Common use of Refinancing Facility Clause in Contracts

Refinancing Facility. (a) Subject to the provisions of this Clause 2.4 (Refinancing Facility), the Obligors’ Agent may at any time and from time to time following the Refinancing Closing Date by giving not less than three (3) Business Days' notice (or such shorter period as may be agreed between the Obligors’ Agent and the Agent), incur indebtedness for the purposes of any refinancing, exchange or other replacement of all or any part of the Facilities including any Additional Facility (and of any refinancing thereof from time to time) (and all fees, costs, expenses, prepayment premium and similar incurred in connection with such refinancing, exchange or replacement) from time to time (a Refinancing) and the Obligors’ Agent may confirm that one or more Lenders or any other person or persons has agreed to commit to a Refinancing Facility (as defined below) by delivery of a notice to the Agent (such notice complying with paragraphs (c) and (f) below, being an Refinancing Facility Notice). (b) A Refinancing may comprise: (i) the introduction of an additional term loan facility into the Finance Documents (each a Refinancing Term Facility); (ii) the introduction of an additional revolving credit facility (which may be made available as Loans, Letters of Credit and/or Ancillary Facilities) into the Finance Documents (each a Refinancing Revolving Facility, together with the Refinancing Term Facility, each a Refinancing Facility). (c) Each Refinancing Facility Notice delivered by the Obligors’ Agent pursuant to paragraph (a) above shall be irrevocable and will not be regarded as being duly completed unless it specifies in relation to the proposed Refinancing Facility: (i) the amount of the Refinancing Term Facility Commitment and/or Refinancing Revolving Facility Commitment (as applicable) being allocated to each Refinancing Facility; (ii) the relevant Availability Period applicable to that Refinancing Facility; (iii) the currency of the Refinancing Facility; (iv) the conditions precedent to the drawdown of that Refinancing Facility; (v) any commitment, arrangement, underwriting or equivalent fee to be payable to the persons who commit to provide a Refinancing Facility (which shall be determined by the Obligors’ Agent and the Refinancing Facility Lenders); (vi) the Margin and any Margin ratchet to apply to that Refinancing Facility (which shall each be determined by the Obligors’ Agent and the Refinancing Facility Lenders); (vii) the Termination Date, which (A) in the case of a Refinancing Term Facility, shall not be prior to the Termination Date for Facility B and (B) in the case of a Refinancing Revolving Facility, shall not be prior to the Termination Date for the Original Revolving Facility, (in each case, as at the time such Refinancing Facility is implemented) and the repayment instalments in respect of any Refinancing Term Facility which shall not provide for any scheduled amortisation repayments to be made prior to the Termination Date for Facility B; (viii) the identity of the Borrower(s) under that Refinancing Facility; (ix) how such Refinancing Facility Loans are to be treated for the purposes of Clause 12.4 (Application of mandatory prepayments and cancellations), which shall be either pari passu with the other Term Loans (in respect of a Refinancing Term Facility) or pari passu with the Original Revolving Facility Loans (in the case of a Refinancing Revolving Facility Loan) (or, in each case, such other lower ranking as agreed between the Refinancing Facility Lenders and the Obligors’ Agent); (x) the Loans and/or Commitments to be refinanced in whole or in part using that Refinancing Facility; (xi) the maximum number of Utilisation Requests that may be delivered in respect of that Refinancing Facility; (xii) any applicable guarantee limitations in accordance with the Agreed Security Principles; (xiii) the other terms of that Refinancing Facility; and (xiv) such other information which the Agent may reasonably require in relation to such Refinancing Facility. (d) The Refinancing Facility Loan(s) made available under such Refinancing Facility Commitments will rank pari passu or junior (as agreed between the Obligors’ Agent and the relevant Refinancing Facility Lender(s)) in right of payment and right to receive recoveries from the Transaction Security (to the extent lawful) with each other Facility. (e) Subject to the Agreed Security Principles, no Refinancing Facility may be (i) guaranteed by any person that is not an Obligor or (ii) secured by any Security other than the Transaction Security unless the proceeds of such guarantee or security will be shared pari passu with the Finance Parties (to the extent lawful) on the basis contemplated by the Intercreditor Agreement. (f) No consent of any Secured Party is required to establish a Refinancing Facility (other than the consent of any Secured Party which commits to provide that Refinancing Facility) and the establishment of a Refinancing Facility pursuant to this Clause shall only become effective: (i) if the amount of Refinancing Indebtedness does not exceed the amount being refinanced (plus any premium, accrued interest or fees and expenses incurred in connection with such refinancing); (ii) upon execution of the Refinancing Facility Notice by the Obligors’ Agent, the relevant Borrower and the relevant Refinancing Facility Lender(s) ), and delivery of such executed notice to the Agent; (iii) in relation to a Refinancing Facility Lender which is not already a Lender: (A) upon that Refinancing Facility Lender acceding as a party to this Agreement