Common use of Refinancing Facilities Clause in Contracts

Refinancing Facilities. (a) The Borrower may, by written notice to the Agent from time to time, request the establishment hereunder of (i) a new Class of revolving commitments (the “Refinancing Revolving Commitments”) pursuant to which each Person providing such a commitment (a “Refinancing Revolving Lender”), which may include any existing Lender (each of which shall be entitled to agree or decline to participate in its sole discretion), will make revolving loans to the Borrower (“Refinancing Revolving Loans”) and acquire participations in the Letters of Credit and the Swingline Loans and (ii) one or more additional Classes of term loan commitments (the “Refinancing Term Loan Commitments”), 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 (A) each Refinancing Revolving Lender and each Refinancing Term Lender shall be an Eligible Assignee and shall be subject to the approval of the Agent (which approval shall not be unreasonably withheld) and (B) each Refinancing Revolving Lender shall be subject to the approval of each Issuing Bank and the Swingline Lender (which approval shall not be unreasonably withheld), in each case, to the extent such consent, if any, would be required under the definition of “Eligible Assignee” for an assignment of Loans or Commitments, as applicable, to such Refinancing Revolving Lender and such Refinancing Term Lender, as applicable.

Refinancing Facilities. (a) The Borrower Representative may, on one or more occasions after the Restatement Effective Date, by written notice to the Agent from time to timeAdministrative Agent, request the establishment hereunder of (i) a new Class Facility of revolving commitments (the “Refinancing Revolving Commitments”) pursuant to which each Person providing such a commitment (a “Refinancing Revolving Lender”), which may include any existing Lender (each of which shall be entitled to agree or decline to participate in its sole discretion), ) will make revolving loans to the Borrower Borrowers (“Refinancing Revolving Loans”) and acquire participations in the Letters of Credit and the Swingline Loans and (ii) one or more additional Classes classes of term loan commitments (the “Refinancing Term Loan Commitments”), ) pursuant to which each Person providing such a commitment (a “Refinancing Term Lender”) will make term loans to the applicable Borrower (the “Refinancing Term Loans”); provided that (A) each Refinancing Revolving Lender and each Refinancing Term Lender shall be an Eligible Assignee and and, if not already a Lender, shall otherwise be subject reasonably acceptable to the approval of Administrative Agent and the Agent (which approval shall not be unreasonably withheld) Borrower Representative and (B) each Refinancing Revolving Lender shall be subject to the approval of approved by each Issuing Bank Lender and the Swingline Lender (which approval shall such approvals not to be unreasonably withheldwithheld or delayed), in each case, to the extent such consent, if any, would be required under the definition of “Eligible Assignee” for an assignment of Loans or Commitments, as applicable, to such Refinancing Revolving Lender and such Refinancing Term Lender, as applicable.

Refinancing Facilities. (a) The Borrower may, on one or more occasions, by written notice to the Agent from time to timeAdministrative Agent, request the establishment hereunder of (i) a new Class one or more additional Classes of revolving commitments (the “Refinancing Revolving Commitments”) pursuant to which each Person providing such a commitment (a “Refinancing Revolving Lender”), which may include any existing Lender (each of which shall be entitled to agree or decline to participate in its sole discretion), ) will make revolving loans to the Borrower (“Refinancing Revolving Loans”) and and, if applicable under such Class, acquire participations in the Letters of Credit and all the Swingline Loans and then existing Revolving Commitments will be refinanced in full or (ii) one or more additional Classes of term loan commitments (the “Refinancing Term Loan Commitments”), ) 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 such notice shall specify (A) each the date on which the Borrower proposes that the Refinancing Revolving Commitments shall be effective and (B) the amount of the Refinancing Commitments requested to be established (it being agreed that (x) any Lender approached to provide any Refinancing Commitment may elect or decline, in its sole discretion, to provide such Refinancing Commitment and each (y) any Person that the Borrower proposes to be a Refinancing Term Lender shall must be an Eligible Assignee and shall be subject to the and, solely if such approval of the Agent (which approval shall not be unreasonably withheld) and (B) each Refinancing Revolving Lender shall be subject to the approval of each Issuing Bank and the Swingline Lender (which approval shall not be unreasonably withheld), in each case, to the extent such consent, if any, would be required under the definition of “Eligible Assignee” Section 10.6 for an assignment of Loans or Commitments, as applicable, Commitments of the applicable Class to such Refinancing Lender, must be approved by the Administrative Agent and, in the case of any proposed Refinancing Revolving Lender and if such Refinancing Term LenderLender is to acquire participations in the Letters of Credit, as applicableeach Issuing Bank (each such approval not to be unreasonably withheld, conditioned or delayed)).

