to such Person of a Commitment or Loan of the date on which such notice is delivered toapplicable Class, must be approved by the Administrative Agent.Agent and each Issuing Bank (each such approval not to be unreasonably withheld, delayed or conditioned)).

UponSECTION # Refinancing Facilities. (a) The Borrower may, on one or more occasions, by written notice to the Administrative Agent (which shall promptly notifyAgent, request the Lenders),establishment hereunder of # a new Class of revolving commitments (the “Refinancing Revolving Commitments”) pursuant to which each Person providing such a commitment (a “Refinancing Revolving Lender”) will make revolving loans to the Borrower may from time to time elect to refinance any Class(“Refinancing Revolving Loans”) and acquire participations in the Letters of Term Loans or Commitments under the Revolving Credit Facility, in whole or in part, withand # one or more newadditional Classes of term loan facilities (each, acommitments (theRefinancing Term Facility”Loan Commitments”) or new revolving credit facilities (each,pursuant to which each Person providing such a commitment (a Refinancing Term Lender”) will make term loans to the Borrower (the “Refinancing Term Loans”); provided that # each Refinancing Revolving Facility”; theLender and each Refinancing Term Facilities and the Refinancing Revolving Facilities are collectively referredLender shall be an Eligible Assignee and, if not already a Lender, shall otherwise be reasonably acceptable to as “Refinancing Facilities”), respectively, under this Agreement with the consent of the Borrower, the Administrative Agent (notand # each Refinancing Revolving Lender (if not already a Lender) shall be approved by each Issuing Bank and the Swingline Lender (such approvals not to be unreasonably withheld, delayedwithheld or conditioned) and the institutions providing such Refinancing Term Facility or Refinancing Revolving Facility; provided that # any Refinancing Term Facility does not mature, or have a weighted average life to maturity, earlier than the final maturity, or the weighted average life, of the Class of Term Loans being refinanced, # [reserved]; # any Refinancing Revolving Facility does not mature prior to the maturity date of the Revolving Credit Commitments being refinanced, # the other terms and conditions (other than interest rate, premiums, fees, original issue discount, optional prepayment and redemptions terms) of such Refinancing Term Facility or Refinancing Revolving Facility are substantially identical to, or (when taken as a whole) less favorable to the investors providing such Refinancing Term Facility or Refinancing Revolving Facility, as applicable, than those applicable to the Term Loans or the Revolving Credit Commitments being refinanced (each as determined by the Borrower in good faith) (except for # covenants or other provisions applicable only to periods after the latest final maturity date of the Term Loans and the Revolving Credit Commitments existing at the time of such refinancing or # to the extent such more favorable terms or conditions are added for the benefit of the Lenders of the Term Loans as of the Closing Date; provided that the Borrower and the Administrative Agent shall be permitted to amend the terms of this Agreement and the other Loan Documents to provide for terms more favorable to the Lenders, without the consent of any Lender or any other Person), # the proceeds of such Refinancing Facilities shall be applied, substantially concurrently with the incurrence thereof, to the pro rata prepayment of outstanding loans (and, in the case of the Revolving Credit Facility, pro rata commitment reductions) under the applicable Class of Term Loans or Revolving Credit Commitments being so refinanced, # to the extent secured, any such Refinancing Facility shall not be secured by any lien on any asset that does not also secure the Facilities and # Refinancing Facilities may not be guaranteed by any person other than a Subsidiary Guarantor. Each such notice shall specify the date (each, a “Refinancing Effective Date”) on which the Borrower proposes that the Refinancing Facility shall be made, which shall be a date not less than three (3) Business Days after the date on which such notice is delivered to the Administrative Agent.delayed).