and the Intercreditor Agreement in accordance with Clause 29.12 (Acceding Lender); and (B) the Agent being satisfied that it has complied with all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to that Refinancing Facility Lender. The Agent shall promptly notify the Obligors’ Agent and the Refinancing Facility Lender upon being so satisfied; and (iv) if no Event of Default is continuing or would occur as a result of a Utilisation under that Refinancing Facility. (g) Upon the establishment of a Refinancing Facility pursuant to paragraph (d) above, each Refinancing Facility Lender agrees to make available the a Refinancing Facility Commitments as set out in that Refinancing Facility Notice. (h) The Obligors’ Agent confirms that if it agrees to covenants, undertakings, events of default or guarantees in respect of a Refinancing Facility that are more onerous or restrictive on members of the Group than the terms of this Agreement as they relate to any other Facility, it will notify the Agent as soon as reasonably practicable and will, as soon as reasonably practicable and no later than thirty (30) Business Days as from the date on which the agreement evidencing such Refinancing Facility is executed, enter into any documentation reasonably required in order to ensure that the other Facilities benefit from such covenants, undertakings, events of default or guarantees to the extent applicable. (i) Each Obligor confirms: (i) the authority of the Obligors’ Agent to agree, implement and establish Refinancing Facility Commitments in accordance with this Agreement; and (ii) that its guarantee and indemnity set out in Clause 23 (Guarantee and Indemnity) (or any applicable Accession Deed or other Finance Document), and all Transaction Security granted by it will, subject only to any applicable limitations on such guarantee and indemnity referred to in Clause 23 (Guarantee and Indemnity), any Accession Deed pursuant to which it became an Obligor, any Refinancing Facility Notice or the terms of the Transaction Security Documents, (to the extent lawful) extend to include the Refinancing Facility Loans and any other obligations arising under or in respect of the Refinancing Facility Commitments. (j) Each Obligor and each Finance Party agrees to any extension and ratification of the Transaction Security Documents which may be necessary to grant the Transaction Security in favour of any Refinancing Facility Lender as a result of making available a Refinancing Facility. (k) Each Finance Party agrees, empowers and irrevocably instructs the Agent and the Security Agent to (and the relevant Obligor shall promptly upon reasonable request by the Agent or the Security Agent in accordance with the Agreed Security Principles execute any necessary amendments and/or supplements to the Transaction Security Documents and other Finance Documents (including the execution of additional Transaction Security Documents creating lower-ranking Security for the benefit of the Refinancing Facility Lenders and any related amendments and/or supplements to the Intercreditor Agreement) as may be required in order to reflect the terms of the Refinancing Facility and to ensure that any Refinancing Facility Loans rank as contemplated by paragraph (h) above and that the Transaction Security granted over any assets purchased with the proceeds of any Refinancing Facility Loans is shared with the Finance Parties (to the extent lawful) on the basis contemplated by the Intercreditor Agreement. (l) Each Finance Party agrees, empowers and irrevocably instructs the Agent and the Security Agent to execute any necessary amendments and/or supplements to the Finance Documents as may be required (and agreed with the Obligors’ Agent) in order to (i) incorporate the appropriate provisions for any Refinancing Facility Loans in such Finance Document and (ii) amend Clause 18 (Tax Gross Up and Indemnities) on the terms agreed in writing between the Obligors’ Agent and the relevant Refinancing Facility Lender to the extent applicable to the relevant Refinancing Facility. If the Refinancing Facility Loans are Refinancing Revolving Facility Loans to be utilised as Letters of Credit in respect of which the Issuing Bank will be the issuing bank, any amendments which relate to the rights or obligations of the Issuing Bank shall also require the consent of the Issuing Bank. (m) In relation to any Refinancing Facility Commitments: (i) except as agreed to the contrary by the Obligors’ Agent and the relevant Refinancing Facility Lenders in accordance with this Clause 2.4, each of the Obligors and any Refinancing Facility Lender shall assume obligations towards one another and/or acquire rights against one another as the Obligors and the Refinancing Facility Lender would have assumed and/or acquired had the Refinancing Facility Lender been an Original Lender; and (ii) each Refinancing Facility Lender shall become a Party as a "Lender" and any Refinancing Facility Lender and each of the other Finance Parties shall assume obligations towards one another and acquire rights against one another as that Refinancing Facility Lender and those Finance Parties would have assumed and/or acquired had the Refinancing Facility Lender been an Original Lender. (n) Clause 29.5 (Limitation of responsibility of Existing Lenders) shall apply mutatis mutandis to this Clause 2.4 in relation to a Refinancing Facility Lender as if references in that clause to: (i) an Existing Lender were references to all the Lenders immediately prior to the relevant Refinancing Facility; and (ii) the New Lender were references to that Refinancing Facility Lender.

