Common use of Refinancing Commitments Clause in Contracts

Refinancing Commitments. (i) Any Refinancing Commitments made on a Refinancing Debt Effective Date shall, unless constituting an increase in a previously established Class, be designated a separate Class of Refinancing Commitments, as applicable, for all purposes of this Agreement. On any Refinancing Debt Effective Date on which any Refinancing Commitments of any Class are effected, subject to the satisfaction of the terms and conditions in this Section 3.7, (i) each Refinancing Lender shall make a Refinancing Loan to the Borrowers in an amount equal to its Refinancing Commitment established on such date and (ii) each Refinancing Lender shall become a Lender hereunder with respect to the Refinancing Commitment established on such date and the Refinancing Loans made pursuant thereto. (ii) Each Refinancing Commitment shall be in an aggregate principal amount that is not less than $10,000,000 and shall be in an increment of $5,000,000 (provided that such amount may be less than $10,000,000 and not in an increment of $5,000,000 if such amount is equal to the entire outstanding principal amount of Refinanced Debt that is in the form of Loans) unless otherwise agreed by the Borrowing Agent and the Administrative Agent. (iii) The Refinancing Commitments shall become additional Commitments under this Agreement pursuant to an amendment (a “Refinancing Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrowers, the other Loan Parties, each Refinancing Lender providing such Commitments, and the Administrative Agent. The Refinancing Amendment may, without the consent of any other Loan Party, the Administrative Agent or any Lender, 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 Borrowing Agent, to effect the provisions of this Section 3.7. The effectiveness of any Refinancing Amendment, and the Refinancing Commitments thereunder, shall be subject to the satisfaction of the other provisions set forth in this Section 3.7 and any other conditions as set forth in the applicable Refinancing Amendment.

Refinancing Commitments. The the amount of the applicable Original Term Loans or Original Revolving Credit Commitments Borrower may, at any time or from time to time, by notice to any Person appointed by the Borrower included in each such Extension Election. to arrange Refinancing Commitments (such Person (who may be (i) Any the Administrative Agent, if it so agrees, or (ii) any other Person appointed by the Borrower in consultation with the (b) Subject to the requirements of this Section 2.23, an Extended Class may be Refinancing Arranger established pursuant to a supplement (which shall set forth the effective date of such extension) to Additional Arranger Refinancing Loan Request this Agreement (which, except to the extent otherwise expressly contemplated by this Section request (A) a new Class of term loans (any such commitment to make sure new Loans, 2.23(c), shall require the consent only of the Lenders who elect to make the Extended Term Loans Refinancing Term Commitments (B) the establishment of a new Class of revolving credit or Extended Revolving Credit Commitments established thereby) in such form as approved from Refinancing Revolving Credit Commitments time to time by the Borrower and the applicable Extension Arranger in the reasonable exercise of Refinancing Commitments Extension Amendment case, established in exchange for, or to extend, renew, replace, repurchase, retire or refinance, in Parties, the applicable Extension Arranger and the Extending Lenders, so long as (i) no Event of whole or in part, any Class of existing Loans or Commitments (with respect to a particular Default has occurred and is continuing (after giving effect to any amendments and/or waivers that Refinancing Commitment or Refinancing Loan, such existing Loans or Commitments, are or become effective on the date that such Extended Term Loans are established) and (ii) the Refinanced Debt applicable Extension Arranger shall have received legal opinions addressed to such Extension of the Lenders and the Administrative Agent. Arranger and the Extending Lenders, board resolutions and other closing certificates reasonably requested by the applicable Extension Arranger and consistent with those delivered on the Initial (a) Refinancing Loans. Each Class of Refinancing Loans made on any Refinancing Funding Date under Section 4.02, other than changes to such legal opinions resulting from a Refinancing Debt Effective Facility Closing Date shall, unless constituting an increase in a previously established Class, shall be designated a separate Class of Refinancing Commitments, as applicable, Loans for all purposes of this Agreement; provided that, with the consent of the Administrative Agent, Refinancing Loans may be designated as part of an existing Class of Loans. On any Refinancing Debt Effective Facility Closing Date on which any Refinancing Commitments of any Class are effected, subject to the satisfaction of the terms and conditions in this Section 3.7, (i) each Refinancing Lender shall make a Refinancing Loan to the Borrowers in an amount equal to its Refinancing Commitment established on such date and (ii) each Refinancing Lender shall become a Lender hereunder with respect to the Refinancing Commitment established on such date and the Refinancing Loans made pursuant thereto. (ii) Each Refinancing Commitment shall be in an aggregate principal amount that is not less than $10,000,000 and shall be in an increment of $5,000,000 (provided that such amount may be less than $10,000,000 and not in an increment of $5,000,000 if such amount is equal to the entire outstanding principal amount of Refinanced Debt that is in the form of Loans) unless otherwise agreed by the Borrowing Agent and the Administrative Agent. (iii) The Refinancing Commitments shall become additional Commitments under this Agreement pursuant to an amendment (a “Refinancing Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrowers, the other Loan Parties, each Refinancing Lender providing such Commitments, and the Administrative Agent. The Refinancing Amendment may, without the consent of any other Loan Party, the Administrative Agent or any Lender, 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 Borrowing Agent, to effect the provisions of this Section 3.7. The effectiveness of any Refinancing Amendment, and the Refinancing Commitments thereunder, shall be subject to the satisfaction of the other provisions set forth in this Section 3.7 and any other conditions as set forth in the applicable Refinancing Amendment.96 97 76797407_14 76797407_14 EU-DOCS\25892879.17 EU-DOCS\25892879.17

