Common use of Refinancing Amendment Clause in Contracts

Refinancing Amendment. At any time after the Closing Date, the Borrower may obtain, from any Lender or any Refinancing Lender, Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Loans or Revolving Commitments then outstanding under this Agreement (which for purposes of this Section 2.28 will be deemed to include any then outstanding Other Refinancing Term Loans, Other Refinancing Revolving Commitments, Incremental Term Loans, Incremental Revolving Commitments, Extended Term Loans or Extended Revolving Commitments), in the form of Other Refinancing Loans or Other Refinancing Commitments in each case pursuant to a Refinancing Amendment; provided that such Credit Agreement Refinancing Indebtedness (i) will rank pari passu or junior in right of payment and of security with the other Loans and Commitments hereunder and (ii) will have such pricing, premiums and optional prepayment or redemption terms as may be agreed by the Borrower and the Lenders thereof. Any Other Refinancing Loans or Other Refinancing Commitments, as applicable, may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments hereunder, as specified in the applicable Refinancing Amendment. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction or waiver on the date thereof of each of the conditions set forth in Section 3.2 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (a) board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Section 3.1 and (b) customary legal opinions reasonably acceptable to the Administrative Agent. Each issuance of Credit Agreement Refinancing Indebtedness incurred under this Section 2.28 shall be in an aggregate principal amount that is not less than $25,000,000. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary or advisable to reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Refinancing Loans and/or Other Refinancing Commitments). 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 2.28. This Section 2.28 shall supersede any provisions in Sections 2.21 or 10.2 to the contrary.

Refinancing Amendment. At any time after the Closing Date, the Borrower may obtain, from any Lender or any Refinancing Lender, Credit Agreement Refinancing Indebtedness Commitments in respect of all or any portion of the Refinancing Term Loans or and Refinancing Revolving Credit Commitments then outstanding under shall become additional Commitments pursuant to an amendment (a “Refinancing Amendment”) to this Agreement (which for purposes of this Section 2.28 will be deemed to include any then outstanding Other and, as appropriate, the other Loan Documents, executed by the Borrower, each Refinancing Term Loans, Other Refinancing Revolving Lender providing such Commitments, Incremental Term Loans, Incremental Revolving Commitments, Extended Term Loans or Extended Revolving Commitments), in the form of Other Refinancing Loans or Other Refinancing Commitments in each case pursuant to a Refinancing Amendment; provided that such Credit Agreement Refinancing Indebtedness (i) will rank pari passu or junior in right of payment and of security with the other Loans and Commitments hereunder and (ii) will have such pricing, premiums and optional prepayment or redemption terms as may be agreed by the Borrower and the Lenders thereof. Any Other Refinancing Loans or Other Refinancing Commitments, as applicable, may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments hereunder, as specified in the applicable Refinancing AmendmentArranger. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction or waiver on the date thereof of each of the conditions set forth in Section 3.2 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (a) board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Section 3.1 and (b) customary legal opinions reasonably acceptable to the Administrative Agent. Each issuance of Credit Agreement Refinancing Indebtedness incurred under this Section 2.28 shall be in an aggregate principal amount that is not less than $25,000,000. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary or advisable to reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Refinancing Loans and/or Other Refinancing Commitments). Any Refinancing Amendment may, without the consent of any other LendersLoan Party, Agent or Lender, (i) 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 Refinancing Arranger and the Borrower, to effect the provisions of this Section 2.28. This Section 2.28 shall supersede any 2.24, including amendments as deemed necessary by the Refinancing Arranger in consultation with the Administrative Agent in its reasonable judgment to address technical issues relating to funding and payments, including adjusting Interest Periods and other provisions to allow such Refinancing Loans to be part of an Existing Class of Loans and (ii) at the option of the Borrower in Sections 2.21 consultation with the applicable Refinancing Arranger, incorporate terms that would be favorable to existing Lenders of the applicable Class or 10.2 Classes for the benefit of such existing Lenders of the applicable Class or Classes, in each case under this clause (ii), so long as the applicable Refinancing Arranger reasonably agrees that such modification is favorable to the contraryapplicable Lenders. The Borrower will use the proceeds of the Refinancing Term Loans and Refinancing Revolving Credit Commitments to extend, renew, replace, repurchase, retire or refinance the applicable Refinanced Debt no later than the later to occur of (a) five Business Days following the incurrence of such Refinancing Term Loans or Refinancing Revolving Credit Commitments and (b) the last day of the interest period applicable to the loans outstanding in respect of such Refinanced Debt.

Refinancing Amendment. At any time after the Closing Date, the Borrower and/or any Additional Borrower may obtain, from any Lender or any Refinancing Lender, Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Loans or Revolving Commitments of the Borrower or any Applicable Borrower then outstanding under this Agreement (which for purposes of this Section 2.28 will be deemed to include any then outstanding Other Refinancing Term Loans, Other Refinancing Revolving Commitments, Incremental Term Loans, Incremental Revolving Commitments, Extended Term Loans or Extended Revolving Commitments)Agreement, in the form of Other Refinancing Loans or Other Refinancing Commitments in each case pursuant to a Refinancing Amendment; provided that such Credit Agreement Refinancing Indebtedness (i) will rank pari passu or or, other than in the case of Other Refinancing Revolving Commitments and Other Refinancing Revolving Loans, junior in right of payment and of security with the other Loans and Commitments hereunder and hereunder; provided that, if such Credit Agreement Refinancing Indebtedness ranks junior in right of security with any other Loans or Commitments hereunder, such Credit Agreement Refinancing Indebtedness will be subject to the terms of a Second Lien Intercreditor Agreement, (ii) will have such maturity dates, pricing, interest rate margins, rate floors, discounts, premiums and optional prepayment or redemption terms as may be agreed by the Applicable Borrower and the Lenders thereof; and (iii) will otherwise comply with the proviso to the definition of Credit Agreement Refinancing Indebtedness; provided further that any Person that provides any Credit Agreement Refinancing Indebtedness in the form of Other Refinancing Loans or Other Refinancing Commitments to an Additional Borrower that is organized in the Republic of Ireland shall comply with the requirements of Section 2.17, including the provision of an Irish Qualifying Lender Confirmation substantially in the form of Exhibit H (pursuant to which such Person shall acknowledge that if it is not an Irish Qualifying Lender it will not be grossed up for any Irish withholding Tax applicable under relevant law as of the date such Person provides such Credit Agreement Refinancing Indebtedness). Any Other Refinancing Loans or Other Refinancing Commitments, as applicable, may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments hereunder, as specified in the applicable Refinancing Amendment. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction or waiver on the date thereof of each of the conditions set forth in Section 3.2 4.02 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (a) legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements generally consistent with those delivered on the Closing Date under Section 3.1 pursuant to Sections 4.01(b), (e) and (bg) customary (other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably acceptable satisfactory to the Administrative Agent). Each issuance Tranche of Credit Agreement Refinancing Indebtedness incurred under pursuant to this Section 2.28 2.24 shall be in an aggregate principal amount that is not less than $25,000,0005,000,000 (unless such Credit Agreement Refinancing Indebtedness is incurred to refinance all outstanding Loans with respect to a Tranche). The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended and restated or amended to the extent (but only to the extent) necessary or advisable to reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Refinancing Term Loans and/or Other Refinancing Term Commitments). 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 Agent, the Borrower and the any Applicable Borrower, to effect the provisions of this Section 2.282.24 (including without limitation, the addition of customary Defaulting Lender provisions with respect to any Lenders providing Other Refinancing Revolving Loans and Other Refinancing Revolving Commitments). This Section 2.28 2.24 shall supersede any provisions in Sections 2.21 Section 2.18 or 10.2 9.02 to the contrary.

Refinancing Amendment. At any time after the Closing Date, the Applicable Borrower may obtain, from any Lender or any Refinancing Lender, Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Loans or Revolving Commitments of the Applicable Borrower then outstanding under this Agreement (which for purposes of this Section 2.28 will be deemed to include any then outstanding Other Refinancing Term Loans, Other Refinancing Revolving Commitments, Incremental Term Loans, Incremental Revolving Commitments, Extended Term Loans or Extended Revolving Commitments)Agreement, in the form of Other Refinancing Loans or Other Refinancing Commitments in each case pursuant to a Refinancing Amendment; provided that such Credit Agreement Refinancing Indebtedness (i) will rank pari passu or or, other than in the case of Other Refinancing Revolving Commitments and Other Refinancing Revolving Loans, junior in right of payment and of security with the other Loans and Commitments hereunder and hereunder; provided that, if such Credit Agreement Refinancing Indebtedness ranks junior in right of security with any other Loans or Commitments hereunder, such Credit Agreement Refinancing Indebtedness will be subject to the terms of a First-Second Lien Intercreditor Agreement, (ii) will have such maturity dates, pricing, interest rate margins, rate floors, discounts, premiums and optional prepayment or redemption terms as may be agreed by the Applicable Borrower and the Lenders thereof; and (iii) will otherwise comply with the proviso to the definition of “Credit Agreement Refinancing Indebtedness”; provided further that any Person that provides any Credit Agreement Refinancing Indebtedness in the form of Other Refinancing Revolving Loans or Other Refinancing Revolving Commitments to an Additional Borrower that is organized in Ireland shall comply with the requirements of Section 2.17, including the provision of an Irish Qualifying Lender Confirmation substantially in the form of Exhibit H (pursuant to which such Person shall acknowledge that if it is not an Irish Qualifying Lender it will not be grossed up for any Irish withholding Tax applicable under relevant law as of the date such Person provides such Credit Agreement Refinancing Indebtedness). Any Other Refinancing Loans or Other Refinancing Commitments, as applicable, may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments hereunder, as specified in the applicable Refinancing Amendment. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction or waiver on the date thereof of each of the conditions set forth in Section 3.2 4.02 and, to the extent if reasonably requested by the Administrative AgentAgent at its option, receipt by the Administrative Agent of (a) legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements generally consistent with those delivered on the Closing Date under Section 3.1 pursuant to Sections 4.01(b), (e) and (bg) customary (other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably acceptable satisfactory to the Administrative Agent). Each issuance Tranche of Credit Agreement Refinancing Indebtedness incurred under pursuant to this Section 2.28 2.24 shall be in an aggregate principal amount that is not less than $25,000,0005,000,000 (unless such Credit Agreement Refinancing Indebtedness is incurred to refinance all outstanding Loans with respect to a Tranche). The Administrative Agent shall promptly notify each Lender and the Collateral Agent as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended and restated or amended to the extent (but only to the extent) necessary or advisable to reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Refinancing Term Loans and/or Other Refinancing Term Commitments). Any Refinancing Amendment may, without the consent of any other LendersLenders or any Agents (unless it directly adversely amends or modifies the rights or duties of any Agent), 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 Applicable Borrower, to effect the provisions of this Section 2.282.24 (including without limitation, the addition of customary Defaulting Lender provisions with respect to any Lenders providing Other Refinancing Revolving Loans and Other Refinancing Revolving Commitments). This Section 2.28 2.24 shall supersede any provisions in Sections 2.21 Section 2.18 or 10.2 9.02 to the contrary.

Refinancing Amendment. At any time after the Closing Date, the Borrower and/or any Additional Borrower may obtain, from any Lender or any Refinancing Lender, Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Loans or Revolving Commitments of the Borrower or any Applicable Borrower then outstanding under this Agreement (which for purposes of this Section 2.28 will be deemed to include any then outstanding Other Refinancing Term Loans, Other Refinancing Revolving Commitments, Incremental Term Loans, Incremental Revolving Commitments, Extended Term Loans or Extended Revolving Commitments)Agreement, in the form of Other Refinancing Loans or Other Refinancing Commitments in each case pursuant to a Refinancing Amendment; provided that such Credit Agreement Refinancing Indebtedness (i) will rank pari passu or or, other than in the case of Other Refinancing Revolving Commitments and Other Refinancing Revolving Loans, junior in right of payment and of security with the other Loans and Commitments hereunder and hereunder; provided that, if such Credit Agreement Refinancing Indebtedness ranks junior in right of security with any other Loans or Commitments hereunder, such Credit Agreement Refinancing Indebtedness will be subject to the terms of a Second Lien Intercreditor Agreement, (ii) will have such maturity dates, pricing, interest rate margins, rate floors, discounts, premiums and optional prepayment or redemption terms as may be agreed by the Applicable Borrower and the Lenders thereof; and (iii) will otherwise comply with the proviso to the definition of Credit Agreement Refinancing Indebtedness; provided further that any Person that provides any Credit Agreement Refinancing Indebtedness in the form of Other Refinancing Loans or Other Refinancing Commitments to an Additional Borrower that is organized in the Republic of Ireland shall comply with the requirements of Section 2.14, including the provision of an Irish Qualifying Lender Confirmation substantially in the form of Exhibit H (pursuant to which such Person shall acknowledge that if it is not an Irish Qualifying Lender it will not be grossed up for any Irish withholding Tax applicable under relevant law as of the date such Person provides such Credit Agreement Refinancing Indebtedness). Any Other Refinancing Loans or Other Refinancing Commitments, as applicable, may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments hereunder, as specified in the applicable Refinancing Amendment. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction or waiver on the date thereof of each of the conditions set forth in Section 3.2 4.02 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (a) legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements generally consistent with those delivered on the Closing Date under Section 3.1 pursuant to Sections 4.01(b), (e) and (bg) customary (other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably acceptable satisfactory to the Administrative Agent). Each issuance Tranche of Credit Agreement Refinancing Indebtedness incurred under pursuant to this Section 2.28 2.21 shall be in an aggregate principal amount that is not less than $25,000,0005,000,000 (unless such Credit Agreement Refinancing Indebtedness is incurred to refinance all outstanding Loans with respect to a Tranche). The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended and restated or amended to the extent (but only to the extent) necessary or advisable to reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Refinancing Term Loans and/or Other Refinancing Term Commitments). 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 Agent, the Borrower and the any Applicable Borrower, to effect the provisions of this Section 2.282.21 (including without limitation, the addition of customary Defaulting Lender provisions with respect to any Lenders providing Other Refinancing Revolving Loans and Other Refinancing Revolving Commitments). This Section 2.28 2.21 shall supersede any provisions in Sections 2.21 Section 2.15 or 10.2 9.02 to the contrary.

Refinancing Amendment. At any time after the Closing Date, the Borrower may obtain, from any Lender or any Refinancing Lender, Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Loans or Revolving Commitments then outstanding under this Agreement (which for purposes of this Section 2.28 will be deemed to include any then outstanding Other Refinancing Term Loans, Other Refinancing Revolving Commitments, Incremental Term Loans, Incremental Revolving Term Loan Commitments, Extended Term Loans or Extended Revolving Commitments), in the form of Other Refinancing Loans or Other Refinancing Commitments in each case pursuant to a Refinancing Amendment; provided that such Credit Agreement Refinancing Indebtedness (i) will rank pari passu or junior in right of payment and of security with the other Loans and Commitments hereunder and (ii) will have such pricing, premiums and optional prepayment or redemption terms as may be agreed by the Borrower and the Lenders thereof. Any Other Refinancing Loans or Other Refinancing Commitments, as applicable, may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments hereunder, as specified in the applicable Refinancing Amendment. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction or waiver on the date thereof of each of the conditions set forth in Section 3.2 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (a) board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Section 3.1 and (b) customary legal opinions reasonably acceptable to the Administrative Agent. Each issuance of Credit Agreement Refinancing Indebtedness incurred under this Section 2.28 shall be in an aggregate principal amount that is not less than $25,000,000. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary or advisable to reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Refinancing Loans and/or Other Refinancing Commitments). 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 2.28. This Section 2.28 shall supersede any provisions in Sections 2.21 or 10.2 to the contrary.

Refinancing Amendment. At any time after (a) The Borrower, with the Closing Dateconsent of the Lead Lenders, the Borrower may obtainrefinance, from any Lender replace or any Refinancing Lender, Credit Agreement Refinancing Indebtedness in respect of modify all or any portion of any tranche or tranches of the Loans or Revolving Commitments then outstanding under this Agreement (which for purposes of this Section 2.28 will be deemed to include any then outstanding Other Refinancing the “Refinanced Term Loans, Other ”) with Permitted Refinancing Revolving Commitments, Incremental Term Indebtedness (“Replacement Loans, Incremental Revolving Commitments, Extended Term Loans or Extended Revolving Commitments), in the form of Other Refinancing Loans or Other Refinancing Commitments in each case ”) pursuant to a Refinancing Amendment; provided that such Credit Agreement Refinancing Indebtedness that: (i) will rank the obligations in respect of such Replacement Loans shall be (1) Obligations under this Agreement and the other Loan Documents (and thus guaranteed on a pari passu or junior in right of payment basis with all the other Obligations under this Agreement and of security the other Loan Documents) and (2) secured by the Collateral but no other property (and secured on a pari passu basis with the other Loans and Commitments hereunder and Liens on the Collateral); (ii) will such Replacement Loans may have such pricingpricing (including interest, premiums fees and optional prepayment or redemption premiums) and other economic terms as may be agreed by the Borrower and the Lenders thereof. Any Other Refinancing ; (iii) such Replacement Loans, subject to clause (ii) above, will have terms and conditions that are either substantially identical to, or, taken as a whole, less favorable to the Lenders providing such Replacement Loans than the Refinanced Term Loans provided that the terms and conditions applicable to such Replacement Loans may provide for any additional or Other Refinancing Commitmentsdifferent financial or other covenants or other provisions that are agreed between Borrower and the Lenders thereof and applicable only during periods after the Latest Maturity Date that is in effect immediately prior to the incurrence of such Replacement Loans; and (iv) the proceeds of such Replacement Loans shall be applied, as applicablesubstantially concurrently with the incurrence thereof, may participate on a pro rata basis or on a less than pro rata basis to the prepayment of the Refinanced Term Loans. (but not on a greater than pro rata basisb) in any voluntary or mandatory prepayments hereunder, as specified in the applicable Refinancing Amendment. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction or waiver on the date thereof of each of the conditions set forth in Section 3.2 andsubject, to the extent reasonably requested by the Administrative AgentLead Lenders, receipt by the Administrative Agent of (a) legal opinions, board resolutions, resolutions and officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Section 3.1 and 4.01. (bc) customary legal opinions reasonably acceptable to the Administrative Agent. Each issuance of Credit Agreement Refinancing Indebtedness incurred under this Section 2.28 shall be in an aggregate principal amount that is not less than $25,000,000. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon Upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary or advisable to reflect the existence and terms of the Credit Agreement Refinancing Indebtedness Replacement Loans incurred pursuant thereto (including any amendments necessary to treat the Replacement Loans and Commitments subject thereto as Other Refinancing “Loans” and “Term Loans” or “Revolving Loans”, as applicable, and the Lenders providing such Replacement Loans and/or Other Refinancing Commitmentsas “Lenders”). . (d) Any Refinancing Amendment may, without the consent of any other LendersLenders who are not providing Replacement Loans, 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 Lead Lenders and the Borrower, to effect the provisions of this Section 2.28‎Section 2.25. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. (e) This Section 2.28 ‎Section 2.25 shall supersede any provisions in Sections 2.21 Section 2.14 or 10.2 ‎Section 10.08 to the contrary. (f) For the avoidance of doubt, in connection with the repayment of any Refinanced Term Loans, the Lenders holding such Refinanced Term Loans shall be entitled to payment of any premium payable pursuant to Section 2.10(c) as if such Refinanced Term Loans had been prepaid pursuant to Section 2.10(c), other than to the extent such Lenders accept Replacement Loans in exchange for their Refinanced Term Loans.

Refinancing Amendment. At any time after the Closing Date, the Borrower may obtain, from any Lender or any Refinancing Lender, Credit Agreement Refinancing Indebtedness (i) Commitments in respect of Refinancing Term Loans and Refinancing Revolving Credit Commitments shall become Commitments for all or any portion of the Loans or Revolving Commitments then outstanding under this Agreement (which for purposes of this Section 2.28 will be deemed to include any then outstanding Other Refinancing Term Loans, Other Refinancing Revolving Commitments, Incremental Term Loans, Incremental Revolving Commitments, Extended Term Loans or Extended Revolving Commitments), in the form of Other Refinancing Loans or Other Refinancing Commitments in each case pursuant to a Refinancing Amendment; provided that such Credit Agreement Refinancing Indebtedness (i) will rank pari passu or junior in right of payment and of security with the other Loans and Commitments hereunder and (ii) will have such pricingRefinancing Term Loans and loans under any Refinancing Revolving Credit Commitment shall become Loans for all purposes of this Agreement, premiums and optional prepayment or redemption terms in each case, pursuant to an amendment (a “Refinancing Amendment”) to this Agreement and, as may be agreed appropriate, the other Loan Documents, executed by the Borrower Borrower, each Lender providing such Loans and/or Commitments and the Lenders thereof. Any Other Refinancing Loans or Other Refinancing Commitments, as applicable, may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments hereunder, as specified in the applicable Refinancing Amendment. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction or waiver on the date thereof of each of the conditions set forth in Section 3.2 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (a) board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Section 3.1 and (b) customary legal opinions reasonably acceptable to the Administrative Agent. Each issuance of Credit Agreement Refinancing Indebtedness incurred under this Section 2.28 shall be in an aggregate principal amount that is not less than $25,000,000. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary or advisable to reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Refinancing Loans and/or Other Refinancing Commitments). Any Refinancing Amendment may, without the consent of any other LendersLoan Party, Agent or Lender, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.282.18. This The Borrower will use the proceeds of the Refinancing Term Loans and Refinancing Revolving Credit Commitments to extend, renew, replace, repurchase, retire or refinance, substantially concurrently, the applicable Refinanced Debt. The Lenders hereby irrevocably authorize the Administrative Agent to enter into any Refinancing Amendment and any amendment to any of the other Loan Documents with the Loan Parties as may be necessary in order to establish new tranches or sub-tranches in respect of any loans under any Refinancing Revolving Credit Commitments, any Refinancing Term Loans, and any Refinancing Revolving Credit Loans pursuant to this Section 2.28 shall supersede 2.18 and such 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 new tranches or sub-tranches (which may include amending and restating the Loan Documents), in each case, on terms consistent with this Section 2.18, including any provisions in Sections 2.21 or 10.2 changes necessary to ensure any such loans are fungible with the contraryapplicable Refinanced Debt.

Refinancing Amendment. At any time after the Closing Date, the Borrower Borrowers may obtain, from any Lender or any Refinancing Lender, Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Loans or Revolving Commitments of such Borrowers then outstanding under this Agreement (which for purposes of this Section 2.28 2.25 will be deemed to include any then outstanding Other Refinancing Term Loans, Other Refinancing Revolving Commitments, Incremental Term Loans, Incremental Revolving Commitments, Extended Term Loans or Extended Revolving Commitments), in the form of Other Refinancing Loans or Other Refinancing Commitments in each case pursuant to a Refinancing Amendment; provided that such Credit Agreement Refinancing Indebtedness (i) will rank pari passu or junior in right of payment and of security with the other Loans and Commitments hereunder and hereunder; provided that, if such Credit Agreement Refinancing Indebtedness ranks junior in right of security with any other Loans or Commitments hereunder, such Credit Agreement Refinancing Indebtedness will be subject to the terms of a Second Lien Intercreditor Agreement, (ii) will have such pricing, premiums and optional prepayment or redemption terms as may be agreed by the Borrower and the Lenders thereof; (iii) will have a maturity date no earlier than, and will have a Weighted Average Life to Maturity equal to or greater than, the Loans or Commitments being refinanced and (iv) will have terms and conditions that are substantially identical to, or (taken as a whole) are no more favorable to the lenders or holders providing such Credit Agreement Refinancing Indebtedness than those applicable to the Loans or Commitments being refinanced; provided, further, that the terms and conditions applicable to such Credit Agreement Refinancing Indebtedness may provide for any additional or different financial or other covenants or other provisions that are agreed between the applicable Borrower and the Lenders thereof and applicable only during periods after the Latest Maturity Date that is in effect on the date such Credit Agreement Refinancing Indebtedness is issued, incurred or obtained. Any Other Refinancing Loans or Other Refinancing Commitments, as applicable, may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments hereunder, as specified in the applicable Refinancing Amendment. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction or waiver on the date thereof of each of the conditions set forth in Section 3.2 4.02 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (a) legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements generally consistent with those delivered on the Closing Date under Section 3.1 pursuant to Sections 4.01(b) and (bf) customary (other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably acceptable satisfactory to the Administrative Agent). Each issuance of Credit Agreement Refinancing Indebtedness incurred under this Section 2.28 2.25 shall be in an aggregate principal amount that is not less than $25,000,000100,000,000. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary or advisable to reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Refinancing Loans and/or Other Refinancing Commitments). 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 BorrowerBorrowers, to effect the provisions of this Section 2.282.25. This Section 2.28 2.25 shall supersede any provisions in Sections 2.21 Section 2.18 or 10.2 9.02 to the contrary.