Refinancing Facility. Notwithstanding the foregoing, this Agreement may be amended with the written consent of the Administrative Agent, the Borrower, the Issuing Banks, if applicable, and the Lenders providing the relevant refinancing facility to permit the refinancing, replacement or modification of outstanding Term Loans or outstanding Revolving Commitments (a “Refinanced Facility”), in whole or in part, with a replacement term loan tranche or revolving facility, as applicable, hereunder (a “Refinancing Facility”), provided that (a) Subject to the provisions aggregate principal amount of this Clause 2.4 such Refinancing Facility shall not exceed the aggregate principal amount of the applicable Refinanced Facility, (b) the Applicable Margin for such Refinancing Facility), Facility shall not be higher than the Obligors’ Agent may at any time and from time to time following the Refinancing Closing Date by giving not less than three (3) Business Days' notice (or such shorter period as may be agreed between the Obligors’ Agent and the Agent), incur indebtedness Applicable Margin for the purposes of any refinancingapplicable Refinanced Facility, exchange or other replacement of all or any part of the Facilities including any Additional Facility (and of any refinancing thereof from time to time) (and all fees, costs, expenses, prepayment premium and similar incurred in connection with such refinancing, exchange or replacement) from time to time (a Refinancing) and the Obligors’ Agent may confirm that one or more Lenders or any other person or persons has agreed to commit to a Refinancing Facility (as defined below) by delivery of a notice to the Agent (such notice complying with paragraphs (c) the weighted average life to maturity of such Refinancing Facility shall not be shorter than the weighted average life to maturity of the applicable Refinanced Facility at the time of such refinancing and (fd) below, being an the other terms and conditions of such Refinancing Facility Notice). (b) A Refinancing may comprise: are either (i) consistent with the introduction terms of an additional term loan facility into the Finance Documents (each a Refinancing Term Facility); this Agreement or (ii) otherwise reasonably acceptable to the introduction Required Lenders, (e) after giving effect to the incurrence of an additional revolving credit facility (which may be made available as Loans, Letters of Credit and/or Ancillary Facilities) into the Finance Documents (each a Refinancing Revolving Facility, together with the Refinancing Term Facility, each a Refinancing Facility). (c) Each Refinancing Facility Notice delivered by the Obligors’ Agent pursuant to paragraph (a) above shall be irrevocable and will not be regarded as being duly completed unless it specifies in relation to the proposed Refinancing Facility: (i) the amount of the Refinancing Term Facility Commitment and/or Refinancing Revolving Facility Commitment (as applicable) being allocated to each Refinancing Facility; (ii) the relevant Availability Period applicable to that Refinancing Facility; (iii) the currency of the Refinancing Facility; (iv) the conditions precedent to the drawdown of that Refinancing Facility; (v) any commitment, arrangement, underwriting or equivalent fee to be payable to the persons who commit to provide a Refinancing Facility (which shall be determined by the Obligors’ Agent and the Refinancing Facility Lenders); (vi) the Margin and any Margin ratchet to apply to that Refinancing Facility (which shall each be determined by the Obligors’ Agent and the Refinancing Facility Lenders); (vii) the Termination Date, which (A) in the case of a Refinancing Term Facility, shall not be prior to the Termination Date for Facility B and (B) in the case of a Refinancing Revolving Facility, shall not be prior to the Termination Date for the Original Revolving Facility, (in each case, as at the time such Refinancing Facility is implemented) and the repayment instalments in respect of any Refinancing Term Facility which shall not provide for any scheduled amortisation repayments to be made prior to the Termination Date for Facility B; (viii) the identity of the Borrower(s) under that Refinancing Facility; (ix) how such Refinancing Facility Loans are to be treated for the purposes of Clause 12.4 (Application of mandatory prepayments and cancellations), which shall be either pari passu with the other Term Loans (in respect of a Refinancing Term Facility) or pari passu with the Original Revolving Facility Loans (in the case of a Refinancing Revolving Facility Loan) (or, in each case, such other lower ranking as agreed between the any Refinancing Facility Lenders in the form of a revolving credit facility, to the extent of any drawings to be made thereunder on the date of effectiveness of the related commitments) and the Obligors’ Agent); application of the net proceeds therefrom, (x) the Loans and/or Commitments to no Default or Event of Default shall have occurred and be refinanced in whole or in part using that Refinancing Facility; continuing and (xiy) the maximum number of Utilisation Requests Borrower shall be in pro forma compliance with Section 6.7, (f) there shall be no additional direct or contingent obligors with respect to such Refinancing Facility that may are not, or will not become, Guarantors and (g) no Lender shall be delivered in respect of that Refinancing Facility; (xii) obligated to provide any applicable guarantee limitations in accordance with the Agreed Security Principles; (xiii) the other terms of that Refinancing Facility; and (xiv) such other information which the Agent may reasonably require in relation to such Refinancing Facility. (d) The Refinancing Facility Loan(s) made available under such Refinancing Facility Commitments will rank pari passu or junior (as agreed between the Obligors’ Agent and the relevant Refinancing Facility Lender(s)) in right of payment and right to receive recoveries from the Transaction Security (to the extent lawful) with each other Facility. (e) Subject to the Agreed Security Principles, no Refinancing Facility may be (i) guaranteed by any person that is not an Obligor or (ii) secured by any Security other than the Transaction Security unless the proceeds of such guarantee or security will be shared pari passu with the Finance Parties (to the extent lawful) on the basis contemplated by the Intercreditor Agreement. (f) No consent of any Secured