Common use of Refinancing Loans Clause in Contracts

Refinancing Loans. (a) The Borrower may from time to time add one or more new term loan facilities to this Agreement (“Refinancing Loans”) pursuant to procedures specified by the Administrative Agent to refinance all or any portion of any outstanding Incremental Term Facilities then in effect pursuant to a Refinancing Amendment; provided that: (i) such Refinancing Loans shall not have a principal or commitment amount (or accreted value) greater than the Incremental Term Facilities being refinanced (excluding accrued interest, fees, discounts, premiums or expenses); (ii) no existing Lender shall be under any obligation to provide a commitment to such Refinancing Loans; (iii) each Person providing a commitment to such Refinancing Loans must qualify as an Eligible Assignee; (iv) the Borrower shall deliver to the Administrative Agent: (A) a certificate of a Responsible Officer of the Borrower dated as of the date of the applicable Refinancing Amendment (1) certifying and attaching resolutions adopted by the board of directors or equivalent governing body of the Borrower approving such Refinancing Amendment and (2) certifying that, before and after giving effect to such Refinancing Amendment, each of the conditions set forth in Section 4.02 are satisfied; (B) such amendments to the Collateral Documents as the Administrative Agent may request to cause the Collateral Documents to secure the Obligations after giving effect to such Refinancing Amendment; and (C) such opinions of legal counsel to the Borrower as the Administrative Agent may request, addressed to the Administrative Agent and each Lender, dated as of the effective date of such Refinancing Amendment, in form and substance satisfactory to the Administrative Agent; (v) a fully-executed Refinancing Amendment with respect to such Refinancing Loans; (vi) such Refinancing Loans (A) shall rank pari passu in right of payment as the other Loans and Commitments; (B) shall not be Guaranteed by any Person; and (C) shall be secured by the Collateral on an equal and ratable basis with the Obligations; (vii) such Refinancing Loans shall share ratably in any mandatory prepayments of the Incremental Term Facilities pursuant to Section 2.05 (or otherwise provide for more favorable prepayment treatment for the remaining then-outstanding Incremental Term Facilities) and shall have ratable voting rights with the Incremental Term Facilities (or otherwise provide for more favorable voting rights for the remaining then-outstanding Incremental Term Facilities); (viii) such Refinancing Loans shall have such interest rates, interest rate margins, fees, discounts, prepayment premiums, amortization and a final maturity date as agreed by the Borrower and the Lenders providing such Refinancing Loans, provided that such Refinancing Loans shall not have a maturity date that is prior to the maturity date of, and shall not have a Weighted Average Life that is shorter than the Weighted Average Life of, the Incremental Term Facilities being refinanced; (ix) subject to clause (viii) above, such Refinancing Loans will have terms and conditions that are substantially identical to, or less favorable to the Lenders providing such Refinancing Loans than, the terms and conditions of the Incremental Term Facilities being refinanced; provided, however, that such Refinancing Loans may provide for any additional or different financial or other covenants or other provisions that are agreed among the Borrower and the Lenders providing such Refinancing Loans and applicable only during periods after the latest maturity of any Incremental Term Facilities then in effect; and (x) substantially concurrently with the incurrence of such Refinancing Loans, (A) the Borrower shall apply the aggregate cash proceeds of such Refinancing Loans (net of reasonable direct costs incurred in connection therewith, including legal, accounting and investment banking fees and other professional fees, commissions and expenses) to the prepayment of the outstanding Incremental Term Facilities being refinanced by such Refinancing Loans and (B) the Borrower shall pay any amount required pursuant to Section 3.05 as a result of any such prepayment of Incremental Term Facilities of existing Lenders. (b) The Lenders hereby authorize the Administrative Agent to enter into, and the Lenders agree that this Agreement and the other Loan Documents shall be amended by, such Refinancing Amendments to the extent (and only to the extent) the Administrative Agent deems necessary in order to establish Refinancing Loans on terms consistent with and/or to effect the provisions of this Section 2.16. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment.

Refinancing Loans. (a) The Borrower may may, by written notice to the Administrative Agent from time to time add one or more new term loan facilities to this Agreement (“Refinancing Loans”) pursuant to procedures specified by the Administrative Agent time, request Replacement Loans to refinance all or any a portion of any outstanding existing Borrowing of Term Loans (the “Refinanced Term Loans”) in an aggregate principal amount not to exceed the aggregate principal amount of the Refinanced Term Loans plus any accrued interest, fees, costs and expenses related thereto (including any original issue discount or upfront fees) and amounts permitted to be incurred as Incremental Term Facilities then Loans (which shall reduce the Available Incremental Amount on a dollar-for-dollar basis) or otherwise permitted to be incurred under this Agreement. Such notice shall set forth (i) the principal amount of the applicable Replacement Loans (which shall not be less than the Minimum Threshold) and (ii) the date on which the applicable Replacement Loans are to be incurred (which shall not be less than ten Business Days nor more than sixty days after the date of such notice (or such longer or shorter periods as the Administrative Agent shall agree)). The Borrower may seek Replacement Loans 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 incurrence of any Replacement Loans that (i) no Event of Default shall have occurred and be continuing immediately prior to or immediately after giving effect pursuant to the incurrence of such Replacement Loans, (ii) the representations and warranties set forth in Article III and in each other Loan Document shall be true and correct in all material respects on and as of the date such Replacement Loans are made, (iii) the terms of the Replacement Loans shall comply with Section 2.24(c) and (iv) substantially concurrently with the incurrence of any such Replacement Loans, 100% of the Net Cash Proceeds thereof shall be applied to repay the Refinanced Term Loans (including accrued interest, fees and premiums (if any) payable in connection therewith). (c) The terms of any Replacement Loans shall be determined by the Borrower and the applicable Lenders or Additional Lenders and set forth in a Refinancing Amendment; provided that: that (i) the aggregate principal amount of such Refinancing Replacement Loans shall not have a exceed the aggregate principal or commitment amount (or accreted value) greater than the Incremental of such Refinanced Term Facilities being refinanced (excluding Loans plus any accrued interest, fees, discountscosts and expenses related thereto (including any original issue discount or upfront fees) and amounts permitted to be incurred as Incremental Term Loans (which shall reduce the Available Incremental Amount on a dollar-for-dollar basis) or otherwise permitted to be incurred under this Agreement, premiums or expenses); (ii) no existing Lender the final maturity date of any Replacement Loans shall not be under any obligation to provide a commitment to such Refinancing earlier than the maturity or termination date of the applicable Refinanced Term Loans; , (iii) each Person providing a commitment in the case of any Replacement Term Loans, the Weighted Average Life to such Refinancing Maturity of the Replacement Term Loans must qualify as an Eligible Assignee; shall be no shorter than the remaining Weighted Average Life to