Refinancing Amendment. At any time after the Closing Date, the (a) Any Borrower may obtainfrom time to time, pursuant to the provisions of this Section 2.26, obtain from any Lender or any Refinancing Lender, Credit Agreement Refinancing Indebtedness in respect of all or any a portion of the Loans or Revolving and Commitments of any Class then outstanding under this Agreement (which for purposes of this Section 2.28 will be deemed to include any then outstanding Other Refinancing Term Loans, Other Refinancing Revolving Commitments, Incremental Term Loans, Incremental Revolving Commitments, Extended Term Loans or Extended Revolving Commitments), in the form of Other Refinancing Loans or Other Refinancing Commitments Commitments, in each case case, pursuant to a Refinancing Amendment; provided provided, that such Credit Agreement Refinancing Indebtedness (i) will rank pari passu or junior in right of payment and of security with the other Loans and Commitments hereunder and hereunder; (ii) will have such pricing, premiums and optional prepayment or redemption terms as may be agreed by the applicable Borrower and the Lenders thereof. Any Other Refinancing Loans or Other Refinancing Commitments, as applicable, ; and (iii) may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments hereunder, as specified in the applicable Refinancing Amendment. . (b) The effectiveness of any Refinancing Amendment shall be subject to the satisfaction or waiver on the date thereof of each of the conditions set forth in Section 3.2 3.02 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (a) legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Section 3.1 3.01 and (bSection 5.13, including, without limitation, that the applicable Borrower shall deliver or cause to be delivered the items set forth in Section 5.13(d) customary legal opinions within the timeframes set forth therein and which shall be reasonably acceptable to the Administrative AgentCollateral Agent and each Lender. Each issuance of Any Credit Agreement Refinancing Indebtedness incurred under this Section 2.28 2.26 shall be in an aggregate principal amount that is not less than $25,000,000. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary or advisable to reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Refinancing Loans and/or Other Refinancing Commitments). 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 BorrowerBorrower Representative, to effect the provisions of this Section 2.282.26. This Section 2.28 2.26 shall supersede any provisions in Sections 2.21 Section 2.17 or 10.2 10.05 to the contrary.

Refinancing Amendment. At any time after the Closing Date, the Borrower or any Additional Borrower may obtain, from any Lender or any Refinancing Lender, Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Loans or Revolving Commitments of the Borrower or any Applicable Borrower then outstanding under this Agreement (which for purposes of this Section 2.28 will be deemed to include any then outstanding Other Refinancing Term Loans, Other Refinancing Revolving Commitments, Incremental Term Loans, Incremental Revolving Commitments, Extended Term Loans or Extended Revolving Commitments)Agreement, in the form of Other Refinancing Loans or Other Refinancing Commitments in each case pursuant to a Refinancing Amendment; provided that such Credit Agreement Refinancing Indebtedness (i) will rank pari passu or or, other than in the case of Other Refinancing Revolving Commitments and Other Refinancing Revolving Loans, junior in right of payment and of security with the other Loans and Commitments hereunder and hereunder; provided that, if such Credit Agreement Refinancing Indebtedness ranks junior in right of security with any other Loans or Commitments hereunder, such Credit Agreement Refinancing Indebtedness will be subject to the terms of a Second Lien Intercreditor Agreement, (ii) will have such maturity dates, pricing, interest rate margins, rate floors, discounts, premiums and optional prepayment or redemption terms as may be agreed by the Applicable Borrower and the Lenders thereof; and (iii) will otherwise comply with the proviso to the definition of Credit Agreement Refinancing Indebtedness; provided further that any Person that provides any Credit Agreement Refinancing Indebtedness in the form of Other Refinancing Loans or Other Refinancing Commitments to an Additional Borrower that is organized in the Republic of Ireland shall comply with the requirements of Section 2.14, including the provision of an Irish Qualifying Lender Confirmation substantially in the form of Exhibit H (pursuant to which such Person shall acknowledge that if it is not an Irish Qualifying Lender it will not be grossed up for any Irish withholding Tax applicable under relevant law as of the date such Person provides such Credit Agreement Refinancing Indebtedness). Any Other Refinancing Loans or Other Refinancing Commitments, as applicable, may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments hereunder, as specified in the applicable Refinancing Amendment. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction or waiver on the date thereof of each of the conditions set forth in Section 3.2 4.02 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (a) legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements generally consistent with those delivered on the Closing Date under Section 3.1 pursuant to Sections 4.01(b), (e) and (bg) customary (other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably acceptable satisfactory to the Administrative Agent). Each issuance Tranche of Credit Agreement Refinancing Indebtedness incurred under pursuant to this Section 2.28 2.21 shall be in an aggregate principal amount that is not less than $25,000,0005,000,000 (unless such Credit Agreement Refinancing Indebtedness is incurred to refinance all outstanding Loans with respect to a Tranche). The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended and restated or amended to the extent (but only to the extent) necessary or advisable to reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Refinancing Term Loans and/or Other Refinancing Term Commitments). 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 Agent, the Borrower and the any Applicable Borrower, to effect the provisions of this Section 2.282.21 (including without limitation, the addition of customary Defaulting Lender provisions with respect to any Lenders providing Other Refinancing Revolving Loans and Other Refinancing Revolving Commitments). This Section 2.28 2.21 shall supersede any provisions in Sections 2.21 Section 2.15 or 10.2 9.02 to the contrary.

Refinancing Amendment. At any time after the Closing Effective Date, the Borrower may obtain, from any Lender or any Refinancing Lender, Credit Agreement Refinancing Indebtedness in respect of all or any portion of the any Class of Loans or Revolving Commitments of such Borrower then outstanding under this Agreement (which for purposes of this Section 2.28 2.25 will be deemed to include any then outstanding Other Refinancing Term Loans, Other Refinancing Revolving Commitments, Incremental Term Loans, Incremental Revolving Commitments, Extended Term Loans or Extended Revolving Commitments), in the form of Other Refinancing Loans or Other Refinancing Commitments in each case pursuant to a Refinancing Amendment; provided that such Credit Agreement Refinancing Indebtedness (i) will rank pari passu or junior in right of payment and of security with the other Loans and Commitments hereunder and hereunder; provided that, if such Credit Agreement Refinancing Indebtedness ranks junior in right of security with any other Loans or Commitments hereunder, such Credit Agreement Refinancing Indebtedness will be subject to the terms of an Approved Intercreditor Agreement, (ii) will have such pricing, premiums and optional prepayment or redemption terms as may be agreed by the applicable Borrower and the Lenders thereof; (iii) will have a maturity date no earlier than, and will have a Weighted Average Life to Maturity equal to or greater than, the Loans or Commitments being refinanced (other than such Credit Agreement Refinancing Indebtedness incurred under the Inside Maturity Basket) and (iv) will have terms and conditions that are substantially identical to, or (taken as a whole) are no more favorable to the lenders or holders providing such Credit Agreement Refinancing Indebtedness than those applicable to the Loans or Commitments being refinanced; provided, further, that the terms and conditions applicable to such Credit Agreement Refinancing Indebtedness may provide for any additional or different financial or other covenants or other provisions that are agreed between the applicable Borrower and the Lenders thereof and applicable only during periods after the Latest Maturity Date that is in effect on the date such Credit Agreement Refinancing Indebtedness is issued, incurred or obtained. Any Other Refinancing Loans or Other Refinancing Commitments, as applicable, may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments hereunder, as specified in the applicable Refinancing Amendment. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction or waiver on the date thereof of each of the conditions set forth in Section 3.2 4.02 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (a) legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements generally consistent with those delivered on the Closing Effective Date under Section 3.1 pursuant to Sections 4.01(b) and (bf) customary (other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably acceptable satisfactory to the Administrative Agent). Each issuance of Credit Agreement Refinancing Indebtedness incurred under this Section 2.28 2.25 shall be in an aggregate principal amount that is not less than $25,000,000100,000,000. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary or advisable to reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Refinancing Loans and/or Other Refinancing Commitments). 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 2.282.25. This Section 2.28 2.25 shall supersede any provisions in Sections 2.21 Section 2.18 or 10.2 9.02 to the contrary.

Refinancing Amendment. At any time (1) On one or more occasions after the Closing Date, the Borrower Borrowers may obtain, from any Lender or any Additional Lender (provided that no Affiliated Lender may provide Refinancing LenderRevolving Credit Commitments), Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Term Loans and the Revolving Loans (or unused Revolving Commitments Credit Commitments) then outstanding under this Agreement (which for purposes of this Section 2.28 will be deemed to include any then outstanding Other Refinancing Term Loans, Other Refinancing Revolving Commitments, Incremental Term Loans, Incremental Revolving Commitments, Extended Term Loans or Extended Revolving Commitments)Agreement, in the form of Other Refinancing Term Loans, Refinancing Term Commitments, Refinancing Revolving Credit Commitments or Refinancing Revolving Loans or Other Refinancing Commitments in each case incurred under this Agreement pursuant to a Refinancing Amendment; provided that such notwithstanding anything to the contrary in this Section 2.25 or otherwise, (1) the borrowing and repayment (except for (A) payments of interest and fees at different rates on Refinancing Revolving Credit Agreement Commitments (and related outstandings), (B) repayments required upon the Maturity Date of the Refinancing Indebtedness (i) will rank pari passu or junior in right of payment and of security with the other Loans and Revolving Credit Commitments hereunder and (iiC) will have such pricing, premiums repayment made in connection with a permanent repayment and optional prepayment or redemption terms as may termination of commitments (subject to clause (3) below)) of Loans with respect to Refinancing Revolving Credit Commitments after the date of obtaining any Refinancing Revolving Credit Commitments shall be agreed by the Borrower and the Lenders thereof. Any Other Refinancing Loans or Other Refinancing Commitments, as applicable, may participate made on a pro rata basis or with all other Revolving Credit Commitments, (2) Refinancing Revolving Credit Commitment, shall be included as additional Participating Revolving Credit Commitments under the Refinancing Amendment, subject to the consent of the Swing Line Lender and each Issuing Bank, and on the Refinancing Facility Closing Date all Swing Line Loans and Letters of Credit shall be participated on a less than pro rata basis by all Participating Revolving Credit Lenders in accordance with their percentage of the Participating Revolving Credit Commitments existing after giving effect to such Refinancing Amendment, (but not 3) the permanent repayment of Revolving Loans with respect to, and termination of, Refinancing Revolving Credit Commitments after the date of obtaining any Refinancing Revolving Credit Commitments shall be made on a greater than pro rata basis) in any voluntary or mandatory prepayments hereunderbasis with all other Revolving Credit Commitments, as specified in except that the applicable Refinancing Amendment. The effectiveness Borrowers shall be permitted to permanently repay and terminate commitments of any such Class on a better than a pro rata basis as compared to any other Class with a later maturity date than such Class and (4) assignments and participations of Refinancing Amendment Revolving Credit Commitments and Refinancing Revolving Loans shall be governed by the same assignment and participation provisions applicable to Revolving Credit Commitments and Revolving Loans. No Lender shall be obligated to provide any Credit Agreement Refinancing Indebtedness. Any Affiliated Lender providing Refinancing Term Commitments and Refinancing Term Loans shall be subject to the satisfaction or waiver on the date thereof of each of the conditions same restrictions set forth in Section 3.2 and, 10.06(i) as they would otherwise be subject to the extent reasonably requested with respect to any purchased by the Administrative Agent, receipt by the Administrative Agent or assignment to such Affiliated Lender of (a) board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Section 3.1 and (b) customary legal opinions reasonably acceptable to the Administrative Agent. Each issuance of Credit Agreement Refinancing Indebtedness incurred under this Section 2.28 shall be in an aggregate principal amount that is not less than $25,000,000. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary or advisable to reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Refinancing Loans and/or Other Refinancing Commitments). 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 2.28. This Section 2.28 shall supersede any provisions in Sections 2.21 or 10.2 to the contraryInitial Term Loans.

Refinancing Amendment. At any time (a) On one or more occasions after the Closing Date, the Borrower Borrowers may obtain, from any Lender or any Additional Lender (provided that no Affiliated Lender may provide Refinancing LenderRevolving Credit Commitments), Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Term Loans and the Revolving Loans (or unused Revolving Commitments Credit Commitments) then outstanding under this Agreement (which for purposes of this Section 2.28 will be deemed to include any then outstanding Other Refinancing Term Loans, Other Refinancing Revolving Commitments, Incremental Term Loans, Incremental Revolving Commitments, Extended Term Loans or Extended Revolving Commitments)Agreement, in the form of Other Refinancing Term Loans, Refinancing Term Commitments, Refinancing Revolving Credit Commitments or Refinancing Revolving Loans or Other Refinancing Commitments in each case incurred under this Agreement pursuant to a Refinancing Amendment; provided that such notwithstanding anything to the contrary in this Section 2.25 or otherwise, (1) the borrowing and repayment (except for (A) payments of interest and fees at different rates on Refinancing Revolving Credit Agreement Commitments (and related outstandings), (B) repayments required upon the Maturity Date of the Refinancing Indebtedness (i) will rank pari passu or junior in right of payment and of security with the other Loans and Revolving Credit Commitments hereunder and (iiC) will have such pricing, premiums repayment made in connection with a permanent repayment and optional prepayment or redemption terms as may termination of commitments (subject to clause (3) below)) of Loans with respect to Refinancing Revolving Credit Commitments after the date of obtaining any Refinancing Revolving Credit Commitments shall be agreed by the Borrower and the Lenders thereof. Any Other Refinancing Loans or Other Refinancing Commitments, as applicable, may participate made on a pro rata basis or with all other Revolving Credit Commitments, (2) Refinancing Revolving Credit Commitment, shall be included as additional Participating Revolving Credit Commitments under the Refinancing Amendment, subject to the consent of the Swing Line Lender and each Issuing Bank, and on the Refinancing Facility Closing Date all Swing Line Loans and Letters of Credit shall be participated on a less than pro rata basis by all Participating Revolving Credit Lenders in accordance with their percentage of the Participating Revolving Credit Commitments existing after giving effect to such Refinancing Amendment, (but not 3) the permanent repayment of Revolving Loans with respect to, and termination of, Refinancing Revolving Credit Commitments after the date of obtaining any Refinancing Revolving Credit Commitments shall be made on a greater than pro rata basis) in any voluntary or mandatory prepayments hereunderbasis with all other Revolving Credit Commitments, as specified in except that the applicable Refinancing Amendment. The effectiveness Borrowers shall be permitted to permanently repay and terminate commitments of any such Class on a NAI-1537241654v2 better than a pro rata basis as compared to any other Class with a later maturity date than such Class and (4) assignments and participations of Refinancing Amendment Revolving Credit Commitments and Refinancing Revolving Loans shall be governed by the same assignment and participation provisions applicable to Revolving Credit Commitments and Revolving Loans. No Lender shall be obligated to provide any Credit Agreement Refinancing Indebtedness. Any Affiliated Lender providing Refinancing Term Commitments and Refinancing Term Loans shall be subject to the satisfaction or waiver on the date thereof of each of the conditions same restrictions set forth in Section 3.2 and, 10.06(i) as they would otherwise be subject to the extent reasonably requested with respect to any purchased by the Administrative Agent, receipt by the Administrative Agent or assignment to such Affiliated Lender of (a) board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Section 3.1 and Initial Term Loans. (b) customary legal opinions reasonably acceptable to the Administrative Agent. Each issuance of Credit Agreement Refinancing Indebtedness incurred under this Section 2.28 2.25(a) shall be in an aggregate principal amount that is (x) not less than $25,000,000. The Administrative Agent shall promptly notify each Lender as to the effectiveness 1,000,000 and (y) an integral multiple of each Refinancing Amendment. $500,000 in excess thereof. (c) Each of the parties hereto hereby agrees that, upon that this Agreement and the effectiveness of any other Credit Documents may be amended pursuant to a Refinancing Amendment, this Agreement shall be deemed amended without the consent of any other Lenders, to the extent (but only to the extent) necessary or advisable to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto and (including any amendments necessary ii) make such other changes to treat this Agreement and the Loans other Credit Documents consistent with the provisions and Commitments subject thereto as Other Refinancing Loans and/or Other Refinancing Commitments). Any Refinancing Amendment may, intent of the third paragraph of Section 10.01 (without the consent of any other Lenders, the Required Lenders called for therein) and (iii) effect such other amendments to this Agreement and the other Loan Credit 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 2.28. 2.25, and the Required Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment. (d) This Section 2.28 2.25 shall supersede any provisions in Sections 2.21 Section 2.16 or 10.2 10.05 to the contrary.

Refinancing Amendment. At any time after the Closing Date, the Borrower may obtain, from any Lender or any Refinancing Lender, Credit Agreement Refinancing Indebtedness (i) Commitments in respect of Refinancing Term Loans shall become Commitments for all or any portion of the Loans or Revolving Commitments then outstanding under this Agreement (which for purposes of this Section 2.28 will be deemed to include any then outstanding Other Refinancing Term Loans, Other Refinancing Revolving Commitments, Incremental Term Loans, Incremental Revolving Commitments, Extended Term Loans or Extended Revolving Commitments), in the form of Other Refinancing Loans or Other Refinancing Commitments in each case pursuant to a Refinancing Amendment; provided that such Credit Agreement Refinancing Indebtedness (i) will rank pari passu or junior in right of payment and of security with the other Loans and Commitments hereunder and (ii) will have such pricingRefinancing Term Loans shall become Loans for all purposes of this Agreement, premiums and optional prepayment or redemption terms in each case, pursuant to an amendment (a “Refinancing Amendment”) to this Agreement and, as may be agreed appropriate, the other Loan Documents, executed by the Borrower Borrower, each Lender providing such Loans and/or Commitments and the Lenders thereof. Any Other Refinancing Loans or Other Refinancing Commitments, as applicable, may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments hereunder, as specified in the applicable Refinancing Amendment. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction or waiver on the date thereof of each of the conditions set forth in Section 3.2 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (a) board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Section 3.1 and (b) customary legal opinions reasonably acceptable to the Administrative Agent. Each issuance of Credit Agreement Refinancing Indebtedness incurred under this Section 2.28 shall be in an aggregate principal amount that is not less than $25,000,000. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary or advisable to reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Refinancing Loans and/or Other Refinancing Commitments). Any Refinancing Amendment may, without the consent of any other LendersLoan Party, Agent or Lender, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.282.18. This The Borrower will use the proceeds of the Refinancing Term Loans to extend, renew, replace, repurchase, retire or refinance, substantially concurrently, the applicable Refinanced Debt. The Lenders hereby irrevocably authorize the Administrative Agent to enter into any Refinancing Amendment and any amendment to any of the other Loan Documents with the Loan Parties as may be necessary in order to establish new tranches or sub-tranches in respect of any Refinancing Term Loans pursuant to this Section 2.28 shall supersede 2.18 and such 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 new tranches or sub-tranches (which may include amending and restating the Loan Documents), in each case, on terms consistent with this Section 2.18, including any provisions in Sections 2.21 or 10.2 changes necessary to ensure any such loans are fungible with the contraryapplicable Refinanced Debt.

Refinancing Amendment. At any time after the Closing Amendment Effective Date, the Borrower may obtain, from any Lender or any Refinancing Additional Lender, Credit Agreement Refinancing Indebtedness in the form of (i) Other Term Loans or Other Term Commitments in respect of all or any portion of the any Class of Term Loans or Revolving Commitments then outstanding under this Agreement (which for purposes of this Section 2.28 clause (i) will be deemed to include any then outstanding Other Refinancing Term Loans, Other Refinancing Revolving Commitments, Incremental Term Loans, Incremental Revolving Commitments, Extended Term Loans or Extended Revolving Commitments), (ii) Other Revolving Credit Commitments in respect of all or any portion of any Class of Revolving Loans (and the form unused Revolving Credit Commitments with respect to such Class of Revolving Loans) then outstanding under this Agreement (which for purposes of this clause (ii) will be deemed to include any then outstanding Other Refinancing Loans Revolving Credit Commitments or Other Refinancing Commitments Revolving Loans), in each case pursuant to a Refinancing Amendment; Amendment or (iii) Permitted First Priority Refinancing Debt, Permitted Second Priority Refinancing Debt or Permitted Unsecured Refinancing Debt; provided that such Credit Agreement Refinancing Indebtedness (iA) will rank pari passu if secured, (x) shall contain security agreements relating to such Credit Agreement Refinancing Indebtedness that are substantially the same as the Collateral Documents (with such differences as are reasonably satisfactory to the Administrative Agent) and an agent or junior in right representative acting on behalf of payment and the holders of security with such Indebtedness shall have become party to the other Loans and Commitments hereunder Intercreditor Agreement (Notes) and (iiy) such Credit Agreement Refinancing Indebtedness shall not be secured by any property or assets of the Borrower or any Subsidiary other than the Collateral, (B) will have such pricing, premiums fees (including upfront fees and OID) and optional prepayment or redemption terms as may be agreed by the Borrower and the Lenders thereof. Any , (C) (x) with respect to any Other Refinancing Revolving Loans or Other Refinancing Revolving Credit Commitments, will have a maturity date that is not prior to the maturity date with respect to the Class of Revolving Credit Commitments being refinanced and (y) with respect to any Other Term Loans or Other Term Commitments, will have a maturity date that is not prior to the maturity date of the Class of Term Loans being refinanced, and will have a Weighted Average Life to Maturity that is not shorter than the remaining Weighted Average Life to Maturity of the Class of Term Loans being refinanced and (D) except as applicableotherwise permitted herein, may participate on will have terms and conditions taken as a pro rata basis whole that are substantially identical to, or on a less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments hereunderno more favorable to the lenders providing such Credit Agreement Refinancing Indebtedness than, as specified in the applicable Refinancing AmendmentRefinanced Debt unless reasonably satisfactory to the Administrative Agent. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction or waiver on the date thereof of each of the conditions set forth in Section 3.2 the Refinancing Amendment and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (a) legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date August 23, 2013 under Section 3.1 and 4.01 (b) customary other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably acceptable satisfactory to the Administrative Agent). Each issuance Class of Credit Agreement Refinancing Indebtedness incurred under this Section 2.28 2.17 shall be in an aggregate principal amount that is (x) not less than $25,000,00010,000,000 in the case of Other Term Loans or $25,000,000 in the case of Other Revolving Credit Commitments or Other Revolving Loans and (y) an integral multiple of $1,000,000 in excess thereof. Any Refinancing Amendment may provide for the issuance of Letters of Credit for the account of the Borrower, or the provision to the Borrower of Swing Line Loans, pursuant to any Other Revolving Credit Commitments established thereby, in each case on terms substantially equivalent to the terms applicable to Letters of Credit and Swing Line Loans under the Revolving Credit Commitments. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary or advisable to reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Refinancing Loans Term Loans, Other Revolving Loans, Other Revolving Credit Commitments and/or Other Refinancing Term Commitments). 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 2.282.17. This Section 2.28 In addition, if so provided in the relevant Refinancing Amendment and with the consent of each L/C Issuer or each Swing Line Lender, as applicable, participations in Letters of Credit or Swing Line Loans, as applicable, expiring on or after the maturity date for the Revolving Facility shall supersede any provisions be reallocated from Lenders holding Revolving Credit Commitments to Lenders holding extended revolving commitments in Sections 2.21 or 10.2 accordance with the terms of such Refinancing Amendment; provided, however, that such participation interests shall, upon receipt thereof by the relevant Lenders holding Revolving Credit Commitments, be deemed to be participation interests in respect of such Revolving Credit Commitments and the contraryterms of such participation interests (including the commission applicable thereto) shall be adjusted accordingly.

