Definition of Term B Loan Refinancing


Term B Loan Refinancing means (1) any optional prepayment or refinancing, in whole or in part, of the Term B Loans with the proceeds of any other term loans, including any Incremental Term Loans or new or additional term loans under this Agreement, whether incurred directly or by way of the conversion of Term B Loans into a new Class of replacement term loans under this Agreement, having an Effective Yield that is lower than the Effective Yield of the Term B Loans, other than in connection with a Permitted Refinancing Transaction, (b) any amendment to this Agreement that reduces the Effective Yield of the Term B Loans, other than in connection with a Permitted Refinancing Transaction, or (c) any mandatory prepayment of Term B Loans made pursuant to Section 2.7(e). For purposes hereof, "Permitted Refinancing Transaction" means a transaction that involves (1) a Change in Control, (1) an initial public offering of securities by the Borrower or the Parent, or (1) an increase to the Revolving Commitments pursuant to Section 2.5(d) or the incurrence of an Incremental Term Loan, in either case in connection with an Acquisition permitted by Section 7.5 or an Acquisition that is not permitted by the terms of this Agreement.
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