Maturity of the Refinanced Term Loans (without giving effect to annual amortization on any Refinanced Term Loans not in excess of 1% of the principal amount thereof), (iv) the Borrower shall deliver to Replacement Loans will be unsecured or, if the Administrative Agent: (A) a certificate Refinanced Term Loans were pari passu in right of a Responsible Officer payment and of security with the Borrower dated as of the date of the applicable Refinancing Amendment (1) certifying and attaching resolutions adopted by the board of directors or equivalent governing body of the Borrower approving such Refinancing Amendment and (2) certifying thatTerm Loans, before and after giving effect to such Refinancing Amendment, each of the conditions set forth in Section 4.02 are satisfied; (B) such amendments to the Collateral Documents as the Administrative Agent may request to cause the Collateral Documents to secure the Obligations after giving effect to such Refinancing Amendment; and (C) such opinions of legal counsel to the Borrower as the Administrative Agent may request, addressed to the Administrative Agent and each Lender, dated as of the effective date of such Refinancing Amendment, in form and substance satisfactory to the Administrative Agent; (v) a fully-executed Refinancing Amendment with respect to such Refinancing Loans; (vi) such Refinancing Loans (A) shall rank pari passu in right of payment as and of security with the other Loans and Commitments; Term Loans, (Bv) shall not be Guaranteed by any Person; and (C) none of the obligors or guarantors with respect thereto shall be secured by a Person that is not a Loan Party (unless such Person is required to become a Loan Party in accordance with Section 5.09), (vi) the Collateral on an equal and ratable basis with the Obligations; (vii) such Refinancing Loans shall share ratably in any mandatory prepayments of the Incremental Term Facilities pursuant to Section 2.05 (or otherwise provide for more favorable prepayment treatment for the remaining then-outstanding Incremental Term Facilities) and shall have ratable voting rights with the Incremental Term Facilities (or otherwise provide for more favorable voting rights for the remaining then-outstanding Incremental Term Facilities); (viii) such Refinancing Loans shall have such interest rates, interest rate marginsmargin, rate floors, fees, discounts, prepayment premiums, amortization original issue discount and a final maturity date as agreed premiums applicable to the Replacement Loans shall be determined by the Borrower and the applicable Lenders providing such Refinancing Loansor Additional Lenders, provided that such Refinancing the All-in Yield on any Replacement Loans shall not have a maturity date that is prior to exceed the maturity date ofinitial All-in Yield for the Refinanced Term Loans, and shall not have a Weighted Average Life that is shorter (vii) the terms of the Replacement Loans (other than the Weighted Average Life of, the Incremental Term Facilities being refinanced; (ix) subject to as set forth in clause (viiii) through (vi) above, such Refinancing Loans will have terms and conditions that are ) shall be substantially identical to, or less favorable to the Lenders or Additional Lenders providing such Refinancing Replacement Loans thanthan those applicable to such Refinanced Term Loans, except to the extent necessary to provide for covenants and other terms and conditions applicable to any period occurring entirely after the latest final maturity of the Incremental Term Facilities being refinancedLoans in effect immediately prior to such refinancing; provided, however, to the extent that any financial maintenance covenant is added for the benefit of any Replacement Loans, no consent shall be required from the Administrative Agent or any Lender to the extent that such Refinancing Loans may provide financial maintenance covenant is also added for any additional or different financial or other covenants or other provisions that are agreed among the Borrower and the Lenders providing such Refinancing Loans and applicable only during periods after the latest maturity of any Incremental Term Facilities then in effect; and (x) substantially concurrently with the incurrence of such Refinancing Loans, (A) the Borrower shall apply the aggregate cash proceeds of such Refinancing Loans (net of reasonable direct costs incurred in connection therewith, including legal, accounting and investment banking fees and other professional fees, commissions and expenses) to the prepayment benefit of the outstanding Incremental corresponding existing Term Facilities being refinanced by such Refinancing Loans and (B) Loans; provided, further, that the Borrower shall pay any amount required pursuant to Section 3.05 as a result of any such prepayment of Incremental Term Facilities of existing Lenders. (b) The Required Lenders hereby expressly authorize the Administrative Agent to enter intointo any such amendment implementing this additional financial maintenance covenant upon the Borrower’s request for such an amendment. (d) In connection with any Replacement Loans pursuant to this Section 2.24, and the Lenders agree that this Agreement and the other Loan Documents shall be amended byBorrower, such Refinancing Amendments to the extent (and only to the extent) the Administrative Agent deems necessary in order and each applicable Lender or Additional Lender shall execute and deliver to establish the Administrative Agent an amendment to this Agreement (such amendment, a “Refinancing Loans on terms consistent with and/or Amendment”) and such other documentation as the Administrative Agent shall reasonably specify to effect the provisions of this Section 2.16evidence such Replacement Loans. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Any Refinancing Amendment may, without the consent of any other Lenders, 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 effect the provisions of this Section 2.24, including any amendments necessary to establish the applicable Replacement Loans as a new Borrowing or tranche of Term Loans or revolving loans and such other technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrower in connection with the establishment of such Borrowings or tranches (including, if desirable, to preserve the pro rata treatment of the refinanced and non-refinanced tranches), in each case on terms consistent with this Section 2.24. (e) This Section 2.24 shall supersede any provisions in Section 2.18 or 9.08 to the contrary.

Refinancing Loans. (a) The Borrower may may, by written notice to the Administrative Agent from time to time add one or more new term loan facilities to this Agreement (“Refinancing Loans”) pursuant to procedures specified by the Administrative Agent time, request Replacement Loans to refinance all or any a portion of any outstanding Incremental Term Facilities then existing class of Loans (the “Refinanced Loans”) in an aggregate principal amount not to exceed the aggregate principal amount of the Refinanced Loans plus any accrued interest, fees, costs and expenses related thereto (including any original issue discount or upfront fees). Such notice shall set forth (i) the principal amount of the applicable Replacement Loans (which shall be in minimum increments of $1,000,000 and a minimum amount of $10,000,000 (or the remaining amount of such class of Loans))) and (ii) the date on which the applicable Replacement Loans are to be incurred (which shall not be less than ten Business Days nor more than sixty days after the date of such notice (or such longer or shorter periods as the Administrative Agent shall agree)). The Borrower may seek Replacement Loans from existing Lenders (each of which shall be entitled to agree or decline to participate in its sole discretion) or any additional Persons that meet the requirements of an Eligible Assignee. (b) It shall be a condition precedent to the incurrence of any Replacement Loans that (i) no Unmatured Event of Default or Event of Default shall have occurred and be continuing immediately prior to or immediately after giving effect pursuant to the incurrence of