Refinancing Amendment. At any time after the Closing Date, the Borrower may obtain, from any Lender or any Refinancing Lender, Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Loans or Revolving Commitments then outstanding under this Agreement (which for purposes of this Section 2.28 will be deemed to include any then outstanding Other Refinancing Term Loans, Other Refinancing Revolving Commitments, Incremental Term Loans, Incremental Revolving Commitments, Extended Term Loans or Extended Revolving Commitments), in the form of Other Refinancing Loans or Other Refinancing Commitments in each case pursuant to a Refinancing Amendment; provided that such Credit Agreement Refinancing Indebtedness (i) will rank pari passu or junior in right of payment and of security with the other Loans and Commitments hereunder and (ii) will have such pricing, premiums and optional prepayment or redemption terms as may be agreed by the Borrower and the Lenders thereof. Any Other Refinancing Loans or Other Refinancing Commitments, as applicable, may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments hereunder, as specified in the applicable Refinancing Amendment. The effectiveness of any Refinancing Amendment shall be subject Subject to the satisfaction or waiver on the date thereof of each of the conditions set forth in Section 3.2 and6: i. On the Effective Date, (x) each Lender under the Existing Credit Agreement holding Term A Loans or Revolving Credit Commitments (each such Lender, an “Existing TLA/RCF Lender”) that is not a Refinancing Lender shall cease to be a Lender party to the extent reasonably requested by Existing Credit Agreement and (y) all accrued and unpaid interest, fees and other amounts payable, in each case, with respect to the Administrative Agent, receipt by Existing Facilities under the Administrative Agent Existing Credit Agreement shall be due and payable on such date for the account of each Existing TLA/RCF Lender; provided that the provisions of Sections 10.04 and 10.05 of the Fifth Amended and Restated Credit Agreement shall continue to inure to the benefit of each Existing TLA/RCF Lender after the Effective Date. ii. Each Refinancing Term A Dollar Lender that holds Existing Term A Dollar Loans hereby severally agrees that an aggregate amount of its Existing Term Dollar Loans equal to the lesser of (ax) board resolutionsits Existing Term A Dollar Loans and (y) its Refinancing Term A Dollar Commitments shall be converted into Refinancing Term A Dollar Loans denominated in Dollars (each, officers’ certificates and/or reaffirmation agreements consistent a “Converted Term A Dollar Loan”). iii. Each Refinancing Term A Euro Lender that holds Existing Term A Euro Loans hereby severally agrees that an aggregate amount of its Existing Term A Euro Loans equal to the lesser of (x) its Existing Term A Euro Loans and (y) its Refinancing Term A Euro Commitments shall be converted into Refinancing Term A Euro Loans denominated in Euros (each, a “Converted Term A Euro Loan”, and collectively with those delivered each Converted Term A Dollar Loan, each a “Converted Term A Loan”). iv. Each Refinancing Term A Dollar Lender severally agrees to make to the U.S. Borrower on the Closing Effective Date under Section 3.1 and one or more Refinancing Term A Dollar Loans (beach a “New Term A Dollar Loan”) customary legal opinions reasonably acceptable denominated in Dollars in an aggregate amount equal to the Administrative Agentsum of (x) such Refinancing Term A Dollar Lender’s Refinancing Term A Dollar Commitments minus (y) the portion (if any) of such Refinancing Term A Dollar Lender’s Refinancing Term A Dollar Commitments extended in the form of Converted Term A Dollar Loans held by such Refinancing Term A Dollar Lender pursuant to clause (ii) above, which New Term A Dollar Loans shall in the aggregate, together with the Converted Term A Dollar Loans, be deemed to be incurred pursuant to a single Term Borrowing of Refinancing Term A Dollar Loans on the Effective Date. v. Each Refinancing Term A Euro Lender severally agrees to make to the U.S. Borrower on the Effective Date one or more Refinancing Term A Euro Loans (each a “New Term A Euro Loan”, and together with the New Term A Dollar Loans, the “New Term A Loans”) denominated in Euros in an aggregate amount equal to the sum of (x) such Refinancing Term A Euro Lender’s Refinancing Term A Euro Commitments minus (y) the portion (if any) of such Refinancing Term A Euro Lender’s Refinancing Term A Euro Commitments extended in the form of Converted Term A Euro Loans held by such Refinancing Term A Euro Lender pursuant to clause (iii) above, which New Term A Euro Loans shall in the aggregate, together with the Converted Term A Euro Loans, be deemed to be incurred pursuant to a single Term Borrowing of Refinancing Term A Euro Loans on the Effective Date. vi. Each issuance of Refinancing U.S. Revolving Credit Agreement Lender severally agrees to make U.S. Refinancing Indebtedness incurred under this Section 2.28 shall be Revolving Loans to the Parent Borrower and the U.S. Borrower from time to time, on any Business Day during the period from and including the Effective Date until the Maturity Date, in an aggregate principal amount that is not less than $25,000,000to exceed at any time outstanding the amount of such Refinancing U.S. Revolving Credit Lender’s U.S. Refinancing Revolving Credit Commitments. vii. The Administrative Agent shall promptly notify each Each Refinancing Japanese Revolving Credit Lender as severally agrees to make Japanese Refinancing Revolving Loans to the effectiveness Parent Borrower, the U.S. Borrower and the Japanese Subsidiary Borrower from time to time, on any Business Day during the period from and including the Effective Date until the Maturity Date, in an aggregate principal amount not to exceed at any time outstanding the amount of such Refinancing Japanese Revolving Credit Lender’s Japanese Refinancing Revolving Credit Commitments. viii. Each Refinancing Swiss/Multicurrency Revolving Credit Lender severally agrees to make Swiss/Multicurrency Refinancing Revolving Loans to the Parent Borrower, the U.S. Borrower and the Swiss/Multicurrency Borrower from time to time, on any Business Day during the period from and including the Effective Date until the Maturity Date, in an aggregate principal amount not to exceed at any time outstanding the amount of such Refinancing Swiss/Multicurrency Revolving Credit Lender’s Swiss/Multicurrency Refinancing Revolving Credit Commitments. ix. Each Refinancing Revolving Credit Lender that holds Existing Revolving Loans hereby severally agrees than an aggregate amount of its Existing Revolving Loans equal to the lesser of (x) its Existing Revolving Loans and (y) its Refinancing Revolving Credit Commitments shall be converted (the “Existing Revolving Loan Conversion”) into Refinancing Revolving Credit Loans (the “Converted Revolving Credit Loans”), and each such Converted Revolving Credit Loan shall be deemed to have been extended as a Refinancing AmendmentRevolving Credit Loan; provided that each of the Refinancing Revolving Credit Lenders that have Revolving Credit Exposures as of the Effective Date shall assign to each other Refinancing Revolving Credit Lender, and each other Refinancing Revolving Credit Lender shall purchase at par from such Refinancing Revolving Credit Lender, such interests in the Refinancing Revolving Credit Loans outstanding on the Effective Date as shall be necessary in order that, after giving effect to all such assignments and purchases, and taking into account all Credit Extensions and conversions in respect of the Revolving Credit Facility on the Effective Date, such Revolving Credit Exposures will be held ratably, by tranche, in accordance with their Refinancing Revolving Credit Commitments. All Converted Revolving Credit Loans and other Refinancing Revolving Credit Loans borrowed on the Effective Date shall constitute the same Revolving Credit Borrowing. x. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing that after giving effect to this Amendment, this each Letter of Credit (the “Existing Letters of Credit”) issued under the Existing Credit Agreement and the Existing Revolving Credit Commitments on or prior to the Effective Date shall be deemed amended to constitute a Letter of Credit issued under the Fifth Amended and Restated Credit Agreement and the Refinancing Revolving Credit Commitments and thereafter shall be governed by the terms of the Fifth Amended and Restated Credit Agreement. xi. The Borrowers shall prepay in full the Existing Term A Loans (other than the Converted Term A Loans) by: a. paying to the Administrative Agent with respect to the Existing Term A Loans (other than the Converted Term A Loans), immediately available funds in an aggregate amount equal to the excess of (1) the sum of the Existing Term A Loan Prepayment Amount (as defined below) for all of the Existing Term A Loans (except to the extent otherwise agreed by any Existing Term A Dollar Lender or Existing Term A Euro Lender) minus (but only to 2) the extentNew Term A Lender Funding Amount (as defined below) necessary or advisable to reflect (such excess, the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Refinancing Loans and/or Other Refinancing Commitments“Cash Prepayment Amount”). 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 ; b. directing the Administrative Agent and to apply the Borrower, to effect the provisions of this Section 2.28. This Section 2.28 shall supersede any provisions in Sections 2.21 or 10.2 funds made available to the contraryAdministrative Agent from the New Term A Loans made pursuant to clauses (iv) and (v) above (such amount, the “New Term A Lender Funding Amount”), along with the Cash Prepayment Amount to prepay in full the Existing Term A Loans.

Refinancing Amendment. At any time after the Closing Amendment Effective Date, the Borrower may obtain, from any Lender or any Refinancing Additional Lender, Credit Agreement Refinancing Indebtedness in the form of (i) Other Term Loans or Other Term Commitments in respect of all or any portion of the any Class of Term Loans or Revolving Commitments then outstanding under this Agreement (which for purposes of this Section 2.28 clause (i) will be deemed to include any then outstanding Other Refinancing Term Loans, Other Refinancing Revolving Commitments, Incremental Term Loans, Incremental Revolving Commitments, Extended Term Loans or Extended Revolving Commitments), (ii) Other Revolving Credit Commitments in respect of all or any portion of any Class of Revolving Loans (and the form unused Revolving Credit Commitments with respect to such Class of Revolving Loans) then outstanding under this Agreement (which for purposes of this clause (ii) will be deemed to include any then outstanding Other Refinancing Loans Revolving Credit Commitments or Other Refinancing Commitments Revolving Loans), in each case pursuant to a Refinancing AmendmentAmendment or (iii) Permitted First Priority Refinancing Debt, Permitted Second Priority Refinancing Debt or Permitted Unsecured Refinancing Debt; provided that such Credit Agreement Refinancing Indebtedness (iA) will rank pari passu if secured, (x) shall contain security agreements relating to such Credit Agreement Refinancing Indebtedness that are substantially the same as the Collateral Documents (with such differences as are reasonably satisfactory to the Administrative Agent) and an agent or junior in right representative acting on behalf of payment and the holders of security with such Indebtedness shall have become party to the other Loans and Commitments hereunder Intercreditor Agreement (Notes) and (iiy) such Credit Agreement Refinancing Indebtedness shall not be secured by any property or assets of the Borrower or any Subsidiary other than the Collateral, (B) will have such pricing, premiums fees (including upfront fees and OID) and optional prepayment or redemption terms as may be agreed by the Borrower and the Lenders thereof. Any , (C) (x) with respect to any Other Refinancing Revolving Loans or Other Refinancing Revolving Credit Commitments, will have a maturity date that is not prior to the maturity date with respect to the Class of Revolving Credit Commitments being refinanced and (y) with respect to any Other Term Loans or Other Term Commitments, will have a maturity date that is not prior to the maturity date of the Class of Term Loans being refinanced, and will have a Weighted Average Life to Maturity that is not shorter than the remaining Weighted Average Life to Maturity of the Class of Term Loans being refinanced and (D) except as applicableotherwise permitted herein, may participate on will have terms and conditions taken as a pro rata basis whole that are substantially identical to, or on a less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments hereunderno more favorable to the lenders providing such Credit Agreement Refinancing Indebtedness than, as specified in the applicable Refinancing AmendmentRefinanced Debt unless reasonably satisfactory to the Administrative Agent. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction or waiver on the date thereof of each of the conditions set forth in Section 3.2 the Refinancing Amendment and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (a) legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date August 23, 2013 under Section 3.1 and 4.01 (b) customary other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably acceptable satisfactory to the Administrative Agent). Each issuance Class of Credit Agreement Refinancing Indebtedness incurred under this Section 2.28 2.17 shall be in an aggregate principal amount that is (x) not less than $25,000,00010,000,000 in the case of Other Term Loans or $25,000,000 in the case of Other Revolving Credit Commitments or Other Revolving Loans and (y) an integral multiple of $1,000,000 in excess thereof. Any Refinancing Amendment may provide for the issuance of Letters of Credit for the account of the Borrower, or the provision to the Borrower of Swing Line Loans, pursuant to any Other Revolving Credit Commitments established thereby, in each case on terms substantially equivalent to the terms applicable to Letters of Credit and Swing Line Loans under the Revolving Credit Commitments. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary or advisable to reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Refinancing Loans Term Loans, Other Revolving Loans, Other Revolving Credit Commitments and/or Other Refinancing Term Commitments). 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 2.282.17. This Section 2.28 In addition, if so provided in the relevant Refinancing Amendment and with the consent of each L/C Issuer or each Swing Line Lender, as applicable, participations in Letters of Credit or Swing Line Loans, as applicable, expiring on or after the maturity date for the Revolving Facility shall supersede any provisions be reallocated from Lenders holding Revolving Credit Commitments to Lenders holding extended revolving commitments in Sections 2.21 or 10.2 accordance with the terms of such Refinancing Amendment; provided, however, that such participation interests shall, upon receipt thereof by the relevant Lenders holding Revolving Credit Commitments, be deemed to be participation interests in respect of such Revolving Credit Commitments and the contraryterms of such participation interests (including the commission applicable thereto) shall be adjusted accordingly.

Refinancing Amendment. At any time after Without limiting the Closing Dateprovisions of Section 7.02(o) and the other terms of this Agreement permitting Credit Agreement Refinancing Indebtedness to be incurred outside of this Agreement, the Borrower may may, with the consent of the Administrative Agent (not to be unreasonably withheld), obtain, from any Lender or any Refinancing Lenderother bank, financial institution or other institutional lender or investor that would be an Eligible Assignee, Credit Agreement Refinancing Indebtedness in respect the form of term loans or revolving loans, to refinance all or any portion of the Loans or Revolving Commitments then outstanding under this Agreement (which for purposes of this Section 2.28 will be deemed to include any then outstanding Other Refinancing Term Loanshereunder, Other Refinancing Revolving Commitments, Incremental Term Loans, Incremental Revolving Commitments, Extended Term Loans or Extended Revolving Commitments), in the form of Other Refinancing Loans or Other Refinancing Commitments in each case pursuant to a Refinancing Amendment; provided that (i) such Credit Agreement Refinancing Indebtedness (i) will rank pari passu or junior in right of payment and of security with the other Loans and Commitments hereunder and (ii) will have such pricing, fees (including upfront fees and OID), optional prepayment terms, redemption premiums and optional prepayment or redemption subordination terms as may be agreed by the Borrower and the Lenders lenders thereof. Any Other , (ii) such Credit Agreement Refinancing Indebtedness, will have a maturity date that is not prior to the maturity date of the class of Loans being refinanced, and, other than in the case of revolving loans, will have a weighted average life to maturity that is not shorter than the remaining weighted average life to maturity of the class of Loans being refinanced, (iii) such Credit Agreement Refinancing Indebtedness will have terms and conditions (excluding, for the avoidance of doubt, pricing, rate floors, discounts, fees and optional prepayment or Other redemption terms) that are either substantially identical to or, taken as a whole, not materially more restrictive than, the class of Loans being refinanced (as reasonably determined by the Borrower) unless such more restrictive term or condition applies only after the Latest Maturity Date of any Term Loan in effect immediately prior to the incurrence of such Credit Agreement Refinancing CommitmentsIndebtedness or the Administrative Agent and the Borrower shall amend the provisions of this Agreement to provide for such more restrictive term or condition to apply to the Loans hereunder (which amendment may be effected by the Administrative Agent and the Borrower without the consent of any other Lender), as applicable(iv) the interest rate margins applicable to such Credit Refinancing Indebtedness shall be agreed between the Borrower and the investors thereunder, may participate (v) without limiting the provisions of Section 7.02(o) and the other terms of this agreement permitting Credit Agreement Refinancing Indebtedness to be incurred outside of this Agreement, such Credit Agreement Refinancing Indebtedness incurred pursuant to a Refinancing Amendment shall (A) rank pari passu in right of payment to the other Loans outstanding; (B) shall be Guaranteed by the Loan Parties; and (C) shall be secured by the Collateral on a pro rata an equal and ratable basis or on a less than pro rata basis with the Obligations pursuant to the Collateral Documents and (but not on a greater than pro rata basisvi) such Credit Agreement Refinancing Indebtedness shall share ratably in any voluntary prepayments pursuant to Section 2.05 (or mandatory prepayments hereunder, as specified in the applicable Refinancing Amendmentotherwise provide for more favorable prepayment treatment for anythe then outstanding Term Facility). The effectiveness of any Refinancing Amendment shall be subject to the satisfaction or waiver on the date thereof of each of the conditions set forth in Section 3.2 and4.02, and to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (a) legal opinions, board resolutions, officers’ certificates and/or reaffirmation of agreements consistent with those delivered on the Closing Date under Section 3.1 and (b) customary legal opinions reasonably acceptable it being understood that all references to “the date of such Credit Event” or similar language in such Sections shall be deemed to refer to the Administrative Agenteffective date of such Refinancing Amendment). Each issuance class of Credit Agreement Refinancing Indebtedness incurred under this Section 2.28 2.15 shall be in an aggregate principal amount that is not less than $25,000,00025,000,000 and an integral multiple of $5,000,000 in excess thereof (or such lesser amounts as the Administrative Agent may agree). The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary or advisable to reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat any Credit Agreement Refinancing Indebtedness in the form of loans as Loans and Commitments subject thereto as Other Refinancing Loans and/or Other Refinancing Commitmentshereunder). 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 2.282.14. This Section 2.28 shall supersede any provisions in Sections 2.21 Section 2.13 or 10.2 10.01 to the contrary.

Refinancing Amendment. (a) At any time after the Closing ClosingAmendment No. 3 Effective Date, the Borrower may obtain, from any Lender or any Refinancing Additional Lender, Credit Agreement Refinancing Indebtedness Debt in respect of (a) all or any portion of the any Tranche of Term Loans or Revolving Commitments then outstanding under this Agreement (which for purposes of this Section 2.28 clause (a) will be deemed to include any then outstanding Other Refinancing Term Loans, ) or (b) all or any portion of the Revolving Loans (or unused Revolving Loan Commitments) under this Agreement (which for purposes of this clause (b) will be deemed to include any then outstanding Other Refinancing Revolving Commitments, Incremental Term Loans, Incremental Revolving Commitments, Extended Term Loans or Extended and Other Revolving Commitments), in the form of (x) Other Refinancing Term Loans or Other Refinancing Term Commitments or (y) Other Revolving Loans or Other Revolving Commitments, as the case may be, in each case pursuant to a Refinancing Amendment; provided that such Credit Agreement Refinancing Indebtedness (i) will rank pari passu or junior in right of payment and of security with the other Loans and Commitments hereunder and (ii) will have such pricing, premiums and optional prepayment or redemption terms as may be agreed by the Borrower and the Lenders thereof. Any Other Refinancing Loans or Other Refinancing Commitments, as applicable, may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments hereunder, as specified in the applicable Refinancing Amendment. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction or waiver on the date thereof of each of the conditions set forth in Section 3.2 7.2 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (a) legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing ClosingAmendment No. 3 Effective Date under Section 3.1 7.1. Any Refinancing Amendment may provide for the issuance of Letters of Credit for the account of the Borrower or any Restricted Subsidiary of Holdings, pursuant to any Other Revolving Commitments established thereby, in each case on terms substantially equivalent to the terms applicable to Letters of Credit under the Revolving Loan Commitments and subject to the approval of the Issuing Lender. (b) customary legal opinions reasonably acceptable to the Administrative Agent. Each issuance of Credit Agreement Refinancing Indebtedness incurred under this Section 2.28 shall be in an aggregate principal amount that is not less than $25,000,000. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary or advisable to reflect the existence and terms of the Credit Agreement Refinancing Indebtedness Debt incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Refinancing Loans Term Loans, Other Revolving Loans, Other Revolving Commitments and/or Other Refinancing Term Commitments). . (c) Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement, any Intercreditor Agreement (or effect a replacement of any Intercreditor 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 2.282.18. This In addition, if so provided in the relevant Refinancing Amendment and with the consent of the Issuing Lender, participations in Letters of Credit expiring on or after the Revolving Loan Maturity Date shall be reallocated from Lenders holding Revolving Loans Commitments to Lenders holding extended revolving commitments in accordance with the terms of such Refinancing Amendment; provided that such participation interests shall, upon receipt thereof by the relevant Lenders holding revolving commitments, be deemed to be participation interests in respect of such revolving commitments and the terms of such participation interests (including, without limitation, the commission applicable thereto) shall be adjusted accordingly. (d) Notwithstanding anything to the contrary in this Agreement, this Section 2.28 2.18 shall supersede any provisions in Sections 2.21 or 10.2 2.8 and 13.12 to the contrarycontrary and the Borrower and the Administrative Agent may amend Section 2.8 to implement any Refinancing Amendment.

Refinancing Amendment. At any time (a) On one or more occasions after the Closing Restatement Effective Date, the Borrower may obtain, from any Lender or any other bank, financial institution or other institutional lender or investor that agrees to provide any portion of Refinancing Term Loans or Other Revolving Credit Commitments pursuant to a Refinancing Amendment in accordance with this Section 2.19 (each, an “Additional Refinancing Lender”) (provided that (i) the Administrative Agent, each Swing Line Lender and each L/C Issuer shall have consented (not to be unreasonably withheld or delayed) to such Lender’s or Additional Refinancing Lender’s making such Refinancing Term Loans or providing such Other Revolving Credit Commitments to the extent such consent, if any, would be required under Section 10.07(b) for an assignment of Loans or Revolving Credit Commitments, as applicable, to such Lender or Additional Refinancing Lender, Credit Agreement (ii) with respect to Refinancing Indebtedness Term Loans, any Affiliated Lender providing any Refinancing Term Loans shall be subject to the same restrictions set forth in Section 10.07(l) as they would otherwise by subject to with respect to any purchase by or assignment to such Affiliated Lender of Term Loans and (iii) Affiliated Lenders may not provide Other Revolving Commitments) in respect of all or any portion of the any Class of Term Loans or Revolving Commitments Credit Loans (or unused Revolving Credit Commitments) then outstanding under this Agreement (which for purposes of this Section 2.28 will be deemed to include any then outstanding Other Refinancing Term Loans, Other Refinancing Revolving Commitments, Incremental Term Loans, Incremental Revolving Commitments, Extended Term Loans or Extended Revolving Commitments)Agreement, in the form of Refinancing Term Loans, Refinancing Term Commitments, Other Refinancing Loans Revolving Credit Commitments or Other Refinancing Commitments in each case Revolving Credit Loans pursuant to a Refinancing Amendment; provided that such Credit Agreement Refinancing Indebtedness . (ib) will rank pari passu or junior in right of payment and of security with the other Loans and Commitments hereunder and (ii) will have such pricing, premiums and optional prepayment or redemption terms as may be agreed by the Borrower and the Lenders thereof. Any Other Refinancing Loans or Other Refinancing Commitments, as applicable, may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments hereunder, as specified in the applicable Refinancing Amendment. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction or waiver on the date thereof of each of the conditions set forth in Section 3.2 4.02 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (ai) customary legal opinions, board resolutions, resolutions and officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Original Effective Date under Section 3.1 and (b) customary or the Restatement Effective Date, as applicable, other than changes to such legal opinions opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably acceptable satisfactory to the Administrative AgentAgent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Refinancing Term Loans, Refinancing Term Commitments, Other Revolving Credit Commitments or Other Revolving Credit Loans is provided with the benefit of the applicable Loan Documents. (c) Such Refinancing Term Loans, Refinancing Term Commitments, Other Revolving Credit Commitments or Other Revolving Credit Loans shall mature no earlier than, and the Weighted Average Life to Maturity of such Refinancing Term Loans, Refinancing Term Commitments, Other Revolving Credit Commitments or Other Revolving Credit Loans, as applicable and shall not be shorter than, the thenlongest remaining Weighted Average Life to Maturity of the Term Loans, Term Commitments, Revolving Credit Loans or Revolving Credit Commitments, as applicable, being refinanced at the such time. Each issuance of Refinancing Term Loans and Other Revolving Credit Agreement Refinancing Indebtedness incurred under this Section 2.28 Loans that are secured on a pari passu basis with the Facilities shall be in an aggregate principal amount that is not less than $25,000,000. The Administrative Agent shall promptly notify each Lender as subject to the effectiveness First Lien Intercreditor Agreement and Refinancing Term Loans and Other Revolving Credit Loans that are secured on a junior basis with the Facilities shall be subject to the Second Lien Intercreditor Agreement. (d) All other terms applicable to such Refinancing Term Loans, Refinancing Term Commitments, Other Revolving Credit Commitments or Other Revolving Credit Loans (other than provisions relating to pricing, original issue discount, upfront fees and interest rates which shall be as agreed between the Borrower and the Lenders providing such Refinancing Term Loans, Refinancing Term Commitments, Other Revolving Credit Commitments, or Other Revolving Credit Loans, as applicable) shall be substantially identical to, or no more favorable to the Lenders providing such Refinancing Term Loans, Refinancing Term Commitments, Other Revolving Credit Commitments, or Other Revolving Credit Loans than, those applicable to the then outstanding Term Loans, Term Commitments, Revolving Credit Loans or Revolving Credit Commitments, as applicable, of each the applicable Class except to the extent such covenants and other terms apply solely to any period after the latest final maturity of all Classes of Term Loans in effect on the effective date of any such Refinancing Amendment. Amendment immediately prior to the borrowing of such Refinancing Term Loans, Refinancing Term Commitments, Other Revolving Credit Commitments or Other Revolving Credit Loans, as applicable. (e) Each of the parties hereto hereby agrees that, upon that this Agreement and the effectiveness of any other Loan Documents may be amended pursuant to a Refinancing Amendment, this Agreement shall be deemed amended without the consent of any other Lenders, to the extent (but only to the extent) necessary or advisable to (i) reflect the existence and terms of the Credit Agreement Refinancing refinancing Indebtedness incurred pursuant thereto and (including any amendments necessary ii) make such other changes to treat this Agreement and the Loans other Loan Documents consistent with the provisions and Commitments subject thereto as Other Refinancing Loans and/or Other Refinancing Commitments). Any Refinancing Amendment may, intent of Section 10.01 (without the consent of any other Lenders, the Required Lenders called for therein) and (iii) effect such other 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 2.28. 2.19, and the Required Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment. (f) This Section 2.28 2.19 shall supersede any provisions in Sections 2.21 Section 2.13 or 10.2 Section 10.01 to the contrary.