Upon written noticeThe Refinancing Commitments shall be effected pursuant to one or more Refinancing Facility Agreements executed and delivered by the Borrower, each Refinancing Lender providing such Refinancing Commitment, the Administrative Agent (which shall promptly notifyand, in the Lenders), the Borrower may from time to time elect to refinance any Classcase of Term Loans or Commitments under the Revolving Credit Facility, in whole or in part, with one or more new term loan facilities (each, a “Refinancing Term Facility”) or new revolving credit facilities (each, a “Refinancing Revolving Facility”; the Refinancing Term Facilities and the Refinancing Revolving Facilities are collectively referred to as “Refinancing Facilities”), respectively, under this Agreement with the consent of the Borrower, the Administrative Agent (not to be unreasonably withheld, delayed or conditioned) and the institutions providing such Refinancing Term Facility or Refinancing Revolving Facility;Commitments, each Issuing Bank; provided that no Refinancing Commitments shall become effective unless # any Refinancing Term Facility does not mature, or have a weighted average life to maturity, earlier thanin the final maturity, or the weighted average life,case of the Class of Term Loans being refinanced, # [reserved]; # any Refinancing Revolving Facility does not mature prior toCommitments, substantially concurrently with the maturity date ofeffectiveness thereof, all the Revolving Credit Commitments being refinanced, # the other termsthen in effect shall be terminated, and conditions (other than interest rate, premiums, fees, original issue discount, optional prepayment and redemptions terms) of such Refinancing Term Facility or Refinancing Revolving Facility are substantially identical to, or (when taken as a whole) less favorable to the investors providing such Refinancing Term Facility or Refinancing Revolving Facility, as applicable, than those applicable to the Term Loans orall the Revolving Credit Commitments being refinanced (each as determined by the Borrower in good faith) (except for # covenants orLoans then outstanding, together with all interest thereon, and all other provisions applicable only to periods after the latest final maturity date of the Term Loans and the Revolving Credit Commitments existing at the time of such refinancing or # to the extent such more favorable terms or conditions are addedamounts accrued for the benefit of the LendersRevolving [[Organization A:Organization]], shall be repaid or paid (it being understood, however, that any Letters of Credit may continue to be outstanding hereunder), and the aggregate amount of such Refinancing Revolving Commitments does not exceed the sum of the unused portion of the Aggregate Revolving Commitment plus the Aggregate Revolving Exposure at such time (except by an amount equal to accrued and unpaid interest with respect to the Revolving Loans, commitment and Letter of Credit participation fees accrued and unpaid with respect to the Revolving Commitments and fees (including upfront fees and original issue discount), premiums and expenses relating to such refinancing), # in the case of any Refinancing Term Commitments, substantially concurrently with the effectiveness thereof, the Borrower shall obtain Refinancing Term Loans asthereunder and shall repay or prepay then outstanding Term Borrowings of any Class in an aggregate principal amount equal to the Closing Date; provided thataggregate amount of such Refinancing Term Commitments (less the aggregate amount of accrued and unpaid interest with respect to such outstanding Term Borrowings and any fees (including upfront fees and original issue discount), premiums and expenses relating to such refinancing) (and any such prepayment of Eurocurrency Term Borrowings (other than any ABR Borrowings or Alternative Currency Daily Rate Loans) shall be subject to [Section 2.16]) and # the Borrower andshall have delivered to the Administrative Agent such legal opinions, board resolutions, secretary’s certificates, officer’s certificates and other documents as shall reasonably be permittedrequested (consistent in all material respects with the documents delivered on the Effective Date under [Section 4.01]) by the Administrative Agent in connection with any such transaction. The Administrative Agent shall promptly notify each Lender as to amend the termseffectiveness of each Refinancing Facility Agreement. Each Refinancing Facility Agreement may, without the consent of any Lender other than the applicable Refinancing [[Organization A:Organization]], effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to provide for terms more favorablegive effect to the Lenders, withoutprovisions of this Section, including any amendments necessary to treat the applicable Refinancing Commitments and Refinancing Loans as a new Class of Commitments and/or Loans hereunder (including for purposes of prepayments and voting (it being agreed that such new Class of Commitments and/or Loans may be afforded class voting rights requiring the consent of [[Organization A:Organization]] under such Class in addition to any Lenderother consent of [[Organization A:Organization]] that might otherwise be required under [Section 9.02]) and to enable such new Class of Commitments and/or Loans to be extended under [Section 2.22] or refinanced under this Section). The Administrative Agent agrees that its consent to any amendment to this Agreement or any other Person), # the proceeds of such Refinancing Facilities shall be applied, substantially concurrently with the incurrence thereof,Loan Document as contemplated above, or to the pro rata prepaymentform and substance of outstanding loans (and, in the case of the Revolving Credit Facility, pro rata commitment reductions) under the applicable Class of Term Loans or Revolving Credit Commitments being so refinanced, # to the extent secured, any such Refinancing Facility shallAgreement, will not be secured by any lien on any asset that does not also secure the Facilities and # Refinancing Facilities may not be guaranteed by any person other than a Subsidiary Guarantor. Each such notice shall specify the date (each, a “Refinancing Effective Date”) on which the Borrower proposes that the Refinancing Facility shall be made, which shall be a date not less than three (3) Business Days after the date on which such notice is delivered to the Administrative Agent.unreasonably withheld, delayed or conditioned.