such Replacement Loans, (ii) the representations and warranties set forth in Section 9 and in each other Loan Document shall be true and correct in all material respects on and as of the date such Replacement Loans are made, (iii) the terms of the Replacement Loans shall comply with paragraph (c) of this Section and (iv) substantially concurrently with the incurrence of any such Replacement Loans, 100% of the net cash proceeds thereof shall be applied to repay the Refinanced Loans (including accrued interest, fees and premiums (if any) payable in connection therewith). (c) The terms of any Replacement Loans shall be determined by the Borrower and the applicable Lenders and set forth in a Refinancing Amendment; provided that: that (i) the aggregate principal amount of such Refinancing Replacement Loans shall not have a exceed the aggregate principal or commitment amount (or accreted value) greater than the Incremental of such Refinanced Term Facilities being refinanced (excluding Loans plus any accrued interest, fees, discountscosts and expenses related thereto (including any original issue discount or upfront fees), premiums or expenses); (ii) no existing Lender the final maturity date of any Replacement Loans shall not be under any obligation to provide a commitment to such Refinancing Loans; (iii) each Person providing a commitment to such Refinancing Loans must qualify as an Eligible Assignee; (iv) earlier than the Borrower shall deliver to the Administrative Agent: (A) a certificate of a Responsible Officer of the Borrower dated as of the maturity or termination date of the applicable Refinancing Amendment Refinanced Loans, (1iii) certifying and attaching resolutions adopted by the board of directors or equivalent governing body weighted average life to maturity of the Borrower approving such Refinancing Amendment and (2) certifying that, before and after giving effect Replacement Loans shall be no shorter than the remaining weighted average life to such Refinancing Amendment, each maturity of the conditions set forth Refinanced Loans, (iv) if the Refinanced Loans were pari passu in Section 4.02 are satisfied; (B) such amendments to right of payment and of security with the Collateral Documents as Loans, the Administrative Agent Replacement Loans may request to cause the Collateral Documents to secure the Obligations after giving effect to such Refinancing Amendment; and (C) such opinions of legal counsel to the Borrower as the Administrative Agent may request, addressed to the Administrative Agent and each Lender, dated as of the effective date of such Refinancing Amendment, in form and substance satisfactory to the Administrative Agent; (v) a fully-executed Refinancing Amendment with respect to such Refinancing Loans; (vi) such Refinancing Loans (A) shall rank pari passu in right of payment as and of security with the other Loans and Commitmentsor may be secured on junior lien basis or be unsecured; (B) shall not if the Refinanced Loans were secured on a junior basis to the Loans, the Replacement Loans may be Guaranteed by any Personsecured on a junior basis to the Loans or unsecured; and if the Refinanced Loans were unsecured, the Replacement Loans will be unsecured, (Cv) none of the obligors or guarantors with respect thereto shall be secured by a Person that is not a Loan Party (unless such Person is required to become a Loan Party in accordance with Section 10.24), (vi) the Collateral on an equal and ratable basis with the Obligations; (vii) such Refinancing Loans shall share ratably in any mandatory prepayments of the Incremental Term Facilities pursuant to Section 2.05 (or otherwise provide for more favorable prepayment treatment for the remaining then-outstanding Incremental Term Facilities) and shall have ratable voting rights with the Incremental Term Facilities (or otherwise provide for more favorable voting rights for the remaining then-outstanding Incremental Term Facilities); (viii) such Refinancing Loans shall have such interest rates, interest rate marginsmargin, rate floors, fees, discounts, prepayment premiums, amortization original issue discount and a final maturity date as agreed premiums applicable to the Replacement Loans shall be determined by the Borrower and the Lenders providing such Refinancing Loansapplicable Lenders, provided that such Refinancing the All-in Yield on any Replacement Loans shall not have a maturity date that is prior to exceed the maturity date ofinitial All-in Yield for the Refinanced Loans, and shall not have a Weighted Average Life that is shorter (vii) the terms of the Replacement Loans (other than the Weighted Average Life of, the Incremental Term Facilities being refinanced; (ix) subject to as set forth in clause (viiii) through (vi) above, such Refinancing Loans will have terms and conditions that are ) shall be substantially identical to, or less no more favorable (taken as a whole) to the Lenders providing such Refinancing Replacement Loans thanthan those applicable to such Refinanced Loans, except to the extent necessary to provide for covenants and other terms and conditions applicable to any period occurring entirely after the latest final maturity of the Incremental Term Facilities being refinancedLoans in effect immediately prior to such refinancing; provided, however, to the extent that any financial maintenance covenant is added for the benefit of any Replacement Loans, no consent shall be required from the Administrative Agent or any Lender to the extent that such Refinancing Loans may provide financial maintenance covenant is also added for any additional or different financial or other covenants or other provisions that are agreed among the Borrower and the Lenders providing such Refinancing Loans and applicable only during periods after the latest maturity of any Incremental Term Facilities then in effect; and (x) substantially concurrently with the incurrence of such Refinancing Loans, (A) the Borrower shall apply the aggregate cash proceeds of such Refinancing Loans (net of reasonable direct costs incurred in connection therewith, including legal, accounting and investment banking fees and other professional fees, commissions and expenses) to the prepayment benefit of the outstanding Incremental Term Facilities being refinanced by such Refinancing Loans and (B) corresponding existing Loans; provided, further, that the Borrower shall pay any amount required pursuant to Section 3.05 as a result of any such prepayment of Incremental Term Facilities of existing Lenders. (b) The Required Lenders hereby expressly authorize the Administrative Agent to enter intointo any such amendment implementing this additional financial maintenance covenant upon the Borrower’s request for such an amendment. (d) In connection with any Replacement Loans pursuant to this Section 2.5, and the Lenders agree that this Agreement and the other Loan Documents shall be amended byBorrower, such Refinancing Amendments to the extent (and only to the extent) the Administrative Agent deems necessary in order and each applicable Lender providing Replacement Loans shall execute and deliver to establish the Administrative Agent an amendment to this Agreement (such amendment, a “Refinancing Loans on terms consistent with and/or Amendment”) and such other documentation as the Administrative Agent shall reasonably specify to effect the provisions of this Section 2.16evidence such Replacement Loans. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Any Refinancing Amendment may, without the consent of any other Lenders, 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 effect the provisions of this Section 2.5, including any amendments necessary to establish the applicable Replacement Loans as a new class or tranche of Loans and such other technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrower in connection with the establishment of such classes or tranches (including, if desirable, to preserve the pro rata treatment of the refinanced and non-refinanced tranches), in each case on terms consistent with this Section 2.5, notwithstanding anything to the contrary set forth in Section 13.1.