Refinancing Amendment. At any time after the Closing Date, the Borrower Borrowers may obtain, from any Lender or any Refinancing Lender, Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Loans or Revolving Commitments of such Borrowers then outstanding under this Agreement (which for purposes of this Section 2.28 will be deemed to include any then outstanding Other Refinancing Term Loans, Other Refinancing Revolving Commitments, Incremental Term Loans, Incremental Revolving Commitments, Extended Term Loans or Extended Revolving Commitments)Agreement, in the form of Other Refinancing Loans or Other Refinancing Commitments in each case pursuant to a Refinancing Amendment; provided that such Credit Agreement Refinancing Indebtedness (i) will rank pari passu or or, other than in the case of Other Refinancing Revolving Commitments and Other Refinancing Revolving Loans, junior in right of payment and of security with the other Loans and Commitments hereunder and hereunder; provided that, if such Credit Agreement Refinancing Indebtedness ranks junior in right of security with any other Loans or Commitments hereunder, such Credit Agreement Refinancing Indebtedness will be subject to the terms of a Second Lien Intercreditor Agreement, (ii) will have such maturity dates, pricing, premiums and optional prepayment or redemption terms as may be agreed by the Borrower Borrowers and the Lenders thereof; and (iii) will otherwise comply with the proviso to the definition of Credit Agreement Refinancing Indebtedness; provided further that any Person that provides any Credit Agreement Refinancing Indebtedness in the form of Other Refinancing Loans or Other Refinancing Commitments to a Co-Borrower that is organized in the Republic of Ireland shall comply with the requirements of Section 2.14, including the provision of an Irish Qualifying Lender Confirmation substantially in the form of Exhibit H (pursuant to which such Person shall acknowledge that if it is not an Irish Qualifying Lender it will not be grossed up for any Irish withholding Tax applicable under relevant law as of the date such Person provides such Credit Agreement Refinancing Indebtedness). Any Other Refinancing Loans or Other Refinancing Commitments, as applicable, may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments hereunder, as specified in the applicable Refinancing Amendment. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction or waiver on the date thereof of each of the conditions set forth in Section 3.2 4.03 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (a) legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements generally consistent with those delivered on the Closing Date under Section 3.1 pursuant to Sections 4.02(b) and (bf) customary (other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably acceptable satisfactory to the Administrative Agent). Each issuance incurrence of Credit Agreement Refinancing Indebtedness incurred under pursuant to this Section 2.28 2.21 shall be in an aggregate principal amount that is not less than $25,000,0005,000,000. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary or advisable to reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Refinancing Term Loans and/or Other Refinancing Term Commitments). 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 BorrowerBorrowers, to effect the provisions of this Section 2.282.21 (including without limitation, the addition of customary Defaulting Lender provisions with respect to any Lenders providing Other Refinancing Revolving Loans and Other Refinancing Revolving Commitments). This Section 2.28 2.21 shall supersede any provisions in Sections 2.21 Section 2.15 or 10.2 9.02 to the contrary.

Refinancing Amendment. At any time (a) On one or more occasions after the Closing Restatement Effective Date, the Borrower may obtain, from any Lender or any other bank, financial institution or other institutional lender or investor that agrees to provide any portion of Refinancing Term Loans or Other Revolving Credit Commitments pursuant to a Refinancing Amendment in accordance with this Section 2.19 (each, an “Additional Refinancing Lender”) (provided that (i) the Administrative Agent, each Swing Line Lender and each L/C Issuer shall have consented (not to be unreasonably withheld or delayed) to such Lender’s or Additional Refinancing Lender’s making such Refinancing Term Loans or providing such Other Revolving Credit Commitments to the extent such consent, if any, would be required under Section 10.07(b) for an assignment of Loans or Revolving Credit Commitments, as applicable, to such Lender or Additional Refinancing Lender, Credit Agreement (ii) with respect to Refinancing Indebtedness Term Loans, any Affiliated Lender providing any Refinancing Term Loans shall be subject to the same restrictions set forth in Section 10.07(l) as they would otherwise by subject to with respect to any purchase by or assignment to such Affiliated Lender of Term Loans and (iii) Affiliated Lenders may not provide Other Revolving Commitments) in respect of all or any portion of the any Class of Term Loans or Revolving Commitments Credit Loans (or unused Revolving Credit Commitments) then outstanding under this Agreement (which for purposes of this Section 2.28 will be deemed to include any then outstanding Other Refinancing Term Loans, Other Refinancing Revolving Commitments, Incremental Term Loans, Incremental Revolving Commitments, Extended Term Loans or Extended Revolving Commitments)Agreement, in the form of Refinancing Term Loans, Refinancing Term Commitments, Other Refinancing Loans Revolving Credit Commitments or Other Refinancing Commitments in each case Revolving Credit Loans pursuant to a Refinancing Amendment; provided that such Credit Agreement Refinancing Indebtedness . (ib) will rank pari passu or junior in right of payment and of security with the other Loans and Commitments hereunder and (ii) will have such pricing, premiums and optional prepayment or redemption terms as may be agreed by the Borrower and the Lenders thereof. Any Other Refinancing Loans or Other Refinancing Commitments, as applicable, may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments hereunder, as specified in the applicable Refinancing Amendment. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction or waiver on the date thereof of each of the conditions set forth in Section 3.2 4.02 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (ai) customary legal opinions, board resolutions, resolutions and officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Original Effective Date under Section 3.1 and (b) customary or the Restatement Effective Date, as applicable, other than changes to such legal opinions opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably acceptable satisfactory to the Administrative AgentAgent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Refinancing Term Loans, Refinancing Term Commitments, Other Revolving Credit Commitments or Other Revolving Credit Loans is provided with the benefit of the applicable Loan Documents. (c) Such Refinancing Term Loans, Refinancing Term Commitments, Other Revolving Credit Commitments or Other Revolving Credit Loans shall mature no earlier than, and the Weighted Average Life to Maturity of such Refinancing Term Loans, Refinancing Term Commitments, Other Revolving Credit Commitments or Other Revolving Credit Loans, as applicable and shall not be shorter than, the then remaining Weighted Average Life to Maturity of the Term Loans, Term Commitments, Revolving Credit Loans or Revolving Credit Commitments, as applicable, being refinanced at the such time. Each issuance of Refinancing Term Loans and Other Revolving Credit Agreement Refinancing Indebtedness incurred under this Section 2.28 Loans that are secured on a pari passu basis with the Facilities shall be in an aggregate principal amount that is not less than $25,000,000. The Administrative Agent shall promptly notify each Lender as subject to the effectiveness First Lien Intercreditor Agreement and Refinancing Term Loans and Other Revolving Credit Loans that are secured on a junior basis with the Facilities shall be subject to the Second Lien Intercreditor Agreement. (d) All other terms applicable to such Refinancing Term Loans, Refinancing Term Commitments, Other Revolving Credit Commitments or Other Revolving Credit Loans (other than provisions relating to pricing, original issue discount, upfront fees and interest rates which shall be as agreed between the Borrower and the Lenders providing such Refinancing Term Loans, Refinancing Term Commitments, Other Revolving Credit Commitments, or Other Revolving Credit Loans, as applicable) shall be substantially identical to, or no more favorable to the Lenders providing such Refinancing Term Loans, Refinancing Term Commitments, Other Revolving Credit Commitments, or Other Revolving Credit Loans than, those applicable to the then outstanding Term Loans, Term Commitments, Revolving Credit Loans or Revolving Credit Commitments, as applicable, of each the applicable Class except to the extent such covenants and other terms apply solely to any period after the latest final maturity of all Classes of Term Loans in effect on the effective date of any such Refinancing Amendment. Amendment immediately prior to the borrowing of such Refinancing Term Loans, Refinancing Term Commitments, Other Revolving Credit Commitments or Other Revolving Credit Loans, as applicable. (e) Each of the parties hereto hereby agrees that, upon that this Agreement and the effectiveness of any other Loan Documents may be amended pursuant to a Refinancing Amendment, this Agreement shall be deemed amended without the consent of any other Lenders, to the extent (but only to the extent) necessary or advisable to (i) reflect the existence and terms of the Credit Agreement Refinancing refinancing Indebtedness incurred pursuant thereto and (including any amendments necessary ii) make such other changes to treat this Agreement and the Loans other Loan Documents consistent with the provisions and Commitments subject thereto as Other Refinancing Loans and/or Other Refinancing Commitments). Any Refinancing Amendment may, intent of Section 10.01 (without the consent of any other Lenders, the Required Lenders called for therein) and (iii) effect such other 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 2.28. 2.19, and the Required Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment. (f) This Section 2.28 2.19 shall supersede any provisions in Sections 2.21 Section 2.13 or 10.2 Section 10.01 to the contrary.

Refinancing Amendment. At any time after the Closing Date, the Borrower may obtain, from any Lender or any (a) This Section 2 hereto constitutes a “Refinancing Lender, Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Loans or Revolving Commitments then outstanding under this Agreement (which for purposes of this Section 2.28 will be deemed to include any then outstanding Other Refinancing Term Loans, Other Refinancing Revolving Commitments, Incremental Term Loans, Incremental Revolving Commitments, Extended Term Loans or Extended Revolving Commitments), in the form of Other Refinancing Loans or Other Refinancing Commitments in each case Amendment” pursuant to a Refinancing Amendment; provided that such Credit Agreement Refinancing Indebtedness which (i) will rank pari passu or junior in right of payment and of security with the other Loans and Commitments hereunder and (ii) will have such pricingeach Refinancing Revolving Lender commits to make, premiums and optional prepayment or redemption terms as may be agreed by the Borrower and the Lenders thereof. Any Other Refinancing Loans or Other Refinancing Commitments, as applicable, may participate on a pro rata basis or on a less than pro rata basis (severally but not on a greater than pro rata basis) in any voluntary or mandatory prepayments hereunder, as specified in the applicable Refinancing Amendment. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction or waiver on the date thereof of each of the conditions set forth in Section 3.2 andjointly, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (a) board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered Borrower Other Revolving Credit Commitments on the Closing Effective Date under Section 3.1 and (b) customary legal opinions reasonably acceptable in a principal amount equal to the Administrative Agent. Each issuance of amount set forth opposite such Refinancing Revolving Lender’s name under the heading “Other Revolving Credit Agreement Refinancing Indebtedness incurred under this Section 2.28 shall be in an aggregate principal amount that is not less than $25,000,000. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing AmendmentCommitments” on Schedule 1 hereto. Each of the parties hereto hereby agrees that, upon after giving effect to this Amendment, the Revolving Credit Commitment of each Revolving Credit Lender (as of the Effective Date) shall be as set forth on Schedule 1 hereto. The aggregate principal amount of the Other Revolving Credit Commitments of all Refinancing Revolving Lenders as of the date of this Amendment is $400,000,000. (b) Other Revolving Credit Loans may be Base Rate Loans or Eurocurrency Rate Loans, as further provided in the Existing Credit Agreement and the Amended Credit Agreement. (c) The Borrower shall use (i) the proceeds of the Other Revolving Credit Loans to be made on the Effective Date to prepay in full, on the Effective Date, the outstanding principal amount of the Existing Revolving Credit Loans and (ii) cash on hand to pay (A) all accrued but unpaid interest and fees on the Existing Revolving Credit Loans and (B) all fees, costs and expenses incurred or payable by the Borrower in connection with the foregoing and with the execution and delivery of this Amendment by each person party hereto, the satisfaction and/or waiver of the conditions to the effectiveness hereof and the consummation of any Refinancing the transactions contemplated hereby (including the borrowing of the Other Revolving Credit Loans). (d) Each of the parties hereto agrees that after giving effect to this Amendment, this the Revolving Credit Commitments under the Amended Credit Agreement shall be as set forth on Schedule 1 hereto and shall replace the Existing Revolving Credit Commitments. In connection with this Amendment, the Existing Revolving Credit Loans shall be, or deemed amended to be, repaid in full on the Effective Date, together with all accrued and unpaid interest thereon and all related fees and expenses, and concurrently with such prepayment, new Revolving Credit Loans will be made by, or reallocated to, the Refinancing Revolving Lenders party hereto in an aggregate principal amount equal to the extent Existing Revolving Credit Loans, based on each such Refinancing Revolving Lender’s new Revolving Credit Commitments on Schedule 1 hereto. (but only e) Each of the parties hereto agrees that after giving effect to this Amendment, each Letter of Credit issued under the Existing Credit Agreement on or prior to the extent) necessary Effective Date shall be deemed to constitute a Letter of Credit issued under the Amended Credit Agreement and the Revolving Credit Lender that is an issuer of such Letter of Credit shall be deemed to be an L/C Issuer for such Letter of Credit; provided that any renewal or advisable replacement of any such Letter of Credit shall be issued by an L/C Issuer pursuant to reflect the existence and terms of the Amended Credit Agreement. (f) Effective as of the Effective Date, the Existing Credit Agreement is hereby amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the underlined text (indicated textually in the same manner as the following example: underlined text) as set forth in Annex I hereto (except for the deletions and additions to Section 7.11 of the Existing Credit Agreement, which are referred to herein as the “Financial Covenant Amendment”). (g) Each of the parties hereto agrees that no amounts shall be due under Section 3.05 of the Existing Credit Agreement in respect of the transactions set forth in this Section 2. (h) Subject to the terms and conditions set forth herein and in the Existing Credit Agreement, on the Effective Date, (i) the term “Revolving Credit Commitment” shall be deemed to refer to the Other Revolving Credit Commitments made pursuant to this Amendment, (ii) the term “Revolving Credit Loans” shall be deemed to include the Other Revolving Credit Loans made pursuant to this Amendment and (iii) the Refinancing Indebtedness incurred pursuant thereto Revolving Lenders shall have all of the rights and obligations of a “Revolving Credit Lender” and a “Lender” as set forth therein. (including i) Each Refinancing Revolving Lender, by delivering its signature page to this Amendment, shall be deemed to have acknowledged receipt of, and consented to and approved, each Loan Document and each other document required to be approved by any amendments necessary to treat Agent, the Loans and Commitments subject thereto as Other Refinancing Loans and/or Other Refinancing Commitments). Any Refinancing Amendment may, without the consent of Required Revolving Lenders or any other Lenders, as applicable, on the Effective Date (and after giving effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion amendment of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.28. This Section 2.28 shall supersede any provisions in Sections 2.21 or 10.2 to the contraryExisting Credit Agreement).

Refinancing Amendment. At any time after Without limiting the Closing Dateprovisions of Section 7.02(o) and the other terms of this Agreement permitting Credit Agreement Refinancing Indebtedness to be incurred outside of this Agreement, the Borrower may may, with the consent of the Administrative Agent (not to be unreasonably withheld), obtain, from any Lender or any Refinancing Lenderother bank, financial institution or other institutional lender or investor that would be an Eligible Assignee, Credit Agreement Refinancing Indebtedness in respect the form of term loans, to refinance all or any portion of the Loans or Revolving Commitments then outstanding under this Agreement (which for purposes of this Section 2.28 will be deemed to include any then outstanding Other Refinancing Term Loanshereunder, Other Refinancing Revolving Commitments, Incremental Term Loans, Incremental Revolving Commitments, Extended Term Loans or Extended Revolving Commitments), in the form of Other Refinancing Loans or Other Refinancing Commitments in each case pursuant to a Refinancing Amendment; provided that (i) such Credit Agreement Refinancing Indebtedness (i) will rank pari passu or junior in right of payment and of security with the other Loans and Commitments hereunder and (ii) will have such pricing, fees (including upfront fees and OID), optional prepayment terms, redemption premiums and optional prepayment or redemption subordination terms as may be agreed by the Borrower and the Lenders lenders thereof. Any Other , (ii) such Credit Agreement Refinancing Indebtedness, will have a maturity date that is not prior to the maturity date of the class of Term Loans being refinanced, and will have a weighted average life to maturity that is not shorter than the remaining weighted average life to maturity of the class of Term Loans being refinanced, (iii) such Credit Agreement Refinancing Indebtedness (unless it consists of amortizing term loans of the type commonly referred to as “term loan A,” which may be subject to more restrictive terms and conditions) will have terms and conditions (excluding, for the avoidance of doubt, pricing, rate floors, discounts, fees and optional prepayment or Other redemption terms), taken as a whole, not more restrictive than the terms of this Agreement (as reasonably determined by the Borrower) unless the Administrative Agent and the Borrower shall amend the provisions of this Agreement to provide for such more restrictive term to apply to the Loans hereunder (which amendment may be effected by the Administrative Agent and the Borrower without the consent of any other Lender), (iv) the interest rate margins applicable to such Credit Refinancing CommitmentsIndebtedness shall be agreed between the Borrower and the investors thereunder, as applicable(v) without limiting the provisions of Section 7.02(o) and the other terms of this agreement permitting Credit Agreement Refinancing Indebtedness to be incurred outside of this Agreement, may participate such Credit Agreement Refinancing Indebtedness incurred pursuant to a Refinancing Amendment shall (A) rank pari passu in right of payment to the other Loans outstanding; (B) shall be Guaranteed by the Loan Parties; and (C) shall be secured by the Collateral on a pro rata an equal and ratable basis or on a less than pro rata basis with the Obligations pursuant to the Collateral Documents and (but not on a greater than pro rata basisvi) such Credit Agreement Refinancing Indebtedness shall share ratably in any voluntary prepayments pursuant to Section 2.03 (or mandatory prepayments hereunder, as specified in otherwise provide for more favorable prepayment treatment for the applicable Refinancing Amendmentthen outstanding Term Facility). The effectiveness of any Refinancing Amendment shall be subject to the satisfaction or waiver on the date thereof of each of the conditions set forth in Section 3.2 and4.02, and to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (a) legal opinions, board resolutions, officers’ certificates and/or reaffirmation of agreements consistent with those delivered on the Closing Date under Section 3.1 and (b) customary legal opinions reasonably acceptable it being understood that all references to “the date of such Credit Event” or similar language in such Sections shall be deemed to refer to the Administrative Agenteffective date of such Refinancing Amendment). Each issuance class of Credit Agreement Refinancing Indebtedness incurred under this Section 2.28 2.13 shall be in an aggregate principal amount that is not less than $25,000,00025,000,000 and an integral multiple of $5,000,000 in excess thereof (or such lesser amounts as the Administrative Agent may agree). The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary or advisable to reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat any Credit Agreement Refinancing Indebtedness in the form of loans as Loans and Commitments subject thereto as Other Refinancing Loans and/or Other Refinancing Commitmentshereunder). 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 2.282.12. This Section 2.28 shall supersede any provisions in Sections 2.21 Section 2.11 or 10.2 10.01 to the contrary.

Refinancing Amendment. At any time after the Closing Date, the Borrower and/or any Additional Borrower may obtain, from any Lender or any Refinancing Lender, Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Loans or Revolving Commitments of the Borrower or any Applicable Borrower then outstanding under this Agreement (which for purposes of this Section 2.28 will be deemed to include any then outstanding Other Refinancing Term Loans, Other Refinancing Revolving Commitments, Incremental Term Loans, Incremental Revolving Commitments, Extended Term Loans or Extended Revolving Commitments)Agreement, in the form of Other Refinancing Loans or Other Refinancing Commitments in each case pursuant to a Refinancing Amendment; provided that such Credit Agreement Refinancing Indebtedness (i) will rank pari passu or or, other than in the case of Other Refinancing Revolving Commitments and Other Refinancing Revolving Loans, junior in right of payment and of security with the other Loans and Commitments hereunder and hereunder; provided that, if such Credit Agreement Refinancing Indebtedness ranks junior in right of security with any other Loans or Commitments hereunder, such Credit Agreement Refinancing Indebtedness will be subject to the terms of a Second Lien Intercreditor Agreement, (ii) will have such maturity dates, pricing, interest rate margins, rate floors, discounts, premiums and optional prepayment or redemption terms as may be agreed by the Applicable Borrower and the Lenders thereof; and (iii) will otherwise comply with the proviso to the definition of Credit Agreement Refinancing Indebtedness; provided further that any Person that provides any Credit Agreement Refinancing Indebtedness in the form of Other Refinancing Loans or Other Refinancing Commitments to an Additional Borrower that is organized in the Republic of Ireland shall comply with the requirements of Section 2.147, including the provision of an Irish Qualifying Lender Confirmation substantially in the form of Exhibit H (pursuant to which such Person shall acknowledge that if it is not an Irish Qualifying Lender it will not be grossed up for any Irish withholding Tax applicable under relevant law as of the date such Person provides such Credit Agreement Refinancing Indebtedness). Any Other Refinancing Loans or Other Refinancing Commitments, as applicable, may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments hereunder, as specified in the applicable Refinancing Amendment. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction or waiver on the date thereof of each of the conditions set forth in Section 3.2 4.02 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (a) legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements generally consistent with those delivered on the Closing Date under Section 3.1 pursuant to Sections 4.01(b), (e) and (bg) customary (other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably acceptable satisfactory to the Administrative Agent). Each issuance Tranche of Credit Agreement Refinancing Indebtedness incurred under pursuant to this Section 2.28 2.214 shall be in an aggregate principal amount that is not less than $25,000,0005,000,000 (unless such Credit Agreement Refinancing Indebtedness is incurred to refinance all outstanding Loans with respect to a Tranche). The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended and restated or amended to the extent (but only to the extent) necessary or advisable to reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Refinancing Term Loans and/or Other Refinancing Term Commitments). 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 Agent, the Borrower and the any Applicable Borrower, to effect the provisions of this Section 2.282.214 (including without limitation, the addition of customary Defaulting Lender provisions with respect to any Lenders providing Other Refinancing Revolving Loans and Other Refinancing Revolving Commitments). This Section 2.28 2.214 shall supersede any provisions in Sections 2.21 Section 2.158 or 10.2 9.02 to the contrary.