Party is required to establish a Refinancing Facility (other than the consent of any Secured Party which commits to provide that Refinancing Facility) and the establishment of a Refinancing Facility pursuant to this Clause shall only become effective: (i) if the amount of Refinancing Indebtedness does not exceed the amount being refinanced (plus any premium, accrued interest or fees and expenses incurred in connection with such refinancing); (ii) upon execution of the Refinancing Facility Notice by the Obligors’ Agent, the relevant Borrower and the relevant Refinancing Facility Lender(s) ), and delivery of such executed notice to the Agent; (iii) in relation to a Refinancing Facility Lender which is not already a Lender: (A) upon that Refinancing Facility Lender acceding as a party to this Agreement and the Intercreditor Agreement in accordance with Clause 29.12 (Acceding Lender); and (B) the Agent being satisfied that it has complied with all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to that Refinancing Facility Lender. The Agent shall promptly notify the Obligors’ Agent and the Refinancing Facility Lender upon being so satisfied; and (iv) if no Event of Default is continuing or would occur as a result of a Utilisation under that Refinancing Facility. (g) Upon the establishment of a Refinancing Facility pursuant to paragraph (d) above, each Refinancing Facility Lender agrees to make available the a Refinancing Facility Commitments as set out in that Refinancing Facility Notice. (h) The Obligors’ Agent confirms that if it agrees to covenants, undertakings, events of default or guarantees in respect of a Refinancing Facility that are more onerous or restrictive on members of the Group than the terms of this Agreement as they relate to any other Facility, it will notify the Agent as soon as reasonably practicable and will, as soon as reasonably practicable and no later than thirty (30) Business Days as from the date on which the agreement evidencing such Refinancing Facility is executed, enter into any documentation reasonably required in order to ensure that the other Facilities benefit from such covenants, undertakings, events of default or guarantees to the extent applicable. (i) Each Obligor confirms: (i) the authority of the Obligors’ Agent to agree, implement and establish Refinancing Facility Commitments in accordance with this Agreement; and (ii) that its guarantee and indemnity set out in Clause 23 (Guarantee and Indemnity) (or any applicable Accession Deed or other Finance Document), and all Transaction Security granted by it will, subject only to any applicable limitations on such guarantee and indemnity referred to in Clause 23 (Guarantee and Indemnity), any Accession Deed pursuant to which it became an Obligor, any Refinancing Facility Notice or the terms of the Transaction Security Documents, (to the extent lawful) extend to include the Refinancing Facility Loans and any other obligations arising under or in respect of the Refinancing Facility Commitments. (j) Each Obligor and each Finance Party agrees to any extension and ratification of the Transaction Security Documents which may be necessary to grant the Transaction Security in favour of any Refinancing Facility Lender as a result of making available a Refinancing Facility. (k) Each Finance Party agrees, empowers and irrevocably instructs the Agent and the Security Agent to (and the relevant Obligor shall promptly upon reasonable request by the Agent or the Security Agent in accordance with the Agreed Security Principles execute any necessary amendments and/or supplements to the Transaction Security Documents and other Finance Documents (including the execution of additional Transaction Security Documents creating lower-ranking Security for the benefit of the Refinancing Facility Lenders and any related amendments and/or supplements to the Intercreditor Agreement) as may be required in order to reflect the terms of the Refinancing Facility and to ensure that any Refinancing Facility Loans rank as contemplated by paragraph (h) above and that the Transaction Security granted over any assets purchased with the proceeds of any Refinancing Facility Loans is shared with the Finance Parties (to the extent lawful) on the basis contemplated by the Intercreditor Agreement. (l) Each Finance Party agrees, empowers and irrevocably instructs the Agent and the Security Agent to execute any necessary amendments and/or supplements to the Finance Documents as may be required (and agreed with the Obligors’ Agent) in order to (i) incorporate the appropriate provisions for any Refinancing Facility Loans in such Finance Document and (ii) amend Clause 18 (Tax Gross Up and Indemnities) on the terms agreed in writing between the Obligors’ Agent and the relevant Refinancing Facility Lender to the extent applicable to the relevant Refinancing Facility. If the Refinancing Facility Loans are Refinancing Revolving Facility Loans to be utilised as Letters of Credit in respect of which the Issuing Bank will be the issuing bank, any amendments which relate to the rights or obligations of the Issuing Bank shall also require the consent of the Issuing Bank. (m) In relation to any Refinancing Facility Commitments: (i) except as agreed to the contrary by the Obligors’ Agent and the relevant Refinancing Facility Lenders in accordance with this Clause 2.4, each of the Obligors and any Refinancing Facility Lender shall assume obligations towards one another and/or acquire rights against one another as the Obligors and the Refinancing Facility Lender would have assumed and/or acquired had the Refinancing Facility Lender been an Original Lender; and (ii) each Refinancing Facility Lender shall become a Party as a "Lender" and any Refinancing Facility Lender and each of the other Finance Parties shall assume obligations towards one another and acquire rights against one another as that Refinancing Facility Lender and those Finance Parties would have assumed and/or acquired had the Refinancing Facility Lender been an Original Lender. (n) Clause 29.5 (Limitation of responsibility of Existing Lenders) shall apply mutatis mutandis to this Clause 2.4 in relation to a Refinancing Facility Lender as if references in that clause to: (i) an Existing Lender were references to all the Lenders immediately prior to the relevant Refinancing Facility; and (ii) the New Lender were references to that Refinancing Facility Lender.