UponNotwithstanding anything to the contrary in this Agreement, the Borrower may by written notice to the Administrative Agent (which shall promptly notifyestablish one or more additional tranches of term loans under this Agreement (such loans, “Refinancing Term Loans”), all cash proceeds from the Lenders),incurrence, issuance or sale by the Borrower may from timeof which Refinancing Term Loans, net of all taxes paid or reasonably estimated to time electbe payable, directly or indirectly, as a result thereof and fees (including investment banking fees, underwriting fees and discounts), commissions, costs and other expenses, in each case incurred in connection with such incurrence, issuance or sale, are used to refinance any Class of Term Loans or Commitments under the Revolving Credit Facility,Refinance in whole or in part, withpart any Loans (or one or more new term loan facilities (each, a “Refinancing Term Facility”) or new revolving credit facilities (each, a “Refinancing Revolving Facility”; the Refinancing Term Facilities and the Refinancing Revolving Facilities are collectively referred to as “Refinancing Facilities”), respectively, under this Agreement with the consentClass(es) of the Borrower, the Administrative Agent (not to be unreasonably withheld, delayed or conditioned) and the institutions providing such Refinancing Term Facility or Refinancing Revolving Facility; provided that # any Refinancing Term Facility does not mature, or have a weighted average life to maturity, earlier than the final maturity, or the weighted average life, of the Class of Term Loans being refinanced, # [reserved]; # any Refinancing Revolving Facility does not mature prior to the maturity date of the Revolving Credit Commitments being refinanced, # the other terms and conditions (other than interest rate, premiums, fees, original issue discount, optional prepayment and redemptions terms) of such Refinancing Term Facility or Refinancing Revolving Facility are substantially identical to, or (when taken as a whole) less favorable to the investors providing such Refinancing Term Facility or Refinancing Revolving Facility, as applicable, than those applicable to the Term Loans or the Revolving Credit Commitments being refinanced (each as determined by the Borrower in good faith) (except for # covenants or other provisions applicable only to periods after the latest final maturity date of the Term Loans and the Revolving Credit Commitments existing at the time of such refinancing or # to the extent such more favorable terms or conditions are added for the benefit of the Lenders of the Term Loans as of the Closing Date; provided that the Borrower and the Administrative Agent shall be permitted to amend the terms of this Agreement and the other Loan Documents to provide for terms more favorable to the Lenders, without the consent of any Lender or any other Person), # the proceeds of such Refinancing Facilities shall be applied, substantially concurrently with the incurrence thereof, to the pro rata prepayment of outstanding loans (and, in the case of the Revolving Credit Facility, pro rata commitment reductions) under the applicable Class of Term Loans or Revolving Credit Commitments being so refinanced, # to the extent secured, any such Refinancing Facility shall not be secured by any lien on any asset that does not also secure the Facilities and # Refinancing Facilities may not be guaranteed by any person other than a Subsidiary Guarantor.Loans). Each such notice shall specify the applicable Class(es) of Loans being refinanced and the date (each, a Refinancing“Refinancing Effective Date”Date”) on which the Borrower proposes that the Refinancing FacilityTerm Loans shall be made, which shall be a date not lessearlier than three (3)five (5) Business Days after the date on which such notice is delivered to the Administrative Agent.Agent (or such shorter period agreed to by the Administrative Agent in its sole discretion); provided that:

UponAt any time after the Closing Date, the Borrower may obtain, from any Lender on a pro rata basis (based on the aggregate outstanding principal amount of the Term Loans or Revolving Commitments then outstanding) or, to the extent declined by an existing Lender after having five (5) Business Days to respond after written notice from the Agent (which shall be redeemed rejected if not received at the end of such five (5) Business Days period), any new lender (provided that if Administrative Agent would have consent rights with respect to such new lender under ‎[Section 11.04] herein were such new lender to take an assignment of Loans or Commitments hereunder, then such new lender shall be reasonably acceptable to the Administrative Agent (which(in consultation with the Borrower) (such acceptance not to be unreasonably withheld or delayed); provided, however, that, notwithstanding anything to the contrary, no new lender shall promptly notifybe a Loan Party or an Affiliate of a Loan Party) (each such new lender being an “Additional Lender”) Refinancing Term Loans, Refinancing Term Loan Commitments, Refinancing Revolving Loans or Refinancing Revolving Loan Commitments in exchange for, or to extend, renew, replace or refinance, in respect of all of the Lenders), the Borrower may from time to time elect to refinance any Class of Term Loans or Commitments under the Revolving Credit Facility, in whole or in part, with one or more new term loan facilities (each, a “Refinancing Term Facility”) or new revolving credit facilities (each, a “Refinancing Revolving Facility”; the Refinancing Term Facilities and the Refinancing Revolving Facilities are collectively referred to as “Refinancing Facilities”), respectively,Loans then outstanding under this Agreement with the consent of the Borrower, the Administrative Agent (not(which will be deemed to be unreasonably withheld, delayed or conditioned)include any then-outstanding New Term Loans under any New Term Loan Commitments) and the institutions providing suchany then-outstanding Refinancing Term FacilityLoans in the form of Refinancing Term Loans or Refinancing Term Commitments or any then-outstanding Refinancing Revolving Loans in the form of Refinancing Revolving Loans or Refinancing Revolving Facility; providedLoan Commitments in each case, pursuant to a Refinancing Amendment, together with any applicable intercreditor agreement or other customary subordination agreement (“Refinanced Debt”); provided, that # any Refinancing Term Facility doessuch extending, renewing or refinancing Indebtedness shall be unsecured or, to the extent secured, shall rank pari passu or junior in right of payment and of security with the other Loans and Commitments hereunder, # such Indebtedness shall not mature,mature or have a weighted average life to maturity, earlier than the final maturity,scheduled amortization or the weighted average life,payments of the Class of Term Loans being refinanced, # [reserved]; # any Refinancing Revolving Facility does not matureprincipal prior to the maturity date that is 91 days after the Final Maturity Date at the time such Indebtedness is incurred, # such Indebtedness does not have a Weighted Average Life to Maturity equal to or less than that of the Revolving Credit CommitmentsRefinanced Debt and does not have mandatory prepayment or redemption provisions (other than customary asset sale, similar events and change of control offers) that would result in a mandatory prepayment or redemption of such Indebtedness prior to the date that is 91 days after the Final Maturity Date at the time such Indebtedness is incurred, # such Refinanced Debt shall be repaid, defeased or satisfied and discharged, and all accrued interest, fees and premiums (if any) in connection therewith shall be paid, on the date that such Indebtedness is issued, incurred or obtained, (v) (x) such Indebtedness, to the extent secured, shall be secured only by the Collateral, or be guaranteed by any person other than the Guarantors under the outstanding Loans, # if such Indebtedness being refinanced is unsecured, such Refinanced Debt shall be unsecured, and # if such Indebtedness being refinanced is subordinated with respect to the Obligations, such Refinanced Debt shall be subordinated at least to the same extent as such Indebtedness being refinanced, # the liens securing