Refinancing Loans. (a) The Borrower may at any time and from time to time add time, by written notice to the Administrative Agent, request the establishment of one or more new term loan facilities additional Classes of Loans under this Agreement or an increase to an existing Class of Loans under this Agreement (“Refinancing Loans”); provided that: (i) pursuant to procedures specified by the Administrative Agent proceeds of such Refinancing Loans shall be used, concurrently or substantially concurrently with the incurrence thereof, solely to refinance all or any portion of any outstanding Incremental Term Facilities then in effect pursuant to a Refinancing Amendment; provided that:Outstanding Loans; (iii) each Class of Refinancing Loans shall be in an aggregate amount of $10,000,000 (or such other amount necessary to repay any Class of Outstanding Loans in full); (iii) such Refinancing Loans shall be in an aggregate principal amount not have a principal or commitment amount (or accreted value) greater than the Incremental Term Facilities being aggregate principal amount outstanding of Loans to be refinanced (excluding plus any accrued interest, premiums, fees, discounts, premiums costs and expenses related thereto (including any OID or expensesupfront fees); (iiiv) the final maturity date of such Refinancing Loans shall be the same as or later than the maturity date of the Loans being refinanced, and the Weighted Average Life to Maturity of such Refinancing Loans shall be the same as or longer than the then remaining Weighted Average Life to Maturity of each Class of Loans being refinanced; (A) the pricing, rate floors, discounts, fees and optional and mandatory prepayment or redemption provisions applicable to such Refinancing Loans shall be as agreed between the Borrower and the Refinancing Lenders so long as, in the case of any mandatory prepayment or redemption provisions, such Refinancing Lenders do not participate on a greater than pro rata basis in any such prepayments as compared to Lenders and (B) the covenants and other terms applicable to such Refinancing Loans (excluding those terms described in the immediately preceding clause (A)), which shall be as agreed between the Borrower and the lenders providing such Refinancing Loans, shall not be materially more favorable (when taken as a whole) to the Refinancing Lenders than those applicable to any Class of Loans then outstanding under this Agreement (as determined by the Borrower in good faith), except to the extent permitted by clause (viii) below; (vi) no existing Lender shall be under any obligation required to provide a commitment to such any Refinancing Loans; (iiivii) each no Refinancing Loans shall be guaranteed by any Person providing that is not a commitment Guarantor or secured by any asset that is not Collateral; and (viii) the Additional Credit Extension Amendment with respect to any Refinancing Loans may provide for (x) additional or more restrictive covenants and other terms that benefit only the Lenders of such Refinancing Loans must qualify as an Eligible Assignee; that apply only after the Latest Maturity Date (iv) the Borrower shall deliver to the Administrative Agent: (A) a certificate of a Responsible Officer of the Borrower dated as of the date of the applicable Refinancing Amendment (1) certifying and attaching resolutions adopted by the board of directors or equivalent governing body of the Borrower approving such Refinancing Amendment and (2) certifying that, before and after giving effect to such Refinancing Amendment, each of the conditions set forth in Section 4.02 are satisfied; Loans) or (By) such amendments to the Collateral Documents as the Administrative Agent may request to cause the Collateral Documents to secure the Obligations after giving effect to such Refinancing Amendment; and (C) such opinions of legal counsel to the Borrower as the Administrative Agent may request, addressed to the Administrative Agent and each Lender, dated as of the effective date of such Refinancing Amendment, in form and substance satisfactory to the Administrative Agent; (v) a fully-executed Refinancing Amendment with respect to such Refinancing Loans; (vi) such Refinancing Loans (A) shall rank pari passu in right of payment as the other Loans and Commitments; (B) shall not be Guaranteed by any Person; and (C) shall be secured by the Collateral on an equal and ratable basis with the Obligations; (vii) such Refinancing Loans shall share ratably in any mandatory prepayments of the Incremental Term Facilities pursuant to Section 2.05 (or otherwise provide for more favorable prepayment treatment for the remaining then-outstanding Incremental Term Facilities) and shall have ratable voting rights with the Incremental Term Facilities (or otherwise provide for more favorable voting rights for the remaining then-outstanding Incremental Term Facilities); (viii) such Refinancing Loans shall have such interest rates, interest rate margins, fees, discounts, prepayment premiums, amortization and a final maturity date as agreed by the Borrower and the Lenders providing such Refinancing Loans, provided that such Refinancing Loans shall not have a maturity date that is prior to the maturity date of, and shall not have a Weighted Average Life that is shorter than the Weighted Average Life of, the Incremental Term Facilities being refinanced; (ix) subject to clause (viii) above, such Refinancing Loans will have terms and conditions that are substantially identical to, or less favorable to the Lenders providing such Refinancing Loans than, the terms and conditions of the Incremental Term Facilities being refinanced; provided, however, that such Refinancing Loans may provide for any additional or different financial or other more restrictive covenants or other provisions that are agreed among the Borrower and the Lenders providing such Refinancing Loans and applicable only during periods after the latest maturity of any Incremental Term Facilities then in effect; and (x) substantially concurrently with the incurrence of such Refinancing Loans, (A) the Borrower shall apply the aggregate cash proceeds of such Refinancing Loans (net of reasonable direct costs incurred in connection therewith, including legal, accounting and investment banking fees and other professional fees, commissions and expenses) to the prepayment of the outstanding Incremental Term Facilities being refinanced by such Refinancing Loans and (B) the Borrower shall pay any amount required pursuant to Section 3.05 as a result of any such prepayment of Incremental Term Facilities of existing benefit all Lenders. (b) The Lenders hereby authorize Each such notice shall specify (x) the date (each, a “Refinancing Effective Date”) on which the Borrower proposes that the Refinancing Loans be made, which shall be a date reasonably acceptable to the Administrative Agent and (y) the identity of the proposed Additional Lenders (each of which shall be an Eligible Assignee (for this purpose treating a Lender of Refinancing Loans as if it were an assignee)) whom the Borrower proposes would provide the Refinancing Loans and the portion of the Refinancing Loans to enter intobe provided by each such Person. On each Refinancing Effective Date, each Person with a commitment for a Refinancing Loan (each such Person, a “Refinancing Lender”) shall make a Refinancing Loan to the Borrower in a principal amount equal to such Person’s Commitment therefor. (c) This Section 2.24 shall supersede any provisions in Section 2.18 or Section 9.02 to the contrary. The Refinancing Loans shall be documented by an Additional Credit Extension Amendment executed by the Persons providing the Refinancing Loans (and the other Persons specified in the definition of “Additional Credit Extension Amendment” but no other existing Lender), and the Lenders agree that Additional Credit Extension Amendment may provide for such amendments to this Agreement and the other Loan Documents shall as may be amended bynecessary or appropriate, such Refinancing Amendments to in the extent (and only to the extent) reasonable opinion of the Administrative Agent deems necessary in order to establish Refinancing Loans on terms consistent with and/or and the Borrower, to effect the provisions of this Section 2.16. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment2.24.