Refinancing Facility. The definitive documentation will permit the Borrower to refinance loans under the First Lien Facility (a) Subject to the provisions of this Clause 2.4 (Refinancing Facility), the Obligors’ Agent may at any time and from time to time following the Refinancing Closing Date by giving not less than three (3) Business Days' notice (or such shorter period as may be agreed between the Obligors’ Agent and the Agent), incur indebtedness for the purposes of any refinancing, exchange or other replacement of all or any part of the Facilities including any Additional Facility (and of any refinancing thereof Loans) from time to time, in whole or part, with one or more new term facilities (each, a “Refinancing Facility”) under the definitive documentation for the First Lien Facility, with the consent of the Borrower, the Agent (and all fees, costs, expenses, prepayment premium and similar incurred in connection with such refinancing, exchange not to be unreasonably withheld or replacement) from time to time (a Refinancingdelayed) and the Obligors’ Agent may confirm institutions providing such Refinancing Facility; provided that one or more Lenders or any other person or persons has agreed to commit to a Refinancing Facility (as defined below) by delivery of a notice to the Agent (such notice complying with paragraphs (c) and (f) below, being an Refinancing Facility Notice). (b) A Refinancing may comprise: (i) any Refinancing Facility does not mature prior to the introduction maturity date of, or have a shorter weighted average life than, loans under the applicable portion of an additional term loan facility into the Finance Documents (each a Refinancing Term Facility); First Lien Facility being refinanced, (ii) the introduction proceeds of an additional revolving credit facility (which may be made available as Loans, Letters of Credit and/or Ancillary Facilities) into the Finance Documents (each a Refinancing Revolving Facility, together with the Refinancing Term Facility, each a Refinancing Facility). (c) Each Refinancing Facility Notice delivered by the Obligors’ Agent pursuant to paragraph (a) above shall be irrevocable and will not be regarded as being duly completed unless it specifies in relation to the proposed Refinancing Facility: (i) the amount of the Refinancing Term Facility Commitment and/or Refinancing Revolving Facility Commitment (as applicable) being allocated to each Refinancing Facility; (ii) the relevant Availability Period applicable to that Refinancing Facility; (iii) the currency of the Refinancing Facility; (iv) the conditions precedent to the drawdown of that Refinancing Facility; (v) any commitment, arrangement, underwriting or equivalent fee to be payable to the persons who commit to provide a Refinancing Facility (which shall be determined by the Obligors’ Agent and the Refinancing Facility Lenders); (vi) the Margin and any Margin ratchet to apply to that Refinancing Facility (which shall each be determined by the Obligors’ Agent and the Refinancing Facility Lenders); (vii) the Termination Date, which (A) in the case of a Refinancing Term Facility, shall not be prior to the Termination Date for Facility B and (B) in the case of a Refinancing Revolving Facility, shall not be prior to the Termination Date for the Original Revolving Facility, (in each case, as at the time such Refinancing Facility is implemented) and the repayment instalments in respect of any Refinancing Term Facility which shall not provide for any scheduled amortisation repayments are immediately applied to be made prior to the Termination Date for Facility B; (viii) the identity of the Borrower(s) under that Refinancing Facility; (ix) how such Refinancing Facility Loans are to be treated for the purposes of Clause 12.4 (Application of mandatory prepayments and cancellations), which shall be either pari passu with the other Term Loans (in respect of a Refinancing Term Facility) or pari passu with the Original Revolving Facility Loans (in the case of a Refinancing Revolving Facility Loan) (or, in each case, such other lower ranking as agreed between the Refinancing Facility Lenders and the Obligors’ Agent); (x) the Loans and/or Commitments to be refinanced permanently repay in whole or in part using that Refinancing Facility; (xi) the maximum number portion of Utilisation Requests that may the First Lien Facility being refinanced and shall not be delivered in respect of that Refinancing Facility; (xii) any applicable guarantee limitations in accordance with the Agreed Security Principles; (xiii) the other terms of that Refinancing Facility; and (xiv) such other information which the Agent may reasonably require in relation to such Refinancing Facility. (d) The Refinancing Facility Loan(s) made available under such Refinancing Facility Commitments will rank pari passu or junior (as agreed between the Obligors’ Agent and the relevant Refinancing Facility Lender(s)) in right of payment and right to receive recoveries from the Transaction Security (to the extent lawful) with each other Facility. (e) Subject to the Agreed Security Principles, no Refinancing Facility may be (i) guaranteed by any person that is not an Obligor or (ii) secured by any Security other aggregate principal amount greater than the Transaction Security unless the proceeds of such guarantee or security will be shared pari passu with the Finance Parties (to the extent lawful) on the basis contemplated by the Intercreditor Agreement. (f) No consent of any Secured Party is required to establish a Refinancing Facility (other than the consent of any Secured Party which commits to provide that Refinancing Facility) and the establishment of a Refinancing Facility pursuant to this Clause shall only become effective: (i) if the aggregate principal amount of Refinancing Indebtedness does not exceed the amount First Lien Facility being refinanced (plus any premiumrefinanced, accrued interest or fees and expenses incurred in connection with such refinancing); (ii) upon execution of the Refinancing Facility Notice by the Obligors’ Agent, the relevant Borrower and the relevant Refinancing Facility Lender(s) ), and delivery of such executed notice to the Agent; (iii) in relation to a Refinancing Facility Lender which is not already a Lender: (A) upon that Refinancing Facility Lender acceding as a party to this Agreement and the Intercreditor Agreement in accordance with Clause 29.12 (Acceding Lender); and (B) the Agent being satisfied that it has complied with all necessary "know your customer" there are no direct or other similar checks under