such Indebtedness shall not be of higher priority than the lien securing the applicable Refinanced Debt, # the other terms and conditionsof such Indebtedness (other than pricing, interest rate, premiums,rate margins, rate floors, discounts, fees, original issue discount, optionalpremiums and prepayment and redemptions terms) of such Refinancing Term Facility or Refinancing Revolving Facility areredemption provisions) shall be substantially identicalsimilar to, or (when taken(taken as a whole) lessno more favorable to the investors[[Organization B:Organization]] providing such Refinancing Term Facility or Refinancing Revolving Facility, as applicable,Indebtedness than those applicable to the Term Loans or the Revolving Credit Commitments being refinanced (each as determined by the Borrower in good faith)or replaced (except for # covenants orand other provisions applicable only to the periods after the latest final maturity date of the Term Loans and the Revolving Credit Commitments existing at the time ofFinal Maturity Date), # such refinancing or #Indebtedness will, to the extent permitted by clauses # to (vi), have such more favorablepricing, interest rate margins, rate floors, discounts, fees, premiums and prepayment or redemption provisions and terms or conditions are added for the benefit of the Lenders of the Term Loans as of the Closing Date; provided thatmay be agreed by the Borrower and the [[Organization B:Organization]] thereof; # will, to the extent in the form of Refinancing Revolving Loans or Refinancing Revolving Loan Commitments, participate in the payment, borrowing, participation and commitment reduction provisions herein on a pro rata basis with any all then-outstanding Revolving Loans and Revolving Commitments; # subject to the provisions of [Section 2.17(k)], all Letters of Credit shall be participated on a pro rata basis by all [[Organization B:Organization]] with Commitments in accordance with their percentage of the Revolving Commitments (and except as provided in [Sections 2.17(k)], without giving effect to changes thereto on an earlier maturity date with respect to Letters of Credit theretofore incurred or issued); and # any Additional Lender shall execute and deliver an acknowledgment to the Agreement Among [[Organization B:Organization]], such acknowledgment to be in a customary form or any other form approved by the Administrative Agent. The effectiveness of any Refinancing Amendment shall be subject to, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be permitteddeemed amended to amend the extent (but only to the extent) necessary to reflect the existence and terms of the Refinanced Debt incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Refinancing Term Loans or Refinancing Revolving Loans) and any Indebtedness being replaced or refinanced with such Refinanced Debt shall be deemed permanently reduced and satisfied in all respects. Any Refinancing Amendment may, without the consent of any other [[Organization B:Organization]], effect such amendments to this Agreement and the other Loan Documents to provide for terms more favorable to the Lenders, without the consent of any Lenderas may be necessary or any other Person), # the proceeds of such Refinancing Facilities shall be applied, substantially concurrently with the incurrence thereof, to the pro rata prepayment of outstanding loans (and,appropriate, in the casereasonable opinion of the Revolving Credit Facility, pro rata commitment reductions) underAdministrative Agent, to effect the applicable Classprovisions of Term Loans or Revolving Credit Commitments being so refinanced, # to the extent secured, any such Refinancing Facility shall not be secured by any lien on any asset that does not also secure the Facilities and # Refinancing Facilities may not be guaranteed by any person other than a Subsidiary Guarantor. Each such notice shall specify the date (each, a “Refinancing Effective Date”) on which the Borrower proposes that the Refinancing Facility shall be made, which shall be a date not less than three (3) Business Days after the date on which such notice is delivered to the Administrative Agent.this Section.