Refinancing Facilities. (a) The Borrower Company may, on one or more occasions after the Refinancing Date, by written notice to the Agent from time to timeAdministrative Agent, request the establishment hereunder of (i) a new Class of revolving commitments (the “"Refinancing Revolving Commitments”") pursuant to which each Person providing such a commitment (a “"Refinancing Revolving Lender”), which may include any existing Lender (each of which shall be entitled to agree or decline to participate in its sole discretion), ") will make revolving loans to the Borrower Borrowers (“"Refinancing Revolving Loans”") and acquire participations in the Letters of Credit and the Swingline Loans and (ii) one or more additional Classes of term loan commitments (the “"Refinancing Term Loan Commitments”), ") pursuant to which each Person providing such a commitment (a “"Refinancing Term Lender”") will make term loans to the Borrower Company (the “"Refinancing Term Loans”"); provided that (A) each Refinancing Revolving Lender and each Refinancing Term Loan Lender shall be an Eligible Assignee and and, if not already a Lender, shall otherwise be subject reasonably acceptable to the approval of the Administrative Agent (which approval shall not be unreasonably withheld) and (B) each Refinancing Revolving Lender shall be subject to the approval of approved by each Issuing Bank and the Swingline Lender (which approval shall such approvals not to be unreasonably withheld), in each case, to the extent such consent, if any, would be required under the definition of “Eligible Assignee” for an assignment of Loans or Commitments, as applicable, to such Refinancing Revolving Lender and such Refinancing Term Lender, as applicable.

Refinancing Facilities. (a) The Borrower Company may, on one or more occasions after the Eighth Amendment Effective Date, by written notice to the Agent from time to timeAdministrative Agent, request the establishment hereunder establishment, in the case of clauses (i) and (ii), hereunder, or in the case of clause (iii) under separate documentation, of (i) a new Class of revolving commitments (the “Refinancing Revolving Commitments”) pursuant to which each Person providing such a commitment (a “Refinancing Revolving Lender”), which may include any existing Lender (each of which shall be entitled to agree or decline to participate in its sole discretion), ) will make revolving loans to the Borrower Borrowers (“Refinancing Revolving Loans”) and acquire participations in the Letters of Credit and the Swingline Loans and Credit, (ii) one or more additional Classes of term loan commitments (the “Refinancing Term Loan Commitments”), ) pursuant to which each Person providing such a commitment (a “Refinancing Term Lender”) will make term loans to the Borrower Company (the “Refinancing Term Loans”); provided that with respect to the foregoing clauses (i) and (ii) (A) each Refinancing Revolving Lender and each Refinancing Term Lender shall be (a) a Lender, (b) an Eligible Assignee Affiliate of a Lender, (c) an Approved Fund, (d) any bank and (e) any other financial institution or investment fund engaged in the ordinary course of its business in making or investing in commercial loans or debt securities, other than, in each case, an Ineligible Person or Disqualified Lender, and, if not already a Lender, shall otherwise be subject reasonably acceptable to the approval of the Administrative Agent (which approval shall not be unreasonably withheld) and (B) each Refinancing Revolving Lender shall be subject to the approval of approved by each Issuing Bank Issuer and the Swingline Swing Lender (which approval shall such approvals not to be unreasonably withheld, conditioned or delayed) and/or (iii) one or more series of secured loans or notes (each of which may be secured by the Collateral on a junior basis to, or, in the case of secured notes, on a pari passu basis with, the Obligations), or one or more series of unsecured loans or notes (such loans or notes described in each caseclause (iii), to the extent such consentcollectively, if any, would be required under the definition of “Eligible Assignee” for an assignment of Loans or Commitments, as applicable, to such Refinancing Revolving Lender and such Refinancing Term Lender, as applicableDebt”).