Refinancing Amendment. At any time after the Closing Date, the Borrower may obtain, from any Lender or any (a) This Section 1 and Section 2 hereto constitute a “Refinancing Lender, Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Loans or Revolving Commitments then outstanding under this Agreement (which for purposes of this Section 2.28 will be deemed to include any then outstanding Other Refinancing Term Loans, Other Refinancing Revolving Commitments, Incremental Term Loans, Incremental Revolving Commitments, Extended Term Loans or Extended Revolving Commitments), in the form of Other Refinancing Loans or Other Refinancing Commitments in each case Amendment” pursuant to a Refinancing Amendment; provided that such Credit Agreement Refinancing Indebtedness which (i) will rank pari passu or junior each Refinancing Term Lender commits to make, severally but not jointly, to the Borrower Other Term Loans on the Effective Date in right of payment and of security with a principal amount equal to the other Loans and Commitments hereunder amount set forth opposite such Refinancing Term Lender’s name under the heading “Other Term Loans” on Schedule 1 hereto (each, an “Other Term Loan Commitment”) and (ii) will have such pricingeach Refinancing Revolving Lender commits to make, premiums and optional prepayment or redemption terms as may be agreed by the Borrower and the Lenders thereof. Any Other Refinancing Loans or Other Refinancing Commitments, as applicable, may participate on a pro rata basis or on a less than pro rata basis (severally but not on a greater than pro rata basis) in any voluntary or mandatory prepayments hereunder, as specified in the applicable Refinancing Amendment. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction or waiver on the date thereof of each of the conditions set forth in Section 3.2 andjointly, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (a) board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered Borrower Other Revolving Credit Commitments on the Closing Effective Date under Section 3.1 and (b) customary legal opinions reasonably acceptable in a principal amount equal to the Administrative Agent. Each issuance of amount set forth opposite such Refinancing Revolving Lender’s name under the heading “Other Revolving Credit Agreement Refinancing Indebtedness incurred under this Section 2.28 shall be in an aggregate principal amount that is not less than $25,000,000. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing AmendmentCommitments” on Schedule 2 hereto. Each of the parties hereto hereby agrees that, upon after giving effect to this Agreement, the Revolving Credit Commitment of each Revolving Credit Lender (as of the Effective Date) shall be as set forth on Schedule 2 hereto. The aggregate principal amount of the Other Term Loan Commitments of all Refinancing Term Lenders as of the date of this Agreement is $1,072,312,500. The aggregate principal amount of the Other Revolving Credit Commitments of all Refinancing Revolving Lenders as of the date of this Agreement is $225,000,000. Unless previously terminated, the Other Term Loan Commitments shall terminate at 5:00 p.m., New York City time, on the date of initial funding of the Other Term Loans. (b) Other Term Loans borrowed under this Section 1 and repaid or prepaid may not be reborrowed. Other Term Loans and Other Revolving Credit Loans may be Base Rate Loans or Eurocurrency Rate Loans, as further provided in the Existing Credit Agreement and the Amended Credit Agreement. (c) The Borrower shall use (i) the proceeds of the Other Term Loans to prepay in full, on the Effective Date, the outstanding principal amount of the Existing Term Loans, (ii) the proceeds of the Other Revolving Credit Loans to be made on the Effective Date to prepay in full, on the Effective Date, the outstanding principal amount of the Existing Revolving Credit Loans, and (iii) cash on hand to pay (A) all accrued but unpaid interest and fees on the Existing Term Loans and Existing Revolving Credit Loans and (B) all fees, costs and expenses incurred or payable by the Borrower in connection with the foregoing and with the execution and delivery of this Agreement by each person party hereto, the satisfaction and/or waiver of the conditions to the effectiveness hereof and the consummation of any the transactions contemplated hereby (including the borrowing of the Other Term Loans and the Other Revolving Credit Loans). (d) Notwithstanding anything herein (including Sections 1(a) and 1(c) hereof) or in the Existing Credit Agreement to the contrary, (i) each Refinancing AmendmentTerm Lender holding an Existing Term Loan immediately prior to the Effective Date (each such Refinancing Term Lender, an “Existing Term Lender”) that, by executing and delivering a signature page hereto, elects “cashless roll” treatment shall be deemed to have made to the Borrower an Other Term Loan on the Effective Date in an amount (such Existing Term Lender’s “Cashless Roll Term Amount”) equal to the lesser of (A) the aggregate principal amount of the Existing Term Loan held by such Existing Term Lender immediately prior to the Effective Date (such Existing Lender’s “Existing Term Loan Amount”) and (B) such Existing Term Lender’s Other Term Loan Commitment; provided that if such Existing Term Lender’s Other Term Loan Commitment exceeds such Existing Lender’s Existing Term Loan Amount, then such Existing Term Lender shall be required to make an Other Term Loan to the Borrower on the Effective Date in accordance with Section 1(a) hereof in an aggregate principal amount equal to such excess, and (ii) the Borrower shall be deemed to have prepaid, on the Effective Date, an amount of the Existing Term Loan of each Existing Lender in an aggregate principal amount equal to the lesser of (A) such Existing Term Lender’s Existing Term Loan Amount and (B) such Existing Term Lender’s Other Term Loan Commitment; provided that (1) if such Existing Term Lender’s Existing Term Loan Amount exceeds such Existing Term Lender’s Other Term Loan Commitment, then the Borrower shall be required to prepay in full, on the Effective Date in accordance with Section 1(c) hereof, the outstanding principal amount of the Existing Term Loan of such Existing Term Lender not deemed to be prepaid pursuant to this clause (ii) and (2) notwithstanding the operation of this clause (ii), the Borrower shall be required to pay to such Existing Term Lender, on the Effective Date, all accrued but unpaid interest and fees on the outstanding principal amount of the Existing Term Loans of such Existing Term Lender immediately prior to the Effective Date. (e) Each of the parties hereto agrees that after giving effect to this Agreement, the Revolving Credit Commitments under the Credit Agreement shall be as set forth on Schedule 2 hereto and shall replace the Existing Revolving Credit Commitments. In connection with this Agreement, the Existing Revolving Credit Loans shall be, or deemed amended to be, repaid in full on the Effective Date, together with all accrued and unpaid interest thereon and all related fees and expenses, and concurrently with such prepayment, new Revolving Credit Loans will be made by, or reallocated to, the Refinancing Revolving Lenders party hereto in an aggregate principal amount equal to the extent Existing Revolving Credit Loans, based on each such Refinancing Revolving Lender’s new Revolving Credit Commitments on Schedule 2 hereto. (but only f) Each of the parties hereto agrees that after giving effect to this Agreement, each Letter of Credit issued under the Existing Credit Agreement on or prior to the extent) necessary Effective Date shall be deemed to constitute a Letter of Credit issued under the Amended Credit Agreement and the Revolving Credit Lender that is an issuer of such Letter of Credit shall be deemed to be an L/C Issuer for such Letter of Credit; provided that any renewal or advisable replacement of any such Letter of Credit shall be issued by an L/C Issuer pursuant to reflect the existence and terms of the Amended Credit Agreement. (g) Each of the parties hereto agrees that no amounts shall be due under Section 3.05 of the Existing Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Refinancing Loans and/or Other Refinancing Commitments). 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 respect of the Administrative Agent and the Borrower, to effect the provisions of transactions set forth in this Section 2.28. This Section 2.28 shall supersede any provisions in Sections 2.21 or 10.2 to the contrary1.

Refinancing Amendment. At any time after the Closing Dateand from time to time, the Borrower may obtain, from any Lender or any Refinancing Additional Lender, Credit Agreement Refinancing Indebtedness in respect of all exchange for or any portion of to extend, renew, replace or refinance the Revolving Loans or Revolving Commitments then outstanding under this Agreement (which for purposes of this Section 2.28 will be deemed to include any then outstanding Other Refinancing Term Loans, Other Refinancing Revolving Commitments, Incremental Term Loans, Incremental Revolving Commitments, Extended and/or the Term Loans in whole or Extended Revolving Commitments)in part, in the form of Other Refinancing Loans or Other Refinancing Commitments in each case case, pursuant to a Refinancing Amendment; provided that such , which Credit Agreement Refinancing Indebtedness may, at the election of the Borrower, take the form of new Term Loans (ithe “Other Term Loans”) will rank pari passu or junior in right of payment and of security new Revolving Loans (the “Other Revolving Loans”, together with the other Loans and Commitments hereunder and (iiOther Term Loans, the “Other Loans”) will have such pricing, premiums and optional prepayment or redemption terms as may under an additional Facility hereunder; provided that there shall be agreed by the Borrower and the Lenders thereofno obligors in respect of any Credit Agreement Refinancing Indebtedness that are not Loan Parties. Any Other Refinancing Loans or Other Refinancing Commitments, as applicable, may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments hereunder, as specified in the applicable Refinancing AmendmentAmendment (provided that if the Lenders or Additional Lenders providing such Credit Agreement Refinancing Indebtedness have the ability to decline mandatory prepayments, any such mandatory prepayment that is not accepted by such Lenders or Additional Lenders shall be applied, subject to the right of any applicable Lender to decline mandatory prepayments (if any), to the non-refinanced Loans of the Class being refinanced). The effectiveness of any Refinancing Amendment shall be subject to the satisfaction or waiver on the date thereof of each of the conditions set forth in Section 3.2 and4.02 (including, solely to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (a) customary legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Sections 4.01 and 4.02 or thereafter under Section 3.1 and 5.17 (b) customary other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably acceptable satisfactory to the Administrative Agent)). Each issuance incurrence of Credit Agreement Refinancing Indebtedness incurred under this Section 2.28 2.25 shall be in an aggregate principal amount that is of not less than $25,000,000U.S.$5,000,000. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall may be deemed amended to the extent (but only to the extent) necessary or advisable to reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Refinancing Loans and/or Other Refinancing CommitmentsLoans). Any Refinancing Amendment may, without the consent of any person other Lendersthan the Administrative Agent (such consent not to be unreasonably withheld, delayed or conditioned), the Borrower and the Lenders or Additional Lenders providing the applicable Credit Agreement Refinancing Indebtedness (and, if the subject of such Refinancing Amendment is Other Revolving Loans, the Issuing Bank and the Swingline Lender, as applicable), 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 2.282.25. This Section 2.28 2.25 shall supersede any provisions in Sections 2.21 or 10.2 Section 9.08 to the contrary.. It is understood that (a) any Lender approached to provide all or a portion of Credit Agreement Refinancing Indebtedness may elect or decline, in its sole discretion, to provide such Credit Agreement Refinancing Indebtedness (it being understood that there is no obligation to approach any existing Lenders to provide any such commitment to provide Other Loans) and (b) the Administrative Agent, the Swingline Lender and each Issuing Bank shall have consented (such consent not to be unreasonably withheld, delayed or conditioned) to such person’s providing such Credit Agreement Refinancing Indebtedness if such consent would be required under

Refinancing Amendment. At any time after the Closing Date, the Borrower may obtain, from any Lender or any Refinancing Lender, Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Loans or Revolving Commitments then outstanding under this Agreement (which for purposes of this Section 2.28 2.20 will be deemed to include any then outstanding Other Refinancing Term Loans, Other Refinancing Revolving Term Loan Commitments, Loans and Commitment under Incremental Facilities or Extended Term Loans, Incremental Revolving Commitments, Extended Term Loans or Extended Revolving Commitments), in the form of Other Refinancing Term Loans or Other Refinancing Term Loan Commitments in each case pursuant to a Refinancing Amendment; provided that such Credit Agreement Refinancing Indebtedness (i) will rank pari passu or junior in right of payment and of security with the other Loans and Commitments hereunder and (ii) will have such pricing, premiums and optional prepayment or redemption terms as may be agreed by the Borrower and the Lenders thereof. Any Other Class of Refinancing Term Loans or Other Refinancing Term Loan Commitments, as applicable, may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) with other Classes of Term Loans, Term A Commitments or Incremental Term Commitments in any voluntary or mandatory prepayments hereunder, as specified in the applicable Refinancing Amendment, provided that all Classes of Refinancing Term Loans or Refinancing Term Loan Commitments shall participate on a pro rata basis with all other Classes of Refinancing Term Loans or Refinancing Term Loan Commitments. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction or waiver on the date thereof of each of the conditions set forth in Section 3.2 4.02 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (a) board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Restatement Effective Date under Section 3.1 4.01 and (b) customary legal opinions reasonably acceptable to the Administrative Agent. Each issuance of Credit Agreement Refinancing Indebtedness incurred under this Section 2.28 2.20 shall be in an aggregate principal amount that is not less than $25,000,000100,000,000. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary or advisable to reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Refinancing Term Loans and/or Other Refinancing Term Loan Commitments). 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 2.28. This Section 2.28 shall supersede any provisions in Sections 2.21 or 10.2 to the contrary2.20.

Refinancing Amendment. At any time (a) On one or more occasions after the Closing Date, the Borrower Borrowers may obtain, from any Lender or any Additional Lender (provided that no Affiliated Lender may provide Refinancing LenderRevolving Credit Commitments), Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Term Loans and the Revolving Loans (or unused Revolving Commitments Credit Commitments) then outstanding under this Agreement (which for purposes of this Section 2.28 will be deemed to include any then outstanding Other Refinancing Term Loans, Other Refinancing Revolving Commitments, Incremental Term Loans, Incremental Revolving Commitments, Extended Term Loans or Extended Revolving Commitments)Agreement, in the form of Other Refinancing Term Loans, Refinancing Term Commitments, Refinancing Revolving Credit Commitments or Refinancing Revolving Loans or Other Refinancing Commitments in each case incurred under this Agreement pursuant to a Refinancing Amendment; provided that such notwithstanding anything to the contrary in this Section 2.25 or otherwise, (1) the borrowing and repayment (except for (A) payments of interest and fees at different rates on Refinancing Revolving Credit Agreement Commitments (and related outstandings), (B) repayments required upon the Maturity Date of the Refinancing Indebtedness (i) will rank pari passu or junior in right of payment and of security with the other Loans and Revolving Credit Commitments hereunder and (iiC) will have such pricing, premiums repayment made in connection with a permanent repayment and optional prepayment or redemption terms as may termination of commitments (subject to clause (3) below)) of Loans with respect to Refinancing Revolving Credit Commitments after the date of obtaining any Refinancing Revolving Credit Commitments shall be agreed by the Borrower and the Lenders thereof. Any Other Refinancing Loans or Other Refinancing Commitments, as applicable, may participate made on a pro rata basis or with all other Revolving Credit Commitments, (2) Refinancing Revolving Credit Commitment, shall be included as additional Participating Revolving Credit Commitments under the Refinancing Amendment, subject to the consent of the Swing Line Lender and each Issuing Bank, and on the Refinancing Facility Closing Date all Swing Line Loans and Letters of Credit shall be participated on a less than pro rata basis by all Participating Revolving Credit Lenders in accordance with their percentage of the Participating Revolving Credit Commitments existing after giving effect to such Refinancing Amendment, (but not 3) the permanent repayment of Revolving Loans with respect to, and termination of, Refinancing Revolving Credit Commitments after the date of obtaining any Refinancing Revolving Credit Commitments shall be made on a greater than pro rata basis) in any voluntary or mandatory prepayments hereunderbasis with all other Revolving Credit Commitments, as specified in except that the applicable Refinancing Amendment. The effectiveness Borrowers shall be permitted to permanently repay and terminate commitments of any such Class on a better than a pro rata basis as compared to any other Class with a later maturity date than such Class and (4) assignments and participations of Refinancing Amendment Revolving Credit Commitments and Refinancing Revolving Loans shall be governed by the same assignment and participation provisions applicable to Revolving Credit Commitments and Revolving Loans. No Lender shall be obligated to provide any Credit Agreement Refinancing Indebtedness. Any Affiliated Lender providing Refinancing Term Commitments and Refinancing Term Loans shall be subject to the satisfaction or waiver on the date thereof of each of the conditions same restrictions set forth in Section 3.2 and, 10.06(i) as they would otherwise be subject to the extent reasonably requested with respect to any purchased by the Administrative Agent, receipt by the Administrative Agent or assignment to such Affiliated Lender of (a) board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Section 3.1 and Initial Term Loans. (b) customary legal opinions reasonably acceptable to the Administrative Agent. Each issuance of Credit Agreement Refinancing Indebtedness incurred under this Section 2.28 2.25(a) shall be in an aggregate principal amount that is (x) not less than $25,000,000. The Administrative Agent shall promptly notify each Lender as to the effectiveness 1,000,000 and (y) an integral multiple of each Refinancing Amendment. $500,000 in excess thereof. (c) Each of the parties hereto hereby agrees that, upon that this Agreement and the effectiveness of any other Credit Documents may be amended pursuant to a Refinancing Amendment, this Agreement shall be deemed amended without the consent of any other Lenders, to the extent (but only to the extent) necessary or advisable to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto and (including any amendments necessary ii) make such other changes to treat this Agreement and the Loans other LoanCredit Documents consistent with the provisions and Commitments subject thereto as Other Refinancing Loans and/or Other Refinancing Commitments). Any Refinancing Amendment may, intent of the third paragraph of Section 10.01 (without the consent of any other Lenders, the Required Lenders called for therein) and (iii) effect such other amendments to this Agreement and the other Loan Credit 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 2.28. 2.25, and the Required Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment. (d) This Section 2.28 2.25 shall supersede any provisions in Sections 2.21 Section 2.16 or 10.2 10.05 to the contrary.

Refinancing Amendment. At any time after the Closing Date, the (a) Any Borrower may obtainfrom time to time, pursuant to the provisions of this Section 2.26, obtain from any Lender or any Refinancing Lender, Credit Agreement Refinancing Indebtedness in respect of all or any a portion of the Loans or Revolving and Commitments of any Class then outstanding under this Agreement (which for purposes of this Section 2.28 will be deemed to include any then outstanding Other Refinancing Term Loans, Other Refinancing Revolving Commitments, Incremental Term Loans, Incremental Revolving Commitments, Extended Term Loans or Extended Revolving Commitments), in the form of Other Refinancing Loans or Other Refinancing Commitments Commitments, in each case case, pursuant to a Refinancing Amendment; provided that such Credit Agreement Refinancing Indebtedness (i) will rank pari passu or junior in right of payment and of security with the other Loans and Commitments hereunder and hereunder; (ii) will have such pricing, premiums and optional prepayment or redemption terms as may be agreed by the applicable Borrower and the Lenders thereof. Any Other Refinancing Loans or Other Refinancing Commitments, as applicable, ; and (iii) may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments hereunder, as specified in the applicable Refinancing Amendment. . (b) The effectiveness of any Refinancing Amendment shall be subject to the satisfaction or waiver on the date thereof of each of the conditions set forth in Section 3.2 3.02 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (a) legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Section 3.1 and (b) customary legal opinions reasonably acceptable to the Administrative Agent3.01. Each issuance of Any Credit Agreement Refinancing Indebtedness incurred under this Section 2.28 2.26 shall be in an aggregate principal amount that is not less than $25,000,000. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary or advisable to reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Refinancing Loans and/or Other Refinancing Commitments). 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 BorrowerBorrower Representative, to effect the provisions of this Section 2.282.26. This Section 2.28 2.26 shall supersede any provisions in Sections 2.21 Section 2.17 or 10.2 10.05 to the contrary.

Refinancing Amendment. At any time after the Closing Date, the Borrower may obtain, from any Lender or any Refinancing Lender, Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Loans or Revolving Commitments then outstanding under this Agreement (which for purposes of this Section 2.28 will be deemed to include any then outstanding Other Refinancing Term Loans, Other Refinancing Revolving Commitments, Incremental Term Loans, Incremental Revolving Commitments, Extended Term Loans or Extended Revolving Commitments), in the form of Other Refinancing Loans or Other Refinancing Commitments in each case pursuant to a Refinancing Amendment; provided that such Credit Agreement Refinancing Indebtedness (i) will rank pari passu or junior in right of payment and of security with the other Loans and Commitments hereunder and (ii) will have such pricing, premiums and optional prepayment or redemption terms as may be agreed by the Borrower and the Lenders thereof. Any Other Refinancing Loans or Other Refinancing Commitments, as applicable, may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments hereunder, as specified in the applicable Refinancing Amendment. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction or waiver on the date thereof of each of the conditions set forth in Section 3.2 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (a) board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Section 3.1 and (b) customary legal opinions reasonably acceptable to the Administrative Agent. Each issuance of Credit Agreement Refinancing Indebtedness incurred under this Section 2.28 shall be in an aggregate principal amount that is not less than $25,000,000. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary or advisable to reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Refinancing Loans and/or Other Refinancing Commitments). 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 2.28. This Section 2.28 shall supersede any provisions in Sections 2.21 or 10.2 to the contrary.treat

Refinancing Amendment. At any time after the Closing Restatement Effective Date, the Borrower Borrowers may obtain, from any Lender or any Refinancing Lender, Credit Agreement Refinancing Indebtedness in respect of all or any portion of the any Class of Loans or Revolving Commitments of such Borrowers then outstanding under this Agreement (which for purposes of this Section 2.28 2.25 will be deemed to include any then outstanding Other Refinancing Term Loans, Other Refinancing Revolving Commitments, Incremental Term Loans, Incremental Revolving Commitments, Extended Term Loans or Extended Revolving Commitments), in the form of Other Refinancing Loans or Other Refinancing Commitments in each case pursuant to a Refinancing Amendment; provided that such Credit Agreement Refinancing Indebtedness (i) will rank pari passu or junior in right of payment and of security with the other Loans and Commitments hereunder and hereunder; provided that, if such Credit Agreement Refinancing Indebtedness ranks junior in right of security with any other Loans or Commitments hereunder, such Credit Agreement Refinancing Indebtedness will be subject to the terms of an Approved Intercreditor Agreement, (ii) will have such pricing, premiums and optional prepayment or redemption terms as may be agreed by the Borrower and the Lenders thereof; (iii) will have a maturity date no earlier than, and will have a Weighted Average Life to Maturity equal to or greater than, the Loans or Commitments being refinanced (other than such Credit Agreement Refinancing Indebtedness incurred under the Inside Maturity Basket) and (iv) will have terms and conditions that are substantially identical to, or (taken as a whole) are no more favorable to the lenders or holders providing such Credit Agreement Refinancing Indebtedness than those applicable to the Loans or Commitments being refinanced; provided, further, that the terms and conditions applicable to such Credit Agreement Refinancing Indebtedness may provide for any additional or different financial or other covenants or other provisions that are agreed between the applicable Borrower and the Lenders thereof and applicable only during periods after the Latest Maturity Date that is in effect on the date such Credit Agreement Refinancing Indebtedness is issued, incurred or obtained. Any Other Refinancing Loans or Other Refinancing Commitments, as applicable, may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments hereunder, as specified in the applicable Refinancing Amendment. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction or waiver on the date thereof of each of the conditions set forth in Section 3.2 4.02 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (a) legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements generally consistent with those delivered on the Closing Restatement Effective Date under Section 3.1 pursuant to Sections 4.01(b) and (bf) customary (other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably acceptable satisfactory to the Administrative Agent). Each issuance of Credit Agreement Refinancing Indebtedness incurred under this Section 2.28 2.25 shall be in an aggregate principal amount that is not less than $25,000,000100,000,000. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary or advisable to reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Refinancing Loans and/or Other Refinancing Commitments). 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 BorrowerBorrowers, to effect the provisions of this Section 2.282.25. This Section 2.28 2.25 shall supersede any provisions in Sections 2.21 Section 2.18 or 10.2 9.02 to the contrary.

Refinancing Amendment. At any time after the Closing Date, the Borrower may obtain, from any Lender or any Refinancing Lender, Credit Agreement Refinancing Indebtedness Commitments in respect of all or any portion of the Refinancing Term Loans or and Refinancing Revolving Commitments then outstanding shall become additional Commitments under this Agreement (which for purposes of this Section 2.28 will be deemed to include any then outstanding Other Refinancing Term Loans, Other Refinancing Revolving Commitments, Incremental Term Loans, Incremental Revolving Commitments, Extended Term Loans or Extended Revolving Commitments), in the form of Other Refinancing Loans or Other Refinancing Commitments in each case pursuant to an amendment (a “Refinancing Amendment; provided that such Credit ”) to this Agreement Refinancing Indebtedness (i) will rank pari passu or junior in right of payment and of security with and, as appropriate, the other Loans and Commitments hereunder and (ii) will have such pricingCredit Documents, premiums and optional prepayment or redemption terms as may be agreed executed by the Borrower Borrower, each Refinancing Lender providing such Commitments and the Lenders thereof. Any Other Refinancing Loans or Other Refinancing Commitments, as applicable, may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments hereunder, as specified in the applicable Refinancing Amendment. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction or waiver on the date thereof of each of the conditions set forth in Section 3.2 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (a) board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Section 3.1 and (b) customary legal opinions reasonably acceptable to the Administrative Agent. Each issuance of Credit Agreement Refinancing Indebtedness incurred under this Section 2.28 shall be in an aggregate principal amount that is not less than $25,000,000. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary or advisable to reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Refinancing Loans and/or Other Refinancing Commitments). Any Refinancing Amendment may, without the consent of any other LendersCredit Party, Agent or Lender, effect such amendments to this Agreement and the other Loan Credit 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 2.28. This Section 2.28 shall supersede 2.21, including, if applicable, amendments as deemed necessary by the Administrative Agent in its reasonable judgment to effect (i) any provisions in Sections 2.21 or 10.2 lien subordination and associated rights of the applicable Lenders to the contraryextent any Refinancing Loans are to rank junior in right of security and (ii) that any Previously Absent Financial Maintenance Covenant does not benefit any Term Loan hereunder. The Borrower will use the proceeds, if any, of the Refinancing Term Loans and Refinancing Revolving Commitments in exchange for, or to extend, renew, replace, repurchase, retire or refinance, and shall permanently terminate applicable commitments under, substantially concurrently, the applicable Refinanced Debt. At the request of the Administrative Agent, the Borrower shall deliver a certificate of an Authorized Officer of the Borrower, certifying that the conditions and requirements with respect to such Refinancing Commitments and/or Refinancing Loans set forth in this Section 2.21 have been met and such Refinancing Amendment is authorized under this Section 2.21.