Refinancing Loans. (a) The Borrower may Adtalem may, from time to time time, and subject to the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed or conditioned), add one or more new term loan facilities to this Agreement (“Refinancing Loans”) pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to Adtalem, to refinance all or any portion of any the Term B Loan then outstanding Incremental Term Facilities then in effect under this Agreement pursuant to a Refinancing Amendment; provided that: (i) such Refinancing Loans shall not have a principal or commitment amount (or accreted value) greater than the Incremental Term Facilities being refinanced (excluding accrued interest, fees, discounts, premiums or expenses); (ii) no existing Lender shall be under any obligation to provide a commitment to that such Refinancing Loans; : (iii) each Person providing a commitment to such Refinancing Loans must qualify as an Eligible Assignee; (iv) the Borrower shall deliver to the Administrative Agent: (A) a certificate of a Responsible Officer of the Borrower dated as of the date of the applicable Refinancing Amendment (1) certifying and attaching resolutions adopted by the board of directors or equivalent governing body of the Borrower approving such Refinancing Amendment and (2) certifying that, before and after giving effect to such Refinancing Amendment, each of the conditions set forth in Section 4.02 are satisfied; (B) such amendments to the Collateral Documents as the Administrative Agent may request to cause the Collateral Documents to secure the Obligations after giving effect to such Refinancing Amendment; and (C) such opinions of legal counsel to the Borrower as the Administrative Agent may request, addressed to the Administrative Agent and each Lender, dated as of the effective date of such Refinancing Amendment, in form and substance satisfactory to the Administrative Agent; (v) a fully-executed Refinancing Amendment with respect to such Refinancing Loans; (vi) such Refinancing Loans (Ai) shall rank pari passu in right of payment as with the other Loans and CommitmentsCommitments hereunder; (Bii) shall not be Guaranteed by any PersonPerson that is not a Guarantor; and (Ciii) shall be secured by the Collateral on an equal and ratable basis with the Obligations; ; (viiiv) such Refinancing Loans shall share ratably in any mandatory prepayments of the Incremental Term Facilities pursuant to Section 2.05 (or otherwise provide for more favorable prepayment treatment for the remaining then-outstanding Incremental Term Facilities) and shall have ratable voting rights with the Incremental Term Facilities (or otherwise provide for more favorable voting rights for the remaining then-outstanding Incremental Term Facilities); (viii) such Refinancing Loans shall have such interest rates, interest rate margins, fees, discounts, prepayment premiums, amortization and a final maturity date pricing terms as may be agreed by the Borrower Adtalem and the Lenders providing such Refinancing Loans, provided that such Refinancing Loans applicable lenders thereof; (v) shall not have a maturity date that is not prior to the maturity date ofscheduled Maturity Date for the Term B Loan, and shall not have a Weighted Average Life to Maturity that is not shorter than the Weighted Average Life of, to Maturity of the Incremental Term Facilities B Loan being refinanced; ; (ixvi) subject to clause clauses (viiiiv) and (v) above, such Refinancing Loans will shall have terms and conditions (other than pricing) that are substantially identical to, or less favorable to the Lenders lenders providing such Refinancing Loans than, the terms and conditions of the Incremental Term Facilities B Loan being refinanced (unless such terms are reasonably acceptable to the Administrative Agent); and (vii) the Net Cash Proceeds of such Refinancing Loans shall be applied, substantially concurrently with the incurrence thereof, to the prepayment of the Term B Loan being so refinanced, in each case in the manner set forth in Section 2.5(c); provided, provided however, that such Refinancing Loans (x) may provide for any additional or different financial or other covenants or other provisions that are agreed among the Borrower Adtalem and the Lenders providing such Refinancing Loans lenders thereof and applicable only during periods after the latest maturity Maturity Date of any Incremental Term Facilities then in effect; and of the Loans (xand Commitments) substantially concurrently with the incurrence of such Refinancing Loans, (A) the Borrower shall apply the aggregate cash proceeds of that remain outstanding after giving effect to such Refinancing Loans or the date on which all non- refinanced Obligations are paid in full and (net y) shall not have a principal or commitment amount (or accreted value) greater than the principal amount of reasonable direct costs incurred the Term B Loan being refinanced (plus accrued interest, fees, discounts, premiums or expenses payable in connection therewith, including legal, accounting and investment banking fees and other professional fees, commissions and expenses) to the prepayment of the outstanding Incremental Term Facilities being refinanced by such Refinancing Loans and (B) the Borrower shall pay any amount required pursuant to Section 3.05 as a result of any such prepayment of Incremental Term Facilities of existing Lenders). (b) Adtalem shall make any request for Refinancing Loans pursuant to a written notice to the Administrative Agent specifying in reasonable detail the proposed terms thereof. No Lender shall have any obligation hereunder to provide Refinancing Loans. To achieve the full amount of a requested issuance of Refinancing Loans, and subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld, delayed or conditioned), Adtalem may invite additional Eligible Assignees to become Lenders in respect of such Refinancing Loans pursuant to a joinder agreement to this Agreement in form and substance reasonably satisfactory to the Administrative Agent. (c) The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.2 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements, including any supplements or amendments to the Collateral Documents providing for such Refinancing Loans to be secured thereby. The Lenders hereby authorize the Administrative Agent to enter into, and the Lenders agree that into amendments to this Agreement and the other Loan Documents with Adtalem as may be necessary in order to establish new tranches of Refinancing Loans and to make such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and Adtalem in connection with the establishment of such new tranches, in each case on terms consistent with this Section 2.18. (d) Each class of Refinancing Loans incurred under this Section 2.18 shall be in an aggregate principal amount that is (i) not less than $50,000,000 and (ii) an integral multiple of $10,000,000 in excess thereof. (e) Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended by, such Refinancing Amendments to the extent (and but only to the extent) necessary to reflect the existence and terms of the Refinancing Loans incurred pursuant thereto (including the addition of such Refinancing Loans as a separate class of “Loan” hereunder and treated in a manner consistent with the Term B Loan being refinanced, including for purposes of prepayments and voting). Any Refinancing Amendment may, without the consent of any Person other than Adtalem, the Administrative Agent deems and the Lenders providing such Refinancing Loans, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in order to establish Refinancing Loans on terms consistent with and/or the reasonable opinion of the Administrative Agent and Adtalem, to effect the provisions of this Section 2.16. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment2.18.