Upon written notice to the Administrative Agent (which shall promptly notify the Lenders), theThe Borrower maymay, from time to time elect to refinance any Class of Term Loansafter the Closing Date (which consent shall not be unreasonably withheld, delayed or Commitments under the Revolving Credit Facility, in whole or in part, withconditioned), add one or more new term loan facilities (each, a “Refinancing Term Facility”) orand new revolving credit facilities (each, a “Refinancing Revolving Facilityto the Facilities (“Specified Refinancing Debt; and the commitments in respect of such new term facilities, the “Specified Refinancing Term FacilitiesCommitment” and the commitments in respect of such new revolving credit facilities, the “Specified Refinancing Revolving Facilities are collectively referredCredit Commitment”) pursuant to as “Refinancing Facilities”), respectively,procedures reasonably specified by the Administrative Agent and reasonably acceptable to the Borrower, to refinance # all or any portion of any Term Loan Tranches then outstanding under this Agreement and # all or any portion of any Revolving Facilities then in effect under this Agreement, in each case pursuant to a Refinancing Amendment; provided that such Specified Refinancing Debt: # will rank pari passu in right of payment as the other Loans and Commitments hereunder; # will not be Guaranteed by any Person that is not a Loan Party; # will be, if secured, # secured solely by the Collateral on a pari passu or junior basis with the consentLiens securing the Obligations and # subject to intercreditor arrangements reasonably satisfactory to the Administrative Agent; # will have such pricing and optional prepayment terms as may be agreed by the Borrower and the applicable Lenders thereof; (v) (x) to the extent constituting revolving credit facilities, will not have a maturity date (or have mandatory commitment reductions or amortization) that is prior to the scheduled Maturity Date of the Borrower, the Administrative Agent (not to be unreasonably withheld, delayed or conditioned)Revolving Facility being refinanced and the institutions providing such Refinancing Term Facility or Refinancing Revolving Facility; provided that #in any Refinancing Term Facility does not mature, or have a weighted average life to maturity,event no earlier than the final maturity, orOriginal Revolving Maturity Date and # to the weighted average life,extent constituting term loan facilities, will have a maturity date that is not prior to the scheduled Maturity Date of the ClassTerm Loans being refinanced and in any event no earlier than the Original Term Maturity Date, and will have a Weighted Average Life to Maturity that is not shorter than the Weighted Average Life to Maturity of the Term Loans being refinanced; # any Specified Refinancing Term Loans shall share ratably in any prepayments of Term Loans being refinanced, # [reserved]pursuant to Section 2.05 (or otherwise provide for more favorable prepayment treatment for the then outstanding Term Loan Tranches than the Specified Refinancing Term Loans); # each Revolving Credit Borrowing (including any Refinancingdeemed Revolving Facility does not mature priorCredit Borrowings made pursuant to the maturity dateSections 2.03 and 2.04) and participations in Letters of Credit or Swingline Loans pursuant to Sections 2.03 and 2.04 shall be allocated pro rata among the Revolving Credit Commitments being refinanced,Facilities; # the othersubject to [clauses (iv) and (v) above]e], will have terms and conditions (other than interest rate, premiums, fees, original issue discount,pricing and optional prepayment and redemptionsredemption terms) of such Refinancing Term Facility or Refinancing Revolving Facilitythat are substantially identical to, or (whenless favorable, when taken as a whole) less favorablewhole, to the investorslenders providing such Specified Refinancing Term Facility or Refinancing Revolving Facility, as applicable, than those applicable to the Term Loans or the Revolving Credit Commitments being refinanced (each as determined by the Borrower in good faith) (except for # covenants or other provisions applicable only to periods after the latest final maturity date of the Term Loans and the Revolving Credit Commitments existing at the time of such refinancing or # to the extent such more favorable terms or conditions are added for the benefit of the Lenders of the Term Loans as of the Closing Date; provided that the Borrower and the Administrative Agent shall be permitted to amendDebt than, the terms of this Agreement and the other Loan Documents to provide for terms more favorable to the Lenders, without the consentconditions of any Lender or any other Person), # the proceeds of such Refinancing Facilities shall be applied, substantially concurrently with the incurrence thereof, to the pro rata prepayment of outstanding loans (and, in the case of the Revolving Credit Facility, pro rata commitment reductions) under the applicable Class of Term Loans or Revolving Credit Commitments being so refinanced, # to the extent secured, any such Refinancing Facility shall not be secured by any lien on any asset that does not also secure the Facilities and # Refinancing Facilities may not be guaranteed by any person other thanLoans being refinanced (provided that a Subsidiary Guarantor. Each such notice shall specifycertificate of the date (each, a “Refinancing Effective Date”) on whichResponsible Officer of the Borrower proposes that the Refinancing Facility shall be made, which shall be a date not less than three (3) Business Days after the date on which such notice is delivered to the Administrative Agent.Agent in good faith at least five Business Days prior to the incurrence of 83894470_5

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