Refinancing Amendment. At any time after the Closing Date, the Borrower may obtain, from any Lender or any Refinancing Lender, Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Loans or Revolving Commitments then outstanding under this Agreement (which for purposes of this Section 2.28 2.22 will be deemed to include any then outstanding Other Refinancing Term Loans, Other Refinancing Revolving Commitments, Incremental Term Loans, Incremental Revolving Term Loan Commitments, Extended Term Loans or Extended Revolving Commitments), in the form of Other Refinancing Loans or Other Refinancing Commitments in each case pursuant to a Refinancing Amendment; provided that such Credit Agreement Refinancing Indebtedness (i) will rank pari passu or junior in right of payment and of security with the other Loans and Commitments hereunder and (ii) will have such pricing, premiums and optional prepayment or redemption terms as may be agreed by the Borrower and the Lenders thereof. Any Other Refinancing Loans or Other Refinancing Commitments, as applicable, may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments hereunder, as specified in the applicable Refinancing Amendment. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction or waiver on the date thereof of each of the conditions set forth in Section 3.2 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (a) board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Section 3.1 and (b) customary legal opinions reasonably acceptable to the Administrative Agent. Each issuance of Credit Agreement Refinancing Indebtedness incurred under this Section 2.28 2.22 shall be in an aggregate principal amount that is not less than $25,000,00050,000,000. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary or advisable to reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Refinancing Loans and/or Other Refinancing Commitments). 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 2.282.22. This Section 2.28 2.22 shall supersede any provisions in Sections 2.21 2.12, 11.1 or 10.2 11.9 to the contrary.

Refinancing Amendment. At any time after the Closing Amendment Effective Date, the Borrower may obtain, from any Lender or any Refinancing Additional Lender, Credit Agreement Refinancing Indebtedness in the form of (i) Other Term Loans or Other Term Commitments in respect of all or any portion of the any Class of Term Loans or Revolving Commitments then outstanding under this Agreement (which for purposes of this Section 2.28 clause (i) will be deemed to include any then outstanding Other Refinancing Term Loans, Other Refinancing Revolving Commitments, Incremental Term Loans, Incremental Revolving Commitments, Extended Term Loans or Extended Revolving Commitments), (ii) Other Revolving Credit Commitments in respect of all or any portion of any Class of Revolving Loans (and the form unused Revolving Credit Commitments with respect to such Class of Revolving Loans) then outstanding under this Agreement (which for purposes of this clause (ii) will be deemed to include any then outstanding Other Refinancing Loans Revolving Credit Commitments or Other Refinancing Commitments Revolving Loans), in each case pursuant to a Refinancing AmendmentAmendment or (iii) Permitted Senior Notes; provided that such Credit Agreement Refinancing Indebtedness (iA) will rank pari passu if secured, (x) shall contain security agreements relating to such Credit Agreement Refinancing Indebtedness that are substantially the same as the Collateral Documents (with such differences as are reasonably satisfactory to the Administrative Agent) and an agent or junior in right representative acting on behalf of payment and the holders of security with such Indebtedness shall have become party to the other Loans and Commitments hereunder Intercreditor Agreement that is satisfactory to the Administrative Agent and (iiy) such Credit Agreement Refinancing Indebtedness shall not be secured by any property or assets of the Borrower or any Subsidiary other than the Collateral, (B) will have such pricing, premiums fees (including upfront fees and OID) and optional prepayment or redemption terms as may be agreed by the Borrower and the Lenders thereof. Any , (C) (x) with respect to any Other Refinancing Revolving Loans or Other Refinancing Revolving Credit Commitments, will have a maturity date that is not prior to the maturity date with respect to the Class of Revolving Credit Commitments being refinanced and (y) with respect to any Other Term Loans or Other Term Commitments, will have a maturity date that is not prior to the maturity date of the Class of Term Loans being refinanced, and will have a Weighted Average Life to Maturity that is not shorter than the remaining Weighted Average Life to Maturity of the Class of Term Loans being refinanced and (D) except as applicableotherwise permitted herein, may participate on will have terms and conditions taken as a pro rata basis whole that are substantially identical to, or on a less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments hereunderno more favorable to the lenders providing such Credit Agreement Refinancing Indebtedness than, as specified in the applicable Refinancing AmendmentRefinanced Debt unless reasonably satisfactory to the Administrative Agent. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction or waiver on the date thereof of each of the conditions set forth in Section 3.2 the Refinancing Amendment and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (a) legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Amendment Effective Date under Section 3.1 and 4.01 (b) customary other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably acceptable satisfactory to the Administrative Agent). Each issuance Class of Credit Agreement Refinancing Indebtedness incurred under this Section 2.28 2.17 shall be in an aggregate principal amount that is (x) not less than $25,000,00010,000,000 in the case of Other Term Loans or $25,000,000 in the case of Other Revolving Credit Commitments or Other Revolving Loans and (y) an integral multiple of $1,000,000 in excess thereof. Any Refinancing Amendment may provide for the issuance of Letters of Credit for the account of the Borrower, or the provision to the Borrower of Swing Line Loans, pursuant to any Other Revolving Credit Commitments established thereby, in each case on terms substantially equivalent to the terms applicable to Letters of Credit and Swing Line Loans under the Revolving Credit Commitments. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary or advisable to reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Refinancing Loans Term Loans, Other Revolving Loans, Other Revolving Credit Commitments and/or Other Refinancing Term Commitments). 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 2.282.17. This Section 2.28 In addition, if so provided in the relevant Refinancing Amendment and with the consent of each L/C Issuer or each Swing Line Lender, as applicable, participations in Letters of Credit or Swing Line Loans, as applicable, expiring on or after the maturity date for the Revolving Facility shall supersede any provisions be reallocated from Lenders holding Revolving Credit Commitments to Lenders holding extended revolving commitments in Sections 2.21 or 10.2 accordance with the terms of such Refinancing Amendment; provided, however, that such participation interests shall, upon receipt thereof by the relevant Lenders holding Revolving Commitments, be deemed to be participation interests in respect of such Revolving Credit Commitments and the contraryterms of such participation interests (including the commission applicable thereto) shall be adjusted accordingly.

Refinancing Amendment. At any time after the Closing Effective Date, the Borrower may obtain, from any Lender or any Refinancing Lender, Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Loans or Revolving Commitments then outstanding under this Agreement (which for purposes of this Section 2.28 2.25 will be deemed to include any then outstanding Other Refinancing Term Loans, Other Refinancing Revolving Commitments, Incremental Term Loans, Incremental Revolving Commitments, Extended Term Loans or Extended Revolving Commitments), in the form of Other Refinancing Loans or Other Refinancing Commitments in each case pursuant to a Refinancing Amendment; provided that such Credit Agreement Refinancing Indebtedness (i) will rank pari passu or junior in right of payment and of security with the other Loans and Commitments hereunder and hereunder, (ii) will have such pricing, premiums and optional prepayment or redemption terms as may be agreed by the Borrower and the Lenders thereof; (iii) will have a later maturity date than, and will have a Weighted Average Life to Maturity equal to or greater than, the Loans or Commitments being refinanced and (iv) will have terms and conditions that are substantially identical to, or (taken as a whole) are no more favorable to the lenders or holders providing such Credit Agreement Refinancing Indebtedness than those applicable to the Loans or Commitments being refinanced; provided, further, that the terms and conditions applicable to such Credit Agreement Refinancing Indebtedness may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrower and the Lenders thereof and applicable only during periods after the latest Maturity Date that is in effect on the date such Credit Agreement Refinancing Indebtedness is issued, incurred or obtained. Any Other Refinancing Loans or Other Refinancing Commitments, as applicable, may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments hereunder, as specified in the applicable Refinancing Amendment. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction or waiver on the date thereof of each of the conditions set forth in Section 3.2 4.02 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (a) legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Effective Date under Section 3.1 and 4.01 (b) customary other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably acceptable satisfactory to the Administrative Agent). Each issuance of Credit Agreement Refinancing Indebtedness incurred under this Section 2.28 2.25 shall be in an aggregate principal amount that is not less than $25,000,000100,000,000. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary or advisable to reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Refinancing Loans and/or Other Refinancing Commitments). 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 2.282.25. This Section 2.28 2.25 shall supersede any provisions in Sections 2.21 Section 2.18 or 10.2 9.02 to the contrary.

Refinancing Amendment. At any time after the Closing Restatement Effective Date, the Borrower may obtain, from any Lender or any Refinancing Lender, Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Loans or Revolving Commitments then outstanding under this Agreement (which for purposes of this Section 2.28 2.25 will be deemed to include any then outstanding Other Refinancing Term Loans, Other Refinancing Revolving Commitments, Incremental Term Loans, Incremental Revolving Commitments, Extended Term Loans or Extended Revolving Commitments), in the form of Other Refinancing Loans or Other Refinancing Commitments in each case pursuant to a Refinancing Amendment; provided that such Credit Agreement Refinancing Indebtedness (i) will rank pari passu or junior in right of payment and of security with the other Loans and Commitments hereunder and hereunder, (ii) will have such pricing, premiums and optional prepayment or redemption terms as may be agreed by the Borrower and the Lenders thereof; (iii) will have a later maturity date than, and will have a Weighted Average Life to Maturity equal to or greater than, the Loans or Commitments being refinanced and (iv) will have terms and conditions that are substantially identical to, or (taken as a whole) are no more favorable to the lenders or holders providing such Credit Agreement Refinancing Indebtedness than those applicable to the Loans or Commitments being refinanced; provided, further, that the terms and conditions applicable to such Credit Agreement Refinancing Indebtedness may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrower and the Lenders thereof and applicable only during periods after the Latest Maturity Date that is in effect on the date such Credit Agreement Refinancing Indebtedness is issued, incurred or obtained. Any Other Refinancing Loans or Other Refinancing Commitments, as applicable, may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments hereunder, as specified in the applicable Refinancing Amendment. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction or waiver on the date thereof of each of the conditions set forth in Section 3.2 4.02 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (a) legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Original Effective Date under pursuant to Section 3.1 and 4.01 of the Existing Credit Agreement (b) customary other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably acceptable satisfactory to the Administrative Agent). Each issuance of Credit Agreement Refinancing Indebtedness incurred under this Section 2.28 2.25 shall be in an aggregate principal amount that is not less than $25,000,000100,000,000. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary or advisable to reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Refinancing Loans and/or Other Refinancing Commitments). 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 2.282.25. This Section 2.28 2.25 shall supersede any provisions in Sections 2.21 Section 2.18 or 10.2 9.02 to the contrary.

Refinancing Amendment. At any time after the Closing Dateand from time to time, the Borrower may obtain, from any Lender or any Refinancing Additional Lender, Credit Agreement Refinancing Indebtedness in respect of all exchange for or any portion of to extend, renew, replace or refinance the Revolving Loans or Revolving Commitments then outstanding under this Agreement (which for purposes of this Section 2.28 will be deemed to include any then outstanding Other Refinancing Term Loans, Other Refinancing Revolving Commitments, Incremental Term Loans, Incremental Revolving Commitments, Extended and/or the Term Loans in whole or Extended Revolving Commitments)in part, in the form of Other Refinancing Loans or Other Refinancing Commitments in each case case, pursuant to a Refinancing Amendment; provided that such , which Credit Agreement Refinancing Indebtedness may, at the election of the Borrower, take the form of new Term Loans (ithe “Other Term Loans”) will rank pari passu or junior in right of payment and of security new Revolving Loans (the “Other Revolving Loans”, together with the other Loans and Commitments hereunder and (iiOther Term Loans, the “Other Loans”) will have such pricing, premiums and optional prepayment or redemption terms as may under an additional Facility hereunder; provided that there shall be agreed by the Borrower and the Lenders thereofno obligors in respect of any Credit Agreement Refinancing Indebtedness that are not Loan Parties. Any Other Refinancing Loans or Other Refinancing Commitments, as applicable, may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments hereunder, as specified in the applicable Refinancing AmendmentAmendment (provided that if the Lenders or Additional Lenders providing such Credit Agreement Refinancing Indebtedness have the ability to decline mandatory prepayments, any such mandatory prepayment that is not accepted by such Lenders or Additional Lenders shall be applied, subject to the right of any applicable Lender to decline mandatory prepayments (if any), to the non-refinanced Loans of the Class being refinanced). The effectiveness of any Refinancing Amendment shall be subject to the satisfaction or waiver on the date thereof of each of the conditions set forth in Section 3.2 and4.02 (including, solely to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (a) customary legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Sections 4.01 and 4.02 or thereafter under Section 3.1 and 5.17 (b) customary other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably acceptable satisfactory to the Administrative Agent)). Each issuance incurrence of Credit Agreement Refinancing Indebtedness incurred under this Section 2.28 2.25 shall be in an aggregate principal amount that is of not less than $25,000,000U.S.$5,000,000. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall may be deemed amended to the extent (but only to the extent) necessary or advisable to reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Refinancing Loans and/or Other Refinancing CommitmentsLoans). Any Refinancing Amendment may, without the consent of any person other Lendersthan the Administrative Agent, the Borrower and the Lenders or Additional Lenders providing the applicable Credit Agreement Refinancing Indebtedness (and, if the subject of such Refinancing Amendment is Other Revolving Loans, the Issuing Bank and the Swingline Lender, as applicable), 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 2.282.25. This Section 2.28 2.25 shall supersede any provisions in Sections 2.21 or 10.2 Section 9.08 to the contrary. It is understood that (a) any Lender approached to provide all or a portion of Credit Agreement Refinancing Indebtedness may elect or decline, in its sole discretion, to provide such Credit Agreement Refinancing Indebtedness (it being understood that there is no obligation to approach any existing Lenders to provide any such commitment to provide Other Loans) and (b) the Administrative Agent, the Swingline Lender and each Issuing Bank shall have consented (such consent not to be unreasonably withheld, delayed or conditioned) to such person’s providing such Credit Agreement Refinancing Indebtedness if such consent would be required under Section 9.04 for an assignment of Loans of the same Class as such Credit Agreement Refinancing Indebtedness to such person.

Refinancing Amendment. At any time after the Closing Date, the Borrower may obtain, from any Lender or any Refinancing Lender, Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Loans or Revolving Commitments then outstanding under this Agreement (which for purposes of this Section 2.28 2.20 will be deemed to include any then outstanding Other Refinancing Term Loans, Other Refinancing Revolving Term Loan Commitments, Loans and Commitment under Incremental Facilities or Extended Term Loans, Incremental Revolving Commitments, Extended Term Loans or Extended Revolving Commitments), in the form of Other Refinancing Term Loans or Other Refinancing Term Loan Commitments in each case pursuant to a Refinancing Amendment; provided that such Credit Agreement Refinancing Indebtedness (i) will rank pari passu or junior in right of payment and of security with the other Loans and Commitments hereunder and (ii) will have such pricing, premiums and optional prepayment or redemption terms as may be agreed by the Borrower and the Lenders thereof. Any Other Refinancing Term Loans or Other Refinancing Term Loan Commitments, as applicable, may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments hereunder, as specified in the applicable Refinancing Amendment. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction or waiver on the date thereof of each of the conditions set forth in Section 3.2 4.02 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (a) board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Section 3.1 4.01 and (b) customary legal opinions reasonably acceptable to the Administrative Agent. Each issuance of Credit Agreement Refinancing Indebtedness incurred under this Section 2.28 2.20 shall be in an aggregate principal amount that is not less than $25,000,000100,000,000. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary or advisable to reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Refinancing Term Loans and/or Other Refinancing Term Loan Commitments). 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 2.28. This Section 2.28 shall supersede any provisions in Sections 2.21 or 10.2 to the contrary2.20.

Refinancing Amendment. At any time after Without limiting the Closing Dateprovisions of Section 7.02(o) and the other terms of this Agreement permitting Credit Agreement Refinancing Indebtedness to be incurred outside of this Agreement, the Borrower may may, with the consent of the Administrative Agent (not to be unreasonably withheld), obtain, from any Lender or any Refinancing Lenderother bank, financial institution or other institutional lender or investor that would be an Eligible Assignee, Credit Agreement Refinancing Indebtedness in respect the form of term loans, to refinance all or any portion of the Loans or Revolving Commitments then outstanding under this Agreement (which for purposes of this Section 2.28 will be deemed to include any then outstanding Other Refinancing Term Loanshereunder, Other Refinancing Revolving Commitments, Incremental Term Loans, Incremental Revolving Commitments, Extended Term Loans or Extended Revolving Commitments), in the form of Other Refinancing Loans or Other Refinancing Commitments in each case pursuant to a Refinancing Amendment; provided that (i) such Credit Agreement Refinancing Indebtedness (i) will rank pari passu or junior in right of payment and of security with the other Loans and Commitments hereunder and (ii) will have such pricing, fees (including upfront fees and OID), optional prepayment terms, redemption premiums and optional prepayment or redemption subordination terms as may be agreed by the Borrower and the Lenders lenders thereof. Any Other , (ii) such Credit Agreement Refinancing Indebtedness, will have a maturity date that is not prior to the maturity date of the class of Term Loans being refinanced, and will have a weighted average life to maturity that is not shorter than the remaining weighted average life to maturity of the class of Term Loans being refinanced, (iii) such Credit Agreement Refinancing Indebtedness (unless it consists of amortizing term loans of the type commonly referred to as “term loan A,” which may be subject to more restrictive terms and conditions) will have terms and conditions (excluding, for the avoidance of doubt, pricing, rate floors, discounts, fees and optional prepayment or Other redemption terms) that are either substantially identical to or, taken as a whole, not materially more restrictive than, the terms of this Agreement (as reasonably determined by the Borrower) unless such more restrictive term or condition applies only after the Latest Maturity Date in effect immediately prior to the incurrence of such Credit Agreement Refinancing CommitmentsIndebtedness or the Administrative Agent and the Borrower shall amend the provisions of this Agreement to provide for such more restrictive term or condition to apply to the Loans hereunder (which amendment may be effected by the Administrative Agent and the Borrower without the consent of any other Lender), as applicable(iv) the interest rate margins applicable to such Credit Refinancing Indebtedness shall be agreed between the Borrower and the investors thereunder, may participate (v) without limiting the provisions of Section 7.02(o) and the other terms of this agreement permitting Credit Agreement Refinancing Indebtedness to be incurred outside of this Agreement, such Credit Agreement Refinancing Indebtedness incurred pursuant to a Refinancing Amendment shall (A) rank pari passu in right of payment to the other Loans outstanding; (B) shall be Guaranteed by the Loan Parties; and (C) shall be secured by the Collateral on a pro rata an equal and ratable basis or on a less than pro rata basis with the Obligations pursuant to the Collateral Documents and (but not on a greater than pro rata basisvi) such Credit Agreement Refinancing Indebtedness shall share ratably in any voluntary prepayments pursuant to Section 2.03 (or mandatory prepayments hereunder, as specified in otherwise provide for more favorable prepayment treatment for the applicable Refinancing Amendmentthen outstanding Term Facility). The effectiveness of any Refinancing Amendment shall be subject to the satisfaction or waiver on the date thereof of each of the conditions set forth in Section 3.2 and4.024.02, and to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (a) legal opinions, board resolutions, officers’ certificates and/or reaffirmation of agreements consistent with those delivered on the Closing Date under Section 3.1 and (b) customary legal opinions reasonably acceptable it being understood that all references to “the date of such Credit Event” or similar language in such Sections shall be deemed to refer to the Administrative Agenteffective date of such Refinancing Amendment). Each issuance class of Credit Agreement Refinancing Indebtedness incurred under this Section 2.28 2.13 2.13 shall be in an aggregate principal amount that is not less than $25,000,00025,000,000 and an integral multiple of $5,000,000 in excess thereof (or such lesser amounts as the Administrative Agent may agree). The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary or advisable to reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat any Credit Agreement Refinancing Indebtedness in the form of loans as Loans and Commitments subject thereto as Other Refinancing Loans and/or Other Refinancing Commitmentshereunder). 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 2.282.12. This Section 2.28 shall supersede any provisions in Sections 2.21 Section 2.11 or 10.2 10.01 to the contrary.

Refinancing Amendment. (a) At any time after the Closing Date, the Borrower may obtain, from any Lender or any Refinancing Additional Lender, Credit Agreement Refinancing Indebtedness Debt in respect of all or any portion of the any Tranche of Loans or Revolving Commitments then outstanding under this Agreement (which for purposes of this Section 2.28 clause (a) will be deemed to include any then outstanding Other Refinancing Term Loans, Other Refinancing Revolving Commitments, Incremental Term Loans, Incremental Revolving Commitments, Extended Term Loans or Extended Revolving Commitments), ) in the form of Other Refinancing Loans or Other Refinancing Commitments Commitments, in each case pursuant to a Refinancing Amendment; provided that such Credit Agreement Refinancing Indebtedness (i) will rank pari passu or junior in right of payment and of security with the other Loans and Commitments hereunder and (ii) will have such pricing, premiums and optional prepayment or redemption terms as may be agreed by the Borrower and the Lenders thereof. Any Other Refinancing Loans or Other Refinancing Commitments, as applicable, may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments hereunder, as specified in the applicable Refinancing Amendment. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction or waiver on the date thereof of each of the conditions set forth in Section 3.2 7.2 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (a) legal opinions, board resolutions, officers’ certificates and/or or reaffirmation agreements consistent with those delivered on the Closing Date under Section 3.1 and 7.1. (b) customary legal opinions reasonably acceptable to the Administrative Agent. Each issuance of Credit Agreement Refinancing Indebtedness incurred under this Section 2.28 shall be in an aggregate principal amount that is not less than $25,000,000. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary or advisable to reflect the existence and terms of the Credit Agreement Refinancing Indebtedness Debt incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Refinancing Loans and/or or Other Refinancing Commitments). . (c) Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement, any Intercreditor Agreement (or effect a replacement of any Intercreditor 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 2.28. This 2.18. (d) Notwithstanding anything to the contrary in this Agreement, this Section 2.28 2.18 shall supersede any provisions in Sections 2.21 or 10.2 2.8 and 13.12 to the contrarycontrary and the Borrower and the Administrative Agent may amend Section 2.8 to implement any Refinancing Amendment.