Refinancing Commitments. (a) Borrower may, by written notice to Agent from time to time, request commitments (the “Refinancing Commitments”) to refinance all or any portion of the existing Commitments (the “Refinanced Commitments”), in an aggregate amount not to exceed (i) Any Refinancing Commitments made on a Refinancing Debt Effective Date shall, unless constituting an increase in a previously established Class, be designated a separate Class the aggregate amount of Refinancing the Refinanced Commitments, as applicableplus (ii) any accrued interest, for all purposes of this Agreement. On fees, costs and expenses related thereto (including any Refinancing Debt Effective Date on which any Refinancing Commitments of any Class are effected, subject to the satisfaction of the terms and conditions in this Section 3.7, original issue discount or upfront fees) (clauses (i) each Refinancing Lender shall make a Refinancing Loan to the Borrowers in an amount equal to its Refinancing Commitment established on such date and (ii) together, the “Refinancing Amount”). Such notice shall set forth (i) the amount of the Refinancing Commitments, and (ii) the date on which the applicable Refinancing Commitments are to be made available (which on or after the occurrence of a Fall-Away Event, shall not be less than ten (10) Business Days nor more than sixty (60) days after the date of such notice (or such longer or shorter periods as Agent shall agree)). Borrower may seek Refinancing Commitments from existing Lenders (each of which shall be entitled to agree or decline to participate in its sole discretion) or any Additional Lender (b) It shall be a condition precedent to the effectiveness of any Refinancing Commitments that (i) no Default or Event of Default shall have occurred and be continuing immediately prior to or immediately after giving effect to such Refinancing Commitments, (ii) the terms of the Refinancing Commitments shall comply with this Section 2.16 and (iii) substantially concurrently with the effectiveness of any Refinancing Commitments, 100% of the Refinancing Amount shall be applied to refinance the Refinanced Commitments (including any Loans in respect of the Refinanced Commitments, accrued interest, fees and premiums (if any) payable in connection therewith). (c) Any payment made pursuant to Section 2.16(b)(iii) in respect of each Term Benchmark Loan shall be subject to indemnification by Borrower pursuant to the provisions of Section 2.14 if the payment occurs other than on the last day of the related Interest Periods. (d) The terms of any Refinancing Commitments shall be determined by Borrower and the Persons providing the Refinancing Commitments (each, a “Refinancing Lender”) and set forth in a Refinancing Amendment. (e) In connection with any Refinancing Commitments, Borrower, Agent and each applicable Refinancing Lender shall become a Lender hereunder with respect execute and deliver to the Refinancing Commitment established on such date and the Refinancing Loans made pursuant thereto. Agent an amendment to this Agreement (ii) Each Refinancing Commitment shall be in an aggregate principal amount that is not less than $10,000,000 and shall be in an increment of $5,000,000 (provided that such amount which may be less than $10,000,000 and not in an increment of $5,000,000 if such amount is equal to the entire outstanding principal amount of Refinanced Debt that is in take the form of Loans) unless otherwise agreed by the Borrowing Agent and the Administrative Agent. (iii) The Refinancing Commitments shall become additional Commitments under this Agreement pursuant to an amendment and restatement of this Agreement) (a “Refinancing Amendment”) and such other documentation as Agent shall reasonably specify to this Agreement and, evidence such Refinancing Commitments. Agent shall promptly notify each Lender as appropriate, to the other Loan Documents, executed by the Borrowers, the other Loan Parties, effectiveness of each Refinancing Lender providing such CommitmentsAmendment. Notwithstanding anything to the contrary in any Loan Document, and the Administrative Agent. The any Refinancing Amendment may, without the consent of any other Loan Party, the Administrative Agent or any Lender, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriateappropriate (but only to such extent), in the reasonable opinion of the Administrative Agent and the Borrowing AgentBorrower, to effect the provisions of this Section 3.7. The effectiveness of 2.16, including any Refinancing Amendment, and the Refinancing Commitments thereunder, shall be subject amendments necessary to the satisfaction of the other provisions set forth in this Section 3.7 and any other conditions as set forth in establish the applicable Refinancing AmendmentCommitments as a new class or tranche of Commitments, and such other technical amendments as may be necessary or appropriate in the reasonable opinion of Agent and Borrower in connection with the establishment of such new class or tranche, in each case on terms consistent with this Section 2.16. (f) This Section 2.16 shall supersede any provision in Section 2.9 or 12.2.