Refinancing Loans. (a) The Borrower may from time by written notice to time add Administrative Agent request the establishment of one or more new term loan facilities to additional tranches of loans under this Agreement (“Refinancing Loans”) pursuant to procedures specified by refinance outstanding Loans (such existing Loans being refinanced, the “Refinanced Debt”). Each such notice shall (1) specify (x) the date (each, a “Refinancing Effective Date”) on which the Borrower proposes that the Refinancing Loans shall be made, which shall be a date not less than sixty (60) days after the date on which such notice is delivered to the Administrative Agent Agent, (y) the type and amount of outstanding Loans the Borrower is requesting to refinance all or any portion refinance, and (z) the other proposed terms of any outstanding Incremental Term Facilities then the Refinancing Loans and (2) certify that the Borrower in effect pursuant to a Refinancing Amendmentcompliance with the Borrowing Base Requirement; provided that: (i) such Refinancing Loans shall not have a principal or commitment amount (or accreted value) greater than the Incremental Term Facilities being refinanced (excluding accrued interest, fees, discounts, premiums or expenses); (ii) no existing Lender shall be under any obligation to provide a commitment to such Refinancing Loans; (iii) each Person providing a commitment to such Refinancing Loans must qualify as an Eligible Assignee; (iv) the Borrower shall deliver to the Administrative Agent: (A) a certificate of a Responsible Officer of the Borrower dated as of the date of the applicable Refinancing Amendment (1) certifying and attaching resolutions adopted by the board of directors or equivalent governing body of the Borrower approving such Refinancing Amendment and (2) certifying that, before and after giving effect to the borrowing of such Refinancing Amendment, Loans on the Refinancing Effective Date each of the conditions set forth in Section 4.02 are 3.1 and Section 3.2 shall be satisfied; (Bii) such amendments to any request for Refinancing Loans shall be in an aggregate amount not less than $25,000,000; (iii) the Collateral Documents as the Administrative Agent may request to cause the Collateral Documents to secure the Obligations after giving effect terms and conditions applicable to such Refinancing Amendment; andLoans shall be identical in all respects to the terms and conditions set forth in Appendix 1, Appendix 2 and Appendix 3 of this Agreement (and any related provision or definition under this Agreement or any other Financing Document) with respect to the subject matter thereof; (Civ) such opinions of legal counsel to Refinancing Loans have a maturity no earlier than the Borrower as the Administrative Agent may request, addressed to the Administrative Agent and each Lender, dated as of the effective date of such Refinancing Amendment, in form and substance satisfactory to the Administrative AgentRefinanced Debt; (v) a fully-executed Refinancing Amendment with respect to such Refinancing Loans; (vi) such Refinancing Loans (A) shall rank pari passu in right of payment as the other Loans and Commitments; (B) shall not be Guaranteed by any Person; and (C) shall be secured by the Collateral on an equal and ratable basis with the Obligations; (vii) such Refinancing Loans shall share ratably in any mandatory prepayments of the Incremental Term Facilities pursuant to Section 2.05 (or otherwise provide for more favorable prepayment treatment for the remaining then-outstanding Incremental Term Facilities) and shall have ratable voting rights with the Incremental Term Facilities (or otherwise provide for more favorable voting rights for the remaining then-outstanding Incremental Term Facilities); (viii) such Refinancing Loans shall have such interest rates, interest rate margins, fees, discounts, prepayment premiums, amortization and a final maturity date as agreed by the Borrower and the Lenders providing such Refinancing Loans, provided that such Refinancing Loans shall not have a maturity date that is prior to the maturity date of, and shall not have a Weighted Average Life that is shorter greater principal amount than the Weighted Average Life of, principal amount of the Incremental Term Facilities being refinancedRefinanced Debt; (ixvi) subject to clause except as described in clauses (viiiiii), (iv) and (v) above, all other terms applicable to such Refinancing Loans will have terms as set forth in the Refinancing Amendment (other than provisions relating to original issue discount, upfront fees and conditions that are interest rates which shall be as agreed between the Borrower and the lenders providing such Refinancing Loans) shall be substantially identical to, or less favorable to the Lenders lenders providing such Refinancing Loans than, those applicable to the then outstanding Loans except to the extent [***] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND FILED SEPARATELY WITH THE COMMISSION. such covenants and other terms apply solely to any period after the Latest Maturity Date of the Loans in effect on the Refinancing Effective Date immediately prior to the borrowing of such Refinancing Loans; (vii) the Loan Parties and the Collateral Agent shall enter into such amendments to the Collateral Documents as may be requested by the Collateral Agent (which shall not require any consent from any Lender) in order to ensure that the Refinancing Loans are provided with the benefit of the applicable Collateral Documents and shall deliver such other documents, certificates and opinions of counsel in connection therewith as may be requested by the Collateral Agent; and (viii) On the Refinancing Effective Date, the net proceeds of the Refinancing Loans shall be applied to the repayment of the then outstanding Loans. (b) In connection with each Refinancing Request, the Lenders shall have thirty (30) days to accept an offer to provide the requested Refinancing Loans in an amount up to its pro rata share of the outstanding Loans under this Agreement by delivering written confirmation to the Administrative Agent, and in the event that any one or more Lenders declines to provide Refinancing Loans in an amount equal to its full pro rata share of the Refinancing Loans requested, the Administrative Agent shall offer the other Lenders the opportunity to provide further Refinancing Loans in an aggregate amount equal to the remaining requested amount; during the foregoing period, the Borrower shall not approach any other Person in connection with its Refinancing Request. Thereafter, the Borrower may approach any Lender or any other Person that would be a permitted Assignee pursuant to Section 9.15 (without consideration of any Borrower approval required by Section 9.15) to provide all or a portion of the requested Refinancing Loans (each, together with any Lender who delivers a confirmation pursuant to the first sentence of this clause (b), a “Refinancing Lender”); provided that any Lender offered or approached to provide all or a portion of the Refinancing Loans may elect or decline, in its sole discretion, to provide a Refinancing Loan. Each Refinancing Loan incurred on a Refinancing Effective Date shall have identical terms and conditions of the Incremental Term Facilities being refinanced; provided, however, that to each other Refinancing Loan incurred on such Refinancing Effective Date. Any Refinancing Loan made on any Refinancing Effective Date shall be designated Refinancing Loans may provide for any additional or different financial or other covenants or other provisions that are agreed all purposes of this Agreement. (c) The Refinancing Loans shall be established pursuant to an amendment to this Agreement among the Borrower Borrower, the Administrative Agent and the Refinancing Lenders providing such Refinancing Loans and applicable only during periods after the latest maturity of any Incremental Term Facilities then (a “Refinancing Loan Amendment”), which shall be consistent in effect; and (x) substantially concurrently all respects with the incurrence of such Refinancing Loans, provisions set forth in paragraph (Aa) the Borrower shall apply the aggregate cash proceeds of such Refinancing Loans (net of reasonable direct costs incurred in connection therewith, including legal, accounting and investment banking fees and other professional fees, commissions and expenses) to the prepayment above. Each of the outstanding Incremental Term Facilities being refinanced by such Refinancing Loans and (B) the Borrower shall pay any amount required pursuant to Section 3.05 as a result of any such prepayment of Incremental Term Facilities of existing Lenders. (b) The Lenders parties hereto hereby authorize the Administrative Agent to enter into, and the Lenders agree agrees that this Agreement and the other Loan Financing Documents shall may be amended bypursuant to a Refinancing Amendment, such Refinancing Amendments without the consent of any other Lenders, to the extent (and but only to the extent) necessary to (i) reflect the existence and terms of the Refinancing Loans incurred pursuant thereto and (ii) effect such other amendments to this Agreement and the other Financing Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent deems necessary in order to establish Refinancing Loans on terms consistent with and/or and the Borrower, to effect the provisions of this Section 2.16. The 2.12, and the Majority Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment. Each Refinancing Loan Amendment shall promptly notify each Lender as be binding on the Lenders, the Loan Parties and the other parties hereto. [***] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND FILED SEPARATELY WITH THE COMMISSION. (d) Notwithstanding anything to the effectiveness of each contrary herein, the Borrower shall not prepay any Refinancing AmendmentLoans until all Initial Loans have been indefeasibly paid in full in cash and the Closing Date Commitments have been terminated.