Refinancing Amendment. At any time (a) On one or more occasions after the Closing Date, the Borrower Borrowers may obtain, from any Lender or any Additional Lender (provided that no Affiliated Lender may provide Refinancing LenderRevolving Credit Commitments), Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Term Loans and the Revolving Loans (or unused Revolving Commitments Credit Commitments) then outstanding under this Agreement (which for purposes of this Section 2.28 will be deemed to include any then outstanding Other Refinancing Term Loans, Other Refinancing Revolving Commitments, Incremental Term Loans, Incremental Revolving Commitments, Extended Term Loans or Extended Revolving Commitments)Agreement, in the form of Other Refinancing Term Loans, Refinancing Term Commitments, Refinancing Revolving Credit Commitments or Refinancing Revolving Loans or Other Refinancing Commitments in each case incurred under this Agreement pursuant to a Refinancing Amendment; provided that such Credit Agreement Refinancing Indebtedness (i) will rank pari passu or junior in right of payment and of security with the other Loans and Commitments hereunder and (ii) will have such pricing, premiums and optional prepayment or redemption terms as may be agreed by the Borrower and the Lenders thereof. Any Other Refinancing Loans or Other Refinancing Commitments, as applicable, may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments hereunder, as specified in the applicable Refinancing Amendment. The effectiveness of any Refinancing Amendment shall be subject notwithstanding anything to the satisfaction contrary in this Section 2.25 or waiver on otherwise, (1) the date thereof of each of the conditions set forth in Section 3.2 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of borrowing and repayment (aexcept for (A) board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Section 3.1 and payments (b) customary legal opinions reasonably acceptable to the Administrative Agent. Each issuance of Credit Agreement Refinancing Indebtedness incurred under this Section 2.28 2.25(a) shall be in an aggregate principal amount that is (x) not less than $25,000,000. The Administrative Agent shall promptly notify each Lender as to the effectiveness 1,000,000 and (y) an integral multiple of each Refinancing Amendment. $500,000 in excess thereof. (c) Each of the parties hereto hereby agrees that, upon that this Agreement and the effectiveness of any other Credit Documents may be amended pursuant to a Refinancing Amendment, this Agreement shall be deemed amended without the consent of any other Lenders, to the extent (but only to the extent) necessary or advisable to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto and (including any amendments necessary ii) make such other changes to treat this Agreement and the Loans other Credit Documents consistent with the provisions and Commitments subject thereto as Other Refinancing Loans and/or Other Refinancing Commitments). Any Refinancing Amendment may, intent of this Section 2.25 (without the consent of any other the Required Lenders, ) and (iii) effect such other amendments to this Agreement and the other Loan Credit Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the BorrowerBorrowers, to effect the provisions of this Section 2.28. 2.25, and the Required Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment. (d) This Section 2.28 2.25 shall supersede any provisions in Sections 2.21 Section 2.16 or 10.2 10.05 to the contrary. NAI-1539971432v8 AMERICAS 126787728 123 2.26 Extension of Term Loans; Extension of Revolving Loans and Revolving Commitments.

Refinancing Amendment. At any time after the Closing Amendment Effective Date, the Borrower may obtain, from any Lender or any Refinancing New Revolving Lender, Credit Agreement Revolver Refinancing Indebtedness in respect of all or any portion of the Revolving Credit Loans or (and unused Revolving Commitments then outstanding Credit Commitments) under this Agreement (which for purposes of this Section 2.28 2.17(a) will be deemed to include any then outstanding Other Refinancing Term Loans, Revolving Credit Loans and Other Refinancing Revolving Commitments, Incremental Term Loans, Incremental Revolving Commitments, Extended Term Loans or Extended Revolving Credit Commitments), in the form of Other Refinancing Revolving Credit Loans or Other Refinancing Commitments Revolving Credit Commitments, as the case may be, in each case pursuant to a Refinancing Amendment; provided that such Credit Agreement Revolver Refinancing Indebtedness (i) will rank pari passu or junior in right of payment and of security with the other Loans and Commitments hereunder and hereunder, (ii) will have such pricing, premiums pricing and optional prepayment or redemption fee terms as may be agreed by the Borrower and the Lenders thereof. Any Other , (iii) will have a maturity date that is not prior to the maturity date of Revolving Credit Loans (or unused Revolving Credit Commitments) being refinanced and (iv) all other terms of such Revolver Refinancing Indebtedness, if not consistent with the terms of the Revolving Credit Loans (or Other unused Revolving Credit Commitments) being refinanced, (A) will be as agreed between the Borrower and the lenders party to such Refinancing Amendment and (B) other than with respect to pricing and fees, shall not be more restrictive than the terms of the Revolving Credit Loans (or unused Revolving Credit Commitments, as applicable, may participate on a pro rata basis ) being refinanced unless the remaining Lenders under the Revolving Credit Loans (or on a less than pro rata basis unused Revolving Credit Commitments) being partially refinanced also receive the benefit of the more restrictive terms (but not on a greater than pro rata basis) in without any voluntary or mandatory prepayments hereunder, as specified in the applicable Refinancing Amendmentconsent being required). The effectiveness of any Refinancing Amendment shall be subject to the satisfaction or waiver on the date thereof of each of the conditions set forth in Section 3.2 4.02 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (a) legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Amendment Effective Date under Section 3.1 and 4.01 (b) customary other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably acceptable satisfactory to the Administrative Agent). Each issuance Facility of Credit Agreement Revolver Refinancing Indebtedness incurred under this Section 2.28 2.17 shall be in an aggregate principal amount that is not less than $25,000,00025,000,000 and an integral multiple of $1,000,000 in excess thereof. Any Refinancing Amendment may provide for the issuance of Letters of Credit for the account of the Borrower, or the provision to the Borrower of Swing Line Loans, pursuant to any Other Revolving Credit Commitments established thereby, in each case on terms substantially equivalent to the terms applicable to Letters of Credit and Swing Line Loans under the Revolving Credit Commitments. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary or advisable to reflect the existence and terms of the Credit Agreement Revolver Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Refinancing Revolving Credit Loans and/or and Other Refinancing Revolving Credit Commitments). 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 2.282.17(a). This Section 2.28 In addition, if so provided in the relevant Refinancing Amendment and with the consent of each L/C Issuer or each Swing Line Lender, as applicable, participations in Letters of Credit or Swing Line Loans, as applicable, expiring on or after the Maturity Date shall supersede any provisions be reallocated from Lenders holding Revolving Credit Commitments to Lenders holding extended Revolving Credit Commitments in Sections 2.21 or 10.2 accordance with the terms of such Refinancing Amendment; provided, however, that such participation interests shall, upon receipt thereof by the relevant Lenders holding Revolving Commitments, be deemed to be participation interests in respect of such Revolving Commitments and the contraryterms of such participation interests (including, without limitation, the commission applicable thereto) shall be adjusted accordingly.

Refinancing Amendment. At any time after the Closing Date(a) The Borrowers may refinance, the Borrower may obtain, from any Lender replace or any Refinancing Lender, Credit Agreement Refinancing Indebtedness in respect of modify all or any portion of the any tranche or tranches of Term Loans or Revolving Commitments then outstanding under this Agreement (which for purposes of this Section 2.28 will be deemed to include any then outstanding Other Refinancing the “Refinanced Term Loans, Other ”) with Permitted Refinancing Revolving Commitments, Incremental Indebtedness (“Replacement Term Loans, Incremental Revolving Commitments, Extended Term Loans or Extended Revolving Commitments), in the form of Other Refinancing Loans or Other Refinancing Commitments in each case ”) pursuant to a Refinancing Amendment; provided that such Credit Agreement Refinancing Indebtedness that: (i) will rank the obligations in respect of such Replacement Term Loans shall be (1) Obligations under this Agreement and the other Loan Documents (and thus guaranteed on a pari passu or junior in right of payment basis with all the other Obligations under this Agreement and of security the other Loan Documents) and (2) secured by the Collateral but no other property (and secured on a pari passu basis with the other Loans and Commitments hereunder and Liens on the Collateral); (ii) will such Replacement Term Loans may have such pricingpricing (including interest, premiums fees and optional prepayment or redemption premiums) and other economic terms as may be agreed by the Borrower Borrowers and the Lenders thereof. Any Other Refinancing ; (iii) such Replacement Term Loans, subject to clause (ii) above, will have terms and conditions that are either substantially identical to, or, taken as a whole, less favorable to the Lenders providing such Replacement Term Loans than the Refinanced Term Loans provided that the terms and conditions applicable to such Replacement Term Loans may provide for any additional or Other Refinancing Commitmentsdifferent financial or other covenants or other provisions that are agreed between Parent and the Lenders thereof and applicable only during periods after the Latest Maturity Date that is in effect immediately prior to the incurrence of such Replacement Term Loans; and (iv) the proceeds of such Replacement Term Loans shall be applied, as applicablesubstantially concurrently with the incurrence thereof, may participate on a pro rata basis or on a less than pro rata basis to the prepayment of the Refinanced Term Loans. (but not on a greater than pro rata basisb) in any voluntary or mandatory prepayments hereunder, as specified in the applicable Refinancing Amendment. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction or waiver on the date thereof of each of the conditions set forth in Section 3.2 andsubject, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (a) legal opinions, board resolutions, resolutions and officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Section 3.1 and 4.01. (bc) customary legal opinions reasonably acceptable to the Administrative Agent. Each issuance of Credit Agreement Refinancing Indebtedness incurred under this Section 2.28 shall be in an aggregate principal amount that is not less than $25,000,000. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon Upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary or advisable to reflect the existence and terms of the Credit Agreement Refinancing Indebtedness Replacement Term Loans incurred pursuant thereto (including any amendments necessary to treat the Replacement Term Loans and Commitments subject thereto as Other Refinancing “Loans” and “Term Loans” and the Lenders providing such Replacement Terms Loans and/or Other Refinancing Commitmentsas “Lenders”). . (d) Any Refinancing Amendment may, without the consent of any other LendersLenders who are not providing Replacement Term Loans, 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 2.282.24. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. (e) This Section 2.28 2.24 shall supersede any provisions in Sections 2.21 Section 2.14 or 10.2 Section 10.08 to the contrary. (f) For the avoidance of doubt, in connection with the repayment of any Refinanced Term Loans, the Lenders holding such Refinanced Term Loans shall be entitled to payment of any premium payable pursuant to Section 2.10(c) as if such Refinanced Term Loans had been prepaid pursuant to Section 2.10(a), other than to the extent such Lenders accept Replacement Term Loans in exchange for their Refinanced Term Loans.

Refinancing Amendment. At any time after the Closing Date, the Borrower may obtain, from any Lender or any Refinancing Lender, Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Loans or Revolving Commitments then outstanding under this Agreement (which for purposes of this Section 2.28 1.13 will be deemed to include any then outstanding Other Refinancing Term Loans, Other Refinancing Revolving Loan Commitments, Incremental Term Loans, Incremental Revolving Term Loan Commitments, Extended Term Loans or Extended Revolving Commitments), in the form of Other Refinancing Loans or Other Refinancing Commitments in each case pursuant to a Refinancing Amendment; provided that such Credit Agreement Refinancing Indebtedness (i) will rank pari passu or junior in right of payment and of security with the other Loans and Commitments hereunder and (ii) will have such pricing, premiums and optional prepayment or redemption terms as may be agreed by the Borrower and the Lenders thereof. Any Other Refinancing Loans or Other Refinancing Commitments, as applicable, may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments hereunder, as specified in the applicable Refinancing Amendment. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction or waiver on the date thereof of each of the conditions set forth in Section 3.2 2.2 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (a) board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Section 3.1 and (b) customary legal opinions reasonably acceptable to the Administrative Agent. Each issuance of Credit Agreement Refinancing Indebtedness incurred under this Section 2.28 shall be in an aggregate principal amount that is not less than $25,000,000. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary or advisable to reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Refinancing Loans and/or Other Refinancing Commitments). 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 2.28. This Section 2.28 shall supersede any provisions in Sections 2.21 or 10.2 to the contrary.reasonably

Refinancing Amendment. At any time On one or more occasions after the Closing Date, the Borrower Borrowers may obtain, from any Lender or any Additional Lender (provided that no Affiliated Lender may provide Refinancing LenderRevolving Credit Commitments), Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Term Loans and the Revolving Loans (or unused Revolving Commitments Credit Commitments) then outstanding under this Agreement (which for purposes of this Section 2.28 will be deemed to include any then outstanding Other Refinancing Term Loans, Other Refinancing Revolving Commitments, Incremental Term Loans, Incremental Revolving Commitments, Extended Term Loans or Extended Revolving Commitments)Agreement, in the form of Other Refinancing Term Loans, Refinancing Term Commitments, Refinancing Revolving Credit Commitments or Refinancing Revolving Loans or Other Refinancing Commitments in each case incurred under this Agreement pursuant to a Refinancing Amendment; provided that such notwithstanding anything to the contrary in this Section 2.25 or otherwise, (1) the borrowing and repayment (except for (A) payments of interest and fees at different rates on Refinancing Revolving Credit Agreement Commitments (and related outstandings), (B) repayments required upon the Maturity Date of the Refinancing Indebtedness (i) will rank pari passu or junior in right of payment and of security with the other Loans and Revolving Credit Commitments hereunder and (iiC) will have such pricing, premiums repayment made in connection with a permanent repayment and optional prepayment or redemption terms as may termination of commitments (subject to clause (3) below)) of Loans with respect to Refinancing Revolving Credit Commitments after the date of obtaining any Refinancing Revolving Credit Commitments shall be agreed by the Borrower and the Lenders thereof. Any Other Refinancing Loans or Other Refinancing Commitments, as applicable, may participate made on a pro rata basis or with all other Revolving Credit Commitments, (2) Refinancing Revolving Credit Commitment, shall be included as additional Participating Revolving Credit Commitments under the Refinancing Amendment, subject to the consent of the Swing Line Lender and each Issuing Bank, and on the Refinancing Facility Closing Date all Swing Line Loans and Letters of Credit shall be participated on a less than pro rata basis by all Participating Revolving Credit Lenders in accordance with their percentage of the Participating Revolving Credit Commitments existing after giving effect to such Refinancing Amendment, (but not 3) the permanent repayment of Revolving Loans with respect to, and termination of, Refinancing Revolving Credit Commitments after the date of obtaining any Refinancing Revolving Credit Commitments shall be made on a greater than pro rata basis) in any voluntary or mandatory prepayments hereunderbasis with all other Revolving Credit Commitments, as specified in except that the applicable Refinancing Amendment. The effectiveness Borrowers shall be permitted to permanently repay and terminate commitments of any such Class on a better than a pro rata basis as compared to any other Class with a later maturity date than such Class and (4) assignments and participations of Refinancing Amendment Revolving Credit Commitments and Refinancing Revolving Loans shall be governed by the same assignment and participation provisions applicable to Revolving Credit Commitments and Revolving Loans. No Lender shall be obligated to provide any Credit NAI-1537228099v31537241654v2 Agreement Refinancing Indebtedness. Any Affiliated Lender providing Refinancing Term Commitments and Refinancing Term Loans shall be subject to the satisfaction or waiver on the date thereof of each of the conditions same restrictions set forth in Section 3.2 and, 10.06(i) as they would otherwise be subject to the extent reasonably requested with respect to any purchased by the Administrative Agent, receipt by the Administrative Agent or assignment to such Affiliated Lender of (a) board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Section 3.1 and (b) customary legal opinions reasonably acceptable to the Administrative Agent. Each issuance of Credit Agreement Refinancing Indebtedness incurred under this Section 2.28 shall be in an aggregate principal amount that is not less than $25,000,000. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary or advisable to reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Refinancing Loans and/or Other Refinancing Commitments). 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 2.28. This Section 2.28 shall supersede any provisions in Sections 2.21 or 10.2 to the contraryInitial Term Loans.

Refinancing Amendment. At any time after the Closing Amendment and Restatement Effective Date, the Borrower may obtain, from any Lender or any Refinancing Lender, Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Loans or Revolving Commitments then outstanding under this Agreement (which for purposes of this Section 2.28 will be deemed to include any US-DOCS\151470090.12 then outstanding Other Refinancing Term Loans, Other Refinancing Revolving Commitments, Incremental Term Loans, Incremental Revolving Commitments, Extended Term Loans or Extended Revolving Commitments), in the form of Other Refinancing Loans or Other Refinancing Commitments in each case pursuant to a Refinancing Amendment; provided that such Credit Agreement Refinancing Indebtedness (i) will rank pari passu or junior in right of payment and of security with the other Loans and Commitments hereunder and (ii) will have such pricing, premiums and optional prepayment or redemption terms as may be agreed by the Borrower and the Lenders thereof. Any Other Refinancing Loans or Other Refinancing Commitments, as applicable, may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments hereunder, as specified in the applicable Refinancing Amendment. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction or waiver on the date thereof of each of the conditions set forth in Section 3.2 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (a) board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Amendment and Restatement Effective Date under Section 3.1 and (b) customary legal opinions reasonably acceptable to the Administrative Agent. Each issuance of Credit Agreement Refinancing Indebtedness incurred under this Section 2.28 shall be in an aggregate principal amount that is not less than $25,000,00020,000,000. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary or advisable to reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Refinancing Loans and/or Other Refinancing Commitments). 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 2.28. This Section 2.28 shall supersede any provisions in Sections 2.21 or 10.2 to the contrary.

Refinancing Amendment. At any time after Without limiting the Closing Dateprovisions of Section 7.02(o) and the other terms of this Agreement permitting Credit Agreement Refinancing Indebtedness to be incurred outside of this Agreement, the Borrower may may, with the consent of the Administrative Agent (not to be unreasonably withheld), obtain, from any Lender or any Refinancing Lenderother bank, financial institution or other institutional lender or investor that would be an Eligible Assignee, Credit Agreement Refinancing Indebtedness in respect the form of term loans, to refinance all or any portion of the Loans or Revolving Commitments then outstanding under this Agreement (which for purposes of this Section 2.28 will be deemed to include any then outstanding Other Refinancing Term Loanshereunder, Other Refinancing Revolving Commitments, Incremental Term Loans, Incremental Revolving Commitments, Extended Term Loans or Extended Revolving Commitments), in the form of Other Refinancing Loans or Other Refinancing Commitments in each case pursuant to a Refinancing Amendment; provided that (i) such Credit Agreement Refinancing Indebtedness (i) will rank pari passu or junior in right of payment and of security with the other Loans and Commitments hereunder and (ii) will have such pricing, fees (including upfront fees and OID), optional prepayment terms, redemption premiums and optional prepayment or redemption subordination terms as may be agreed by the Borrower and the Lenders lenders thereof. Any Other , (ii) such Credit Agreement Refinancing Indebtedness, will have a maturity date that is not prior to the maturity date of the class of Term Loans being refinanced, and will have a weighted average life to maturity that is not shorter than the remaining weighted average life to maturity of the class of Term Loans being refinanced, (iii) such Credit Agreement Refinancing Indebtedness will have terms and conditions (excluding, for the avoidance of doubt, pricing, rate floors, discounts, fees and optional prepayment or Other redemption terms) that are either substantially identical to or, taken as a whole, not materially more restrictive than, the terms of this Agreement (as reasonably determined by the Borrower) unless such more restrictive term or condition applies only after the Latest Maturity Date in effect immediately prior to the incurrence of such Credit Agreement Refinancing CommitmentsIndebtedness or the Administrative Agent and the Borrower shall amend the provisions of this Agreement to provide for such more restrictive term or condition to apply to the Loans hereunder (which amendment may be effected by the Administrative Agent and the Borrower without the consent of any other Lender), as applicable(iv) the interest rate margins applicable to such Credit Refinancing Indebtedness shall be agreed between the Borrower and the investors thereunder, may participate (v) without limiting the provisions of Section 7.02(o) and the other terms of this agreement permitting Credit Agreement Refinancing Indebtedness to be incurred outside of this Agreement, such Credit Agreement Refinancing Indebtedness incurred pursuant to a Refinancing Amendment shall (A) rank pari passu in right of payment to the other Loans outstanding; (B) shall be Guaranteed by the Loan Parties; and (C) shall be secured by the Collateral on a pro rata an equal and ratable basis or on a less than pro rata basis with the Obligations pursuant to the Collateral Documents and (but not on a greater than pro rata basisvi) such Credit Agreement Refinancing Indebtedness shall share ratably in any voluntary prepayments pursuant to Section 2.03 (or mandatory prepayments hereunder, as specified in the applicable Refinancing Amendmentotherwise provide for more favorable prepayment treatment for theany then outstanding Term Facility). The effectiveness of any Refinancing Amendment shall be subject to the satisfaction or waiver on the date thereof of each of the conditions set forth in Section 3.2 and4.02, and to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (a) legal opinions, board resolutions, officers’ certificates and/or reaffirmation of agreements consistent with those delivered on the Closing Date under Section 3.1 and (b) customary legal opinions reasonably acceptable it being understood that all references to “the date of such Credit Event” or similar language in such Sections shall be deemed to refer to the Administrative Agenteffective date of such Refinancing Amendment). Each issuance class of Credit Agreement Refinancing Indebtedness incurred under this Section 2.28 2.13 shall be in an aggregate principal amount that is not less than $25,000,00025,000,000 and an integral multiple of $5,000,000 in excess thereof (or such lesser amounts as the Administrative Agent may agree). The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary or advisable to reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat any Credit Agreement Refinancing Indebtedness in the form of loans as Loans and Commitments subject thereto as Other Refinancing Loans and/or Other Refinancing Commitmentshereunder). 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 2.282.12. This Section 2.28 shall supersede any provisions in Sections 2.21 Section 2.11 or 10.2 10.01 to the contrary.

Refinancing Amendment. At any time after the Closing Date, the Borrower Borrowers may obtain, from any Lender or any Refinancing Lender, Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Loans or Revolving Commitments of such Borrowers then outstanding under this Agreement (which for purposes of this Section 2.28 2.25 will be deemed to include any then outstanding Other Refinancing Term Loans, Other Refinancing Revolving Commitments, Incremental Term Loans, Incremental Revolving Commitments, Extended Term Loans or Extended Revolving Commitments), in the form of Other Refinancing Loans or Other Refinancing Commitments in each case pursuant to a Refinancing Amendment; provided that such Credit Agreement Refinancing Indebtedness (i) will rank pari passu or junior in right of payment and of security with the other Loans and Commitments hereunder and hereunder; provided that, if such Credit Agreement Refinancing Indebtedness ranks junior in right of security with any other Loans or Commitments hereunder, such Credit Agreement Refinancing Indebtedness will be subject to the terms of an Approved Intercreditor Agreement, (ii) will have such pricing, premiums and optional prepayment or redemption terms as may be agreed by the Borrower and the Lenders thereof; (iii) will have a maturity date no earlier than, and will have a Weighted Average Life to Maturity equal to or greater than, the Loans or Commitments being refinanced and (iv) will have terms and conditions that are substantially identical to, or (taken as a whole) are no more favorable to the lenders or holders providing such Credit Agreement Refinancing Indebtedness than those applicable to the Loans or Commitments being refinanced; provided, further, that the terms and conditions applicable to such Credit Agreement Refinancing Indebtedness may provide for any additional or different financial or other covenants or other provisions that are agreed between the applicable Borrower and the Lenders thereof and applicable only during periods after the Latest Maturity Date that is in effect on the date such Credit Agreement Refinancing Indebtedness is issued, incurred or obtained. Any Other Refinancing Loans or Other Refinancing Commitments, as applicable, may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments hereunder, as specified in the applicable Refinancing Amendment. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction or waiver on the date thereof of each of the conditions set forth in Section 3.2 4.02 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (a) legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements generally consistent with those delivered on the Closing Date under Section 3.1 pursuant to Sections 4.01(b) and (bf) customary (other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably acceptable satisfactory to the Administrative Agent). Each issuance of Credit Agreement Refinancing Indebtedness incurred under this Section 2.28 2.25 shall be in an aggregate principal amount that is not less than $25,000,000100,000,000. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary or advisable to reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Refinancing Loans and/or Other Refinancing Commitments). 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 BorrowerBorrowers, to effect the provisions of this Section 2.282.25. This Section 2.28 2.25 shall supersede any provisions in Sections 2.21 Section 2.18 or 10.2 9.02 to the contrary.