Refinancing Facilities. (a) The Borrower may, on one or more occasions, by written notice to the Agent from time Administrative Agent, obtain Refinancing Term Loan Indebtedness or Refinancing Revolving Commitments. Each such notice shall specify the date (each, a “Refinancing Effective Date”) on which the Borrower proposes that such Refinancing Term Loan Indebtedness shall be made or on which such Refinancing Revolving Commitments shall become effective, which shall be a date not less than five Business Days after the date on which such notice is delivered to time, request the establishment hereunder of Administrative Agent; provided that: (i) a new Class no Event of revolving commitments (Default of the “Refinancing Revolving Commitments”) pursuant to which each Person providing such a commitment (a “Refinancing Revolving Lender”type set forth in Section 7.01(a), which may include any existing Lender (each of which shall be entitled to agree or decline to participate in its sole discretionb), will make revolving loans to the Borrower (“Refinancing Revolving Loans”h) or (i) shall have occurred and acquire participations in the Letters of Credit and the Swingline Loans and be continuing; (ii) one or more additional Classes substantially concurrently with the incurrence of term loan commitments (the “any Refinancing Term Loan Commitments”)Indebtedness, pursuant to which each Person providing such a commitment the Borrower shall repay or prepay then outstanding Term Borrowings of the applicable Class (a “Refinancing Term Lender”together with any accrued but unpaid interest thereon and any prepayment premium with respect thereto) will make term loans in an aggregate principal amount equal to the Borrower (the “Refinancing Term Loans”); provided that (A) each Refinancing Revolving Lender and each Refinancing Term Lender shall be an Eligible Assignee and shall be subject to the approval Net Proceeds of the Agent (which approval shall not be unreasonably withheld) and (B) each Refinancing Revolving Lender shall be subject to the approval of each Issuing Bank and the Swingline Lender (which approval shall not be unreasonably withheld), in each case, to the extent such consent, if any, would be required under the definition of “Eligible Assignee” for an assignment of Loans or Commitments, as applicable, to such Refinancing Revolving Lender and such Refinancing Term LenderLoan Indebtedness, as applicable.and any such prepayment of Term Borrowings of such Class shall be applied to reduce the subsequent scheduled repayments of Term Borrowings of such Class to be made pursuant to Section 2.09(a) ratably;

Refinancing Facilities. (a) The Borrower Company may, on one or more occasions, by written notice to the Agent from time to timeAdministrative Agent, request the establishment hereunder of (i) a new Class of revolving commitments (the “Refinancing Revolving Commitments”) pursuant to which each Person providing such a commitment (a “Refinancing Revolving Lender”), which may include any existing Lender (each of which shall be entitled to agree or decline to participate in its sole discretion), ) will make revolving loans to the Borrower Borrowers (“Refinancing Revolving Loans”) and acquire participations in the Letters of Credit and the Swingline Loans and (ii) one or more additional Classes of term loan commitments (the “Refinancing Term Loan Commitments”), ) pursuant to which each Person providing such a commitment (a “Refinancing Term Lender”) will make term loans to the Borrower Company (the “Refinancing Term Loans”); provided that (A) each Refinancing Revolving Lender and each Refinancing Term Lender shall be an Eligible Assignee and a Person eligible to receive assignments pursuant to Section 12.06(b) and, if not already a Lender, shall otherwise be subject reasonably acceptable to the approval of the Administrative Agent (which approval shall not be unreasonably withheld) and (B) to the extent as would be required to effect an assignment of Revolving Loans to such person pursuant to Section 12.06(b), each Refinancing Revolving Lender shall be subject to the approval of approved by each Issuing Bank and the Swingline Lender (which approval shall such approvals not to be unreasonably withheld), in each case, to the extent such consent, if any, would be required under the definition of “Eligible Assignee” for an assignment of Loans or Commitments, as applicable, to such Refinancing Revolving Lender and such Refinancing Term Lender, as applicable.