Refinancing Loans. (a) The In the event that any Prepetition Issuer makes any Prepetition L/C Disbursement or related payment under any drawn Prepetition Letter of Credit listed on SCHEDULE III (PREPETITION LETTERS OF CREDIT), such Prepetition Issuer is not reimbursed by the Borrower may from for such payment within the time period specified in the Prepetition Credit Agreement and, thereafter, any Participating Prepetition Lender funds an amount (a "PREPETITION L/C REIMBURSEMENT LOAN") equal to time add one or more new term loan facilities its Prepetition Pro Rata Percentage of such Prepetition L/C Disbursement in order to this Agreement (“Refinancing Loans”) pursuant reimburse such Prepetition Issuer, then, without modifying Old WGI's obligation to procedures specified repay all such Prepetition L/C Reimbursement Loans as required by the terms of the Prepetition Credit Agreement, the Confirmation Order and applicable Requirements of Law, each Lender shall, immediately and without any action by the Borrower, pay to the Administrative Agent for the account of each Participating Prepetition Lender an amount equal to refinance all such Lender's Ratable Portion of each Prepetition L/C Reimbursement Loan owing to such Participating Prepetition Lender. Upon such payment, and notwithstanding whether or any portion of any outstanding Incremental Term Facilities then not the conditions precedent set forth in effect pursuant SECTION 3.1 (CONDITIONS PRECEDENT TO EACH LOAN AND LETTER OF CREDIT) shall 41 have been satisfied (which conditions precedent the Lenders irrevocably waive), each such payment shall be deemed to be a Refinancing Amendment; provided that:Revolving Loan (a "REFINANCING LOAN") to the Borrower. (ib) such Refinancing Loans shall not have a principal or commitment amount (or accreted value) greater than Notwithstanding the Incremental Term Facilities being refinanced (excluding accrued interestforegoing, fees, discounts, premiums or expenses); (ii) no existing Lender shall be under obligated to make any obligation to provide payment that would result in a commitment to Refinancing Loan exceeding such Refinancing Loans; (iii) each Person providing a commitment to Lender's Commitment or such Refinancing Loans must qualify as an Eligible Assignee; (iv) the Borrower shall deliver to the Administrative Agent: (A) a certificate of a Responsible Officer Lender's Ratable Portion of the Borrower dated as of the date of the applicable Refinancing Amendment Available Credit at such time (1) certifying and attaching resolutions adopted by the board of directors or equivalent governing body of the Borrower approving such Refinancing Amendment and (2) certifying that, before and in each case after giving effect to such payment). (c) The Borrower may not repay any Refinancing AmendmentLoan unless all the outstanding amounts funded by Non-Participating Prepetition Lenders to repay the Prepetition L/C Disbursement related to such Refinancing Loan are repaid concurrently therewith. Whenever any Prepetition Issuer receives any payment of a Prepetition L/C Disbursement from the Borrower, the Prepetition Issuer will pay to each Prepetition Revolving Lender, in immediately available funds, any amount equal to such Prepetition Revolving Lender's Prepetition Pro Rata Percentage of the conditions amount of such payment adjusted, if necessary, to reflect the respective amounts the Prepetition Revolving Lenders have paid in respect of such Prepetition L/C Disbursement. (d) Each Participating Prepetition Lender agrees that Refinancing Loans owed to it shall substitute for any claim such Prepetition Lender may have under the Prepetition L/C Reimbursement Loans. For accounting purposes, the Borrower will not be required to double-count obligations incurred in respect of both Prepetition L/C Reimbursement Loans and Refinancing Loans regardless of whether more than one such loan may be outstanding from time to time. (e) Other than as set forth in Section 4.02 are satisfied; this CLAUSE (BE), nothing in this SECTION 2.5 (REFINANCING LOANS) shall or is intended to restrict or modify Old WGI or the Borrower's obligation to pay its debts under the Prepetition Credit Agreement as such amendments debts fall due (other than the substitution set forth herein). The Borrower, Old WGI, CSFB, in its capacity as agent under the Prepetition Credit Agreement, all Loan Parties and all Participating Prepetition Lenders hereby (i) consent under the Prepetition Credit Agreement to the Collateral Documents as the Administrative Agent may request to cause the Collateral Documents to secure the Obligations after giving effect to such Refinancing Amendment; and (C) such opinions execution of legal counsel to the Borrower as the Administrative Agent may request, addressed to the Administrative Agent and each Lender, dated as of the effective date of such Refinancing Amendment, in form and substance satisfactory to the Administrative Agent; (v) a fully-executed Refinancing Amendment with respect to such Refinancing Loans; (vi) such Refinancing Loans (A) shall rank pari passu in right of payment as the other Loans and Commitments; (B) shall not be Guaranteed by any Person; and (C) shall be secured by the Collateral on an equal and ratable basis with the Obligations; (vii) such Refinancing Loans shall share ratably in any mandatory prepayments of the Incremental Term Facilities pursuant to Section 2.05 (or otherwise provide for more favorable prepayment treatment for the remaining then-outstanding Incremental Term Facilities) and shall have ratable voting rights with the Incremental Term Facilities (or otherwise provide for more favorable voting rights for the remaining then-outstanding Incremental Term Facilities); (viii) such Refinancing Loans shall have such interest rates, interest rate margins, fees, discounts, prepayment premiums, amortization and a final maturity date as agreed by the Borrower and the Lenders providing such Refinancing Loans, provided that such Refinancing Loans shall not have a maturity date that is prior to the maturity date of, and shall not have a Weighted Average Life that is shorter than the Weighted Average Life of, the Incremental Term Facilities being refinanced; (ix) subject to clause (viii) above, such Refinancing Loans will have terms and conditions that are substantially identical to, or less favorable to the Lenders providing such Refinancing Loans than, the terms and conditions of the Incremental Term Facilities being refinanced; provided, however, that such Refinancing Loans may provide for any additional or different financial or other covenants or other provisions that are agreed among the Borrower and the Lenders providing such Refinancing Loans and applicable only during periods after the latest maturity of any Incremental Term Facilities then in effect; and (x) substantially concurrently with the incurrence of such Refinancing Loans, (A) the Borrower shall apply the aggregate cash proceeds of such Refinancing Loans (net of reasonable direct costs incurred in connection therewith, including legal, accounting and investment banking fees and other professional fees, commissions and expenses) to the prepayment of the outstanding Incremental Term Facilities being refinanced by such Refinancing Loans and (B) the Borrower shall pay any amount required pursuant to Section 3.05 as a result of any such prepayment of Incremental Term Facilities of existing Lenders. (b) The Lenders hereby authorize the Administrative Agent to enter into, and the Lenders agree that this Agreement and the other consummation of all transactions contemplated and permitted hereby and by the Loan Documents shall be amended byDocuments, such Refinancing Amendments (ii)(A) amend the Prepetition Credit Agreement to delete Articles III, IV, and clauses (a), (i), (j), (k) and (l) of Article VII in their entirety, (B) amend Articles V and VI thereto to the extent (and only necessary to ensure that any of the obligations in such Articles are not inconsistent with, or more onerous to the extentBorrower than, the corresponding provisions in ARTICLES VII (AFFIRMATIVE COVENANTS) the Administrative Agent deems necessary and VIII (NEGATIVE COVENANTS) of this Agreement, in order to establish Refinancing Loans on terms consistent with and/or to effect which case the provisions in this Agreement shall apply as if such provisions were incorporated by reference therein, (iii) waive all defaults and events of this Section 2.16. The Administrative Agent shall promptly notify each Lender as default under the Prepetition Credit Agreement arising prior to the effectiveness Closing Date, (iv) confirm that all commitments under the Prepetition Credit Agreement have been and remain terminated, (v) agree that they shall not extend, amend or renew the Prepetition Letters of each Refinancing AmendmentCredit or authorize or agree to any such action and (vi) affirm and renew the obligations of the Borrower to pay "Issuing Bank Fees" (under and as defined in the Prepetition Credit Agreement) to Prepetition Issuers in respect of the Prepetition Letters of Credit under the Prepetition Credit Agreement to the extent such fees relate to periods on or after the Closing Date.