all applicable laws and regulations in relation to that Refinancing Facility Lender. The Agent shall promptly notify the Obligors’ Agent and the Refinancing Facility Lender upon being so satisfied; and (iv) if no Event of Default is continuing or would occur as a result of a Utilisation under that Refinancing Facility. (g) Upon the establishment of a Refinancing Facility pursuant to paragraph (d) above, each Refinancing Facility Lender agrees to make available the a Refinancing Facility Commitments as set out in that Refinancing Facility Notice. (h) The Obligors’ Agent confirms that if it agrees to covenants, undertakings, events of default or guarantees in respect of a Refinancing Facility that are more onerous or restrictive on members of the Group than the terms of this Agreement as they relate to any other Facility, it will notify the Agent as soon as reasonably practicable and will, as soon as reasonably practicable and no later than thirty (30) Business Days as from the date on which the agreement evidencing such Refinancing Facility is executed, enter into any documentation reasonably required in order to ensure that the other Facilities benefit from such covenants, undertakings, events of default or guarantees to the extent applicable. (i) Each Obligor confirms: (i) the authority of the Obligors’ Agent to agree, implement and establish Refinancing Facility Commitments in accordance with this Agreement; and (ii) that its guarantee and indemnity set out in Clause 23 (Guarantee and Indemnity) (or any applicable Accession Deed or other Finance Document), and all Transaction Security granted by it will, subject only to any applicable limitations on such guarantee and indemnity referred to in Clause 23 (Guarantee and Indemnity), any Accession Deed pursuant to which it became an Obligor, any Refinancing Facility Notice or the terms of the Transaction Security Documents, (to the extent lawful) extend to include the Refinancing Facility Loans and any other obligations arising under or indirect obligors in respect of the Refinancing Facilities that are not the Borrower or Guarantors and (iv) the other terms and conditions of such Refinancing Facility Commitments. (jexcluding pricing and optional prepayment or redemption terms) Each Obligor and each Finance Party agrees are substantially identical to, or no more favorable (taken as a whole) to any extension and ratification the investors providing such Refinancing Facility than, those applicable to the portion of the Transaction Security Documents which may First Lien Facility being refinanced (except for covenants or other provisions applicable only to periods after the latest final maturity date of the First Lien Facility existing at the time of such refinancing). Purpose: The proceeds of the First Lien Facility will be necessary to grant the Transaction Security in favour of any Refinancing Facility Lender as a result of making available a Refinancing Facility. (k) Each Finance Party agrees, empowers and irrevocably instructs the Agent and the Security Agent to (and the relevant Obligor shall promptly upon reasonable request used by the Agent or Borrower, on the Security Agent in accordance with the Agreed Security Principles execute any necessary amendments and/or supplements to the Transaction Security Documents and other Finance Documents (including the execution of additional Transaction Security Documents creating lower-ranking Security for the benefit date of the Refinancing Facility Lenders and any related amendments and/or supplements to borrowing under the Intercreditor Agreement) as may be required in order to reflect Facilities (the terms of the Refinancing Facility and to ensure that any Refinancing Facility Loans rank as contemplated by paragraph (h) above and that the Transaction Security granted over any assets purchased “Closing Date”), together with the proceeds of any Refinancing the Second Lien Facility, if any, and of the Equity Contribution, solely (a) to repay the Existing Debt, (b) to pay Acquisition Consideration and (c) to pay the Transaction Costs. Availability: The full amount of the First Lien Facility Loans is shared with the Finance Parties (to the extent lawful) must be drawn in a single drawing on the basis contemplated by Closing Date. Amounts borrowed under the Intercreditor AgreementFirst Lien Facility (other than under any incremental revolving facility) that are repaid or prepaid may not be reborrowed. (l) Each Finance Party agrees, empowers and irrevocably instructs the Agent and the Security Agent to execute any necessary amendments and/or supplements to the Finance Documents as may be required (and agreed with the Obligors’ Agent) in order to (i) incorporate the appropriate provisions for any Refinancing Facility Loans in such Finance Document and (ii) amend Clause 18 (Tax Gross Up and Indemnities) on the terms agreed in writing between the Obligors’ Agent and the relevant Refinancing Facility Lender to the extent applicable to the relevant Refinancing Facility. If the Refinancing Facility Loans are Refinancing Revolving Facility Loans to be utilised as Letters of Credit in respect of which the Issuing Bank will be the issuing bank, any amendments which relate to the rights or obligations of the Issuing Bank shall also require the consent of the Issuing Bank. (m) In relation to any Refinancing Facility Commitments: (i) except as agreed to the contrary by the Obligors’ Agent and the relevant Refinancing Facility Lenders in accordance with this Clause 2.4, each of the Obligors and any Refinancing Facility Lender shall assume obligations towards one another and/or acquire rights against one another as the Obligors and the Refinancing Facility Lender would have assumed and/or acquired had the Refinancing Facility Lender been an Original Lender; and (ii) each Refinancing Facility Lender shall become a Party as a "Lender" and any Refinancing Facility Lender and each of the other Finance Parties shall assume obligations towards one another and acquire rights against one another as that Refinancing Facility Lender and those Finance Parties would have assumed and/or acquired had the Refinancing Facility Lender been an Original Lender. (n) Clause 29.5 (Limitation of responsibility of Existing Lenders) shall apply mutatis mutandis to this Clause 2.4 in relation to a Refinancing Facility Lender as if references in that clause to: (i) an Existing Lender were references to all the Lenders immediately prior to the relevant Refinancing Facility; and (ii) the New Lender were references to that Refinancing Facility Lender.