Refinancing Facilities. (a) The Borrower may, on one or more occasions after the Closing Date, by written notice to the Administrative Agent from time and with the consent of the Borrower, the applicable Refinancing Lenders and, to timethe extent that the rights, duties or privileges of the Administrative Agent, the Issuing Lenders or the Swingline Lender are affected, the Administrative Agent, the Issuing Lenders or the Swingline Lender, respectively (such consent, in each case, not to be unreasonably withheld or delayed), request the establishment hereunder of one or more additional Classes of (i) a new Class of revolving term loan commitments (the “"Refinancing Revolving Term Loan Commitments”") pursuant to which each Person providing such a commitment (a “"Refinancing Revolving Term Lender”), which may include any existing Lender (each of which shall be entitled to agree or decline to participate in its sole discretion), ") will make revolving term loans to the Borrower (“the "Refinancing Revolving Term Loans”") and acquire participations in the Letters of Credit and the Swingline Loans and (ii) one or more additional Classes of term loan revolving commitments (the “"Refinancing Revolving Commitments;" together with Refinancing Term Loan Commitments”), the "Refinancing Commitments") pursuant to which each Person providing such a commitment (a “"Refinancing Term Revolving Lender”") will make term loans provide revolving commitments to the Borrower (the “Refinancing Term Loans”)Borrower; provided that (A) each Refinancing Revolving Lender and each Refinancing Term Lender shall be an Eligible Assignee and shall otherwise be subject reasonably acceptable to the approval of the Administrative Agent (which approval shall not be unreasonably withheld) and (B) each Refinancing Revolving Lender shall be subject to the approval of each Issuing Bank and the Swingline Lender (which approval shall not be unreasonably withheld), in each case, to the extent such consent, if any, that the Administrative Agent's consent would be required under the definition of “Eligible Assignee” for in connection with an assignment to such Refinancing Lender of Loans a Term Loan or Commitmentsa Revolving Commitment, as applicable, pursuant to such Refinancing Revolving Lender and such Refinancing Term Lender, as applicableSection 9.04.

Refinancing Facilities. (a) 2.21.1 The Borrower Company may, on one or more occasions after the Seventh Amendment Effective Date, by written notice to the Agent from time to timeAdministrative Agent, request the establishment hereunder of (i) a new Class of revolving commitments (the “Refinancing gRefinancing Revolving Commitments”Commitments”h) pursuant to which each Person providing such a commitment (a “Refinancing gRefinancing Revolving Lender”), which may include any existing Lender (each of which shall be entitled to agree or decline to participate in its sole discretion), Lender”h) will make revolving loans to the Borrower Borrowers (“Refinancing gRefinancing Revolving Loans”Loans”h) and acquire participations in the Letters of Credit and the Swingline Loans and (ii) one or more additional Classes of term loan commitments (the “Refinancing gRefinancing Term Loan Commitments”), Commitments”h) pursuant to which each Person providing such a commitment (a “Refinancing gRefinancing Term Lender”Lender”h) will make term loans to the Borrower Company (the “Refinancing gRefinancing Term Loans”Loans”h); provided that (A) each Refinancing Revolving Lender and each Refinancing Term Lender shall be (a) a Lender, (b) an Eligible Assignee and shall be subject to the approval Affiliate of the Agent a Lender, (which approval shall not be unreasonably withheldc) an Approved Fund, (d) any bank and (Be) each Refinancing Revolving Lender shall be subject to any other financial institution or investment fund engaged in the approval ordinary course of each Issuing Bank and the Swingline Lender (which approval shall not be unreasonably withheld)its business in making or investing in commercial loans or debt securities, other than, in each case, an Ineligible Person or Disqualified Lender, and, if not already a Lender, shall otherwise be reasonably acceptable to the extent such consent, if any, would be required under the definition of “Eligible Assignee” for an assignment of Loans or Commitments, as applicable, to such Refinancing Revolving Lender and such Refinancing Term Lender, as applicable.Administrative Agent and