Refinancing Loans. (a) The Borrower may from time by written notice to time add Administrative Agent request the establishment of one or more new term loan facilities to additional tranches of loans under this Agreement (“Refinancing Loans”) pursuant to procedures specified by refinance outstanding Loans (such existing Loans being refinanced, the “Refinanced Debt”). Each such notice shall (1) specify (x) the date (each, a “Refinancing Effective Date”) on which the Borrower proposes that the Refinancing Loans shall be made, which shall be a date not less than sixty (60) days after the date on which such notice is delivered to the Administrative Agent Agent, (y) the type and amount of outstanding Loans the Borrower is requesting to refinance all or any portion refinance, and (z) the other proposed terms of any outstanding Incremental Term Facilities then the Refinancing Loans and (2) certify that the Borrower in effect pursuant to a Refinancing Amendmentcompliance with the Borrowing Base Requirement; provided that: (i) such Refinancing Loans shall not have a principal or commitment amount (or accreted value) greater than the Incremental Term Facilities being refinanced (excluding accrued interest, fees, discounts, premiums or expenses); (ii) no existing Lender shall be under any obligation to provide a commitment to such Refinancing Loans; (iii) each Person providing a commitment to such Refinancing Loans must qualify as an Eligible Assignee; (iv) the Borrower shall deliver to the Administrative Agent: (A) a certificate of a Responsible Officer of the Borrower dated as of the date of the applicable Refinancing Amendment (1) certifying and attaching resolutions adopted by the board of directors or equivalent governing body of the Borrower approving such Refinancing Amendment and (2) certifying that, before and after giving effect to the borrowing of such Refinancing Amendment, Loans on the Refinancing Effective Date each of the conditions set forth in Section 4.02 are 3.1 and Section 3.2 shall be satisfied; (Bii) such amendments to any request for Refinancing Loans shall be in an aggregate amount not less than $25,000,000; *** Confidential treatment has been requested for the Collateral Documents as portions marked by “***”. The confidential redacted portions have been omitted and filed separately with the Administrative Agent may request to cause Commission (iii) the Collateral Documents to secure the Obligations after giving effect terms and conditions applicable to such Refinancing Amendment; andLoans shall be identical in all respects to the terms and conditions set forth in Appendix 1, Appendix 2 and Appendix 3 of this Agreement (and any related provision or definition under this Agreement or any other Financing Document) with respect to the subject matter thereof; (Civ) such opinions of legal counsel to Refinancing Loans have a maturity no earlier than the Borrower as the Administrative Agent may request, addressed to the Administrative Agent and each Lender, dated as of the effective date of such Refinancing Amendment, in form and substance satisfactory to the Administrative AgentRefinanced Debt; (v) a fully-executed Refinancing Amendment with respect to such Refinancing Loans; (vi) such Refinancing Loans (A) shall rank pari passu in right of payment as the other Loans and Commitments; (B) shall not be Guaranteed by any Person; and (C) shall be secured by the Collateral on an equal and ratable basis with the Obligations; (vii) such Refinancing Loans shall share ratably in any mandatory prepayments of the Incremental Term Facilities pursuant to Section 2.05 (or otherwise provide for more favorable prepayment treatment for the remaining then-outstanding Incremental Term Facilities) and shall have ratable voting rights with the Incremental Term Facilities (or otherwise provide for more favorable voting rights for the remaining then-outstanding Incremental Term Facilities); (viii) such Refinancing Loans shall have such interest rates, interest rate margins, fees, discounts, prepayment premiums, amortization and a final maturity date as agreed by the Borrower and the Lenders providing such Refinancing Loans, provided that such Refinancing Loans shall not have a maturity date that is prior to the maturity date of, and shall not have a Weighted Average Life that is shorter greater principal amount than the Weighted Average Life of, principal amount of the Incremental Term Facilities being refinancedRefinanced Debt; (ixvi) subject to clause except as described in clauses (viiiiii), (iv) and (v) above, all other terms applicable to such Refinancing Loans will have terms as set forth in the Refinancing Amendment (other than provisions relating to original issue discount, upfront fees and conditions that are interest rates which shall be as agreed between the Borrower and the lenders providing such Refinancing Loans) shall be substantially identical to, or less favorable to the Lenders lenders providing such Refinancing Loans than, those applicable to the then outstanding Loans except to the extent such covenants and other terms apply solely to any period after the Latest Maturity Date of the Loans in effect on the Refinancing Effective Date immediately prior to the borrowing of such Refinancing Loans; (vii) the Loan Parties and the Collateral Agent shall enter into such amendments to the Collateral Documents as may be requested by the Collateral Agent (which shall not require any consent from any Lender) in order to ensure that the Refinancing Loans are provided with the benefit of the applicable Collateral Documents and shall deliver such other documents, certificates and opinions of counsel in connection therewith as may be requested by the Collateral Agent; and (viii) On the Refinancing Effective Date, the net proceeds of the Refinancing Loans shall be applied to the repayment of the then outstanding Loans. (b) In connection with each Refinancing Request, the Lenders shall have thirty (30) days to accept an offer to provide the requested Refinancing Loans in an amount up to its pro rata share of the outstanding Loans under this Agreement by delivering written confirmation to the Administrative Agent, and in the event that any one or more Lenders declines to provide Refinancing Loans in an amount equal to its full pro rata share of the Refinancing Loans requested, the Administrative Agent shall offer the other Lenders the opportunity to provide further Refinancing Loans in an aggregate amount equal to the remaining requested amount; during the foregoing period, the Borrower shall not approach any other Person in connection with its Refinancing Request. Thereafter, the Borrower may approach any Lender or any other Person that would be a permitted Assignee pursuant to Section 9.15 (without consideration of any Borrower approval required by Section 9.15) to provide all or a portion of the requested Refinancing Loans (each, together with any Lender who delivers a confirmation pursuant to the first sentence of this clause (b), a “Refinancing Lender”); provided that any Lender offered or approached to provide all or a portion of the Refinancing Loans may elect or decline, in its sole *** Confidential treatment has been requested for the portions marked by “***”. The confidential redacted portions have been omitted and filed separately with the Commission discretion, to provide a Refinancing Loan. Each Refinancing Loan incurred on a Refinancing Effective Date shall have identical terms and conditions of the Incremental Term Facilities being refinanced; provided, however, that to each other Refinancing Loan incurred on such Refinancing Effective Date. Any Refinancing Loan made on any Refinancing Effective Date shall be designated Refinancing Loans may provide for any additional or different financial or other covenants or other provisions that are agreed all purposes of this Agreement. (c) The Refinancing Term Loans shall be established pursuant to an amendment to this Agreement among the Borrower Borrower, the Administrative Agent and the Refinancing Lenders providing such Refinancing Loans (a “Refinancing Loan Amendment”), which shall be consistent in all respects with the provisions set forth in paragraph (a) above. Each of the parties hereto hereby agrees that this Agreement and applicable only during periods after the latest maturity other Financing Documents may be amended pursuant to a Refinancing Amendment, without the consent of any Incremental Term Facilities then in effect; and other Lenders, to the extent (xbut only to the extent) substantially concurrently with necessary to (i) reflect the incurrence existence and terms of such Refinancing Loans, (A) the Borrower shall apply the aggregate cash proceeds of such Refinancing Loans (net of reasonable direct costs incurred in connection therewith, including legal, accounting and investment banking fees and other professional fees, commissions and expenses) to the prepayment of the outstanding Incremental Term Facilities being refinanced by such Refinancing Loans pursuant thereto and (Bii) the Borrower shall pay any amount required pursuant effect such other amendments to Section 3.05 as a result of any such prepayment of Incremental Term Facilities of existing Lenders. (b) The Lenders hereby authorize the Administrative Agent to enter into, and the Lenders agree that this Agreement and the other Loan Documents shall as may be amended bynecessary or appropriate, such Refinancing Amendments to in the extent (and only to the extent) reasonable opinion of the Administrative Agent deems necessary in order to establish Refinancing Loans on terms consistent with and/or and the Borrower, to effect the provisions of this Section 2.16. The 2.12, and the Required Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment. Each Refinancing Loan Amendment shall promptly notify each Lender as be binding on the Lenders, the Loan Parties and the other parties hereto. (d) Notwithstanding anything to the effectiveness of each contrary herein, the Borrower shall not prepay any Refinancing AmendmentLoans until all Initial Loans have been indefeasibly paid in full in cash.