Refinancing Commitments. (i) Any Refinancing Commitments made on a Refinancing Debt Effective Date shallThe Borrower may, unless constituting an increase in a previously established Classat any time or from time to time after the Closing Date, be designated a separate Class of Refinancing Commitments, as applicable, for all purposes of this Agreement. On any Refinancing Debt Effective Date on which any Refinancing Commitments of any Class are effected, subject by notice to the satisfaction of the terms and conditions in this Section 3.7, (i) each Refinancing Lender shall make a Refinancing Loan to the Borrowers in an amount equal to its Refinancing Commitment established on such date and (ii) each Refinancing Lender shall become a Lender hereunder with respect to the Refinancing Commitment established on such date and the Refinancing Loans made pursuant thereto. (ii) Each Refinancing Commitment shall be in an aggregate principal amount that is not less than $10,000,000 and shall be in an increment of $5,000,000 (provided that such amount may be less than $10,000,000 and not in an increment of $5,000,000 if such amount is equal to the entire outstanding principal amount of Refinanced Debt that is in the form of Loans) unless otherwise agreed by the Borrowing Administrative Agent and the Administrative Agent. (iii) The Refinancing Commitments shall become additional Commitments under this Agreement pursuant to an amendment (a “Refinancing AmendmentLoan Request”), request (i) (A) the establishment of one or more new Classes of term loans under this Agreement (any such new Class, “New Refinancing Term Commitments”) or (B) increases to one or more existing Classes of term loans under this Agreement and(any such increase to an existing Class, collectively with New Refinancing Term Commitments, “Refinancing Term Commitments”), or (ii) (A) the establishment of one or more new Classes of revolving credit commitments under this Agreement (any such new Class, “New Refinancing Revolving Credit Commitments”) or (B) increases to one or more existing Classes of revolving credit commitments (any such increase to an existing Class, collectively with the New Refinancing Revolving Credit Commitments, “Refinancing Revolving Credit Commitments”, and collectively with any Refinancing Term Commitments, “Refinancing Commitments”), in each case, established in exchange for, or to extend, renew, replace, repurchase, retire or refinance, in whole or in part, as appropriate, the other Loan Documents, executed selected by the BorrowersBorrower, the other Loan Partiesany one or more then existing Class or Classes of Loans or Commitments (with respect to a particular Refinancing Commitment or Refinancing Loan, each Refinancing Lender providing such existing Loans or Commitments, and the Administrative Agent. The Refinancing Amendment may“Refinanced Debt”), without the consent of any other Loan Party, whereupon the Administrative Agent or any Lendershall promptly deliver a copy of each such notice to each of the applicable Lenders; provided, effect such amendments to however, at no time shall there be revolving credit commitments under this Agreement (including Refinancing Revolving Credit Commitments and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of any original Revolving Credit Commitments) which have more than three different maturity dates unless otherwise agreed to by the Administrative Agent in its reasonable discretion. Each Refinancing Loan Request shall set forth the requested amount and the Borrowing Agent, to effect the provisions of this Section 3.7. The effectiveness of any Refinancing Amendment, and the Refinancing Commitments thereunder, shall be subject to the satisfaction proposed terms of the other provisions set forth in this Section 3.7 relevant Refinancing Term Loans or Refinancing Revolving Credit Commitments and any other conditions as set forth in identify the applicable Refinancing AmendmentRefinanced Debt with respect thereto.