Refinancing Facility. At any time after the Closing Date, the Lead Borrower may obtain, from any Lender or other Person that would be an Eligible Transferee (aa “Refinancing Lender”), Refinancing Indebtedness in respect of all (but not a portion of) Subject to the provisions of Obligations then outstanding under this Clause 2.4 Agreement (a “Refinancing Facility), the Obligors’ Agent may at any time and from time to time following the Refinancing Closing Date by giving not less than three (3”) Business Days' notice (or such shorter period as may be agreed between the Obligors’ Agent and the Agent), incur indebtedness for the purposes of any refinancing, exchange or other replacement of all or any part of the Facilities including any Additional Facility (and of any refinancing thereof from time to time) (and all fees, costs, expenses, prepayment premium and similar incurred in connection with such refinancing, exchange or replacement) from time to time (a Refinancing) and the Obligors’ Agent may confirm that one or more Lenders or any other person or persons has agreed to commit pursuant to a Refinancing Facility (as defined below) by delivery of a notice to the Agent (such notice complying with paragraphs (c) and (f) belowAmendment; provided, being an Refinancing Facility Notice). (b) A Refinancing may comprise: (i) the introduction of an additional term loan facility into the Finance Documents (each a Refinancing Term Facility); (ii) the introduction of an additional revolving credit facility (which may be made available as Loans, Letters of Credit and/or Ancillary Facilities) into the Finance Documents (each a Refinancing Revolving Facility, together with the Refinancing Term Facility, each a Refinancing Facility). (c) Each Refinancing Facility Notice delivered by the Obligors’ Agent pursuant to paragraph (a) above shall be irrevocable and will not be regarded as being duly completed unless it specifies in relation to the proposed Refinancing Facility: (i) the amount of the Refinancing Term Facility Commitment and/or Refinancing Revolving Facility Commitment (as applicable) being allocated to each Refinancing Facility; (ii) the relevant Availability Period applicable to that Refinancing Facility; (iii) the currency of the Refinancing Facility; (iv) the conditions precedent to the drawdown of that Refinancing Facility; (v) any commitment, arrangement, underwriting or equivalent fee to be payable to the persons who commit to provide a Refinancing Facility (which shall be determined by the Obligors’ Agent and the Refinancing Facility Lenders); (vi) the Margin and any Margin ratchet to apply to that Refinancing Facility (which shall each be determined by the Obligors’ Agent and the Refinancing Facility Lenders); (vii) the Termination Date, which (A) in the case of a Refinancing Term Facility, shall not be prior to the Termination Date for Facility B and (B) in the case of a Refinancing Revolving Facility, shall not be prior to the Termination Date for the Original Revolving Facility, (in each case, as at the time such Refinancing Facility is implemented) and the repayment instalments in respect of any Refinancing Term Facility which shall not provide for any scheduled amortisation repayments to be made prior to the Termination Date for Facility B; (viii) the identity of the Borrower(s) under that Refinancing Facility; (ix) how such Refinancing Facility Loans are to be treated for the purposes of Clause 12.4 (Application of mandatory prepayments and cancellations), which shall be either pari passu with the other Term Loans (in respect of a Refinancing Term Facility) or pari passu with the Original Revolving Facility Loans (in the case of a Refinancing Revolving Facility Loan) (or, in each case, such other lower ranking as agreed between the Refinancing Facility Lenders and the Obligors’ Agent); (x) the Loans and/or Commitments to effectiveness of any Refinancing Amendment shall be refinanced in whole or in part using that Refinancing Facility; (xi) the maximum number of Utilisation Requests that may be delivered in respect of that Refinancing Facility; (xii) any applicable guarantee limitations in accordance with the Agreed Security Principles; (xiii) the other terms of that Refinancing Facility; and (xiv) such other information which the Agent may reasonably require in relation to such Refinancing Facility. (d) The Refinancing Facility Loan(s) made available under such Refinancing Facility Commitments will rank pari passu or junior (as agreed between the Obligors’ Agent and the relevant Refinancing Facility Lender(s)) in right of payment and right to receive recoveries from the Transaction Security (subject to, to the extent lawful) reasonably requested by the Agent, receipt by the Agent of board resolutions, officers’ certificates, reaffirmation agreements consistent with each other Facility. (e) Subject those delivered on or prior to the Agreed Security Principles, no Refinancing Facility may be (i) guaranteed by any person that is not an Obligor or (ii) secured by any Security other than the Transaction Security unless the proceeds of such guarantee or security will be shared pari passu with the Finance Parties (to the extent lawful) on the basis contemplated by the Intercreditor Agreement. (f) No consent of any Secured Party is required to establish a Refinancing Facility (other than the consent of any Secured Party which commits to provide that Refinancing Facility) and the establishment of a Refinancing Facility pursuant to this Clause shall only become effective: (i) if the amount of Refinancing Indebtedness does not exceed the amount being refinanced (plus any premium, accrued interest or fees and expenses incurred Closing Date in connection with such refinancing); the initial extension of credit hereunder and otherwise deemed necessary or advisable by the Agent in its reasonable discretion and (iiy) upon execution the effectiveness of such Refinancing Amendment, the proceeds of the Refinancing Facility Notice by shall be applied to repay all the Obligors’ Agent, Obligations then outstanding under this Agreement and cash collateralize (or otherwise back-stop) all Letters of Credit (pursuant to arrangements and documentation reasonably satisfactory to the relevant Borrower Agent and the relevant Refinancing Facility Lender(s) Issuing