Refinancing Amendment. At any time after the Closing Date, the Borrower may obtain, from any Lender or any Refinancing Lender, Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Loans or Revolving Commitments then outstanding under this Agreement (which for purposes of this Section 2.28 will be deemed to include any then outstanding Other Refinancing Term Loans, Other Refinancing Revolving Commitments, Incremental Term Loans, Incremental Revolving Commitments, Extended Term Loans or Extended Revolving Commitments), in the form of Other Refinancing Loans or Other Refinancing Commitments in each case pursuant to a Refinancing Amendment; provided that such Credit Agreement Refinancing Indebtedness (ia) will rank pari passu or junior in right of payment and of security with the other Loans and Commitments hereunder and (ii) will have such pricing, premiums and optional prepayment or redemption terms as may be agreed by the Borrower and the Lenders thereof. Any Other Refinancing Loans or Other Refinancing Commitments, as applicable, may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments hereunder, as specified in the applicable Refinancing Amendment. The effectiveness of any Refinancing Amendment shall be subject Subject to the satisfaction (or waiver on the date thereof of each in writing) of the conditions set forth in Section 3.2 4(a) hereof, the Credit Agreement is hereby amended as follows: (i) Subject to the terms and conditions set forth herein, each 2018 Refinancing Term Lender severally agrees to make 2018 Refinancing Term Loans available to the Borrowers on the 2018 Refinancing Effective Date in an amount equal to the amount set forth opposite its name on Exhibit A hereto. On the 2018 Refinancing Effective Date, (x) the Refinanced Term Loans will be repaid in full, (y) all outstanding Obligations in respect of the Refinanced Term Loans shall have been repaid in full and (z) each Term Lender that is not also a 2018 Refinancing Term Lender will cease to be a Term Lender. It is understood and agreed that (x) the 2018 Refinancing Term Loans being made pursuant to this Second Amendment shall constitute “Refinancing Term Loans” as defined in the Credit Agreement and pursuant to Section 2.25 of the Credit Agreement and (y) the Refinanced Term Loans being refinanced shall constitute “Refinanced Debt” as defined in the Credit Agreement and pursuant to Section 2.25 of the Credit Agreement. The 2018 Refinancing Term Loans shall be on terms substantially identical to the Refinanced Term Loans (including as to maturity, Guarantors, Collateral (and ranking) and payment priority) or (taken as a whole) not more favorable to the 2018 Refinancing Term Lenders than the terms of the Refinanced Term Loans and such terms are set forth in the Credit Agreement and the other Credit Documents as modified by this Second Amendment (including as to Applicable Margin, fees and call protection). (ii) The Administrative Agent has notified each 2018 Refinancing Term Lender of its allocated 2018 Refinancing Term Commitment, and each 2018 Refinancing Term Lender, by providing its 2018 Refinancing Term Commitment and/or agreeing to the Term Loan Conversions (as defined below), as applicable, has consented to the terms of this Second Amendment and, in the case of any New 2018 Refinancing Term Lender not a party to the Second Amendment, shall become a party to the Credit Agreement (as amended by this Section 2 of this Second Amendment) pursuant to one or more Assignment Agreements. On the 2018 Refinancing Effective Date, all then outstanding Refinanced Term Loans shall be refinanced in full as follows: (A) the outstanding aggregate principal amount of Refinanced Term Loans of each Initial Term Lender which (i) is an existing Initial Term Lender under the Credit Agreement with respect to Refinanced Term Loans immediately prior to giving effect to this Section 2 of this Second Amendment (each, an “Existing Lender”) and (ii) is not a 2018 Converting Lender (a Lender meeting the requirements of the immediately preceding clauses (i) and (ii), each, a “Non-Converting Lender”) shall be repaid in full in cash with respect to its Refinanced Term Loans with the proceeds of the 2018 Refinancing Term Loans; (B) to the extent reasonably requested by any Existing Lender has a 2018 Refinancing Term Commitment that is less than its full outstanding aggregate principal amount of Refinanced Term Loans, such Existing Lender shall be repaid in full in cash in an amount equal to the Administrative Agentdifference between the outstanding aggregate principal amount of Refinanced Term Loans of such Existing Lender and such Existing Lender’s 2018 Refinancing Term Commitment (the “Non-Converting Portion”); (C) the outstanding aggregate principal amount of Refinanced Term Loans of each Existing Lender that has a 2018 Refinancing Term Commitment (each, receipt by a “2018 Converting Lender”) shall automatically be converted into 2018 Refinancing Term Loans (each, a “Converted 2018 Refinancing Term Loan”) in a principal amount equal to such 2018 Converting Lender’s outstanding Refinanced Term Loans less an amount equal to such 2018 Converting Lender’s Non-Converting Portion of such 2018 Converting Lender’s Refinanced Term Loans, if any (the Administrative Agent “Term Loan Conversion”); and (D) (1) each Person that is either a Non-Converting Lender or is not an Existing Lender, in each case, with a 2018 Refinancing Term Commitment (each, a “New 2018 Refinancing Term Lender”) and (2) each 2018 Converting Lender with a 2018 Refinancing Term Commitment in an amount in excess of the outstanding aggregate principal amount of Refinanced Term Loans of such 2018 Converting Lender (aany such difference as to such 2018 Converting Lender, a “New 2018 Refinancing Term Commitment”), agrees to make to the Borrowers a new Term Loan (each, a “New 2018 Refinancing Term Loan” and, collectively, the “New 2018 Refinancing Term Loans” and, together with the Converted 2018 Refinancing Term Loans, the “2018 Refinancing Term Loans”) board resolutionsin a principal amount equal to such New 2018 Refinancing Term Lender’s 2018 Refinancing Term Commitment or such 2018 Converting Lender’s New 2018 Refinancing Term Commitment, officers’ certificates and/or reaffirmation agreements consistent with those delivered as the case may be, on the Closing Date under Section 3.1 and 2018 Refinancing Effective Date. (biii) customary legal opinions reasonably acceptable Each 2018 Refinancing Term Lender hereby agrees to the Administrative Agent. Each issuance of Credit Agreement “fund” its 2018 Refinancing Indebtedness incurred under this Section 2.28 shall be Term Loans in an aggregate principal amount equal to such 2018 Refinancing Term Lender’s 2018 Refinancing Term Commitment as follows: (A) each 2018 Converting Lender shall fund its Converted 2018 Refinancing Term Loans to the Borrowers by converting its then outstanding principal amount of Refinanced Term Loans (other than such 2018 Converting Lender’s Non-Converting Portion, if any) into a Converted 2018 Refinancing Term Loan in an equal principal amount as provided in clause (ii)(C) above; (B) (1) each 2018 Converting Lender with a New 2018 Refinancing Term Commitment shall fund in cash an amount equal to its New 2018 Refinancing Term Commitment to the Designated 2018 Fronting Lender and (2) each New 2018 Refinancing Term Lender that is not less than $25,000,000. The Administrative Agent a party to this Second Amendment shall promptly notify each Lender as fund in cash an amount equal to its 2018 Refinancing Term Commitment to the effectiveness Designated 2018 Fronting Lender; and (C) (1) each New 2018 Refinancing Term Lender that is a party to the Second Amendment shall fund in cash to the Borrowers an amount equal to such New 2018 Refinancing Term Lender’s 2018 Refinancing Term Commitment and (2) the Designated 2018 Fronting Lender shall fund in cash to the Borrowers, on behalf of each 2018 Converting Lender with a New 2018 Refinancing Term Commitment and each New 2018 Refinancing Term Lender that is not a party to this Second Amendment with a 2018 Refinancing Term Commitment an amount equal to (1) in the case of a 2018 Converting Lender, such 2018 Converting Lender’s New 2018 Refinancing Term Commitment or (2) in the case of a New 2018 Refinancing Term Lender that is not a party to this Second Amendment, such New 2018 Refinancing Term Lender’s 2018 Refinancing Term Commitment. (iv) The Converted 2018 Refinancing Term Loans subject to the Term Loan Conversion shall be allocated ratably to the outstanding Borrowings of Refinanced Term Loans (based upon the relative principal amounts of Borrowings of Refinanced Term Loans subject to different Interest Periods immediately prior to giving effect thereto). Each resulting “borrowing” of Converted 2018 Refinancing Term Loans shall constitute a new “Borrowing” under the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Credit Agreement shall and be deemed amended subject to the extent (but only same Interest Period applicable to the extent) necessary or advisable Borrowing of Refinanced Term Loans to reflect which it relates, which Interest Period shall continue in effect until such Interest Period expires and a new Type of Borrowing is selected in accordance with the existence and terms provisions of Section 2.02 of the Credit Agreement Agreement. New 2018 Refinancing Indebtedness Term Loans shall be initially incurred pursuant thereto to a single “borrowing” of LIBOR Rate Loans which shall be allocated to the outstanding “deemed” Borrowing of Converted 2018 Refinancing Term Loans on the 2018 Refinancing Effective Date. Each such “borrowing” of New 2018 Refinancing Term Loans shall (including any amendments necessary i) be added to treat (and made a part of) the related deemed Borrowing of Converted 2018 Refinancing Term Loans and Commitments (ii) be subject thereto as Other to (x) an Interest Period which commences on the 2018 Refinancing Loans and/or Other Refinancing Commitments). Any Refinancing Amendment may, without Effective Date and ends on 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 last day of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.28. This Section 2.28 shall supersede any provisions in Sections 2.21 or 10.2 Interest Period applicable to the contraryrelated deemed Borrowing of Converted 2018 Refinancing Term Loans to which it is added and (y) the same LIBOR Rate applicable to such deemed Borrowing of Converted 2018 Refinancing Term Loans to which it is added.

Refinancing Amendment. (a) At any time after the Closing Date, with the consent of the Administrative Agent (not to be unreasonably withheld or delayed), the Borrower may obtainmay, from any Lender or any Refinancing Lenderby written notice to the Administrative Agent, Credit Agreement Refinancing Indebtedness in respect request the establishment of all or any portion an additional Class of the Loans or Revolving Commitments then outstanding term loan under this Agreement (which for purposes the “Refinancing Term Loan”) to refinance, renew, replace, defease or refund all of this Section 2.28 will be deemed to include any the Term Loans then outstanding Other Refinancing Term Loans, Other Refinancing Revolving Commitments, Incremental Term Loans, Incremental Revolving Commitments, Extended Term Loans or Extended Revolving Commitments(including unpaid accrued interest and premium (if any) thereon), in the form of Other Refinancing Loans or Other Refinancing Commitments in each case pursuant to a Refinancing Amendment; provided that such Credit Agreement Refinancing Indebtedness that: (i) will rank pari passu or junior the Refinancing Term Loan shall be issued in right lieu of payment any Refinancing Notes, and of security with the other Loans and Commitments hereunder and there shall only be no more than one Refinancing Term Loan; (ii) will the Refinancing Term Loan does not mature prior to the Latest Maturity Date or have a shorter weighted average life to maturity than the Initial Term Loan or Incremental Term Loans (if any); (iii) no Subsidiary is a guarantor with respect to the Refinancing Term Loan unless such pricing, premiums Subsidiary is a Guarantor and optional prepayment or redemption terms as may the borrower of the Refinancing Term Loan shall be agreed the Borrower; (iv) the Refinancing Term Loan shall be secured solely by the Borrower and the Lenders thereof. Any Other Refinancing Loans or Other Refinancing CommitmentsCollateral, as applicable, may participate on a pro rata pari passu basis or on a less than pro rata basis with the Loans, pursuant to the Security Documents; (but not on a greater than pro rata basisv) in any voluntary or mandatory prepayments hereunder, as specified in the applicable proceeds of the Refinancing Amendment. The effectiveness of any Refinancing Amendment Term Loan shall be subject applied, concurrently or substantially concurrently with the incurrence thereof, solely to the satisfaction or waiver on the date thereof of each repayment in full of the conditions set forth in Section 3.2 and, to Term Loans (including unpaid accrued interest and premium (if any) thereon); (vi) the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (a) board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Section 3.1 and (b) customary legal opinions reasonably acceptable to the Administrative Agent. Each issuance of Credit Agreement Refinancing Indebtedness incurred under this Section 2.28 Term Loan shall be in an aggregate principal amount not greater than the aggregate principal amount of Term Loans (plus unpaid accrued interest and premium (if any) thereon and any underwriting discounts, commissions and reasonable fees and expenses incurred in connection therewith); (vii) all other terms and conditions applicable to the Refinancing Term Loan (excluding pricing and optional prepayment or redemption terms) shall be substantially identical in all material respects to or less favorable (when taken as a whole) to the Persons providing the Refinancing Term Loan than those applicable to the Initial Term Loan and Incremental Term Loans (except for covenants or other provisions applicable only to periods after the Latest Maturity Date), as certified by the chief financial officer of Holdings in good faith prior to the incurrence of the Refinancing Term Loan; and (viii) no existing Lender shall be required to provide the Refinancing Term Loan. (b) Each such notice shall specify (x) the date on which the Borrower proposes that is the Refinancing Term Loans be made, which shall be a date reasonably acceptable to the Administrative Agent and (y) the identity of the Persons (each of which shall be a Person that would be an Eligible Assignee whom the Borrower proposes would provide the Refinancing Term Loan and the portion of the Refinancing Term Loan to be provided by each such Person. (c) This Section 5.16 shall supersede any provisions in Section 12.2 to the contrary (but shall be in addition to and not less than $25,000,000in lieu of the last paragraph of Section 12.2). The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement Term Loan shall be deemed amended to the extent (but only to the extent) necessary or advisable to reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Refinancing Loans and/or Other Refinancing Commitments). Any documented by a Refinancing Amendment mayexecuted by the Persons providing the Refinancing Term Loans (and the other Persons specified in the definition of Refinancing Amendment but no other existing Lender), without and the consent of any other Lenders, effect Refinancing Amendment may provide for 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 2.285.16. This The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of conditions consistent with the conditions in Section 2.28 shall supersede any provisions 6.1 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) customary legal opinions, board resolutions and officers’ certificates reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Loan Documents as may be reasonably requested by the Administrative Agent in Sections 2.21 order to ensure that such Refinancing Term Loan is provided with the benefit of the applicable Loan Documents. Notwithstanding the foregoing or 10.2 anything in this Agreement to the contrary, if any Refinancing Term Loan is made substantially concurrent or in connection with a Permitted Acquisition, the lenders providing such Refinancing Term Loan may agree that the incurrence of such Refinancing Term Loan shall be subject only to customary “Limited Conditionality Provisions”.

Refinancing Amendment. At any time after the Closing Date, the Borrower may obtain, from any Lender or any Refinancing Lender, Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Loans or Revolving Commitments then outstanding under this Agreement (which for purposes of this Section 2.28 will be deemed to include any then outstanding Other Refinancing Term Loans, Other Refinancing Revolving Commitments, Incremental Term Loans, Incremental Revolving Commitments, Extended Term Loans or Extended US-DOCS\107476819.12 Revolving Commitments), in the form of Other Refinancing Loans or Other Refinancing Commitments in each case pursuant to a Refinancing Amendment; provided that such Credit Agreement Refinancing Indebtedness (i) will rank pari passu or junior in right of payment and of security with the other Loans and Commitments hereunder and (ii) will have such pricing, premiums and optional prepayment or redemption terms as may be agreed by the Borrower and the Lenders thereof. Any Other Refinancing Loans or Other Refinancing Commitments, as applicable, may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments hereunder, as specified in the applicable Refinancing Amendment. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction or waiver on the date thereof of each of the conditions set forth in Section 3.2 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (a) board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Section 3.1 and (b) customary legal opinions reasonably acceptable to the Administrative Agent. Each issuance of Credit Agreement Refinancing Indebtedness incurred under this Section 2.28 shall be in an aggregate principal amount that is not less than $25,000,000. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary or advisable to reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Refinancing Loans and/or Other Refinancing Commitments). 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 2.28. This Section 2.28 shall supersede any provisions in Sections 2.21 or 10.2 to the contrary.

Refinancing Amendment. At any time after the Closing Date, the (a) Any Borrower may obtainfrom time to time, pursuant to the provisions of this Section 2.26, obtain from any Lender or any Refinancing Lender, Credit Agreement Refinancing Indebtedness in respect of all or any a portion of the Loans or Revolving and Commitments of any Class then outstanding under this Agreement (which for purposes of this Section 2.28 will be deemed to include any then outstanding Other Refinancing Term Loans, Other Refinancing Revolving Commitments, Incremental Term Loans, Incremental Revolving Commitments, Extended Term Loans or Extended Revolving Commitments), in the form of Other Refinancing Loans or Other Refinancing Commitments Commitments, in each case case, pursuant to a Refinancing Amendment; provided provided, that such Credit Agreement Refinancing Indebtedness (i) will rank pari passu or junior in right of payment and of security with the other Loans and Commitments hereunder and hereunder; (ii) will have such pricing, premiums and optional prepayment or redemption terms as may be agreed by the applicable Borrower and the Lenders thereof. Any Other Refinancing Loans or Other Refinancing Commitments, as applicable, ; and (iii) may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments hereunder, as specified in the applicable Refinancing Amendment. . (b) The effectiveness of any Refinancing Amendment shall be subject to the satisfaction or waiver on the date thereof of each of the conditions set forth in Section 3.2 3.02 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (a) legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Section 3.1 3.01 and (bSection 5.13, including, without limitation, that the applicable Borrower shall deliver or cause to be delivered the items set forth in Section 5.13(d) customary legal opinions within the timeframes set forth therein and which shall be reasonably acceptable to the Administrative AgentCollateral Agent and each Lender. Each issuance of Any Credit Agreement Refinancing Indebtedness incurred under this Section 2.28 shall be in an aggregate principal amount that is not less than $25,000,000. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary or advisable to reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Refinancing Loans and/or Other Refinancing Commitments). 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 2.28. This Section 2.28 shall supersede any provisions in Sections 2.21 or 10.2 to the contrary.106

Refinancing Amendment. (a) At any time after the Closing Date, the Borrower may obtain, from any Lender or any Refinancing Additional Lender, Credit Agreement Refinancing Indebtedness Debt in respect of (a) all or any portion of the any Tranche of Term Loans or Revolving Commitments then outstanding under this Agreement (which for purposes of this Section 2.28 clause (a) will be deemed to include any then outstanding Other Refinancing Term Loans, ) or (b) all or any portion of the Revolving Loans (or unused Revolving Loan Commitments) under this Agreement (which for purposes of this clause (b) will be deemed to include any then outstanding Other Refinancing Revolving Commitments, Incremental Term Loans, Incremental Revolving Commitments, Extended Term Loans or Extended and Other Revolving Commitments), in the form of (x) Other Refinancing Term Loans or Other Refinancing Term Commitments or (y) Other Revolving Loans or Other Revolving Commitments, as the case may be, in each case pursuant to a Refinancing Amendment; provided that such Credit Agreement Refinancing Indebtedness (i) will rank pari passu or junior in right of payment and of security with the other Loans and Commitments hereunder and (ii) will have such pricing, premiums and optional prepayment or redemption terms as may be agreed by the Borrower and the Lenders thereof. Any Other Refinancing Loans or Other Refinancing Commitments, as applicable, may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments hereunder, as specified in the applicable Refinancing Amendment. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction or waiver on the date thereof of each of the conditions set forth in Section 3.2 7.2 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (a) legal opinions, board resolutions, officers’ certificates and/or or reaffirmation agreements consistent with those delivered on the Closing Date under Section 3.1 7.1. Any Refinancing Amendment may provide for the issuance of Letters of Credit for the account of the Borrower or any Restricted Subsidiary, pursuant to any Other Revolving Commitments established thereby, in each case on terms substantially equivalent to the terms applicable to Letters of Credit under the Revolving Loan Commitments and subject to the approval of the Issuing Lenders. (b) customary legal opinions reasonably acceptable to the Administrative Agent. Each issuance of Credit Agreement Refinancing Indebtedness incurred under this Section 2.28 shall be in an aggregate principal amount that is not less than $25,000,000. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary or advisable to reflect the existence and terms of the Credit Agreement Refinancing Indebtedness Debt incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Refinancing Loans and/or Term Loans, Other Refinancing Revolving Loans, Other Revolving Commitments or Other Term Commitments). . (c) Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement, any Intercreditor Agreement (or effect a replacement of any Intercreditor 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 2.282.18. This In addition, if so provided in the relevant Refinancing Amendment and with the consent of the Issuing Lenders, participations in Letters of Credit expiring on or after the 2018 Revolving Loan Maturity Date shall be reallocated from Lenders holding Revolving Loans Commitments to Lenders holding extended revolving commitments in accordance with the terms of such Refinancing Amendment; provided that such participation interests shall, upon receipt thereof by the relevant Lenders holding revolving commitments, be deemed to be participation interests in respect of such revolving commitments and the terms of such participation interests (including, without limitation, the commission applicable thereto) shall be adjusted accordingly. (d) Notwithstanding anything to the contrary in this Agreement, this Section 2.28 2.18 shall supersede any provisions in Sections 2.21 or 10.2 2.8 and 13.12 to the contrarycontrary and the Borrower and the Administrative Agent may amend Section 2.8 to implement any Refinancing Amendment.

Refinancing Amendment. At any time after Without limiting the Closing Dateprovisions of Section 7.02(o) and the other terms of this Agreement permitting Credit Agreement Refinancing Indebtedness to be incurred outside of this Agreement, the Borrower may may, with the consent of the Administrative Agent (not to be unreasonably withheld), obtain, from any Lender or any Refinancing Lenderother bank, financial institution or other institutional lender or investor that would be an Eligible Assignee, Credit Agreement Refinancing Indebtedness in respect the form of term loans, to refinance all or any portion of the Loans or Revolving Commitments then outstanding under this Agreement (which for purposes of this Section 2.28 will be deemed to include any then outstanding Other Refinancing Term Loanshereunder, Other Refinancing Revolving Commitments, Incremental Term Loans, Incremental Revolving Commitments, Extended Term Loans or Extended Revolving Commitments), in the form of Other Refinancing Loans or Other Refinancing Commitments in each case pursuant to a Refinancing Amendment; provided that (i) such Credit Agreement Refinancing Indebtedness (i) will rank pari passu or junior in right of payment and of security with the other Loans and Commitments hereunder and (ii) will have such pricing, fees (including upfront fees and OID), optional prepayment terms, redemption premiums and optional prepayment or redemption subordination terms as may be agreed by the Borrower and the Lenders lenders thereof. Any Other , (ii) such Credit Agreement Refinancing Indebtedness, will have a maturity date that is not prior to the maturity date of the class of Term Loans being refinanced, and will have a weighted average life to maturity that is not shorter than the remaining weighted average life to maturity of the class of Term Loans being refinanced, (iii) such Credit Agreement Refinancing Indebtedness (unless it consists of amortizing term loans of the type commonly referred to as “term loan A,” which may be subject to more restrictive terms and conditions) will have terms and conditions (excluding, for the avoidance of doubt, pricing, rate floors, discounts, fees and optional prepayment or Other redemption terms), taken as a whole, not more restrictive than the terms of this Agreement (as reasonably determined by the Borrower) unless the Administrative Agent and the Borrower shall amend the provisions of this Agreement to provide for such more restrictive term to apply to the Loans hereunder (which amendment may be effected by the Administrative Agent and the Borrower without the consent of any other Lender), (iv) the interest rate margins applicable to such Credit Refinancing CommitmentsIndebtedness shall be agreed between the Borrower and the investors thereunder, as applicable(v) without limiting the provisions of Section 7.02(o) and the other terms of this agreement permitting Credit Agreement Refinancing Indebtedness to be incurred outside of this Agreement, may participate such Credit Agreement Refinancing Indebtedness incurred pursuant to a Refinancing Amendment shall (A) rank pari passu in right of payment to the other Loans outstanding; (B) shall be Guaranteed by the Loan Parties; and (C) shall be secured by the Collateral on a pro rata an equal and ratable basis or on a less than pro rata basis with the Obligations pursuant to the Collateral Documents and (but not on a greater than pro rata basisvi) such Credit Agreement Refinancing Indebtedness shall share ratably in any voluntary prepayments pursuant to Section 2.03 (or mandatory prepayments hereunder, as specified in otherwise provide for more favorable prepayment treatment for the applicable Refinancing Amendmentthen outstanding Term Facility). The effectiveness of any Refinancing Amendment shall be subject to the satisfaction or waiver on the date thereof of each of the conditions set forth in Section 3.2 and‎4.02, and to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (a) legal opinions, board resolutions, officers’ certificates and/or reaffirmation of agreements consistent with those delivered on the Closing Date under Section 3.1 and (b) customary legal opinions reasonably acceptable it being understood that all references to “the date of such Credit Event” or similar language in such Sections shall be deemed to refer to the Administrative Agenteffective date of such Refinancing Amendment). Each issuance class of Credit Agreement Refinancing Indebtedness incurred under this Section 2.28 ‎2.13 shall be in an aggregate principal amount that is not less than $25,000,00025,000,000 and an integral multiple of $5,000,000 in excess thereof (or such lesser amounts as the Administrative Agent may agree). The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary or advisable to reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat any Credit Agreement Refinancing Indebtedness in the form of loans as Loans and Commitments subject thereto as Other Refinancing Loans and/or Other Refinancing Commitmentshereunder). 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 2.282.12. This Section 2.28 shall supersede any provisions in Sections 2.21 Section 2.11 or 10.2 10.01 to the contrary.