Banks), and delivery of such executed notice to the Agent; (iii) in relation to a Refinancing Facility Lender which is not already a Lender: (A) upon that Refinancing Facility Lender acceding as a party to this Agreement and the Intercreditor Agreement in accordance with Clause 29.12 (Acceding Lender); and (B) the Agent being satisfied that it has complied with all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to that Refinancing Facility LenderCommitments hereunder shall be terminated. The Agent shall promptly notify each Lender as to the Obligors’ Agent and the Refinancing Facility Lender upon being so satisfied; and (iv) if no Event effectiveness of Default is continuing or would occur as a result of a Utilisation under that Refinancing Facility. (g) Upon the establishment of a Refinancing Facility pursuant to paragraph (d) above, each Refinancing Facility Lender agrees to make available the a Refinancing Facility Commitments as set out in that Refinancing Facility Notice. (h) The Obligors’ Agent confirms that if it agrees to covenants, undertakings, events of default or guarantees in respect of a Refinancing Facility that are more onerous or restrictive on members Amendment. Each of the Group than parties hereto hereby agrees that, upon the terms effectiveness of any Refinancing Amendment, this Agreement as they relate to any other Facility, it will notify the Agent as soon as reasonably practicable and will, as soon as reasonably practicable and no later than thirty (30) Business Days as from the date on which the agreement evidencing such Refinancing Facility is executed, enter into any documentation reasonably required in order to ensure that the other Facilities benefit from such covenants, undertakings, events of default or guarantees shall be deemed amended to the extent applicable. (i) Each Obligor confirms: (i) the authority of the Obligors’ Agent to agree, implement and establish Refinancing Facility Commitments in accordance with this Agreement; and (ii) that its guarantee and indemnity set out in Clause 23 (Guarantee and Indemnity) (or any applicable Accession Deed or other Finance Document), and all Transaction Security granted by it will, subject but only to any applicable limitations on such guarantee and indemnity referred to in Clause 23 (Guarantee and Indemnity), any Accession Deed pursuant to which it became an Obligor, any Refinancing Facility Notice or the terms of the Transaction Security Documents, (to the extent lawfulextent) extend to include the Refinancing Facility Loans and any other obligations arising under or in respect of the Refinancing Facility Commitments. (j) Each Obligor and each Finance Party agrees to any extension and ratification of the Transaction Security Documents which may be necessary to grant the Transaction Security in favour of any Refinancing Facility Lender as a result of making available a Refinancing Facility. (k) Each Finance Party agrees, empowers and irrevocably instructs the Agent and the Security Agent to (and the relevant Obligor shall promptly upon reasonable request by the Agent or the Security Agent in accordance with the Agreed Security Principles execute any necessary amendments and/or supplements to the Transaction Security Documents and other Finance Documents (including the execution of additional Transaction Security Documents creating lower-ranking Security for the benefit of the Refinancing Facility Lenders and any related amendments and/or supplements to the Intercreditor Agreement) as may be required in order to reflect the existence and terms of the Refinancing Facility incurred pursuant thereto. 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 Agent, to ensure that any Refinancing Facility Loans rank as contemplated by paragraph (h) above effect the provisions of this Section 2.20. The terms and that the Transaction Security granted over any assets purchased with the proceeds conditions of any Refinancing Facility and Loans is shared with the Finance Parties (to the extent lawful) on the basis contemplated and other extensions of credit thereunder shall be as determined by the Intercreditor Agreement. (l) Each Finance Party agrees, empowers and irrevocably instructs the Agent Lead Borrower and the Security Agent to execute any necessary amendments and/or supplements to the Finance Documents as may be required (and agreed with the Obligors’ Agent) in order to (i) incorporate the appropriate provisions for any applicable Refinancing Facility Loans in such Finance Document and (ii) amend Clause 18 (Tax Gross Up and Indemnities) on the terms agreed in writing between the Obligors’ Agent and the relevant Refinancing Facility Lender to the extent applicable to the relevant Refinancing Facility. If the Refinancing Facility Loans are Refinancing Revolving Facility Loans to be utilised as Letters of Credit in respect of which the Issuing Bank will be the issuing bank, any amendments which relate to the rights or obligations of the Issuing Bank shall also require the consent of the Issuing BankLenders. (m) In relation to any Refinancing Facility Commitments: (i) except as agreed to the contrary by the Obligors’ Agent and the relevant Refinancing Facility Lenders in accordance with this Clause 2.4, each of the Obligors and any Refinancing Facility Lender shall assume obligations towards one another and/or acquire rights against one another as the Obligors and the Refinancing Facility Lender would have assumed and/or acquired had the Refinancing Facility Lender been an Original Lender; and (ii) each Refinancing Facility Lender shall become a Party as a "Lender" and any Refinancing Facility Lender and each of the other Finance Parties shall assume obligations towards one another and acquire rights against one another as that Refinancing Facility Lender and those Finance Parties would have assumed and/or acquired had the Refinancing Facility Lender been an Original Lender. (n) Clause 29.5 (Limitation of responsibility of Existing Lenders) shall apply mutatis mutandis to this Clause 2.4 in relation to a Refinancing Facility Lender as if references in that clause to: (i) an Existing Lender were references to all the Lenders immediately prior to the relevant Refinancing Facility; and (ii) the New Lender were references to that Refinancing Facility Lender.